No matter for new immigrants or old immigrants who have been rooted in Canada for a long time, many people may be unfamiliar with the steps of opening a company in Canada. For example, can foreigners open a company? Can all industries allow foreigners to open a company? What are the requirements for the company’s registered capital? What are the requirements for legal persons? How to register a company?
In fact, Canada and China are very different. The government doesn’t have so much interference in business activities. In general, it is to draw a big circle to tell you what is absolutely impossible. As long as the rest are still in the circle, you can play by yourself.
In most cases, the government does not object to foreigners’ investment and business in Canada. There are only some special industries that may have some restrictions on the level of national security. Moreover, in most cases, there is no minimum investment requirement, so the concept of registered capital does not exist.
Of course, some of the friends who come to Canada to run companies hope to immigrate. For such companies, the immigration office will have some additional requirements.
First of all, understand the corporate form in Canada:
There are three types of Companies in Canada, which are called company form in Canada. The main advantages and risks (disadvantages) of each form are as follows:
1. Wholly owned company
The English name is sole proprietary. This is a company run by an individual with responsibility. There is no clear boundary between the owner and the company. It is the simplest of the three Canadian company forms
(1) the procedures are simple and the expenses are saved. At the beginning of the company, it is only necessary to register with the local government department and obtain the business license. The registration includes: the holder of his own name and business does not need to register a company first.
(2) there is no need to submit a report to the Canadian companies registry every year, and even when filling in income tax, it is only necessary to fill in the individual tax return once.
(3) have the right to exercise all functions of the company and enjoy all profits.
(4) the relationship between the owner and the company is self employment, which can be operated in the name of individuals and companies, and can be invoiced in the name of individuals and companies.
(1) when a company is established in its own name, any liability arising from the operation of the company shall be borne by the owner of the company.
(2) when the business loses money, the creditors of the company can pursue any personal property of the owners who have nothing to do with the company, that is, use all the property of the company or individuals to pay off the debts.
2. Joint venture
The English name is partnership. This is a joint-stock company, trust company, etc. run by two or more shareholders, which belongs to trade or business activities. It is one of the three forms of Canadian companies whose complexity belongs to the middle position
(1) two couples or a family, such as restaurants, supermarkets, grocery stores, law firms, accounting firms, etc.
(2) it can be composed of individuals and individuals, individuals and companies, companies and companies, which belongs to the nature of partnership.
(3) this kind of company is as suitable to start up as a sole proprietorship company. It only needs to register with the local government and obtain a business license.
(4) in addition to the mining industry and manufacturing industry, the joint venture may not necessarily be registered.
Each shareholder of the joint venture company provides capital, labor, property or technology for the company and shares the company’s profits.
(1) legally, each partner shall bear all debts of the company.
(2) the existence of the company depends on the continuity of the joint venture. If one of the two joint venture companies leaves or declares bankruptcy, the joint venture relationship will naturally disintegrate, that is, the company no longer exists.
(3) each joint venture shareholder can sign the contract on behalf of the company, and the commitment made by any shareholder for the company shall be the responsibility of all joint ventures.
(4) as the joint venture has to bear the company’s debts and legal liabilities, it is better to make clear the agreement when the joint venture is opened, and never think of it until the joint venture has problems; when the joint venture is filing tax at the end of the year, it is also necessary to calculate the profits and losses each joint venture shareholder receives according to the joint venture agreement, and then file tax separately.
It should be noted that there is a special form of joint venture company, namely limited partnership. One shareholder is responsible for all the operation of the joint venture company and all the debts and legal liabilities of the joint venture company. The other shareholders, limited partners, are not entitled to participate in the administrative operation of the company, and their liabilities are only limited to the amount of capital contribution.
In particular, the limited company in the form of joint venture company is different from the pure limited company. It is a combination of joint venture company and limited company.
3. Limited company
The English name is incorporation or corporation. This is a company established in the name of a limited company. It is an independent legal entity with clear boundaries with shareholders.
(1) it is established according to the cooperation terms of the shareholders, which are embodied in the memorandum and articles of association of the limited company.
(2) limited liability of shareholders, limited to the capital invested by shareholders in the company, responsible for the company’s debts, and will not affect the personal property of shareholders. In other words, if the business of a limited company fails, the creditors can only pursue all the property in the name of the company, but not the other personal property of the shareholders.
(3) the shareholders can distribute the shares of the limited company to their spouses or children to reduce the income tax. The company has continuity. Because this kind of company is an independent legal entity, even if the members of shareholders change, the company still exists. In other words, the change of the ownership of a limited company and the transfer of shares will not affect the existence of the company.
(1) a limited company must be registered, and the registration fee is required. The annual report shall be paid to the company registry of Canada every year, and the fee is relatively higher than the first and the second.
(2) the limited company itself does not declare tax separately, and the shareholders themselves also report income tax separately. The tax declaration procedures are more than the first and second forms, and the content is more complicated.
Secondly, registration procedures:
The registration procedure of Canadian provincial Corporation is generally divided into several steps: name checking, preparation of application form and articles, submission of application to the government and collection of registration documents.
Name search is mainly to check whether there is a company with the same name or similar name before registering the company, and obtain the name search report nuans Name Research Report. At present, the approval regulations and time of the company’s name are different in each province of Canada.
Take several major provinces for example, Alberta and Ontario are for computer approval, generally without the same name, and the approval results can be obtained immediately; BC Province is for manual approval, which is relatively strict, and the approval time depends on the number of applications, currently about 9 working days. It should be noted that name checking is a professional job.
Not only should we ensure that there is no company with the same name, but also we should have enough experience to analyze the name search report and evaluate whether there may be disputes due to similar names in the future. This is also the reason why professional services are required for general company registration.
After the name is approved, you can fill in the application form and prepare articles of association.
The information required in the general form is: company name, registered address, minimum and maximum number of directors, name and address of founder and director. The articles of association generally include the business restrictions of the company, the type, number and corresponding rights of the issued shares, share transfer and other provisions.
Identity requirements: each province has different requirements for identity. Both a province and an Province require that 25% of the directors (at least 1 if the number of directors is less than 4) be resident Canadian; BC Province does not have such requirements, so it is suitable for foreign people to start business in Canada
Relationship among founders, directors and shareholders: it can be held concurrently by the same person (a limited company can be established by a single person) or by different persons. The government’s requirements are mainly for directors. In addition to the above identity requirements, each province generally requires directors to be individuals who are over 18 years old, have the capacity to act and are not in bankruptcy
Business scope: in contrast to China, the registration of Canadian companies generally indicates the scope of business, not the scope of business
Registered address: it should be the address of the province where the registration is located. Generally, post office box is not allowed
If the directors meet the requirements and there is no special content in the articles of association, the government will issue the certificate of incorporation as soon as the application is submitted, and the company registration process will be completed.
At present, all provinces in Canada can apply for company registration through the Internet, and the corresponding certificates and other documents issued by the government are PDF electronic documents.
After the provincial company registration is completed, it can carry out business not only in the province, but also in other provinces. However, it needs to go through the extra provincial registration procedures in other provinces. Generally, it is necessary to check the name and fill in the application form. The provincial fees and approval time are different.
1. The biggest difference between the federal government and the provincial government is that there is no so-called sole partnership and partnership at the federal level. In order to register Canadian business in the federal aspect, there is only one kind of incorporation. Federal Corporation has similar registration procedures with the province, but the name approval is very strict.
The first reason is that the federal company registration is carried out nationwide in Canada, and there are many opportunities for duplicate names; in addition, the approval is carried out manually, not only cannot be the same, nor can the pronunciation be similar. For example, new and nu, tech and Tek are considered the same when they are approved. In addition, the approval time is relatively long. At present, the service standard of the government is the name application submitted before 1:00 p.m. of the same day and the reply before 5:00 p.m. of the same day; the application submitted after 1:00 p.m. of the next day and the reply before 5:00 p.m. of the next day, but the latest approval time is sometimes extended to 3-4 working days, especially during the summer vacation, the approval progress has slowed down.
After the name is approved, the application form and articles of Association for federal company registration are similar to Ontario. The requirements for directorship are the same as for Ontario, which requires 25% of directors to be resident in Canada. At present, the Canadian government encourages the use of online applications to achieve paperless office. After the general application is submitted, you can immediately.
2. It is very important to sign the contract
Before starting a Canadian company, it is better to sign a cooperation contract, which is an important link between the limited company and the joint venture company. Do not conflict with the withdrawal or withdrawal of shares in the future because it is a friend, family, fellow townsman, past partner, etc. Of course, the rights and obligations of shareholders should be clearly defined when signing a contract before the establishment.
A. the amount of each individual or company’s investment.
B. if more capital turnover or share expansion is needed in the operation, whether each shareholder invests in proportion.
C. if the company is profitable, what standard should it be allocated.
D. whether the shareholders participate in the daily operation of the company, whether each shareholder has the right and responsibility to participate, and whether each participating shareholder pays monthly salary.
E. if there are new shareholders to join, whether the consent of all shareholders is required. If any shareholder withdraws, how to deal with it. In case of the death of a shareholder, how to deal with his (her) expediency.
3. Methods of registration and establishment of branches
A limited company is registered in various provinces of Canada. If the company has an office or branch in other provinces of Canada, it must have a local director’s certificate or entrust a local resident as the company manager. It usually takes a month to register a Canadian company.
4. Annual report of the company
After the registration of a Canadian company, an annual report shall be submitted to the company registration office of the provincial government of Canada where the company is located every year, including the list of directors, address and fees paid. The company will be cancelled if it owes the company registration fee for two years.
5. Pay income tax
A Canadian company may carry on any lawful business after registration, subject to quarterly income tax payments to the federal tax office of Canada. If the company is not in operation for the time being, it is also necessary to fill in the statement and report it to the tax bureau.
6. Information to be provided by the registered company
A. three names of Canadian companies to be registered (in English).
B. if the registrant of a Canadian company is a Chinese company, it must be notarized by a notary public in China (English version).
C. The name, ID card or passport, photocopy of address, telephone number and fax number of the shareholders of the Canadian company.
D. business scope of Canadian company.
E. provide a list of at least one Canadian as a director of Canada.
F. for a company registered in a province of Canada, if it establishes a branch in another province of Canada, it must have the address certificate of the local director, or entrust a local Canadian resident as the company manager.
7. Documents obtained by the registrant
A. business license of Canadian company
C. Canadian share certificate
D. signature and metal stamp of the original address of the Canadian company
E. information documents of shareholders, directors and secretaries of Canadian companies are returned to Sohu for more information