Canada-Ontario (EPC)


Canada was founded by Jacques Cartier in 1534. At the beginning of the 17th century the French established their first colonies. In 1610 England founded the city of St. John’s, Newfoundland. The Seven Years’ War between France and England led to the supremacy of Great Britain over these territories. In 1797 Canada was divided into Lower Canada and Upper Canada which were merged into the united Province of Canada in 1840. The Province of Canada, Nova Scotia and New Brunswick were united in 1866. In 1867 Canada was formed as a federal dominion of four provinces: Ontario, Quebec, New Brunswick, and Nova Scotia. In 1919 Canada joined the League of Nations. In 1945 it was one of the founding members of the United Nations. Finally, Canada gained its independence in 1982. At the present time it is a federal state consisting of ten provinces and three territories.

Service packages

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Service item Express Standard Optimum
Company registration
Legal address per year
Secretarial services for the first year
Fees and duties for the first year
Apostilled bound set of incorporation documents
Compliance fee
Nominee service per year
Bank Account Pre-approval
Price

2 600 USD

2 600 USD

3 100 USD

I want to order «»

Contact method: and / or

Core Services

2 600 USD

— Incorporation

including incorporation tax, state registry fee, including Compliance fee

included

— Annual government fees

Stamp Duty and Corporate Registry incorporation fee

1 600 USD

— Corporate legal services

including registered address and registered agent, NOT including Compliance fee

150 USD

—Delivery of documents by courier mail

DHL or TNT, at cost of a Courier Service

500 USD

— Apostilled set of Statutory documents

Related services

Tax Certificate

Company’s tax residence certificate for access to double tax treaties network

Certificate of Good Standing

Document issued by a state agency in some countries (Registrar of companies) to confirm a current status of a body corporate. A company with such certificate is proved to be active and operating.

Certificate of Incumbency

Compliance fee

Compliance fee is payable in the cases of: renewal of a company, liquidation of a company, transfer out of a company, issue of a power of attorney to a new attorney, change of director / shareholder / BO (except the change to a nominee director / shareholder)

250 USD

Basic

simple company structure with only 1 physical person

50 USD

For legal entity in structure under GSL administration

additional compliance fee for legal entity in structure under GSL administration (per 1 entity)

100 USD

For legal entity in structure not under GSL administration

additional compliance fee for legal entity in structure NOT under GSL administration (per 1 entity)

350 USD

For client with high risk Status

Cost of incorporation, including first year servicing 2600
Cost of annual service, starting from the second year 1600
Open account in 26780
Incorporation timescale for a turnkey company 14 days
Country 26739

General information shortly

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Total area Population Capital Unemployment Corruption perceptions index rank
1.076.395 sq. km 12.851.821 (2011) Toronto 6.9% (2013) 9 (2013)
Location east-central Canada
National currency Canadian dollar
Conditional reduction of currency CAD
Against USD 0.91
Climate, average max and min t° varies from humid continental on the south to subarctic in the north; the average temperature in January is −4 °C, the average temperature in July is +23 °C.
Time difference from Moscow - 8 hours
Dialing code +1
State language English
Ethnic groups European 76.7%, Asian 14.2%, Aboriginal 4.3%, Black 2.9%, Latin American 1.2%, multiracial 0.5%, other 0.3%
Literacy rate 99%
Credit rating AAA
Government type Constitutional monarchy
Executive branch Government: Cabinet of ministers; Head of the Government: Prime MInister
Legislative branch bicameral Parliament: Senate (105 members) and House of Commons (308 members). Ontario has an 107-member elected Legislative Assembly
Judicial branch Supreme Court of Canada, Federal Court of Appeal, Provincial courts of appeal, Federal Court, Tax Court, high courts and provincial courts
GDP per capita rank 10 (2013)

Corporate info

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Shelf companies permitted Legal system Incorporation timescale for a turnkey company Cyrillic alphabet permitted in company name Local registered office
No Common Law, based on English Common Law 14 days No Yes
Types of entity Sole proprietorship; General Partnership; Limited Partnership; Corporation; Not-for-profit Corporation; Extraprovincial Corporation; Branch Office
Incorporation timescale for a new company 7 days
Company suffix “Limited”, “Limitée”, “Incorporated”, “Incorporée” or “Corporation” or corresponding abbreviations “Ltd.”, “Ltée”, “Inc.” or “Corp.”
Sensitive words “co-operative”, “credit union” or “municipal”, “Engineering”, “Nursing Home”, “bank”, “trust”, “insurance”, “stock exchange”, “college,” “institute,” or “university”
Local registered agent Yes
Information to be kept at the registered office No
Seal required, type of seal not required
Redomiciliation (to, from) permitted not permitted

Director and secretary

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Minimum number of directors Residency requirements for directors Corporate directors permitted Disclosure to local agent Disclosure to public
N/A N/A No No No
Directors’ meetings/frequency/location N/A
Company secretary required N/A
Residency requirements for a secretary N/A
Qualified secretary required No
Corporate secretary permitted No

Shareholder and beneficiary

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Minimum number of shareholders Residency requirements for shareholders Corporate shareholder permitted Disclosure to local agent Disclosure to public
N/A N/A Yes No No
Meetings/frequency/location N/A
Beneficiary info disclosure to No

Shares and share capital

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Minimum authorized share capital Minimum issued share capital Minimum paid share capital Authorized capital payment deadlines Bearer shares permitted
N/A N/A N/A N/A No
Issued capital payment deadlines N/A
Standard currency N/A
Standard authorized share capital N/A
Standard par value of shares N/A
Shares with no par value permitted No

Taxes

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Min. rate for corporate tax Capital gains tax VAT Withholding tax Exchange control
38% 50% of the regular rate 5% 25%/0%/25% No
Personal tax 15-33%
Corporate tax (in detail) The base federal tax rate is 38%.
Capital gains tax. Details Half of the gains from the sale of assets are included in income taxed at regular tax rates.
VAT. Details The federal GST rate is 5%. GST is similar to VAT.
Other taxes Social contributions, Property tax, Land transaction tax
Stamp duty No

Accounts

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Requirement to file accounts Publicly accessible accounts Audit required Requirement to file Annual Return Publicly accessible Annual Return
No No No Yes No
Requirement to prepare accounts No
Double tax treaties network 94
Tax Exchange Information Agreement network 24
OECD member Yes
Offshore/onshore status according to the RF laws No

GENERAL INFORMATION

General Info

Ontario is a province located in east-central Canada. It is Canada's most populous province , and is the second largest province in total area (after Quebec).
Total area of Ontario is 1.076.395 sq. km. Population is 12.851.821 people (2011). Ethnic groups include European (76.7%), Asian (14.2%), Aboriginal (4.3%), Black (2.9%), Latin American (1.2%), multiracial (0.5%), other (0.3%).
The capital of Ontario is Toronto.
The official language of Ontario is English.
The official currency is Canadian dollar (CAD). 1 USD is equal to 0.91 CAD.
The climate of Ontario varies from humid continental on the south to subarctic in the north. Significant precipitation, mild winter and warm summer are typical of south. There is less precipitation in the north, the temperatures are low, the winter is long and severe, the summer is short and warm. The average temperature in January is −4 °C, the average temperature in July is +23 °C.
Time difference with Moscow is - 8 hours.
Literacy rate is 99%.
Calling code of Canada is +1.

History

Canada was founded by Jacques Cartier in 1534. At the beginning of the 17th century the French established their first colonies. In 1610 England founded the city of St. John’s, Newfoundland.
The Seven Years’ War between France and England led to the supremacy of Great Britain over these territories. In 1797 Canada was divided into Lower Canada and Upper Canada which were merged into the united Province of Canada in 1840.
The Province of Canada, Nova Scotia and New Brunswick were united in 1866.
In 1867 Canada was formed as a federal dominion of four provinces: Ontario, Quebec, New Brunswick, and Nova Scotia.
In 1919 Canada joined the League of Nations. In 1945 it was one of the founding members of the United Nations.
Finally, Canada gained its independence in 1982.
At the present time it is a federal state consisting of ten provinces and three territories.

Government Type

Canada has a parliamentary system within the context of a constitutional monarchy.
The head of state is Queen Elizabeth II, who also serves as head of state of 15 other Commonwealth countries and each of Canada's ten provinces. As such, the Queen's representative, the Governor General of Canada carries out most of the federal royal duties in Canada. The Lieutenant-Governor of Ontario is the Queen of Canada's representative in the Province of British Columbia.
Executive power is vested in the government - the Cabinet, a committee of ministers of the Crown responsible to the elected House of Commons and chosen and headed by the Prime Minister of Canada, the head of government. To ensure the stability of government, the governor general will usually appoint as prime minister the person who is the current leader of the political party that can obtain the confidence of a plurality in the House of Commons.
Legislative power is vested in the Parliament, comprised by the Queen (represented by the Governor General), Senate and House of Commons. The 105 members of the Senate are not elected but appointed by the Governor General. Their seats are apportioned on a regional basis, and they serve until age 75. The House of Commons consists of 308 members who are elected by simple plurality in an electoral district or riding. Ontario has a 107-member elected Legislative Assembly.
Judiciary power is vested in the Queen (the head of judiciary) and Royal courts. All the provincial and federal courts are organized like a four-level pyramid. The Supreme Court of Canada is the highest court instance in the country which delivers final sentence. It controls Federal Court of Appeal as well as all the provincial courts of appeal. The lower courts are Federal Court, Tax Court, high courts and provincial courts.

Economy

Canada is one of the world's wealthiest nations, and is a member of the Organization for Economic Co-operation and Development (OECD) and Group of Eight (G8).
As with other developed nations, the Canadian economy is dominated by the service industry, which employs about three quarters of Canadians. Canada is unusual among developed countries in the importance of the primary sector, with the logging and oil industries being two of Canada's most important. Canada has a mixed economy. According to the index of Heritage Foundation it has a lower level of economic freedom than in the United States, but a higher level than in the most West European countries.
Canada is additionally one of the world's largest suppliers of agricultural products; the Canadian Prairies are one of the most important global producers of wheat, canola, and other grains. Canada is a leading manufacturer of zinc and uranium, and is a leading exporter of many other minerals, such as gold, nickel, aluminum, steel, iron ore, Coking Coal, and lead.
Canada also has a sizeable manufacturing sector centred in southern Ontario and Quebec, with automobiles and aeronautics representing particularly important industries.
Canada is one of the world's top ten trading nations. The largest importers are the United States, Great Britain and Japan.
Canada is one of a few developed countries which exports energy products.
Ontario is Canada's leading manufacturing province, accounting for 52% of the total national manufacturing shipments in 2004. Ontario’s economy is highly diversified, including industrial and agricultural manufacturing as well as service sector. Ontario’s GDP is almost two times higher than in Quebec which ranks second in Canada.
Manufacturing of transport vehicles, paper, chemicals, and steel is highly developed. Hamilton is the largest steel manufacturing city in Canada.
Fossils: Sudbury District provides 2/3 of nickel and 1/3 of copper. Among other fossils are zinc, silver, platinum, iron, uranium and gold. The province also produces stone, marble, granite, and salt. Under the Erie lake gas and oil deposit were discovered.
Ontario's largest trading partner is the American state of Michigan. In export distribution, automobile parts comprise 40.4%, machines and mechanicals – 10.8%, electrical systems – 5.6%, plastics – 4.1%. As for import, automobile parts comprise 17.7%, electrical systems – 10.8%, plastics – 4.2%, scientific, professional and photo equipment – 3.6%.

CORPORATE INFORMATION

Legal System

The legal system of Canada is English common law for all matters within federal jurisdiction and in all provinces and territories except Quebec, which is based on the civil law, based on the Custom of Paris in pre-revolutionary France as set out in the Civil Code of Quebec.
In Ontario, the legal system is based on English common law.

Types of Entity

The principal forms of business organization in Ontario are:
  • Sole proprietorship;
  • General Partnership;
  • Limited Partnership;
  • Corporation;
  • Not-for-profit Corporation;
  • Extraprovincial Corporation;
  • Branch Office.

For offshore purposes, the most common structures in Ontario are the extra-provincial corporation and limited partnership.

Extraprovincial Corporation

Extraprovincial Corporation is a company incorporated, continued or amalgamated federally or in other Canadian provinces (extra-provincial domestic) than Ontario. It is a company with transferable ownership, continuous existence and separate legal entity. The Ministry of Government Services issues Ontario Corporation Numbers to domestic corporations that wish to carry on business in Ontario. Non-resident foreign corporations (including offshore corporations) must obtain an extra-provincial license in order to operate and carry on business in Ontario as set out in the Ontario Extra-Provincial Corporations Act. This extra-provincial license (EPL) must be obtained before the non-resident foreign corporation commences carrying on business in Ontario.
Non-resident foreign limited liability companies are unincorporated organizations and are a hybrid of both a corporation (separate legal personality) and a partnership (flow-through taxation). Unlike non-resident foreign corporations, non-resident foreign limited liability companies are not subject to the Ontario Extra-Provincial Corporations Act and are not required to obtain an Ontario extra-provincial license in order to operate and carry on business in Ontario. Rather, non-resident foreign limited liability companies are extra-provincially registered in Ontario under the Ontario Business Names Act. Registration is a simple process with a nominal Ontario government filing fee of CAD $80.00. The government processing time is the same day.
In accordance with the Ontario Extra-Provincial Corporations Act, “carrying on business” is defined very broadly to cover most business/commercial activities. It includes, but is not limited to, having an Agent for Service, representative, warehouse, office, and/or an interest in real property (other than a security interest, such as a mortgage) in Ontario.
The status of an Ontario extra-provincial corporation enhances the business image of non-Canadian companies. The extra- provincial license gives rights to the non-resident foreign corporation to set up an office, open a bank account and conduct business in the Province of Ontario and, from Ontario, conduct business with all other Canadian provinces/territories and overseas.
It is important to note that the extra-provincial registration of the non-resident foreign corporation in Ontario does not create a separate Canadian legal entity; however, such corporation registered as an extra-provincial corporation in Ontario will still be subject to tax on its income earned in Canada at the regular corporate tax rates

INCORPORATION

Company Name

Every corporation in Canada must have a name; it may be a corporate name or a numbered name.
Company name must be distinct from the names of all other corporations in Ontario.
A corporate name should contain three elements:
  • a distinctive element (such as a surname or other unique term);

  • a descriptive element (e.g., Manufacturing, Consulting, Trading); and

  • a mandatory legal element: Limited, Limitée, Incorporated, Incorporée or Corporation or the corresponding abbreviations, Ltd., Ltée, Inc. or Corp.

A company name should not contain any prohibited words or phrases, such as “co-operative”, “credit union” or “municipal”, “Engineering”, “Nursing Home”, “bank”, “trust”, “insurance”, “stock exchange”, “college,” “institute,” or “university”, as well as words suggesting connection with government.
Company name should not be obscene or too general.
Business names must be registered in the Roman alphabet (English, French, Spanish, Italian, Latin, etc.) and may contain numerals.

In order to have the exclusive use of a corporate name in Canada, you must provide two things to Corporations Canada:
  • A NUANS Name Search Report – a document that includes a list of business names and trademarks that sound similar to the name an incorporator is proposing. The list is drawn from NUANS, the national data bank of existing and reserved business names as well as trademarks registered and applied for in Canada. Note that a NUANS Name Search Report is valid for 90 days from the date of the report. If you do not apply to incorporate within this period, you will have to obtain a new report. You can order a NUANS Name Search Report online 
and pay the fees of approximately $20 by credit card, or you can ask for a report from a search house, an independent, private-sector business that charges a fee for advice on the availability of your corporate name choice.
  • Information about the name: The approval of the name may be facilitated if you provide information about your reasons for choosing the name.

An approved federal corporate name offers an extra degree of protection of your rights to that name. Specifically, federal incorporation allows your business to operate using its corporate name right across Canada, which is important if you decide to expand your business to other provinces or territories.
Every incorporating jurisdiction in Canada screens proposed corporate names. However, if you incorporate under the legislation of one province or territory and later want to expand your business to another province or territory, you could find that another corporation is already using a name similar to yours in that other location.
Please note that the Province of Quebec does not currently provide corporate name data to NUANS. It
 is your responsibility to verify with the Registraire des entreprises, Quebec that the chosen corporate name is not used in Quebec by another business.

Instead of asking Corporations Canada to approve a name for your corporation, you can also choose to have a number name assigned (e.g., 1234567 Canada Ltd.). In such cases, Corporations Canada simply assigns the next available number when processing the articles. You must ask
for a number name when you apply for your Articles of Incorporation. A NUANS Name Search Report is not needed.
Many companies choose this option when a corporate name is not important to their business. This ensures faster processing and saves the expense of a NUANS Name Search Report.
Another option is to apply for a number name and ask
 for a name change later. To replace a number name by
a corporate name, you must amend your Articles of Incorporation by filing Articles of Amendment and paying the $200 fee. In this case, a NUANS Name Search Report is required.
Some incorporators choose this option when they want to incorporate a business but do not have enough time to obtain approval for a corporate name.

Incorporation

To incorporate an extra-provincial company in Ontario, the following steps are required:
1. Complete Form 1 Application for Extra-Provincial License and Form 2 Appointment of Agent for Service : these forms should be completed in duplicate and bear original signatures on both copies.
2. Conduct and obtain required Ontario NUANS name search report to reserve name in Ontario (CAD $48.00)
3. Prepare Ontario Agent for Service Agreement
4. Obtain Certificate of Status from the home jurisdiction, issued under seal of office and signed by the proper officer of the home jurisdiction setting out:
  • the name of the corporation;
  • the date of incorporation or amalgamation;
  • the jurisdiction to which the corporation is subject;
  • that the corporation is a valid and subsisting corporation.

Note: If the home jurisdiction will not issue an original Certificate of Status with the above information, a legal opinion from a lawyer authorized to practice in that jurisdic¬tion, setting out all the above information, will be required.
The Ontario Extra-Provincial License is issued under the Ontario Extra-Provincial Corporations Act.
The foreign corporation receives its Ontario Extra-Provincial License with an assigned Ontario corporation number confirming its extra-provincial registration in Ontario.
The government fee for license is $330.00.
It takes 3 to 4 weeks to register a company extra-provincially.

Local Registered Office and Agent for Service

Every extra-provincial corporation that carries on its business in Ontario shall ensure the continuing appointment, at all times, of an individual, of the age of eighteen years or older, who is resident in Ontario or a corporation having its head office or registered office in Ontario as its agent for service in Ontario on whom service of process, notices or other proceedings may be made and service on the agent shall be deemed to be service on the corporation.

Seal

A Canadian corporation is not required to have a seal. If you want to have a corporate seal for your corporation, you may purchase one from a legal stationery store or commercial supplier.

COMPANY STRUCTURE

Directors

Not applicable. Directors of the EPC are not required to be reported on the public records in order to obtain and maintain an Ontario extra-provincial license (EPL).

Secretary

Not applicable. Secretaries and other officers of the EPC are not required to be reported on the public records in order to obtain and maintain an Ontario extra-provincial license (EPL).

Shareholders

Not applicable. Shareholders of the EPC are not required to be reported on the public records in order to obtain and maintain an Ontario extra-provincial license (EPL).

Beneficiary

Not applicable. Beneficiaries of the EPC are not required to be reported on the public records in order to obtain and maintain an Ontario extra-provincial license (EPL).

Share Capital and Shares

Not applicable.

CANCELLED EXTRA-PROVINCIAL LICENSE

Ceasing to Carry on Business in Ontario

If a corporation with an Extra-Provincial License decides to cease carrying on business within the province of Ontario, the corporation must complete and submit in duplicate, Application for Termination of Extra-Provincial License, Form 4 under the Extra-Provincial Corporations Act to the Companies and Personal Property Security Branch.
In addition, the corporation must submit an Initial Return/Notice of Change, Form 2, under the Corporations Information Act to the Companies and Personal Property Security Branch with the Application for Termination of Extra-Provincial License, Form 4. This form must be completed with the appropriate information and must include the “Date Commenced” business activity in Ontario and the “Date Ceased” carrying on business activity in Ontario (item numbers 9 and 10 on the form).

TAXATION

Personal Income Tax

Residents of Canada pay income tax on their worldwide income, non-residents on income from sources in Canada.
Income tax is levied at the federal level and at the level of 10 provinces and 3 territories.
Federal tax is levied on a progressive scale:
  • Income up to CAD 49,020 – 15%
  • Income from CAD 49,020 to 98,040 – 20.5%
  • Income from CAD 98,040 to 151,978 – 26%
  • Income from CAD 151,978 to 216,511 – 29%
  • Income over CAD 216,511 – 33%

The provinces and territories set their own tax rates and income levels to which they apply. These rates are also progressive, ranging from 4% to nearly 26% depending on the income level and the province or territory. The determination of taxable income is the same as the federal one, with the exception of Quebec.
There is also a specially calculated alternative minimum tax payable if it exceeds the regular tax. The alternative minimum tax may be credited in future years against the regular tax if the regular tax liability exceeds the alternative minimum tax level.
Half of the gains from the sale of assets are included in the income taxed at the ordinary rates. There are special rules for determining the profit from the sale of shares and dividends for tax purposes.

Corporate Income Tax

Canadian companies are taxed on their worldwide income, non-resident companies are taxed on Canadian-sourced income.
The basic federal tax rate is 38%. It is reduced to 28% for income generated in the province or territory of Canada. There are reduced rates for small companies, for manufacturing companies, etc. Regarding the income generated in the province/territory, a provincial/territorial income tax is also levied, the rates of which generally range from 2% to 16% depending on the size of the profit and the particular province/territory.
Half of the gains from the sale of assets are included in the income taxed at the ordinary rates. There are special rules for determining the profit from the sale of shares and dividends for tax purposes. Dividends from Canadian companies, as a general rule, are not taxed in the hands of a receiving Canadian company.

CFC Rules

A foreign affiliated company is a foreign company in which a Canadian resident holds at least 1% of the capital and, together with related parties, at least 10%. In the case of more than 50% holding, a foreign company is considered as controlled.
Certain types of income of a foreign affiliated company are included in the taxpayer’s taxable income. Usually this is income from property, passive income with a few exceptions, and certain capital gains.

Withholding Tax

Withholding tax on dividends and royalties is levied at the rate of 25%. Interest paid to unrelated parties is not subject to withholding tax.
The tax may apply to certain other types of income.
The tax rates can be reduced under double tax treaties (DTT).

VAT (Goods and Services Tax – GST)

The federal GST rate is 5%. GST is similar to VAT. A similar tax may also apply at the provincial level. For example, five provinces levy HST (Harmonized Sales Tax) according to rules similar to GST at the rates ranging from 13% to 15%. Quebec levies a similar tax on certain transactions at the rate of around 10%. Several other provinces have introduced provincial retail sales taxes applying their own rules and rates.

Property Tax

Property taxes are levied by municipalities and provinces/territories.

Land Transfer Tax

The tax is levied by provinces and territories. The rates generally range from 0.02% to 3%; the rates are usually higher for non-residents, who may be subject to an additional tax.

Double Tax Agreements

Canada has exchange of information relationships with 118 jurisdictions through:
  • 94 DTCs: Algeria, Argentina, Armenia, Australia, Austria, Azerbaijan, Bangladesh, Barbados, Belgium, Bermuda, Brazil, Bulgaria, Cameroon, Chile, China, Colombia, Croatia, Cyprus, Czech Republic, Cote d'Ivoire, Denmark, Dominican Republic, Ecuador, Egypt, Estonia, Finland, France, Gabon, Germany, Greece, Guyana, Hong Kong, Hungary, Iceland, India, Indonesia, Ireland, Israel, Italy, Jamaica, Japan, Jordan, Kazakhstan, Kenya, Korea (Republic of), Kuwait, Kyrgyzstan, Latvia, Lebanon, Lithuania, Luxembourg, Malaysia, Malta, Mexico, Moldova (Republic of), Mongolia, Morocco, Namibia, Netherlands, New Zealand, Nigeria, Norway, Oman, Pakistan, Papua New Guinea, Peru, Philippines, Poland, Portugal, Romania, Russian Federation, Senegal, Serbia, Singapore, Slovakia, Slovenia, South Africa, Spain, Sri Lanka, Sweden, Switzerland, Tanzania, Thailand, Trinidad and Tobago, Tunisia, Turkey, Ukraine, United Arab Emirates, United Kingdom, United States, Uzbekistan, Venezuela, Vietnam, Zambia, Zimbabwe.
  • 24 TIEAs: Anguilla, Aruba, Bahamas, Bahrain, Brunei Darussalam, Cayman Islands, Cook Islands, Costa Rica, Curacao, Dominica, Guernsey, Isle of Man, Jersey, Liechtenstein, Panama, Saint Kitts and Nevis, Saint Lucia, Saint Vincent and the Grenadines, San Marino, Sint Maarten, Turks and Caicos Islands, Uruguay, Virgin Islands (British).

Exchange Control

There are generally no restrictions on foreign exchange transactions.

ACCOUNTS

Accounting Records

Canadian corporations must prepare and maintain accounting records. There is no requirement for these accounting records to be available for consultation by shareholders.

Financial Statements

A corporation must prepare financial statements. There is no requirement to file these statements with Corporations Canada.
Financial statements must be prepared in accordance with the Generally Accepted Accounting Principles, as set out in the Canadian Institute of Chartered Accountants Handbook - Accounting.
You must provide copies of your financial statements to your shareholders at least 21 days before your corporation’s annual meeting each year.

Audit

At the shareholders’ meeting, shareholders must, by ordinary resolution, appoint an auditor to audit the corporation’s financial statements. However, shareholders may decide by a unanimous resolution (voting and non-voting shares) not to appoint an auditor.
The requirement for an auditor increases the reliability of the financial statements and improves protection for stakeholders.

Annual Return

Generally speaking, Annual Return is a short review on the current state of the company, which is prepared by the company secretary annually. As a rule it includes the following information:
  • Incorporation information (registration date, registered address);
  • Information about directors and their resignation;
  • Information about secretaries and their resignation;
  • Information about registered capital, nominal value of shares and amount of issued shares;
  • Information about shareholders and share transfer.

Like federally incorporated businesses, all corporations in British Columbia must file Annual Return every year with Corporate Registry within 60 days after its anniversary date. The anniversary date is the date the corporation was created (i.e., the date of incorporation, amalgamation or continuance). For purposes of filing the Annual Return, the anniversary date consists of the month and the day of the month. The anniversary date can be found on the corporation’s Certificate of Incorporation, Amalgamation or Continuance.
The Annual Return is a document that provides information about your corporation. This information lets Corporate Registry make sure that your corporation complies with certain requirements of the law. It also allows Corporations Canada to maintain its database of federal corporations. Note that the annual return is not the corporation’s tax return which must be filed with the Canada Revenue Agency.
The Annual Return can either be completed and filed: online at the Corporate Registry website, by email, fax or mail: you can download the Annual Return form on the Corporate Registry website. You can also obtain a paper copy from Corporate Registry.

Tax Returns

The tax year coincides with the financial year. It can be set at the choice of the company, but cannot exceed 53 weeks.
Corporate income tax returns are filed within 6 months of the tax year-end.
Advance tax payments are made monthly, in some cases quarterly.
The final tax payment is made within 2 months of the tax year-end.

International law relations

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Party to the Hague Convention (Apostille) Legal system Double tax treaties network OECD member Offshore/onshore status according to the RF laws
No Common Law, based on English Common Law 94 Yes No

Public authorities and legal acts

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List of laws and regulations
Act name Scope of law
Canada Business Corporations Act corporations
Canada Business Corporations Regulations corporations
Competition Act competition
Copyright Act copyright
Income Tax Act income tax
Income Tax Regulations income tax
Business Corporations Act corporations (ON)
Corporations Information Act corporations (ON)
Business Name Act business name (ON)
Partnerships Act partnership (ON)
Limited Partnerships Act limited partnership (ON)
Corporations Tax Act corporations tax (ON)
Extra-provincial Corporations Act extra-provincial corporations (ON)
Tax treaties entered Algeria, Argentina, Armenia, Australia, Austria, Azerbaijan, Bangladesh, Barbados, Belgium, Bermuda, Brazil, Bulgaria, Cameroon, Chile, China, Colombia, Croatia, Cyprus, Czech Republic, Côte d'Ivoire, Denmark, Dominican Republic, Ecuador, Egypt, Estonia, Finland, France, Gabon, Germany, Greece, Guyana, Hong Kong, Hungary, Iceland, India, Indonesia, Ireland, Israel, Italy, Jamaica, Japan, Jordan, Kazakhstan, Kenya, Korea (Republic of), Kuwait, Kyrgyzstan, Latvia, Lebanon, Lithuania, Luxembourg, Malaysia, Malta, Mexico, Moldova (Republic of), Mongolia, Morocco, Namibia, Netherlands, New Zealand, Nigeria, Norway, Oman, Pakistan, Papua New Guinea, Peru, Philippines, Poland, Portugal, Romania, Russian Federation, Senegal, Serbia, Singapore, Slovakia, Slovenia, South Africa, Spain, Sri Lanka, Sweden, Switzerland, Tanzania, Thailand, Trinidad and Tobago, Tunisia, Turkey, Ukraine, United Arab Emirates, United Kingdom, United States, Uzbekistan, Venezuela, Viet nam, Zambia, Zimbabwe
Tax Exchange Information Agreement (TEIA) Anguilla, Aruba, Bahamas, Bahrain, Brunei Darussalam, Cayman Islands, Cook Islands, Costa Rica, Curaçao, Dominica, Guernsey, Isle of Man, Jersey, Liechtenstein, Panama, Saint Kitts and Nevis, Saint Lucia, Saint Vincent and the Grenadines, San Marino, Sint Maarten, Turks and Caicos Islands, Uruguay, Virgin Islands (British)
List of state regulatory authorities
Government of Canada http://www.canada.ca/en/index.html?utm_medium=decommissioned+site&utm_campaign=Canada+Site+Redirect+Tracking&utm_source=canada.gc.ca/menu-eng.html&utm_content=Launch+Tracking
Canada Department of Justice http://www.justice.gc.ca/eng/
Canada Revenue Agency http://www.cra-arc.gc.ca/menu-eng.html
Corporations Canada http://www.corporationscanada.ic.gc.ca/eic/site/cd-dgc.nsf/eng/home
Canada Business Network http://www.canadabusiness.ca/eng/
NUANS Corporate name search http://www.nuans.com/nuansinfo_en/home-accueil_en.cgi
BizPal http://www.bizpal.ca/en/
Bank of Canada http://www.bankofcanada.ca/?_ga=1.239112899.1559606440.1398271160
Canada Tourism Commission http://en-corporate.canada.travel
Province of Ontario http://www.ontario.ca/welcome-ontario
Ontario Ministry of Finance http://www.fin.gov.on.ca/en/index.html

    Associate Partner:

    TMF Group

    TMF Group was founded in 1988. With operations in more than 75 countries across the Americas, Asia Pacific, Europe, Africa and the Middle East, we focus on providing specialised and business-critical financial, corporate secretarial and human resource administrative services. This enables you to accelerate your growth and operate your corporate structures, financial vehicles and investment funds in different locations without using multiple providers. We help to reduce risk, control costs and simplify operations.

    Ontario Corporation Registration

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    Regards, GSL Law & Consulting Lawyer, Head of UK GSL office Aniko Sebok

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    Valerija Filipova

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