Red Giant

Hi,

I am looking to setup a branch of my limited company in Canada. I am a management and IT consultant currently based in London, UK.

I understand that I will need to arrange the necessary working visa for me but does anyone know a good source of information on setting up a Ltd. company in Canada and how easy is it to change states (i.e. work in BC if Ltd. registered in Alberta) if a contract requires me to so. Ideally I would like to have a registered postal address that can handle any mail (my accountant in the UK has a similar service) so would be interested if anyone has experience with setting this up.

Many thanks!

christmasoompa

Hi, and welcome to the forum.

No such things as a Ltd company in Canada, and each province will have it's own requirements so you'll need to be a bit more specific - which province were you thinking of, is it AB?

Also no such thing as 'states' in Canada btw. You'll find they are provinces.

There are various threads about setting up companies in Canada, which you can have a hunt for, although as I said a lot of the info will be province specific.

And I'd also check in to your visa options, as just setting up a company won't make you eligible for any kind of working visa. I'm sure you've researched it, but just didn't want you thinking a company branch in Canada would entitle you to anything.

Best of luck with it all.

printer

Yes there is, they are certainly everywhere in BC

christmasoompa

In name yes, but from my understanding they don't work the same way as a Limited company in the UK.

dbd33

They do in the sense used here. The purpose of the incorporation is put the contractor at arm's length from the pimp, er, agent or management consultancy. The use of such a company is of some tax benefit to the contractor but the primary purpose is to allow the pimp sustainable deniability of the suggestion that the contractor is an employee; this matters for a variety of reasons having to do with taxes, pensions, liability and employment standards.

For this purpose a Provincial incorporation (there are also Federal Canadian companies) of a numbered company will do. Such an entity can feely trade between Provinces and, indeed, States. You can pick up a numbered company at your local branch of the Ministry of Consumer Affairs (or whatever the local version's called). I expect Mailboxes etc. or Canada Post will supply a box and address but I don't think you can be a director of a corporation while being without fixed abode. Can you not get some sort of a roof over your head?

Former Lancastrian

I wonder if he is in the thought process of being an entrepreneur, investor & self employed group for PR status as per the Business Immigrant Program

http://www.cic.gc.ca/english/immigra...ness/index.asp

dbd33

Rereading, I don't think he intends to move to Canada, just to work here. In that case I would have thought billing from the UK, or wherever, would suffice.

Former Lancastrian

I would be more concerned about how much business he might expect to get in Canada as we have our own management and IT consultants and if the truth was really known how many Canadian companies hire US based employees to do that type of work, as most qualify under NAFTA T23 and do not require LMO's just a work permit.

Almost Canadian

Could you please explain this comment, as I have no idea what it is you are talking about.

In what way do you believe they are different?

Aviator

In Canada there are federal and provincial corporate registries.

Corporate limited liability works in the same way as in the UK. The one big difference is in the UK all ltd company accounts are filed at companies house and can be seen by the public, in Canada, private ltd company accounts are still filed, but are private.

Incorporating a business in Canada is not a short cut to immigration. Until and if you got residency you could be a director, but there would have to be Canadians on the board as well. You would be very restricted on what you could be beyond being a shareholder and a director.

Unless your business is highly specialised and sought after, you might want to do a lot of market research here, we are awash with management and IT consultants.

Steve_

Depends on how much work you're doing in each Province. If you just have the occasional customer outside your home Province then you incorporate in that Province, if it's frequent and net revenue is more than $500,000, then you should set up a Federal corporation.

It's pretty straightforward, you file the articles of incorporation at the registry office, they do a NUANS search on the name you provide and as long as it is unique they register the corporation. Then every year you have to do a T2 obviously, Alberta also has provincial corporation taxes.

Depending on the net revenue of the corporation, there are two different types for tax purposes, a regular corporation or if the revenue is less than $500,000 you can register as a Canadian Controlled Private Corporation - however the majority of the corporation must be owned by people resident in Canada for tax purposes to do this, which may not be possible from what you're saying if it's owned by a UK corporation. (The advantage to a CCPC is much lower corporate tax rates).

You must get a business number from the revenue which is used for GST, payroll and corporate tax filing, Alberta also has a CAN number which you need also.

If you occasionally stray into BC then you also need to register for BC provincial sales tax if you're actually selling anything there. (Which really pissed me off because they scrapped HST, it was much easier when they were in HST because you just charged a different rate and used your GST number). Ditto for any other provinces with local sales taxes.

In Canada the place where you report to work is where your tax home usually is, so say your business is in Alberta, the business will be withholding Alberta income taxes and you pay Alberta income/payroll taxes on the payments from the corporation to you even though you may have worked in BC.

delsol79

Well it would depend on whether he is a straightforward IT consultant or has a specialism which is lacking in Canada. Either way - do not be too concerned

JonboyE

As said above, you can incorporate federally or provincially. A federal corporation can operate across Canada and have its registered and records office anywhere in the country.

A provincial corporation must have its registered and records office in the province. It must be a physical address where the public can examine the company's records (who are the shareholders/directors etc). A PO Box will not do. A provincial corporation can sell goods or services across the country, but if it sets up a place of business in another province it must register as an extra-provincial corporation in that province.

A federal corporation must have a certain number of directors who are resident in Canada. I can see nothing in the BC Business Corporations Act that refers to the residence of Directors.

The guide to setting up a corporation in BC is here http://www.bcregistryservices.gov.bc...es/index.page?

james.mc

Can I clarify something here. Highlighted in red above - I would expect that PR's on the board would suffice?

It is our intention to register a Ltd co in BC as PR's (when we finally get PR that is) but initially with no Canadians on the board at all.

JonboyE

Canadian residents rather than Canadian citizens. As I said above, there is nothing I can find in the BC Act that says anything about the residence of the directors. The company must have a physical address in BC (can be a lawyer's office). The directors must have mailing addresses. The form you use to notify the Corporate Registry of a director's address has lines for "province/state" and "country."