I act as Canadian counsel for U.S. companies coming north, and the pattern is familiar: a growing American business lands a Canadian customer or wants to hire a Canadian engineer, and suddenly needs a Canadian legal footing it did not plan for. The good news is that Canada is a straightforward place to set up. The trap is assuming it works exactly like Delaware. A few things do not.
Not every move into Canada needs a new company. If you are only selling remotely to Canadian customers, you may need nothing more than contracts that work under Canadian law and attention to sales tax and privacy. If you want a light presence, a Canadian representative or registering your existing U.S. company to do business here (an extra-provincial registration of the foreign entity) can be enough. You generally want a Canadian subsidiary when you are hiring Canadian employees, taking on liability here, opening a real office, or when a customer or investor expects a Canadian entity to contract with. Decide this first, because it changes everything downstream.
If you do incorporate, the first fork is federal (under the Canada Business Corporations Act) or provincial (in Ontario, the Business Corporations Act). Federal gives you a nationally protected name and a bit of prestige, but it comes with a catch that surprises Americans: at least 25% of the directors of a federal corporation must be Canadian residents (and if there are fewer than four directors, at least one). Ontario, by contrast, removed its director-residency requirement in 2021, so an Ontario corporation can have an all-American board. For a U.S. company without a Canadian director lined up, that single difference often decides it. Whichever you choose, you then register extra-provincially in each other province where you actually carry on business.
Once the structure is chosen, a proper setup runs through the same list every time:
Incorporate the company (federal or provincial) and reserve the name. Organize it: directors, officers, share issuance, by-laws, and a minute book that actually exists, because a Canadian corporation with no minute book is a due-diligence problem waiting to happen. Register extra-provincially wherever you carry on business outside the home jurisdiction. Get a business number from the CRA, and open the accounts you need, most commonly a GST/HST account and, if you are hiring, a payroll account. Register for provincial sales tax where it applies. Set up payroll and confirm employment-standards, workers-compensation, and remittance obligations for each province you employ in. Open a Canadian bank account, which is often the slowest step for a foreign-owned company, so start it early. Maintain a registered office and, for a federal corporation, keep the residency math right on the board.
Four things cause most of the pain. The first is the federal director-residency rule, discovered after incorporation rather than before. The second is tax nexus: doing enough business in Canada to create a taxable presence (a permanent establishment) without realizing it, which is a conversation to have with a cross-border accountant before, not after. The third is worker classification. Treating a Canadian worker as a contractor when Canadian law would call them an employee creates real liability, and the tests here are not identical to the U.S. ones. The fourth is simply skipping extra-provincial registration and the minute book, which turns a clean company into a messy one the day someone does diligence on it.
Incorporation itself is fast, often a day or two. The realistic critical path is the bank account and, if you are hiring, payroll setup, which can take a few weeks. A typical engagement runs: decide structure, incorporate and organize, register extra-provincially, obtain CRA accounts, then hand you a clean minute book and a short memo on your ongoing obligations. Most companies are operating in weeks, not months.
I set up Canadian subsidiaries for U.S. companies on a fixed fee for the incorporation and organization, quoted up front, so you know the cost before you start. Where it is useful I coordinate with a cross-border accountant on the tax and payroll side rather than pretend law and tax are the same thing. And I stay on as your Canadian counsel for the contracts, hiring, and questions that follow, which is usually the real reason a U.S. company wanted Canadian help in the first place. If you are weighing a move into Canada, a short call is usually enough to tell you whether you need a subsidiary at all and what the clean version looks like.
Not necessarily. If you are selling remotely, you may only need contracts that work under Canadian law plus attention to GST/HST and privacy. A subsidiary is usually driven by hiring Canadian employees, opening an office, or a customer or investor requiring a Canadian entity to contract with.
The deciding factor is often directors. A federal corporation requires at least 25% Canadian-resident directors; Ontario removed its residency requirement in 2021, so an Ontario corporation can have an all-U.S. board. Federal offers stronger national name protection. The right answer depends on your board and where you operate.
Under the Canada Business Corporations Act, at least 25% of directors must be resident Canadians (at least one if there are fewer than four directors). Several provinces, including Ontario, British Columbia, and Alberta, have no residency requirement, which is why U.S. companies without a Canadian director often incorporate provincially.
Yes, if you carry on business in more than one province. You incorporate in one jurisdiction and then register extra-provincially in each additional province where you actually operate, hire, or have a place of business.
A business number is your company's account identifier with the Canada Revenue Agency. Most companies also register for GST/HST once they exceed the small-supplier threshold or want to claim input tax credits, and a payroll account if they hire employees.
Only if they genuinely are, under Canadian tests that weigh control, ownership of tools, risk, and integration. Misclassifying an employee as a contractor creates liability for unpaid source deductions, vacation and termination entitlements, and more. This is worth confirming before you hire, not after.
Incorporation is often a day or two. The realistic timeline to be fully operational is a few weeks, usually gated by opening a Canadian bank account and setting up payroll for a foreign-owned company. Starting the bank account early is the single best way to compress the timeline.
I quote a fixed fee for incorporation and organization up front, plus government filing fees. Ongoing Canadian counsel for contracts, hiring, and questions is separate and scoped to what you need. You will know the cost before any work starts.
Twenty minutes, no charge — a straight read on where you stand.
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