Canada Incorporation for Non-Residents (2025): Federal vs Provincial, Fees & Director Rules
Last verified: October 2025 · Primary sources: Corporations Canada, Canada Business Corporations Act (CBCA), Canada Revenue Agency (CRA).
Canada federal incorporation is governed by the Canada Business Corporations Act (CBCA) and administered by Corporations Canada. The federal incorporation fee is CAD $200 when filed online and CAD $250 by any other method, plus a CAD $12 annual return fee. Under CBCA section 105(3), at least 25% of directors must be resident Canadians; for corporations with fewer than four directors, a minimum of one director must reside in Canada. Non-residents can avoid this by incorporating provincially in British Columbia, Ontario, or Nova Scotia, which impose no director residency requirement. A CRA Business Number (BN) is issued free of charge and is required for GST/HST registration, which becomes mandatory once taxable revenue exceeds CAD $30,000 over four consecutive calendar quarters. The federal small business tax rate is 9% on the first CAD $500,000 of active business income.
The non-resident problem: CBCA director residency
The single biggest constraint for foreign founders is CBCA s.105(3). A federally incorporated Canadian company must have at least 25% of its directors resident in Canada. With a typical one- or two-director startup, that means at least one director must be a Canadian resident. This is a hard legal requirement, not a formality — Corporations Canada can dissolve a non-compliant corporation.
There are three legitimate ways to handle it:
- Incorporate provincially in British Columbia, Ontario, or Nova Scotia — none of these impose a director residency requirement.
- Appoint a resident Canadian director (a trusted partner, or a professional nominee director service).
- Incorporate federally and later continue into a province, or vice versa, once residency is satisfied.
Federal vs provincial: which structure fits a non-resident?
| Structure | Director residency rule | Incorporation fee | Best for |
|---|---|---|---|
| Federal (CBCA) | ≥25% Canadian residents required | CAD $200 online / $250 other | Founders with a Canadian resident director; nationwide name protection |
| British Columbia (BCBCA) | None | ~CAD $350 (name) / $100 (number) | Non-residents wanting a clean, no-residency structure |
| Ontario (OBCA) | None | CAD $300 online | Non-residents targeting the Ontario market |
| Nova Scotia | None | ~CAD $250–$400 | Non-residents wanting low fees and no residency rule |
Fees are government filing fees only and exclude name search, registered office, and agent costs. Verify current amounts with the relevant registry before filing.
Government fees & ongoing costs (verified)
| Item | Amount (CAD) | Source |
|---|---|---|
| Federal incorporation (online) | $200 | Corporations Canada |
| Federal incorporation (other) | $250 | Corporations Canada |
| Federal annual return | $12 | Corporations Canada |
| CRA Business Number (BN) | Free | Canada Revenue Agency |
| GST/HST registration | Free | Canada Revenue Agency |
| GST/HST small supplier threshold | $30,000 / 4 quarters | Canada Revenue Agency |
Step-by-step: incorporating in Canada as a non-resident
- Choose federal or provincial. If you have no Canadian resident director, choose BC, Ontario, or Nova Scotia.
- Run a name search (NUANS). A NUANS report is required for a named corporation; a numbered company skips this step.
- File the articles of incorporation. Submit online via Corporations Canada or the provincial registry.
- Obtain your CRA Business Number. Free, and required before you can register for GST/HST or payroll.
- Register for GST/HST once you exceed CAD $30,000 in taxable revenue over four consecutive calendar quarters.
- Open a business bank account. Canadian banks require proof of incorporation, your BN, and director ID.
- File the annual return with Corporations Canada ($12) and keep your corporate records at a registered office in Canada.
Taxes: what a non-resident Canadian corporation pays
The federal general corporate rate is 15%. The small business deduction reduces the federal rate to 9% on the first CAD $500,000 of active business income for a Canadian-controlled private corporation (CCPC). Combined federal + provincial rates vary by province. Non-resident shareholders should also review withholding tax on dividends and the Canada–US tax treaty if applicable.
Frequently asked questions
Can a non-resident own 100% of a Canadian corporation?
Yes. There is no ownership restriction on non-residents. The restriction is on directors, not shareholders — a federally incorporated company still needs at least 25% Canadian-resident directors.
Do I need a Canadian director to incorporate in BC or Ontario?
No. British Columbia, Ontario, and Nova Scotia do not impose a director residency requirement, which is why they are the standard choice for non-resident founders.
How much does it cost to incorporate in Canada?
Federal incorporation is CAD $200 online ($250 otherwise). Provincial incorporation ranges from roughly CAD $100 (numbered, BC) to CAD $350 (named, BC). The CRA Business Number is free.
When must a Canadian corporation register for GST/HST?
Registration becomes mandatory once taxable revenue exceeds CAD $30,000 over four consecutive calendar quarters. Voluntary registration is allowed below that threshold.
Can a non-resident open a Canadian business bank account?
Yes, but most Canadian banks require in-person verification and proof of incorporation, your CRA Business Number, and director identification. Some digital-first providers accept remote onboarding.
This guide is educational and not legal or tax advice. Confirm current fees and rules with Corporations Canada, your provincial registry, and the CRA before filing.