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Resident Director · Non-Resident Corporations · Licensed CPA

Resident Director Services for Non-Resident Corporations in Canada

A foreign company entering Canada faces three questions in order: branch or subsidiary, which province or federal, and, if federal, who fills the resident Canadian seat the CBCA demands. Our licensed CPA firm answers all three honestly, provides the qualifying director where one is truly needed, and runs the T2, GST/HST and payroll compliance that keeps a foreign-owned Canadian entity, and its directors, permanently safe. Flat annual fee. All fees include HST.

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Cross-Border Structures Daily
Branch vs Subsidiary, Decided Right
The structural comparison first, on your facts, before any entity exists
The Qualifying Seat, Filled
A resident Canadian professional serving your federal board genuinely
Every Canadian Filing, One Firm
T2, treaty positions, GST/HST, payroll and the annual return together

Entering Canada From Abroad: The Structure Comes First, the Director Second.

Foreign companies reach us at the same fork every week: keep operating as the home-country entity and register a branch in Canada, or incorporate a Canadian subsidiary. The branch keeps one company worldwide and drags Canadian friction with it, the whole group exposed to Canadian liabilities, a branch T2 to file, and the 15% withholding Canadian customers must hold back on services performed here. The subsidiary contains liability inside a Canadian entity, banks and contracts as a local company, invoices without the withholding conversation, and, if incorporated federally, brings the one requirement this page exists for: a quarter of its directors must be resident Canadians, at least one on any board smaller than four.

We serve that whole decision, not just the seat at the end of it. The structural comparison comes first, and where an Ontario or BC subsidiary needs no resident director at all, that is the advice you receive. Where federal is right, our qualifying professional takes the seat and serves it genuinely, with the entity's T2 and treaty positions, GST/HST, payroll and federal annual return all run by the same firm, because a foreign-owned corporation whose Canadian filings live in one accountable place is a corporation whose owners sleep through Canadian business hours. See our nominee director, incorporation services and GST/HST registration.

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Gondaliya CPA team

Our Services for Non-Resident Corporations

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Entry Structure Advisory

Branch versus subsidiary, provincial versus federal, decided on your facts with the trade-offs in writing.

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Resident Director Seat

The CBCA's residency composition met by a Canadian professional who genuinely serves the board.

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Incorporation & Registrations

The subsidiary formed, extra-provincial registrations filed, minute book and registers maintained.

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Non-Resident GST/HST

Registration, the security question, and the returns handled for foreign vendors selling into Canada.

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T2 & Treaty Filings

Canadian returns for subsidiaries and branches alike, including treaty-based filings where no tax is due.

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Registered Office & Mail

A Canadian address for service, with everything scanned, forwarded and actioned before deadlines pass.

How We Bring a Foreign Company Into Canada

Six stages from the first structural conversation to an operating, compliant Canadian presence. All fees include HST.

1

The Structural Fork

Branch or subsidiary is the decision everything else inherits.

  • Liability containment, banking and customer optics weighed for each path.
  • The 15% service withholding's effect on branch invoicing explained plainly.
  • Branch T2 obligations versus subsidiary filings compared side by side.
  • Provincial versus federal incorporation mapped, residency rules included.
  • A written recommendation, even where it makes our director unnecessary.
2

Onboarding a Foreign Group Properly

Regulated-firm diligence that later becomes your credibility.

  • Passports and proof of address for owners and controlling minds verified.
  • The ownership chain documented to the ultimate beneficial owners.
  • Source of funds and the business activity understood and recorded.
  • The indemnity and services agreement signed with counsel welcome.
  • Opaque structures declined, which is why banks trust our files.
3

Entity, Seat and Address

The Canadian presence assembled in the right order.

  • Federal incorporation with our director named, or provincial without one.
  • Share structure reflecting the group's ownership cleanly.
  • Registered office established, mail scanned and actioned.
  • Extra-provincial registrations wherever operations will run.
  • Registers, resolutions and the minute book opened current.
4

The Canadian Tax Spine

Accounts and registrations before revenue, not after.

  • Business Number and corporate tax account established.
  • GST/HST registration for the entity, or for the non-resident parent where the digital rules reach it.
  • The non-resident security requirement addressed head-on where it applies.
  • Payroll account opened ahead of the first Canadian hire.
  • A filing calendar issued before the first invoice goes out.
5

The Seat, Carried With Guardrails

Genuine service, protected by genuine compliance.

  • Statutory filings reviewed and signed on schedule.
  • Directors' duties performed, never merely lent.
  • Books, payroll and GST/HST run by our firm or under our review.
  • Source-deduction and GST/HST accounts watched continuously.
  • The federal annual return diarized against administrative dissolution.
6

Operating, Reporting, Growing

A foreign head office needs Canada to run itself. It can.

  • T2 returns filed for the subsidiary, and treaty-based returns for the parent where required.
  • Financial reporting delivered on the group's calendar and format.
  • Intercompany charges coordinated with your home-country advisors.
  • Director replacements handled mid-stream without the board going offside.
  • A penalty-free handover the day your own Canadian executive is ready.

Free Non-Resident Corporation Consultation

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Free Non-Resident Corporation Consultation

Case Studies

UK E-Commerce Brand Selling Into Canada

A British consumer brand's Canadian sales had crossed the point where the GST/HST rules reached it, and fulfilment plans argued for a real entity. We registered the non-resident for GST/HST, dealt with the security requirement directly, then incorporated the federal subsidiary with our director when the volumes justified it, moving the brand from foreign vendor to Canadian company in two deliberate steps. The figures here are illustrative of the work we do, not a specific client file.

Registered first, incorporated when the numbers said so

US Engineering Firm's Withholding Problem

An American firm running project work in Canada as a branch watched every invoice lose 15% to withholding and its team drown in refund paperwork. The comparison pointed clearly to a subsidiary: we incorporated federally with our director on the board, moved the Canadian contracts into it, and the withholding conversation ended with the structure that caused it. The figures here are illustrative of the work we do, not a specific client file.

Branch friction traded for a clean subsidiary

Indian Exporter's Credibility Entity

A software exporter kept losing Canadian enterprise deals to procurement rules that wanted a domestic counterparty. We incorporated the federal subsidiary with our resident director, established the registered office and CRA accounts, prepared the banking file, and the next bid cycle was fought as a Canadian vendor. The figures here are illustrative of the work we do, not a specific client file.

A Canadian counterparty for Canadian contracts

European Group's Acquisition Vehicle

A European industrial group acquiring an Ontario manufacturer needed a compliant federal acquisition entity on a deal timeline. We completed onboarding, incorporated with our director named, kept the guardrails over the entity's early filings, and handed the seat to the group's own Canadian managing director a year later, exactly as the agreement contemplated. The figures here are illustrative of the work we do, not a specific client file.

Deal closed compliant, seat handed over cleanly

Branch or Canadian Subsidiary: The Comparison That Decides Everything

Both are legitimate ways for a foreign corporation to operate in Canada. They fail and succeed in different places.

DimensionBranch of the Foreign CompanyCanadian Subsidiary
Legal exposureThe whole global company answers for Canadian liabilitiesCanadian liabilities contained inside the Canadian entity
Service billingsCanadian payers generally withhold 15% on services performed in CanadaInvoices as a Canadian company; no withholding conversation
Canadian tax filingsBranch T2 for the non-resident corporation, treaty positions claimed within itThe subsidiary's own T2 as a Canadian corporation
Banking and contractsForeign entity paperwork at every counterLocal entity that banks, contracts and bids as Canadian
Director residencyNot applicable; no Canadian board existsFederal: 25% resident Canadians; Ontario, BC, Alberta, Quebec: none
Best suited toShort project-based entries and testing the marketOperating businesses intending to stay and grow

The residency requirement is the smallest line in that table, deliberately. It applies only on the federal-subsidiary path, and it is completely solved for a flat annual fee. Choosing the wrong structure costs far more than any director service, which is why our engagement begins with the comparison and not with the seat.

Your Canadian Obligations, Whichever Path You Take

The filings that attach to a foreign-owned presence in Canada, and the mistakes each one punishes.

ObligationWhat Foreign Owners Get Wrong
T2 corporate returnAssuming treaty protection means no filing; a non-resident carrying on business in Canada generally files even when the treaty leaves nothing owing
GST/HST registrationMissing that the thresholds and digital-economy rules can reach a vendor with no Canadian office, and that non-resident registrants may be asked for security
Payroll accountsHiring a Canadian before the payroll account exists, with source deductions and director exposure running from the first pay
Federal annual returnConfusing it with the tax return; the corporate filing whose neglect invites administrative dissolution
Registers and recordsMinute books that stop at incorporation, discovered empty at exactly the moment a bank or buyer asks for them
Director residency (federal)Losing the only resident Canadian mid-year and drifting offside quietly until a filing forces the discovery

The seat carries real personal exposure, which is why ours comes with conditions. Canadian directors can be pursued personally for a corporation's unremitted source deductions and unremitted GST/HST. A foreign head office cannot watch those accounts from another continent, and no professional should hold the seat blind, so the engagement keeps the entity's bookkeeping, payroll and GST/HST with our firm or under our review, on a written indemnity and services agreement. For the owner, the condition is the guarantee that Canada is actually being looked after; for the director, it is what makes the appointment responsible rather than reckless.

What Our Non-Resident Corporation Service Includes

  • The branch-versus-subsidiary comparison in writing, on your facts, before anything is formed
  • Provincial-versus-federal advice, including when no resident director is needed at all
  • A qualifying resident Canadian professional genuinely serving your federal board
  • Incorporation, extra-provincial registrations, minute book and registers maintained
  • Registered office with worldwide mail scanning, forwarding and deadline action
  • Business Number, corporate tax, GST/HST and payroll accounts established correctly
  • Non-resident GST/HST registration and the security requirement handled where it applies
  • T2 returns for the subsidiary, and treaty-based Canadian filings for the parent where required
  • Compliance guardrails: books, payroll and GST/HST run or reviewed by our firm
  • Mid-stream director replacements and a penalty-free handover to your own Canadian executive

One Written Quote Before Anything Forms

Flat fees, fixed in advance. All fees include HST. No hourly billing.

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Why Foreign Groups Choose Gondaliya CPA in Canada

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Structure Before Seat

The entry decision advised honestly first, even when the answer removes our own service.

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Licensed CPA Ontario

A regulated, publicly verifiable firm holding the seat and the filings together.

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Flat Fees in Writing

Director, incorporation and compliance each quoted flat, HST included, before engagement.

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Cross-Border Native

Foreign groups on four continents, one secure portal, evenings covered Toronto time.

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Transparent Flat-Fee Pricing for Non-Resident Corporations

ServiceFeeScopeDetails
Entry Structure Review & QuoteFREEOne-timeBranch versus subsidiary and jurisdiction mapped, with written flat quotes before anything proceeds.
Resident Director ServiceFlat annual, quoted upfrontAnnualThe federal seat served genuinely under the indemnity agreement and guardrails.
Incorporation & Registrations PackageQuoted upfrontOne-timeEntity formation, registered office setup, CRA accounts, extra-provincial registrations, banking file.
Non-Resident GST/HST SetupQuoted upfrontOne-timeRegistration for foreign vendors, the security requirement addressed, return calendar established.
Ongoing Canadian ComplianceQuoted upfrontMonthly / AnnualBookkeeping from $150/month, payroll, GST/HST returns, T2 and treaty-based filings, annual return.

All fees include HST; what we quote is precisely what you pay. Payment is by Interac e-Transfer to info@gondaliyacpa.ca with auto-deposit enabled and the security question set to Not Applicable, and we arrange practical logistics with overseas clients directly. For an exact figure, please give our pricing calculator two minutes.

Enter Canada Once, Correctly

Flat fees, fixed in advance. All fees include HST. 30-Day Money-Back Guarantee.

Calculate My Fee

Foreign Groups We Bring Into Canada

Non-resident corporations from these regions operate in Canada through structures we build and maintain.

United StatesUnited KingdomGermanyFranceIndiaChinaSingaporeUnited Arab EmiratesMexicoBusinesses Worldwide

Frequently Asked Questions

What is a resident director service for a non-resident corporation?
Our licensed CPA firm places a qualifying resident Canadian professional on the board of your Canadian entity so the federal residency rules are met, and wraps the seat in the governance, filings and compliance oversight that make it safe for everyone involved. It is the piece that lets a foreign-owned business hold a federal Canadian corporation with no Canadian shareholder, executive or relative required.
Our company is foreign. Do we even need a Canadian entity to do business in Canada?
Not always, and the choice is the real first question. A foreign corporation can operate in Canada directly as a branch, registered extra-provincially, or through a Canadian subsidiary it incorporates here. The branch keeps one legal entity worldwide; the subsidiary contains Canadian liability, presents a local face to customers and banks, and simplifies withholding friction. We walk you through the comparison on your facts before any talk of directors.
When does the resident director requirement actually apply to us?
Only if you incorporate a subsidiary federally under the CBCA, where a quarter of the board must be resident Canadians and a board smaller than four needs at least one. Incorporate the subsidiary in Ontario, British Columbia, Alberta or Quebec instead and no residency requirement exists at all. Operate as a branch and the question never arises, though other obligations do. The requirement is narrower than most foreign owners assume, and we say so.
Who qualifies as the resident Canadian the CBCA wants?
Broadly, a Canadian citizen or permanent resident ordinarily living in Canada. The trap is the diaspora director: your investor's Canadian cousin in Dubai holds the passport but fails the ordinarily-resident test. Our directors are Canadian professionals living and practising in Canada, which removes the doubt entirely.
Will we owe Canadian tax just because our subsidiary has a Canadian director?
Board composition is not what drives the tax result. A corporation incorporated in Canada files a Canadian T2 and is taxable here as a matter of course, whichever passports its directors hold. For the foreign parent itself, Canadian exposure turns on concepts like carrying on business in Canada and permanent establishment under the applicable treaty. We map the structure so each entity's obligations are known before it exists.
We are treaty-protected with no permanent establishment. Do we still file anything?
Very likely yes, and this catches foreign companies constantly. A non-resident corporation carrying on business in Canada is generally required to file a T2 even where a tax treaty shields its profits, with the treaty position claimed inside the return. Skipping the filing because no tax is owed invites penalties on a return that would have shown nothing due. We prepare these treaty-based returns routinely.
How does GST/HST work for a non-resident business selling into Canada?
Registration can be required once you carry on business in Canada or cross the thresholds the rules set, including regimes aimed at digital and platform sales, and a registered non-resident charges, collects and remits like any domestic vendor while recovering input tax credits. One wrinkle owners rarely expect: the CRA can require non-resident registrants without a permanent establishment to post security. We handle the registration, the security question and the returns as one piece. Please see our GST/HST registration service.
What is the withholding issue when a foreign company invoices Canadian customers for services?
Payments to non-residents for services physically performed in Canada generally attract a 15% withholding that the Canadian payer must hold back, which turns every invoice into a cash-flow conversation and a refund chase. A Canadian subsidiary invoicing as a Canadian company removes that friction for the work it performs, which is one of the quieter arguments for incorporating rather than branching.
Branch or subsidiary, which should we choose?
The honest answer is a comparison, not a slogan. The branch avoids incorporating a second entity but leaves your global company directly exposed to Canadian liabilities, files a branch T2, and lives with withholding friction on service billings. The subsidiary costs an incorporation and its own filings, and in exchange contains liability in Canada, banks locally, contracts locally, and reads as Canadian to customers and vendors. Most operating businesses that intend to stay choose the subsidiary; some project-based entries sensibly branch first.
Can we simply avoid the residency rule by incorporating provincially?
Yes, and if a provincial subsidiary serves your plans we will recommend it and this service becomes unnecessary, which we consider a fine outcome. Foreign groups still choose federal incorporation for the Canada-wide name protection, the recognition it carries with counterparties and lenders, and the ease of moving between provinces later. For them, the residency rule is the toll on a road worth taking, and our director is how it is paid.
What does your director actually do on our board?
Serve, in the real sense: review and sign the statutory filings, participate in the resolutions the entity requires, keep the registers current with our team, and watch the corporation's tax and payroll compliance continuously, because the law imposes genuine duties on every director regardless of who arranged the appointment. Operations, spending and strategy remain entirely yours; the seat carries governance, not management.
Why do you insist the compliance work runs through your firm?
Because the director seat and the corporation's filings are one risk viewed from two ends. Canadian directors face personal exposure for a corporation's unremitted source deductions and unremitted GST/HST, so no professional carries the seat without sight of those accounts. The engagement therefore keeps the entity's bookkeeping, payroll and GST/HST with us or under our review, documented in an indemnity and services agreement. For a foreign owner, the same condition doubles as a guarantee that the Canadian compliance is actually being done.
Is appointing a professional director like this lawful?
Entirely, done the way we do it: a qualifying individual, genuinely serving, publicly recorded, with duties performed and a written agreement underneath. What fails is the empty nominee who signs the consent and disappears, a structure that protects neither the owner nor the individual. The difference between the two is the whole service.
What identification will you need from a foreign owner?
Enough to satisfy a regulated firm's know-your-client and anti-money-laundering duties: passports and proof of address for the individuals who own and control the structure, the ownership chain up to the ultimate beneficial owners, and a plain account of what the business does and where its funds originate. Straightforward structures clear quickly; opaque ones we decline, which is precisely why banks and counterparties trust the files we bring them.
Can you incorporate the Canadian subsidiary and set everything up?
Yes, end to end: the federal or provincial incorporation, our director named where the CBCA requires one, the registered office, the minute book, the Business Number with corporate tax, GST/HST and payroll accounts, extra-provincial registrations where you will operate, and the banking package. One engagement, sequenced correctly, priced flat. Please see our incorporation services and company registration.
Do you provide the registered office and handle official mail?
Yes. Every Canadian corporation needs an address here for service and government correspondence, and a foreign-owned one needs somebody actually reading what arrives. We provide the registered office, scan and forward everything, and act on the items with deadlines attached, because the dangerous letters are the ones nobody opens in time.
Can you help our subsidiary open a Canadian bank account?
We prepare what the banks ask of foreign-owned applicants, complete corporate records, clear ownership documentation, a coherent business story, and support the application through its diligence. Non-resident ownership lengthens bank timelines and we say so plainly rather than promising dates that are not ours to give. Files prepared by a licensed CPA firm move faster than files assembled ad hoc, and that is the help we can honestly offer.
What if we hire employees in Canada?
Then a payroll account opens before the first pay, source deductions run from dollar one, and the provincial layer follows: workplace insurance in most industries and the employer health tax once payroll crosses the exemption. The guardrails put this under our administration, which is exactly where a foreign head office wants a liability this personal to Canadian directors to sit.
Does the subsidiary file anything besides tax returns?
Yes, and the non-tax filing is the one foreign owners miss: a federal corporation files an annual return with Corporations Canada, a pure corporate filing whose neglect can lead to administrative dissolution of a company that was otherwise perfectly healthy. It sits on our calendar with the T2, the GST/HST and everything else, which is the point of one firm holding the whole file.
What does this cost?
A flat annual fee for the director service, quoted in writing before engagement, with HST included and no hourly billing anywhere, plus flat quotes for incorporation and for the compliance scope your entity needs. Payment is by Interac e-Transfer to info@gondaliyacpa.ca with auto-deposit enabled and the security question set to Not Applicable, and we arrange practical alternatives with overseas clients directly. Please see our pricing calculator.
How quickly can our Canadian entity be operational?
Identification and the agreement typically clear in days for clean structures, incorporation files immediately after, and the CRA accounts and banking run in parallel on their own clocks. The realistic sequence from first call to an entity that can contract and invoice is short; the banking is usually the longest pole, and we manage expectations around it honestly.
Do you take any ownership, and can you interfere with our decisions?
No equity, no economic interest, no operational vote. The director exercises the independence the law demands on governance and statutory matters, and stays out of commercial ones. Foreign owners keep exactly what they had: full ownership and full control of the business itself.
What appears on the public record?
Directors of federal corporations are publicly searchable, which is inherent to any director appointment, ours included. Shareholding details and your commercial arrangements are not part of that public face, and our professional confidentiality obligations under CPA Ontario cover everything you share with us. We make sure you know precisely what is visible before anything files.
What happens when we have our own Canadian executive to appoint?
The service ends the way it began: cleanly. Your person is appointed, ours resigns, the public record and registers are updated, and no penalty or notice trap applies. Many foreign groups use us exactly this way, as the bridge from market entry to a built-out Canadian leadership team.
What if your director ever needs to step down?
The agreement gives the corporation notice to appoint a qualifying replacement so the board never falls offside, and reserves resignation as the director's final protection where compliance conditions are breached and not cured. In practice the guardrails make this rare: entities whose filings we run do not drift into the situations that force it.
Can you replace a resident director we are losing at another provider or internally?
Yes, and mid-stream replacements are common: a departing Canadian executive, a retiring family friend who should never have been on the register, or a nominee provider you have outgrown. We complete onboarding, review the corporation's compliance standing before taking the seat, appoint, update the filings, and put the guardrails in place going forward.
We sell online into Canada without any physical presence. Where do we start?
With the tax registrations rather than the corporation. The digital-economy GST/HST regimes can require registration without a single Canadian employee or office, and income tax exposure follows its own tests. Some sellers stay foreign and simply register correctly; others reach the scale where a subsidiary pays for itself. We assess which you are, and only build the entity when the numbers justify it.
Do you work across time zones and languages?
Across time zones daily, with evening and weekend availability until 9 PM Toronto time and every document moving through our secure portal. Engagements run in English; structures come to us from every continent, and the process is built so that distance adds nothing but a few hours' difference on the clock.
Why a CPA firm rather than a corporate-services provider for this?
Because the risk lives in the filings, not the paperwork. A corporate-services shop can register an entity; it cannot run the T2, the GST/HST, the payroll and the treaty positions whose failure is what actually endangers a director and an owner. Our seat comes attached to the firm that does that work, with 1300+ five-star Google reviews behind it, one accountability instead of a gap between providers. Please see our nominee director page.
How do we get started?
Please book a free consultation and tell us where the group is based, what the Canadian activity will be, whether you lean branch or subsidiary, and when you need to be operational. We give you the honest structural comparison, confirm whether a resident director is even required, and send written flat-fee quotes with HST included the same week. Book Free Consultation →

Meet Your Cross-Border Team

Sharad Gondaliya, CPA

Sharad Gondaliya, CPA

Founder & Managing Director
Gondaliya CPA Professional Corporation

Sharad, a CPA in both Canada and the USA, advises foreign groups on entry structures, treaty-based filings, director appointments and the guardrails behind them.

Vandana Goel, CPA

Vandana Goel, CPA

Senior Accountant
Gondaliya CPA Professional Corporation

Vandana keeps foreign-owned entities compliant: registers, annual returns, GST/HST, payroll, T2s and the reporting a head office abroad relies on.

What Our Clients Say

1300+ five-star reviews from business owners across Ontario and Canada.

Related Industries We Serve

Sectors where foreign-owned Canadian entities most often land, all served under one flat-fee roof.

Franchises

  • Foreign franchisee entities structured
  • Royalty and system reporting handled
  • Location-level books and payroll

Consulting Firms

  • Project entities for Canadian work
  • Withholding friction designed out
  • Group reporting for head office

Startups

  • Subsidiaries for global founders
  • Clean records for future raises
  • CRA accounts opened correctly

Construction

  • Acquisition and project vehicles
  • Holdback and progress accounting
  • Payroll for Canadian site crews

Canada, Entered Correctly the First Time.

Structure decided honestly, the resident director seat filled where it truly applies, and every Canadian filing, T2, treaty, GST/HST, payroll and annual return, held by one accountable CPA firm. Flat fees. All fees include HST.

Licensed CPA Ontario
1300+ Five-Star Reviews
Branch vs Subsidiary Advised
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