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Company registration Canada for foreign owners

Company Incorporation Guide

Company registration Canada for foreign owners

Applicable country/region: CA - Canada

Published: Updated:
  • Written by our advisory team
  • Canada rules and requirements
  • Checked against official sources

Guide overview

What to settle before filing, and what comes after

For company registration, Canada lets a founder or parent company abroad form a corporation, federally or provincially. A founder first weighs it against a sole proprietorship, which one person owns. Corporations Canada, the federal registry, handles the federal route. The corporation needs a word name or a numbered name that skips the name check. Its registered office sits in the province named in its articles. Filing happens online, and a federal corporation exists from the date on its certificate of incorporation. Tax accounts and the bank follow. Registering your business this way leaves open which form fits, who must be identified, what the address must do, which tax accounts are automatic and what follows the certificate.

Company registration Canada: choosing the form and the route

COMPANY TYPES

Company registration Canada: choosing the form and the route

A sole proprietorship has no legal existence apart from its owner, who carries its losses personally, and its business income is the owner's own. A corporation is a separate legal entity that contracts and owns property in its own name. Choose depending on the type of business and its owners. A foreign company may hold every share, but only an individual can be a director. The route is federal, under the Canada Business Corporations Act (CBCA), or provincial. Ontario and British Columbia set no residency rule for directors. Federally, at least 25% of directors must be resident Canadians, and at least one if there are fewer than four. A federal word name carries the right to use it across Canada.

Reading the company types

Rows cover ownership, shareholder and director rules, capital and notes for each company type.

Basic Information

Flag of CanadaCanada SPFlag of CanadaCanada Ltd
Ownership:
Private Ownership
Ownership:
Consolidated Ownership
Limited Liability:
Negative
Limited Liability:
Positive
Publicly Participates In Capital Market:
Negative
Publicly Participates In Capital Market:
Negative

Shareholder / Director / Secretary Requirements

Flag of CanadaCanada SPFlag of CanadaCanada Ltd
Requirements For Shareholders:
No requirements
Requirements For Shareholders:
Minimum one shareholder
Requirements For Directors:
No requirements
Requirements For Directors:
Minimum one director
Legal Representative Not Mandatory:
Positive
Legal Representative Not Mandatory:
Positive
Local Directors Not Mandatory:
Positive
Local Directors Not Mandatory:
Positive
Local Secretaries Not Mandatory:
Positive
Local Secretaries Not Mandatory:
Positive

Registered Capital Requirement

Flag of CanadaCanada SPFlag of CanadaCanada Ltd
Minimum Registered Capital Requirement:
No registered capital: a sole proprietorship has no share capital.
Minimum Registered Capital Requirement:
No minimum registered capital requirement.
Capital Injection Not Required:
Positive
Capital Injection Not Required:
Positive

Memo

Flag of CanadaCanada SPFlag of CanadaCanada Ltd
Memo:
No director residency rule in Ontario (since 5 July 2021) or British Columbia. A federal (CBCA) corporation needs at least 25% resident Canadian directors, and at least one if it has fewer than four (CBCA s.105(3)).

REQUIRED DOCUMENTS

Two checks on who controls a new corporation

At Corporations Canada, Form 2 is signed by an incorporator or, if the incorporator is a corporation, by an individual it authorizes. A federal corporation also files information on its individuals with significant control (ISC) when it incorporates. These are people who own, control or direct 25% or more of the voting shares or of all shares by fair market value, or who have control in fact. The bank runs its own check under rules of the Financial Transactions and Reports Analysis Centre of Canada (FINTRAC). It must confirm that the corporation exists and find out who owns or controls it, directly or indirectly. Through a corporate shareholder, the question passes to the people behind that company.
Two checks on who controls a new corporation

Reading the documents

Rows are document types grouped by who provides them; each entry ends with its process and format.

Natural Person Shareholders & Directors's Required Documents

Flag of CanadaCanadian Sole-Proprietorship RegistrationFlag of CanadaCompany Registration Canada(Ontario / BC)
Passport:
Passport front page scans of shareholders and directors;
Process: Not ApplicableFormat: Scan Copy
Proof of Address:
Shareholder and director address proof: Water, electricity, and gas bills or bank statements scans. Needs to be translated into English. The document should clearly indicate the shareholder's/director's name, address, and a date within one month.
Process: Not ApplicableFormat: Scan Copy

Legal Entity Shareholders's Required Documents

Flag of CanadaCanadian Sole-Proprietorship RegistrationFlag of CanadaCompany Registration Canada(Ontario / BC)
Proof Of Registration / Business License:
English translation of the business license of the holding company + English notarization;
Process: NotarizationFormat: Scan Copy
Company Bylaw:
The English translation of the company's articles of association and notarization in the holding company.
Process: NotarizationFormat: Scan Copy
Passport:
The legal representative of the holding company and shareholders holding more than 25% of the shares need to provide a notarized English translation of their passport.
Process: NotarizationFormat: Scan Copy
Proof of Address:
The address proof of the legal person holding shares and the shareholders holding more than 25% of the company's shares: scanned copies of water, electricity, and utility bills or bank statements. They need to be translated into English, and the documents should clearly indicate the name of the legal person, address, and date, and should not be older than 1 month.
Process: Not ApplicableFormat: Scan Copy
What the registered office must do, and how costs divide

REQUIREMENTS AND ESTIMATED COST

What the registered office must do, and how costs divide

The panel's Canadian address requirement belongs to the sole proprietorship. When you register your business in Canada as a corporation, the counterpart is the registered office, and it must work as a legal address. Corporations Canada's Form 2 instructions rule out a post office box and warn that documents sent there are legally treated as received. The address is published with the directors' names and addresses, though a director may list an address for service instead of a home address. A provider may add its own service fee to the published government fee, outside the registry's schedule. No registry fee covers a private name search, registration in a second province or the bank account.

Reading the requirements

Base cost is the service and government fees; each requirement shows if it is included and what solving it costs; the estimate adds them up.

Base Cost

Flag of CanadaCanadian Sole-Proprietorship RegistrationFlag of CanadaCompany Registration Canada(Ontario / BC)
Service Fee:
USD 500
Service Fee:
USD 1,950

Requirements

Flag of CanadaCanadian Sole-Proprietorship RegistrationFlag of CanadaCompany Registration Canada(Ontario / BC)
Registered Address: Need to have a Canadian address

Individual business registration in Canada requires a Canadian address. If you do not have a Canadian address, you can choose Yi Zi Huan Qiu's address hanging service. This product already includes one year of address hanging service.
Included: Yes ×1.00

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TAX

Tax residence and the accounts a new corporation needs

Incorporation in Canada brings tax residency and tax on worldwide income, unless a treaty says otherwise. Federally and in most provinces, the Canada Revenue Agency (CRA) assigns the Business Number (BN) and corporation income tax account automatically. Goods and services tax / harmonized sales tax (GST/HST) and payroll accounts come separately. A business owned only by non-residents, or by another business, cannot use Business Registration Online and mails Form RC1. Taxable supplies above CAD 30,000 in one calendar quarter or four consecutive calendar quarters make GST/HST registration due within 29 days of its effective date. The small business deduction needs Canadian-controlled private corporation (CCPC) status, which non-resident control rules out.
Tax residence and the accounts a new corporation needs

Reading the tax data

Rows cover corporate income, withholding, value-added and capital gains tax, plus effective rates, for each jurisdiction.

Corporate Income Tax (CIT)

General CIT Rate:
Federal corporate income tax: 15%. Provincial and territorial CITs range from 8% to 15%.
CIT Return Due Date:
After six months from the end of the company's fiscal year.
CIT Payment Due Date:
Typically, two months after the end of the company's tax year.
CIT Estimated Payment Due Date:
Tax installment payments are usually due on the last day of each month.

Withholding Tax (WHT)

Non-Resident Withholding Tax (Dividend/Interest/Royalty):
25/25/25

Value-Added Tax (VAT)

General VAT Rate:
5% - 15%
Learn More Value-Added Tax (VAT)

Capital Gain Tax (CGT)

General Capital Gain Tax Rate:
Half of the capital gains are considered as taxable capital gains, recorded as company income and taxed at the regular tax rate.

Effective Tax Rate (ETR)

Composite Effective Average Tax Rate:
23.74
Composite Effective Marginal Tax Rate:
13.74

Conclusion

Annual filings, other provinces and the bank account

Once the certificate is issued, compliance means two separate filings. The annual return to the registry keeps the corporation active, and the T2 corporation income tax return goes to the CRA. Both are due every year whether or not you are operating your business, and a federal corporation that stops filing can be dissolved. A federal name does not replace an extra-provincial registration in each province or territory where the corporation carries on business activities. Having an address, a post office box or a phone number there typically counts. The last step of company registration in Canada is to open a business bank account, which the bank approves separately once it has verified the corporation.

About Canada
Jurisdiction Overview

About Canada

Ontario and British Columbia let a foreigner be sole director and shareholder; stable politics, low costs, banking, SMEs.

View Complete Information

References

ised-isde.canada.ca · naming corporationcanada.ca · sole proprietorshipised-isde.canada.ca · individuals significant controlfintrac-canafe.canada.ca · bor engfintrac-canafe.canada.ca · 11 engised-isde.canada.ca · instructions completing form 2 initial registered office address and first board directorsised-isde.canada.ca · public disclosure corporate informationlaws-lois.justice.gc.ca · section 250canada.ca · type corporationised-isde.canada.ca · annual return versus tax return they are not same thingised-isde.canada.ca · register federal corporation province or territoryised-isde.canada.ca · how incorporate businessised-isde.canada.ca · naming corporation how get namelaws-lois.justice.gc.ca · section 9laws-lois.justice.gc.ca · section 19laws-lois.justice.gc.ca · section 105ised-isde.canada.ca · share structure and shareholderscanada.ca · corporationcanada.ca · sole proprietorships partnershipsised-isde.canada.ca · individuals significant control file your informationfintrac-canafe.canada.ca · fin engontario.ca · ontario business registryontario.ca · register your business onlinecanada.ca · corporation income taxcanada.ca · residentcanada.ca · when register chargecanada.ca · corporation income tax returnised-isde.canada.ca · policy annual filings canada business corporations actised-isde.canada.ca · next steps following incorporation your businesslaws-lois.justice.gc.ca · section 5laws-lois.justice.gc.ca · section 2laws-lois.justice.gc.ca · section 3laws-lois.justice.gc.ca · section 125
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