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How to set up a business entity in Canada

To incorporate in Canada, start by choosing the right business structure and hiring knowledgeable liaisons.

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Canada is a lucrative market comprising unique demographic niches and offering an abundance of seed capital. These are just a few reasons it may be a smart move to do business in the country.

As it stands, creating a business in Canada can be tricky. But with the right knowledge and expert help, you can incorporate to expand your business into our northern neighbor.

What kind of entity makes sense?

There are four common entities for foreign investors who want to do business in Canada: sole proprietorship, partnership, corporation or cooperative.

Sole proprietorship

This is the most straightforward way to set up a business in Canada, with fewer startup costs, less paperwork and minimal working capital required.

But this type of entity comes with unlimited liability — which means that should you find yourself in debt, potential creditors have the right to claim against your personal and business assets.

Partnership

For this entity, you simply create a contract between one or more partners to conduct business. In a general partnership, partners manage the business together and share legal liability. In a limited partnership, general partners manage the company, while liability and other contributions are limited for other partners.

Like a sole proprietorship, in a partnership you are ultimately responsible for business decisions. Which means that if a contract is broken, you could be financially liable.

Corporation

Unlike a sole proprietorship or a partnership, a corporation is not tied to specific individual owners. It’s a limited liability entity, whereby the legal structure of your business is a separate entity and you assume no risk of personal liability for debts or other obligations.
Because corporations are complex and closely regulated, they are more expensive to set up. You may also be required to prove residency or citizenship of your directors.

Cooperative

Under a cooperative, members democratically own and control the business, pooling their resources and providing access to common needs. A cooperative can be set up as a for-profit or nonprofit entity.

It’s the least common form of business, requiring the participation of all members in required to achieve success.

Should I hire a professional?

It’s an excellent idea to hire a liaison to navigate tricky incorporation waters. A liaison can interact with officials on your behalf, and they’ll tell you the appropriate places to register your business entity.

The Canadian American Business Council and US Commercial Service are great places to search for a qualified contact.

What kind of documentation will I need?

Canada is an interesting case when it comes to starting a business. You have the option to either register your business Federally or Provincial. Depending on what you choose you’ll need different documents to register your business. Further down we’ll explain how to register a business in each Canadian province, for now here are the basic documents:

  • Certificates of incorporation
  • Bank reference letters
  • Passport copies
  • Resume and photo
  • Description of the scope of your business
  • Lease contracts of Canadian office address
  • Business license
  • Full registered name of business

You may need different documentation depending on where you’re registering and which officials you meet with. Consider working with a company that helps foreign investors create businesses in Canada.

Laws & Legal Docs for International Money Transfers to Canada

Federal vs provincial incorporation in Canada

Most provincial and territorial governments require that you register your business with them. If you decide to incorporate your business, you can incorporate federally or provincially.

Incorporating federally

Pros
  • Increased business name protection
  • Ability to do business in all provinces
Cons

Incorporating provincially

Pros
  • Lower fees
  • Great if you’ll only be doing business in one province
Cons
  • Your business name isn’t protected federally
  • You’ll have to register your business in the provinces you want to operate in

Import/export guide: Canada

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Provincial and territorial registration guide

The path to registration for out-of-province corporations varies for the provinces and territories of Canada, here is how to register in each one specifically with links to government websites where you’ll find the necessary documents, procedures and tips directly from Canadian officials.

Alberta

  1. Obtain an Alberta NUANS report
  2. Appoint an Alberta-focused attorney
  3. Gather necessary charter or formation documents that have been certified by a company official, a public notary or a government official
  4. Fill out the appropriate forms
  5. Pay fees
  6. Submit entire application package to an authorized Alberta service provider
  7. Use the official Alberta website for more information

British Columbia

  1. Request a name approval and name registration
  2. Complete and submit your Registration Statement
  3. Get a business number
  4. Pay fees
  5. Maintain documents as part of company’s records for future reference
  6. Use the official British Columbia website for more information

Manitoba

  1. Request a name reservation and approval
  2. Complete the Articles of Incorporation
  3. File annual returns (if applicable)
  4. Pay fees
  5. Complete the Articles of Amendment
  6. Provide notice of:
    1. Change of directors/officers
    2. Change of mailing address
    3. Change of mailing address
    4. Change of primary shareholders
  7. Use the official Manitoba website for more information

New Brunswick

  1. Fill out forms
  2. Pay fees
  3. Register with the Corporate Registry
  4. Use the official New Brunswick website for more information

Newfoundland and Labrador

  1. Register company after performing a name check
    1. File form 24 (Statement for Registration)
    2. File form 25 (Statutory Declaration)
    3. File form 26 (Power of Attorney)
  2. Pay fees
  3. Register for business taxes
  4. Use the official Newfoundland and Labrador website for more information

Northwest Territories

  1. Register name and approval with Corporate Registries
  2. Provide a Certificate of Compliance/Good Standing/Status
  3. Pay fees
  4. Use the official Northwest Territories website for more information

Nova Scotia

  1. Register name and approval
  2. File an application through Access Nova Scotia Centre
  3. Wait 5-10 days
  4. Pay fees
  5. Use the official Nova Scotia website for more information

Nunavut Territory

  1. Register business name with the Corporate Registries office
  2. Pay fees
  3. Use the official Nunavut Territory website for more information

Ontario

  1. Register business name after verifying it isn’t used — this registration must be renewed ever five years in Ontario
  2. Pay fees
  3. Use the acquired Master Business License as proof of name registration
  4. Contact the Ministry of Finance to ensure registration
  5. Use the official Ontario website for more information

Prince Edward Island

  1. Register business name
  2. Get a form of certificate for business name
  3. Apply to register business through the Corporations Registration Act
  4. Pay fees
  5. Use the official Prince Edward Island website for more information (note, they often update their documents so the link may take you to a search of the newest extra-provincial resources)

Quebec

  1. Contact a French translator if you don’t speak French
  2. Navigate the Démarrer une entreprise service (only provided in French)
  3. Pay fees
  4. Use the official Quebec website for more information

Saskatchewan

  1. Register your business name
  2. If no directors live in Saskatchewan you must attach a Power of Attorney form when applying
  3. Pay fees
  4. Use the official Saskatchewan website for more information

Yukon

  1. File the Name Reservation form
  2. File a Periodic Report (if applicable)
  3. Pay fees
  4. Use the official Yukon website for more information

Other factors to consider

  • Naming your business. Before registering your business, you’ll need to choose the right name for it. Depending on the province in which you’re doing business, you may need to register your business name separately.
  • Permits and licenses. You’ll need specific permits and licences from the federal, provincial or municipal governments, depending on your location, industry sector and specific activities that you plan to conduct.

International billing and payments

Your new business will require you to make and receive international payments, which means you’ll make transactions between currencies and across borders.

You can safely and affordably manage your business payments — with lower fees and stronger exchange rates — by comparing the services of a money transfer specialist.

Use a money transfer to manage your international business payments

Companies like Payoneer and XE can help you set up regular transfers to your vendors overseas.

Min. Transfer Amount Transfer Speed Online Transfer Fee Rate Amount Received Description CTA Details
$0 Same day USD 0.00 1.294 CAD 6,470 Save your time and money with XE Money Transfer for business Go to site Show details
$1 3 - 5 days USD 7.00 1.289 CAD 6,435 Enjoy high maximum transfers into more than 20 currencies, while saving up to 90% over local banks. Go to site Show details
GBP 5,000 Same day USD 0.00 1.287 CAD 6,437 Increase business efficiency with zero transaction fees and same-day transfers. Go to site Show details

Compare up to 4 providers

Disclaimer: Exchange rates change often. Confirm the total cost with the provider before transferring money.

Bottom line

It’s important to choose the right business entity to operate in Canada. Consider working with an organization that specializes in helping foreign businesses incorporate in the country — this will streamline your progress and help you avoid pitfalls along the way.

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