1. Virtual Office & Registered Address Providers
Since you are based in the US, you must hire a provider to act as your Registered and Records Office. This address will appear on public records and is where legal documents are sent.
| Provider | Primary Locations | Estimated 2026 Price (CAD) | Best For |
|---|---|---|---|
| Regus | Toronto, Vancouver, Montreal + 160 locations | $135 – $200 /mo | Large, prestigious presence with meeting room access. |
| The Profile | Vancouver, Ottawa | $295 – $500 /year | Specifically geared toward non-resident “Records Office” needs. |
| Incorporate.ca | BC & Federal focus | $1,675 (Package) | Full-service setup including incorporation + 1 year of address. |
| Clevver.io | Major Canadian Cities | $50 – $100 /mo | Simple digital mailbox and international mail forwarding. |
2. Templates for Articles of Incorporation
You do not usually need to “write” these from scratch. Most provinces provide a “Table 1” or “Basic” version which covers 95% of standard businesses.
- Ontario (Form 1): Ontario uses a “Dynamic Form.” You complete it online via the Ontario Business Registry.
- Key Sections: You will define your share classes (usually “Common Shares”) and list your US address as the Director’s “Address for Service.”
- British Columbia (Incorporation Agreement): In BC, you must keep an Incorporation Agreement signed by you in your own records (it is not filed with the government, but required by law).
- Download BC Sample Agreement — This is the official government sample adopting “Table 1 Articles.”
3. Step-by-Step Action Plan
- Reserve Your Name: * Ontario: Get a NUANS report (~$60).
- BC: Submit a Name Request (~$30).
- Appoint a Registered Office: Sign a contract with a provider like The Profile or Regus so you have a Canadian address to put on the forms.
- Draft Your Articles: Use the “Standard” or “Basic” share structure (1 class of common shares, unlimited number) unless you have complex investors.
- File Online: * Use the Ontario Business Registry for ON.
- Use BC Registry Services for BC.
- Obtain a Business Number (BN): Once incorporated, the CRA will automatically mail a Business Number to your registered address. You will need this to open a Canadian Bank Account.
Would you like me to draft the specific “Share Structure” language (Schedule A) that is commonly used for private corporations in Canada?
When incorporating in Ontario or British Columbia, the “Share Structure” (often called Schedule A or the “Description of Capital”) is where you define who owns the company and what rights they have.
For a 100% US-owned private corporation, a Multi-Class Common Share Structure is the gold standard. Even if you are the only owner now, having multiple classes (Class A, Class B, etc.) allows you to issue non-voting shares to employees or different types of shares to future investors without changing your legal documents later.
Below is the standard “Schedule A” language used by many Canadian law firms for private corporations.
Schedule A: Authorized Share Structure
The Corporation is authorized to issue an unlimited number of shares of the following classes:
- Class A Common Shares (Voting)
- Class B Common Shares (Non-Voting)
- Class C Preferred Shares (Non-Voting, Fixed Value)
I. Class A Common Shares (The “Control” Shares)
- Voting: The holders of Class A Common Shares shall be entitled to receive notice of and to attend all meetings of shareholders and shall have one (1) vote for each share held.
- Dividends: Subject to the rights of any preferred shares, holders are entitled to receive dividends as declared by the Board of Directors.
- Dissolution: In the event of liquidation or winding up, holders are entitled to receive the remaining property of the Corporation after all liabilities and preferred share requirements are met.
II. Class B Common Shares (The “Equity” Shares)
- Voting: Except as otherwise required by law, the holders of Class B Common Shares shall not be entitled to vote at any meeting of shareholders.
- Dividends: Holders are entitled to receive dividends at the same time and in the same amount as Class A shares (or independently, at the discretion of the Board).
- Dissolution: Holders participate equally with Class A shares in the distribution of remaining property upon dissolution.
III. Class C Preferred Shares (The “Investment” Shares)
- Voting: Non-voting.
- Preference: Holders are entitled to be paid their “Redemption Amount” (the price they paid for the shares) prior to any distribution to Common shareholders in the event of liquidation.
Crucial Step: Restrictions on Share Transfers
To remain a “Private” corporation (which exempts you from many expensive public reporting rules), you must include a restriction on transferring shares. In your Articles, under “Restrictions on Share Transfers,” you should use this standard clause:
“No share of the Corporation shall be transferred without the express consent of the Board of Directors, evidenced by a resolution passed at a meeting of the Board or signed by all the Directors.”
Why this structure is best for a US Citizen:
- Simplicity: You can issue yourself 1,000 Class A shares and own 100% of the company.
- Future Proofing: If you later want to give a Canadian employee a 5% stake but don’t want them to have a vote in company decisions, you can simply issue them Class B Non-Voting shares.
- Tax Planning: Having separate classes allows your accountant to declare dividends for one class of shares but not the other (useful for “income sprinkling” if you eventually have family members involved, though US-Situs rules apply).
Would you like me to create a “Next Steps” checklist for the actual filing process in Ontario or BC?