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Overview
Incorporation: 1 month – month and a half + delivery time for the courier
Minimum paid up capital: No minimum capital requirement
Overview
Covering most of the northern part of the North American continent and with an area larger than that of the United States, Canada is the second largest country in the world.
Canada is not an offshore jurisdiction. All companies registered in Canada are considered resident, and their income, received anywhere in the world, is taxable.
A Quebec Corporation is an attractive option for company formation and is a great way of setting up a regional headquarters in Canada. The region offers a generous tax regime for new investments, tax holidays for foreign researchers and experts, and provides access to the North American market.
Incorporation limits the liability of a corporation’s shareholders. This means that, as a general rule, the shareholders of a corporation are not responsible for its debts. If the corporation goes bankrupt, a shareholder will not lose more than his or her investment (unless the shareholder has provided personal guarantees for the corporation’s debts). Creditors also cannot sue shareholders for liabilities (debts) incurred by the corporation, even though shareholders are owners of the corporation.
Because corporations are taxed separately from their owners, and the corporate tax rate is generally lower than the individual tax rate, incorporation may offer you some fiscal advantages. We strongly suggest that you ask a lawyer or accountant to help you assess whether incorporating might save you money.
While a partnership or sole proprietorship ceases to exist upon the death of its owner(s), a corporation would continue to live on even if every shareholder and director were to die. This is because, in the case of a corporation, ownership of the business would simply transfer to the shareholders’ heirs.
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Name Check |
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Company Incorporation |
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Local secretary |
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Government fees |
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Registered office for 1 year |
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Delivery of original documents |
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Apostilled documents |
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Nominee director and shareholder |
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Total amount: |
€1,100 |
€1,800 |
€3,000 |
Comprehensive Guide to Company Incorporation
General information
Company structure
- ▪ Only one shareholder (can also be a legal person, no nationality restriction or residency restrictions)
- ▪ Only one director (can only be a natural person, no nationality or residency restrictions)
Confidentiality
- ▪ Beneficial owners’ details – Not part of public record
- ▪ Shareholders’ details – are part of the public record, if you wish to avoid it then please request a nominee service
- ▪ Directors’ details – are part of the public record, if you wish to avoid it then please request a nominee service
Taxation
0% – unless a company receives income in Canada
Other benefits
- ▪ Newly formed corporation should hold its first meeting of directors (called an organizational meeting) shortly after incorporation. The orders of business of an organizational meeting are usually to appoint officers, issue shares, make by-laws, appoint an auditor until the first meeting of shareholders and make banking arrangements. The first annual meeting of shareholders must be called within 18 months following incorporation. After the first meeting, the directors must call an annual meeting not later than 15 months after its last meeting and not more than 6 months after its financial year end.
Accounting requirements
A fiscal year-end is the official last day of the fiscal year of a company. The fiscal year-end does not necessarily need to be 31st of December. Shareholders of a private company may choose not to appoint an auditor for any given fiscal year and all the shareholders must agree to this decision. However, the decision is valid until the next annual meeting, where all the shareholders must once again decide in not appointing an auditor for the following fiscal year. A Quebec company must file annual returns with the respective authorities.
Secretary
Required (can also be a legal person, no nationality or residency restrictions)
Registered Agent
Not Required
Registered office
Required
Company name
- ▪ Language: French + version in any other language if desired
- ▪ Letters: From Roman alphabet
- ▪ Company name must end with such sufixes or their abbreviations: If a corporation’s name does not include the term “société par actions” or “compagnie”, “corporation” it must comprise the abbreviation “s.a.”, “ltée” or “inc.” at the end to indicate that the corporation is a limited-liability corporation. Alternatively, a Quebec company may be in form of number for instance (24575 Quebec Inc.)
- ▪ Restricted names: “Corporation/ Corp and Incorporated / Incorporée are not acceptable terms to be used for legal endings
N.B.
- ▪ Restricted connections for company name: name of state, national or local government.
- ▪ Any name that implies illegal activity or implies royal or government patronage is restricted.
- ▪ Registrar may reject any name which it considers undesirable or contrary to the public interest.
- ▪ Company name is restricted to be identical or similar that of an existing company.
- ▪ In case when foreign language is used for company name the translation must be provided to Registrar
Incorporation
- ▪ Name check and approval
- ▪ Filling the incorporation documents with the Registrar of Companies
- ▪ Payment of the government filing fee
- ▪ A standard set of original corporate documents
- ▪ Payment of the Government Fee
- ▪ Provision of registered agent and registered address for one year
- ▪ Provision of company secretary for one year
Please provide us with the following documents and data:
Incorporation
- ▪ A notarized copy of valid passport (of each Shareholder, Director, Beneficial Owner, Authorized Signatory)
- ▪ A copy of proof of residential address (ex. utility bill of each Shareholder, Director, Beneficial Owner, Authorized Signatory that is not older than 3 months) in English
- ▪ Optional: A notarized copy of Bank reference (of each Shareholder, Director, Beneficial Owner, Authorized Signatory)
- ▪ Optional: CV (of each Director and Shareholder)
N.B.
- ▪ If Shareholders and/or directors are legal persons, then it is required to submit full set of apostilled company documents and if company is operating more than 1 year it is required to submit certificate of Good Standing.
- ▪ If documents are not in English language or language of particular country, then they must be accompanied by a notarized translation.
Capital
- ▪ Amount of paid up capital
Company name
- ▪ Three company names in order of preference