Things to know If you plan to establish a franchise system in Canada, you’ll need to comply with provincial franchise legislation in six provinces (Alberta, British Columbia, Manitoba, New Brunswick, Ontario, and PEI). Key points to consider include the following:  You’ll need to provide prospective franchisees (including renewing or resale franchisees) with a franchise disclosure […]

Things to Know A corporate entity can be formed in Canada either under the federal laws of Canada or the laws of one of Canada’s provinces or territories. The laws applicable to corporate entities in each of these jurisdictions are generally consistent, but there are some important distinctions (some of which are set out in […]

Things to Know Companies operating in certain industries must comply with specific laws applicable to that industry. This could also involve a requirement to obtain a licence or permit, or to make additional filings. Examples of these industries are: financial services, fisheries and forestry, food and drug, energy, health, franchising, mining, oil and gas, securities, […]

Things to Know A Canadian subsidiary can be funded either internally (e.g., by its shareholders or partners) or externally (e.g., financial institutions, banks, private investors or venture capital firms) Unlike the United States, Canada does not have a single federal securities regulator. Each of the Canadian provinces and territories have enacted laws that govern securities […]

Things to Know The two most common structures used to acquire a business is a share purchase or asset purchase. In a share purchase, the entity carrying on the existing business is purchased; all assets and liabilities will be acquired. In an asset purchase, a buyer can pick and choose what assets it would like […]

Things to Know NOTIFICATIONS   Investments by non-Canadians to establish a new Canadian business or acquire control over an existing Canadian business are either notifiable or reviewable under the Investment Canada Act.  There are detailed rules that define when an investor is a “Canadian” and when there is an acquisition of control, as well as […]

EXTRA-PROVINCIAL REGISTRATIONS  If a Canadian subsidiary has been incorporated under the laws of a particular Canadian province or territory, the subsidiary will need to register in each additional Canadian jurisdiction where business will be carried on. If a subsidiary is a Canadian federal corporation, the subsidiary will need to register in each Canadian jurisdiction where […]

If you are incorporating a Canadian subsidiary, you may use a name that you choose or have a numbered name assigned to you.  Whether you will be carrying on business through a Canadian subsidiary, or carrying on business in Canada as a foreign corporation, you will need to register in each province and territory in […]

An important distinction exists between doing business “in Canada” (generally considered to result in a Canadian tax presence) and doing business “with Canada” (which can often be accomplished without any Canadian tax presence). A business may be carried on in Canada directly by a non-Canadian (through what is known as a “branch office”) or indirectly […]