Founders and shareholders of private companies setting up or reorganizing companies on both sides of the border: holding companies, a parent in one country and operating companies in both, and the Canadian company within the group.
Most engagements begin with a question: where the parent should sit, whether the Canadian company will remain a Canadian-controlled private corporation, or how founders and investors on each side should hold their shares.
An Ontario or federal corporation for a founder living in the United States, a US parent or a group: the share structure, the registrations, the minute book and, for a non-Canadian owner, the notification under the Investment Canada Act.
View Start a CompanyA Delaware parent requested by investors, or a US corporation or LLC that is to hold the Canadian company. Whether it is needed, what it changes for the Canadian company’s status, the cost of implementing and reversing it, and the Canadian share exchange.
View Governance & StructuringWhether the Canadian company qualifies, and whether it still would after the change in mind. Status turns on control and residence: a US parent, or US-resident holders who together control the votes, ends it. The shareholdings reviewed, and the arrangement that preserves the status advised.
View Advisory & TransactionsA Canadian holding company beside or beneath a US one, so that the founders and the other shareholders in each country hold through the company on their side. The share classes, and the accountants’ plan given effect in the Canadian documents.
View Ownership & EquityA founders’ agreement for a team with members in Canada and the United States: holdings, vesting, and an assignment of intellectual property effective in both countries; share classes for family and outside shareholders.
View Founders AgreementA SAFE, a convertible note or a priced round with US investors: the Canadian securities exemption and filings, the term sheet, and the effect of the investment on control and on the company’s status, reviewed before the round closes.
View Venture FinancingWhich company owns the intellectual property, employs the team and contracts with customers; the licence, services and funding arrangements between the companies; the records each keeps separate; the tax treatment confirmed with the accountants.
View Commercial TransactionsSelling, buying and distributing across the border: which company contracts with customers and suppliers in each country; governing law, currency and liability in those contracts; the Canadian company’s employment and contractor agreements under Ontario law; a US company’s registration to carry on business in Ontario.
View Commercial TransactionsA Canadian company sold to a US buyer, or a Canadian group acquiring a US business: the Canadian side of the structure, diligence, the purchase agreement and closing, with US counsel on the US side.
View M&AA standard Canadian incorporation, including one for a founder living abroad, is available at a fixed fee through Launch; the Canadian company’s employment, contractor and advisor agreements through the Build a Team Kit; and its option plan, with the grants under it, through the ESOP Plan Setup Kit. A founders’ agreement, equity or a financing with a party outside Canada, and everything else on this page, is advisory work, scoped after the consultation.
The firm practises Ontario and federal law and advises on the Canadian side of every structure; where a structure requires US law, US counsel handles that part.
A consultation on the group, the founders and where each resides, the companies in each country and the objective. The questions most groups bring are answered at that stage: where the parent should sit, whether the Canadian company qualifies as a Canadian-controlled private corporation, and how founders and investors on each side should hold their shares. Scope is confirmed after conflict review and set out in an engagement letter before any work begins.
Discuss a StructureSubmitting an intake does not create a lawyer-client relationship; work begins after conflict review, scope confirmation and written engagement terms. The firm advises on the corporate structure, including the control and residence conditions on which Canadian-controlled private corporation status depends; tax advice on the structure is given by the group’s accountants, with whom the firm works. The firm does not practise US law, and the practice does not include litigation or immigration; where a matter requires them, the firm retains and coordinates the appropriate counsel.
No. The firm practises Ontario and federal law and advises on the Canadian side of a structure. Where a structure requires US law, whether a Delaware parent, a US holding or operating company, a US investor’s securities questions or a US employment agreement, US counsel handles that part, and the firm reviews the two sets of documents together so that they correspond.
It depends on who controls it. A Canadian company is not a Canadian-controlled private corporation if it is controlled, directly or indirectly, by non-residents or public corporations, or if the shares held by non-residents, taken together, would give a single holder control. A Delaware parent above the company ends the status; US-resident founders and investors who together hold a majority of the votes have the same effect, whether or not any one of them controls the company; and a Canadian citizen who is resident in the United States is a non-resident for this purpose. The firm reviews the proposed shareholdings against these conditions and, where the status is to be preserved, structures the votes and the share classes accordingly.
Sometimes, and less often than founders are advised. Many US funds invest in a Canadian corporation directly; some will not lead a round without a US parent. Placing a Delaware parent above an Ontario company ends the company’s status as a Canadian-controlled private corporation, has tax consequences for its shareholders, and is costly to put in place and to reverse. The firm’s advice is to confirm whether the investor requires it, to have the accountants quantify the cost, and to decide on that basis.
It can, and the choice matters more on the Canadian side than on the US side. Canada treats a US LLC as a corporation whatever its treatment in the United States, so an LLC held directly by Canadian residents, or an LLC holding the Canadian company, has consequences that a US corporation or a Canadian holding company would not: for the Canadian company’s status, for how the LLC’s income and distributions are taxed in Canada, and for the benefits available under the Canada–US tax treaty. The firm advises on what each choice means for the Canadian company and its Canadian-resident holders and on the documents that follow; the tax consequences are quantified by the accountants, and the LLC is formed by US counsel.
Yes. An Ontario corporation has had no director-residency requirement since 2021, so a founder living in the United States can incorporate and act as sole director; a federal corporation requires one quarter of its directors to be resident in Canada. The corporation then requires its registrations, a registered office in Ontario and a minute book, all handled through Launch. Two questions are settled before incorporation: whether the company will be a Canadian-controlled private corporation, which it will not be while a US-resident founder controls it, and where the company is managed from, which affects its tax residence and goes to the founder’s accountants.
Yes. Ontario imposes no residency requirement on directors, so a founder from the United States or elsewhere can incorporate an Ontario corporation and hold shares in it. The corporation requires its registrations, a registered office and a minute book, and a non-Canadian establishing a new Canadian business files a notification under the Investment Canada Act after the fact. The founders’ agreement and the assignment of intellectual property are prepared to be effective in both countries; US tax and immigration questions go to the founder’s US advisors.
Which company owns the intellectual property, employs the team and contracts with customers; the licences, service agreements and funding arrangements between the companies; the share classes and approvals on the Canadian side; and the records each company must keep separate. Where a US company is to hold the Ontario company’s shares, the effect on the Ontario company’s status is settled first. The firm prepares the Canadian agreements and resolutions; the tax treatment of the arrangements between the companies is confirmed with the accountants.
By email or through the contact page, with the organization chart and a summary of the plan. The firm conducts a conflict check before anything else. It takes the Canadian corporate component and refers everything else back: it does not compete for the client’s US, tax, immigration or litigation work, and it does not pay or accept referral fees.
A summary of the group, the founders and the objective is sufficient to begin. Every inquiry receives a reply within one business day.