Incorporate in Canada as a Non-Resident for $35
Incorporate your Canadian company for $35.00, HST included, government fees separate. A CPA checks the director residency rule and the withholding before we file. Start the incorporation intake form.
Director residency is the gate. Section 105(3) of the Canada Business Corporations Act requires at least 25 percent of a federal board to be resident Canadians, and at least one where there are fewer than four directors, so several provinces are the better door for a wholly foreign board.
We prepare and file your Canadian corporation for $35.00, HST included, with the registry charge passed on at its published amount. Open Corporation for $35 is a department of Gondaliya CPA. Part XIII withholds 25 percent on dividends, interest, rent and royalties leaving Canada unless a treaty reduces it.
Why Non-Residents Incorporating in Canada Incorporate
Canadian customers, landlords, wholesalers and payment processors contract with a Canadian entity holding a business number and a Canadian bank account. A foreign company invoicing from abroad gets slower onboarding, worse terms, often a refusal.
A corporation incorporated in Canada after 26 April 1965 is deemed resident here by subsection 250(4) of the Income Tax Act. It files a T2 on worldwide income and claims Canada’s tax treaties in its own right.
A branch costs more. A non-resident corporation carrying on business in Canada pays Part I tax on Canadian profits, plus 25 percent branch tax under section 219 on profits not reinvested here. A subsidiary replaces that with Part XIII withholding on dividends, which a treaty commonly cuts to 5 percent.
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Professional Corporation Rules
Incorporating in Canada as a non-resident is not a regulated profession, so there is no college, no certificate of authorization, no professional corporation and no restriction on who may hold a share. The gate is director residency.
Section 105(3) of the Canada Business Corporations Act requires at least 25 percent of a federal corporation’s directors to be resident Canadians, and at least one where there are fewer than four. Subsection 2(1) defines a resident Canadian as a Canadian citizen, or a permanent resident, ordinarily resident in Canada.
| Jurisdiction | Director residency requirement | Government incorporation fee |
|---|---|---|
| Federal, CBCA | 25 percent, one where fewer than four | $200.00 online |
| Ontario, OBCA | None, repealed 5 July 2021 | $300.00 online |
| British Columbia | None, no Canadian and no BC quota | $350.00, plus $30.00 name request |
| Quebec | None, head office must be in Quebec | $397.00 regular |
| New Brunswick | None, section 60 imposes no test | $262.00 e-filed |
| Nova Scotia | None, directors may all live abroad | $200.00 |
| Prince Edward Island | None, under section 80 | $215.00, as collected by the Online Corporate and Business Registry |
All six provinces still require a physical registered office in the province and refuse a post office box alone. Nova Scotia also requires a recognized agent resident there. See director residency requirements province by province.
Typical Share Structure for a Non-Resident-Owned Corporation
| Share class | Who holds it | Voting | Dividend entitlement | Why it is there |
|---|---|---|---|---|
| Class A common | Foreign parent or founder abroad | Yes | Discretionary | Control and growth. A parent in a treaty country holding 10 percent of votes reaches the 5 percent rate |
| Class B common | Canadian-resident co-founder | Yes | Discretionary | Puts votes in Canada, the only route back to CCPC status |
| Class C preferred | Foreign parent, for launch funding | No | Fixed | Returns capital as equity, keeping the thin capitalization ratio intact |
| Class D non-voting | Family member resident in Canada | No | Discretionary | Only where a split income exception is met |
Section 120.4 taxes split income at the top marginal rate, but reaches only a specified individual, and subsection 120.4(1) requires that person to be resident in Canada. A shareholder living abroad therefore sits outside the tax on split income and inside Part XIII instead.
The trap is the relative who is here, a spouse on a work permit or a child studying in Canada, who becomes a specified individual the day they become resident. The excluded shares exception needs 10 percent or more of both votes and fair market value. A CPA sizes each class before the certificate issues.
HST for Non-Residents Incorporating in Canada
GST/HST is imposed by the Excise Tax Act and administered by the Canada Revenue Agency. Registration is mandatory once worldwide taxable supplies exceed $30,000 in one calendar quarter or across four consecutive calendar quarters.
Common CRA Issues for Non-Resident-Owned Corporations
Part XIII under-withholding
Dividends, interest, rent and royalties paid to a non-resident attract 25 percent withholding unless a treaty reduces it, and Article X of the Canada-United States tax convention sets 5 percent for a company owning 10 percent of the voting stock. The trigger is a payment sent gross with no Form NR301 on file, and the CRA assesses the payer.
Regulation 105
Section 105 of the Income Tax Regulations requires 15 percent withheld from any fee paid to a non-resident for services rendered in Canada. The trigger is flying in a consultant from the parent and paying the invoice in full.
Thin capitalization
Subsection 18(4) denies interest on debt owed to specified non-residents once that debt exceeds 1.5 times the equity amount. The trigger is funding the launch by shareholder loan, and denied interest is then deemed a dividend and taxed again under Part XIII.
Transfer pricing
Section 247 lets the CRA restate intercompany management fees and royalties on arm’s length terms. The trigger is a round-number monthly charge with no contemporaneous documentation. Under subsection 247(3) a penalty of 10 percent of the adjustment applies once net adjustments exceed the lesser of $5,000,000 and 10 percent of gross revenue.
Small business deduction denied
The CRA reassesses where a non-resident holds de facto control, which subsection 256(5.1) defines as influence that, if exercised, would result in control. A shareholder agreement or funding covenant creates it without a share moving.
First-Year Compliance Calendar
| When | What is due | Who files it | What happens if it is late |
|---|---|---|---|
| Day 1 | Articles, directors register, registered office | Open Corporation for $35 | No corporation exists, nothing can be signed |
| Within 60 days | Ontario Initial Return, no fee | The corporation | Ministry may cancel the corporation |
| Before the first invoice | Business number and RC0001 tax account, CRA | The corporation | No account to file the T2 against |
| Day 1, or before $30,000 in supplies | GST/HST registration, Excise Tax Act | The corporation | Tax not charged comes out of your margin |
| 15th of each month | Part XIII withholding and payroll source deductions | The Canadian payer | Penalty rises from 3 percent to 10 percent past seven days |
| Within 53 weeks | First fiscal year end, chosen once | The corporation with its CPA | Year end defaults to a date suiting nobody |
| 2 months after year end | Balance of tax. The 3-month extension is for a CCPC, which this is not | The corporation | Interest at the prescribed rate |
| 3 months after year end | First quarterly GST/HST return, and instalments | The corporation | Instalment interest |
| 6 months after year end | T2, Schedule 29, and T106 above $1,000,000 | The corporation with its CPA | Late-filing and T106 penalties |
| 31 March each year | NR4 return for amounts paid to non-residents | The Canadian payer | Information return penalties |
| 10 months after year end | T1134 where a foreign affiliate is held | The corporation with its CPA | Penalties per affiliate |
| Anniversary, or year end | Annual return: federal $12.00, Ontario no fee | The corporation | Dissolution ends the right to trade |
We start with the passport, not the name.
The passport
Who will sit on the board, and is any of them a resident Canadian as CBCA subsection 2(1) defines it. If none are, federal incorporation is off the table unless you appoint a resident director, and the province is chosen from the six with no residency test rather than by habit.
Control
Who holds the votes decides whether the company is a Canadian-controlled private corporation, and subsection 256(5.1) means we read the shareholder agreement and any lending covenant, not just the share register. A founder who wants the small business rate must give real voting control to someone resident here, and most decide the 15 percent general rate is the better trade.
The money out
We map every payment crossing the border in year one, dividends, management fees, interest, royalties and service fees, and price Part XIII and Regulation 105 against the treaty in force with your country. That map decides the share classes.
The funding
Shares or shareholder loan, tested against the 1.5 to 1 thin capitalization ratio in subsection 18(4), because interest denied there is taxed a second time as a deemed dividend.
Office, year end, HST and the board
The registered office and agent for service, the fiscal year end, the GST/HST registration date and whether start-up input tax credits justify registering before $30,000, and where the board will physically meet, because that record answers a central management and control question three years later.
Information returns
The information returns your structure will generate: T106 above $1,000,000, T1134 if a foreign affiliate is held, and NR4 slips for every amount paid to a non-resident.
AFFORDABLE Incorporation Pricing for Non-Residents
Our fee is $35.00 with HST included. Every government fee is its own line, at cost.
| Item | Amount | HST | Total | Who charges it |
|---|---|---|---|---|
| Incorporation preparation and filing | $35.00 | Included | $35.00 | Open Corporation for $35, operated by WealthBamboo Inc. |
| Government fee, federal incorporation | $200.00 | None | $200.00 | Corporations Canada |
| Government fee, Ontario incorporation | $300.00 | None | $300.00 | Ontario Business Registry |
| Government fee, British Columbia incorporation | $350.00 | None | $350.00 | BC Registries and Online Services |
| Government fee, Nova Scotia incorporation | $200.00 | None | $200.00 | Registry of Joint Stock Companies |
| Government fee, New Brunswick incorporation | $262.00 | None | $262.00 | Service New Brunswick |
| Government fee, Quebec constitution | $397.00 | None | $397.00 | Registraire des entreprises du Québec |
| Government fee, PEI incorporation | $215.00 | None | $215.00 | Corporate Registry, PEI |
| Government fee, Ontario extra-provincial licence, corporations incorporated outside Canada | $330.00 | None | $330.00 | Ontario Business Registry |
Our Services for Non-Residents
Our professional fees include HST. Government fees are separate, itemised and charged at cost with no mark-up.
NUANS Report for Non-Residents
The name search a named company needs, screened first so the Canadian name sits comfortably beside the foreign parent’s brand.
Incorporation Service for Non-Residents
Articles drafted for a foreign parent or founder abroad, with the share classes set against Part XIII and the treaty in force with your country.
Address Service for Non-Residents
A registered office address in downtown Toronto for the public register and corporate mail, the physical address every province requires.
Payroll Service for Non-Residents
The payroll account opened before the first Canadian hire, with source deductions remitted on time so no director is personally exposed.
One Window Service for Non-Residents
The articles, the business number, the GST/HST and payroll accounts and the Initial Return set up in one engagement from abroad.
Corporate Annual Filing for Non-Residents
The Ontario Annual Return or the federal annual return filed on time, with director, officer and address changes kept current.
Corporate Tax Filing for Non-Residents
The T2 with Schedule 29, the T106 and the NR4 return, prepared so the Canadian and foreign books agree.
Federal Incorporation for Non-Residents
A federal corporation where your board includes a resident Canadian, with the name protected across Canada.
Holding Company Setup for Non-Residents
A Canadian holding company where the structure calls for one, reviewed against the foreign affiliate and treaty rules first.
The Bundle for Non-Residents Incorporating in Canada
Incorporation is the first hour of the file. Afterwards Gondaliya CPA sets up the CRA program accounts, keeps books a Canadian reviewer and a foreign parent can both read, files the T2, the GST/HST returns and payroll where staff are hired here, remits the Part XIII and Regulation 105 withholding, issues the NR4 slips, prepares the T106 and T1134 where the structure triggers them, keeps the significant control register current and files the annual returns.
Where a resident director is required, the firm appoints one under an indemnity agreement setting out the duties on both sides, and supplies the registered office address. That is a real appointment carrying real statutory liability, which is why it is accepted only where the bookkeeping and remittances are handled here as well.
Why Clients Trust Us
Gondaliya CPA Professional Corporation is registered with CPA Ontario under firm registration number 61330051. Our clients have left us 1,300+ five-star Google reviews, and we work from 13 Ontario offices, open 9:00 AM to 8:30 PM, Monday to Sunday. We back every filing with a 30-day money-back guarantee and a 60-day fee-matching policy, and we are a Xero Partner Award Winner 2026. The platform is operated by WealthBamboo Inc., a federal corporation. Open Corporation for $35 is a department of Gondaliya CPA.
- CPA Ontario firm registration number 61330051
- 1,300+ five-star Google reviews
- 13 Ontario offices
- Open 9:00 AM to 8:30 PM, Monday to Sunday
- 30-day money-back guarantee
- 60-day fee-matching policy
- Xero Partner Award Winner 2026
Google Reviews
Free CPA Consultation for Non-Residents Incorporating in Canada
Case Studies: Non-Resident Incorporation in Canada
Three files opened from abroad, each showing where the owner started and what changed before anything went to the registry or the Canada Revenue Agency.
US Software Parent – Dividends Sent Home Without Withholding
The problem: A Delaware software company opened a Canadian sales subsidiary and planned to sweep profit back each quarter as dividends, paid gross, with no NR301 and no idea Part XIII applied.
What we did: We incorporated the subsidiary in Ontario with the parent as sole shareholder, filed Form NR301 for the parent, and set dividend withholding at the 5 percent treaty rate under Article X. The quarterly sweep was mapped to the 15th-of-the-month remittance and the NR4 return.
The result:
- Numbered Ontario corporation filed at $335.00
- Part XIII withheld at 5 percent, not 25 percent
- NR4 return and remittance calendar in place
UK Founder – A Federal Filing With No Canadian on the Board
The problem: A founder living in London started a federal incorporation as sole director, then learned that section 105(3) of the CBCA needs at least one resident Canadian where there are fewer than four directors.
What we did: We filed in British Columbia instead, which has no Canadian or BC director quota, with a physical registered office in the province. The founder kept the board, avoided appointing a resident director, and diarised the BC annual report at $43.39.
The result:
- BC company with a wholly foreign board
- No resident director appointment needed
- Annual report date set from the start
Indian Parent – Launch Funding by Shareholder Loan
The problem: A manufacturer in Pune planned to fund its Canadian distribution company with a large interest-bearing loan and almost no share capital, which would have breached the 1.5 to 1 thin capitalization ratio in the first year.
What we did: We drafted preferred shares for most of the launch funding and sized the loan inside the ratio, so the interest stays deductible and is not deemed a dividend. The intercompany price for goods was documented under section 247 from the first order.
The result:
- Thin capitalization ratio kept below 1.5 to 1
- Interest deductible and withheld correctly
- Transfer pricing file opened from day one
Six steps from the intake form to a Canadian corporation that can contract, invoice and pay its parent correctly, all handled remotely.
Send the intake form
Owners, directors and where each lives, the foreign parent if any, how the company will be funded, and the payments you expect to send abroad.
A CPA reviews the file
Director residency for each jurisdiction, control, Part XIII and treaty rates, thin capitalization and the information returns the structure triggers.
Jurisdiction chosen
Federal where a resident Canadian sits on the board, otherwise a province with no residency test and a registered office you can actually use.
You approve the draft
You see the articles, the share classes, the directors and the registered office before anything is filed.
Filed online
Articles go through the provincial registry or Corporations Canada, with the government fee shown at cost.
Ready to operate
The business number with the GST/HST and payroll accounts, the Initial Return where it applies, and the registers a Canadian bank will ask to see.
Meet the Lead CPAs Behind Your Canadian Corporation
A Chartered Professional Accountant checks director residency and withholding before anything is filed.
What Our Clients Say
These Google reviews belong to Gondaliya CPA Professional Corporation and cover every service the firm provides. See all reviews.
Incorporating From Abroad, Anywhere in Canada
We incorporate for owners abroad from thirteen Ontario offices, entirely online, so no visit to Canada is needed. The province is chosen for its director residency rule and the registered office you can use, and we confirm that registry’s fee in writing first.
Frequently Asked Questions
Can a non-resident incorporate a company in Canada?
How many directors of a federal corporation must be Canadian residents?
What tax is withheld on a dividend paid to a non-resident shareholder?
Is a Canadian corporation owned by non-residents a Canadian-controlled private corporation?
Where is a Canadian-incorporated company resident for tax if its owners live abroad?
How much can a Canadian subsidiary borrow from its foreign parent before interest stops being deductible?
When does a Canadian corporation have to file a T106?
Does a non-resident-owned Canadian company have to register for GST/HST?
Related Industries We Serve
Immigrants and Newcomers
- Director residency by province
- Temporary SIN and business number
- First-year tax residency
Importers and Exporters
- RM account and CARM
- GST at the border recovered
- Transfer pricing with related suppliers
IT Consultants and Software
- US and overseas clients
- Zero-rated exported services
- SR&ED on product work
E-commerce and Amazon Sellers
- Marketplace HST rules
- Stock in Canadian warehouses
- US state sales tax
Incorporate Your Canadian Company From Abroad
We prepare and file the articles for $35.00, HST included, and pass the government fee through at cost. Complete the incorporation intake form and a CPA reviews it before it reaches the registry.
No legal advice. Gondaliya CPA Professional Corporation is a firm of Chartered Professional Accountants licensed by CPA Ontario, firm registration number 61330051. It is not a law firm. We prepare and file corporate documents and we provide accounting and tax advice. Nothing on this page is legal advice, and reading it creates no solicitor and client relationship. For legal advice, including advice on a shareholder agreement before you sign it, consult a lawyer licensed in the province where your corporation carries on business.
Open Corporation for $35 is a department of Gondaliya CPA.
