Company registration Canada for non-residents

The first trade-off is whose assets stand behind the debts. A sole proprietorship is not a separate legal person, so its owner answers for its debts personally; it suits one person trading alone who wants the cheapest start. A corporation gives that shield and admits outside shareholders, and a foreign company may hold every share but cannot sit on the board, because a director must be an individual. Federal incorporation protects the name across Canada.

The federal registry asks for a signature: Form 2 is signed by an incorporator or, where the incorporator is a company, by an individual it authorises. The same application also asks who stands behind the company, through the register of individuals with significant control: any individual who owns, controls or directs 25% or more of the voting shares or of all shares by fair market value, alone or with others, or who has control in fact. Federal corporations have filed it with Corporations Canada since 22 January 2024. The bank asks separately: FINTRAC makes it confirm that the company exists, and banks ask for more than that, each something different.

The mistake to avoid is an address that cannot take legal papers. A corporation's registered office must be a real place in the province named in its articles, never a post office box, and Corporations Canada's Form 2 instructions warn that documents sent there are assumed in law to have been received. The address is also published with the directors' names and addresses, though a director may give an address for service instead of a home address. Costs have two separate parts: a published registry fee, the same for everyone, and a provider's unregulated service fee. A registry fee never covers a name search bought from a private supplier, a second province or the bank.

A corporation incorporated in Canada is resident there for tax and taxed on its worldwide income, including business income. No offshore exemption applies. On the federal route and in Ontario, British Columbia and Alberta, the Business Number (BN) and corporation income tax account come automatically; the sales tax and payroll accounts do not. Taxable supplies over CAD 30,000 in one calendar quarter end small-supplier status at once, and over four or fewer consecutive quarters at the end of the following month; registration for GST/HST is due within 29 days; a payroll account comes before the first salary. The small business rate belongs to a Canadian-controlled private corporation, which a corporation controlled directly or indirectly by non-residents is not.