How to Start a Business in Canada as a Foreigner

Everything you need to know to Start a Business in Canada as a Foreigner - A Complete Canada Incorporation Guide
Denise E
Denise E
Senior Financial Editor & Contributor
Last Updated: April 15, 2021
Date Published: March 17, 2021

There are many benefits to doing business in Canada.

Aside from the fact that its proximity to the United States is convenient, there are some other benefits that foreign entrepreneurs know about that entice them to incorporate there.

They have a pretty stable economy, they have been lowering their corporate tax rates and are one of the lowest internationally, and doing business in Canada is familiar – the cultures are not too different.

If you are a foreigner looking to start a new business in Canada or expand your current business to a foreign corporation, this article is going to cover everything you need to know to get the process started.

How to Start a Business in Canada as a Foreigner

foreign business in canada

Choosing a Business Entity

Canada has four common entity types for foreign investors looking to register a Canadian business: Corporation, Partnership, Sole Proprietorship, and Cooperative.

Unlike the United States, Canada does not have an equivalent to an LLC (limited liability company), so if you want more limited liability protection, you will need to choose a corporation as your business entity type.

Corporation

A corporation is its own legal business structure set apart from the individuals who founded the business.

Through incorporation, the company’s owner or owners create a separate legal entity to transact business.

Corporations can do many things that people can do, including acquiring property, signing contracts, having bank accounts, and filing lawsuits.

Corporations can make a profit, be taxed, and can be held legally liable.

The primary benefit to a corporation is a limited liability entity.

Incorporating creates a legal entity separate from its shareholders or its members, shielding your personal assets from creditors or legal actions against your business.

Corporations are more complex so they are more expensive to setup and they are more highly regulated.

In some cases, you may be required to show proof that you are a Canadian resident or citizen. This may be required for all of the corporations directors.

If you are not a Canadian resident, you may be eligible for a start up visa program that can help you become a Canadian citizen.

This business immigration option is great if you have a qualifying business. Learn more here.

An immigration lawyer can also help you navigate the business immigration program.

Partnership

A partnership is simply 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.

This means that if a contract is broken, you could be financially liable.

Sole Proprietorship

A sole proprietorship is going to be the most affordable option in terms of setting up a business. It is also pretty straight forward and simple to setup.

However, this type of entity comes with unlimited liability which means that you, as the business owner, are personally liable for any debts the company may incur.

In other words, if you default on a loan or balance due, creditors will have the right to go after your personal and business assets to recoup their losses.

Co-operative

A cooperative is the least chosen business entity type but we want to mention it here because there are some businesses that fit into this category.

A cooperative is a legally incorporated corporation that is owned by an association of persons seeking to satisfy common needs such as access to products or services, sale of their products or services, or employment.

A cooperative can be set up as a for-profit or nonprofit entity.

Conduct a Name Search

Before registering your business, you will need to conduct a name search to make sure the name you want to choose for your business isn’t confusingly similar to existing company names.

To do this, you will conduct a Nauns name search to ensure your desired business name is available.

A Nuans report is a list of existing corporate and business names, as well as trademarks, that are similar to the one being proposed.

A Nuans report helps avoid choosing a name that is already in use.

Keep in mind that this search is mandatory when registering a federal Corporation in Canada.

Prepare Documentation

When preparing your documentation, you will have to know whether you want to register your business Federally or Provincially.

The documentation changes based on which option you choose but here are a basic list of requirements that you should gather as a starting point:

  • Certificates of Incorporation
  • NUANS report conducted in the last 90 days
  • Full Registered Name of the Business
  • List of names and addresses for each director (minimum of 1 is required)
  • List of names and addresses for each shareholder (minimum of 1 is required)
  • Description of company’s business or business idea – mission statement and explanation of purpose
  • Bank reference letters
  • Copies of Passports
  • Business License(s)
  • Resume and Photo
  • Lease contracts of any Canadian office addresses

This is just the basic list, there may be additional document requests depending on where you register your company and which officials you work with.

It may be a good idea to work with a company that helps foreign investors create businesses in Canada.

Two reputable incorporation services are MyCorporation and LegalZoom.ca.

They will handle all of the paperwork for you so that you can focus on growing your business.

Federal vs. Provincial Incorporation in Canada

One of the first decisions you will need to make when registering your business is deciding if you will create a provincial or federal company.

There are a few considerations to keep in mind when choosing whether to incorporate in a federal or provincial jurisdiction.

First will be the level of protection you wish to have for your corporate name.

Even though both Federal and Provincial jurisdictions require that a corporate name not be confusingly similar with another name, the rules are applied differently from Province to Province.

Incorporating federally under the Canada Business Corporations Act (CBCA) provides much greater protection for your corporate name, as names are more thoroughly analyzed by the federal government.

While that means your name may be harder to get approved, it demonstrates that federally registered corporate names are much more protected.

When filing in a Provincial jurisdiction, the name is much more likely to be accepted unless it is identical to previously registered name.

In some cases, a similar name may be registered and approved in another Province due to the less ‘strict’ nature of the search.

Another consideration to make is the cost of incorporating your business.

When you register a business on a federal level, you must also register extra-provincially in one ore more Provinces ( except for Ontario and Prince Edward Island ).

Extra-provincial registration is a process that both Canadian corporations in Canada and foreign corporations must complete when they seek to do business in Canada or in various provinces or territories throughout Canada.

This means that you will need to register Federally and in each Province, paying the fees for all registrations.

The last consideration to makes is where you want to register your business.

Every Province requires that your corporation retain an address within the Province if you wish to conduct business there.

You can optionally appoint a registered agent within a Province to accept service of legal documents and as a contact point for the corporation.

Once you have decided whether to incorporate at a provincial or federal level, you will need to register with the department that handles incorporations in your chosen province.

Incorporating FederallyIncorporating Provincially
PROS
  • Business name protection
  • Ability to do business in other provinces
 
  • Lower fees
  • Ideal if you only plan on doing business in one province
CONS
  • Higher fees
  • More documentation requirements
 
  • Business name not protected federally
  • Will have to register your business name in each province you want to operate in

Registration Guide by Province

As mentioned earlier, each province or territory in Canada may have specific requirements that vary from their neighboring province.

In this section we are going to briefly cover how to register in each one specifically and provide a direct link to the local government websites where you will find all of the additional information you need.

Alberta

  • Alberta NUANS report within 90 days
  • Appoint an Alberta-focused attorney
  • Gather necessary charter or formation documents that have been certified by a company official, a public notary or a government official
  • Fill out the appropriate forms
  • Pay fees
  • Submit entire application package to an authorized Alberta service provider
  • Use the official Alberta website for more information

British Columbia

  • NUANS report within 90 days
  • Complete and submit your Registration Statement
  • Get a business number
  • Pay fees
  • Maintain documents as part of company’s records for future reference
  • Use the official British Columbia website for more information

Manitoba

  • NUANS report within 90 days
  • Complete the Articles of Incorporation
  • File annual returns (if applicable)
  • Pay fees
  • Complete the Articles of Amendment
  • Provide notice of:
  • Use the official Manitoba website for more information

New Brunswick

Newfoundland and Labrador

Northwest Territories

  • NUANS report within 90 days
  • Register name and approval with Corporate Registries
  • Provide a Certificate of Compliance/Good Standing/Status
  • Pay fees
  • Use the official Northwest Territories website for more information

Nova Scotia

  • NUANS report within 90 days
  • Register name and approval
  • File an application through Access Nova Scotia Centre
  • Wait 5-10 days
  • Pay fees
  • Use the official Nova Scotia website for more information

Nunavut Territory

Ontario

  • NUANS report within 90 days
  • Register business name – this registration must be renewed ever five years in Ontario
  • Pay fees
  • Use the acquired Master Business License as proof of name registration
  • Contact the Ministry of Finance to ensure registration
  • Use the official Ontario website for more information

Prince Edward Island

  • NUANS report within 90 days
  • Register business name
  • Get a form of certificate for business name
  • Apply to register business through the Corporations Registration Act
  • Pay fees
  • 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

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

Saskatchewan

  • NUANS report within 90 days
  • Register your business name
  • If no directors live in Saskatchewan you must attach a Power of Attorney form when applying
  • Pay fees
  • Use the official Saskatchewan website for more information

Yukon

  • NUANS report within 90 days
  • File the Name Reservation form
  • File a Periodic Report (if applicable)
  • Pay fees
  • Use the official Yukon website for more information

If you’re ready to expand globally, Canada may be an ideal country in which to start.

Currently, the OECD has projected steady growth for Canada in the coming years.

This stability is attractive to business owners looking for a trusted market to begin an international expansion. For that reason, Canada may be the perfect test market for companies in financial services, digital media, and renewable energy, among others.

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  1. Canada.ca "Starting a Business" Page 1 . April 7, 2021

  2. Government of Canada "Naming a Corporation - How to get a name" Page 1. April 7, 2021