Resident Director Services for Technology Companies
Incorporating a federal Canadian corporation without a Canadian on the founding team? The CBCA requires that 25% of your directors be resident Canadians, and with a board smaller than four, at least one. Our licensed CPA firm provides that director, serves the role genuinely with governance and compliance oversight, and tells you honestly when a provincial incorporation means you do not need us at all. Flat annual fee. All fees include HST.
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A Canadian Corporation Without a Canadian Founder: Solvable, Properly.
Technology companies arrive at this requirement from every direction: a US SaaS parent opening a Canadian subsidiary to hire engineers, a European founder incorporating where the talent is, a startup whose only Canadian director just left the board. The Canada Business Corporations Act's answer is composition: 25% of directors must be resident Canadians, and on boards smaller than four, at least one. The wrong solutions are everywhere, a friend's name on the register, a passport-holder living abroad, a nominee who signs and vanishes. Each fails either the law's definition or the director's real duties, and director duties are real: personal liability for unremitted source deductions and GST/HST does not care who recruited the director.
We do it the way a licensed CPA firm should. A qualifying professional serves genuinely on your board, the corporation's books, payroll and tax filings run under the same firm's oversight so the seat is never carried blind, and the whole arrangement sits on a written indemnity and services agreement your counsel can review. And when the honest answer is that an Ontario or BC incorporation suits you and needs no resident director at all, that is the advice you get. See our nominee director, incorporation services and company registration.
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Our Resident Director Services for Technology Companies
CBCA Residency Compliance
A qualifying resident Canadian professional appointed to your board, keeping the 25% test continuously met.
Federal Incorporation
Articles built for a technology company, the director named from day one, the minute book opened properly.
Registered Office & Mail
A Canadian registered office for service and official mail, scanned and forwarded to you anywhere.
CRA Accounts & Banking Support
Business Number, T2, payroll and GST/HST accounts registered, and bank onboarding prepared properly.
Compliance Guardrails
Books, payroll and GST/HST under our oversight, so the director's seat and your corporation both stay safe.
Clean Transitions
Mid-year replacements when a Canadian director departs, and a penalty-free exit when your own arrives.
How the Resident Director Engagement Works
Six stages from first call to a fully compliant Canadian corporation. Flat annual fee. All fees include HST.
Jurisdiction, Honestly First
The best engagements start by checking whether you need one at all.
- Federal versus Ontario, BC and other provinces mapped against your plans.
- Ontario's abolished residency requirement explained plainly.
- Federal advantages weighed: national name protection, portability, investor familiarity.
- A clear recommendation, including the one that earns us nothing.
- Flat annual fee quoted in writing before anything proceeds.
Identification and Agreement
A regulated firm's onboarding, done once and done properly.
- Know-your-client and anti-money-laundering verification of shareholders and directing minds.
- The ownership chain and business activity documented.
- The indemnity and services agreement reviewed and signed.
- Compliance conditions and information rights agreed upfront.
- Your counsel welcomed into the review at any point.
Incorporation or Appointment
New corporation or existing board, the seat is filled correctly.
- Federal articles filed with our resident director named, or an existing board updated.
- Share structure set up for a technology company's cap table.
- Registered office established with mail scanning and forwarding.
- Registers, resolutions and the minute book opened and current.
- Extra-provincial registrations filed where you will operate.
Accounts That Make It Real
A corporation is paperwork until the accounts exist.
- Business Number and corporate tax account registered with the CRA.
- Payroll account opened the day your first Canadian hire is planned.
- GST/HST registration timed to your revenue or claimed early for input tax credits.
- Bank onboarding documents prepared the way banks ask for them.
- Every account mapped to a filing calendar from day one.
The Seat, Served Genuinely
Directors' duties are real, so the role is performed, not lent.
- Statutory filings reviewed and signed on time, every time.
- Annual resolutions and registers maintained with our team.
- The corporation's compliance monitored continuously under the guardrails.
- No operational interference: your product, cap table and strategy stay yours.
- The federal annual return diarized so administrative dissolution never threatens.
Growth and Graceful Exit
The service scales with you and steps aside when you are ready.
- SR&ED claims prepared honestly under your corporation's actual status.
- Subsidiary-versus-employer-of-record decisions modelled on your numbers.
- IP and intercompany arrangements coordinated with your counsel.
- Mid-year director departures replaced before the board goes offside.
- When your own Canadian director arrives: appointment, resignation, done, no lock-in.
Free Resident Director Consultation
Free Resident Director Consultation
Case Studies
US SaaS Parent, Canadian Engineering Subsidiary
A Delaware SaaS company wanted a Canadian subsidiary to hire twelve engineers directly instead of paying employer-of-record markups. We incorporated federally with our resident director on the board, opened the payroll and GST/HST accounts, set the intercompany arrangements up with their counsel, and ran the payroll from hire one. The figures here are illustrative of the work we do, not a specific client file.
UK Fintech That Did Not Need Us
A London fintech arrived asking to buy a resident director for a planned federal corporation. Their actual needs, one province, no cross-country expansion, pointed to Ontario, where no residency requirement has existed since 2021. We advised the Ontario incorporation, they kept the annual director fee in their pocket, and we earned the bookkeeping and T2 engagement instead. The figures here are illustrative of the work we do, not a specific client file.
Singapore Founder's Federal Corporation
A Singapore-based founder wanted a federal corporation for its national name protection and investor recognition. We completed identification, incorporated with our director named in the articles, established the registered office, registered the CRA accounts, and prepared the banking package. The compliance guardrails put his books and GST/HST under our oversight from month one. The figures here are illustrative of the work we do, not a specific client file.
Mid-Year Rescue After a Director Resigned
A robotics company's only resident Canadian director resigned, putting the CBCA composition test offside with filings due. We completed onboarding quickly, appointed our director, updated the registers and Corporations Canada records, and reviewed the corporation's payroll and GST/HST standing before the seat was taken, as the guardrails require. The figures here are illustrative of the work we do, not a specific client file.
Director Residency Rules by Jurisdiction
The requirement that creates this service exists federally. Most provinces have removed theirs, which is exactly why honest jurisdiction advice comes first.
| Jurisdiction | Residency Requirement |
|---|---|
| Federal (CBCA) | At least 25% of directors must be resident Canadians; boards with fewer than four directors need at least one |
| Ontario (OBCA) | None; the requirement was abolished on July 5, 2021 |
| British Columbia | None |
| Alberta | None |
| Quebec | None |
| "Resident Canadian" means | Broadly, a Canadian citizen or permanent resident who is ordinarily resident in Canada; a citizen living abroad does not qualify |
The requirement is continuous, not a formation formality. A federal board falls offside the day its last resident Canadian resigns, not at the next annual filing. Technology companies hit this mid-year more than any other way, a Canadian co-founder departs, and the composition test breaks quietly. Our replacement engagements exist for exactly that moment.
What Our Resident Director Does, and Does Not Do
A director in name only protects nobody. A director with unlimited reach is not what you want either. The role has clean edges.
| The Director Does | The Director Does Not |
|---|---|
| Satisfy the CBCA's 25% residency composition continuously | Run your operations or interfere in commercial decisions |
| Review and sign statutory filings and annual resolutions | Hold or control your corporation's funds |
| Maintain registers and governance records with our team | Take equity or any economic interest in your company |
| Monitor tax and payroll compliance under the guardrails | Replace your lawyers on securities, IP or employment law |
| Serve under a written indemnity and services agreement | Make your foreign-controlled corporation a CCPC |
| Exit cleanly when your own Canadian director is ready | Lock you in with penalties or notice traps |
Why the compliance guardrails are not optional. Directors carry personal liability for a corporation's unremitted payroll source deductions and unremitted GST/HST, and that liability does not distinguish between founders and appointed professionals. No credible firm lends a director blind, so the engagement requires the corporation's bookkeeping, payroll and GST/HST to run through our firm or under our review. The condition is not an upsell; it is the mechanism that keeps your corporation compliant and the seat safe, and it is why the arrangement works at all.
What Our Resident Director Service Includes
- Honest jurisdiction advice first, including when a provincial incorporation removes the need entirely
- A qualifying resident Canadian professional appointed to your board and serving genuinely
- Federal incorporation or board update, with registers and the minute book kept current
- A Canadian registered office with mail scanned and forwarded worldwide
- Business Number, T2, payroll and GST/HST accounts registered with the CRA
- Bank onboarding documentation prepared the way Canadian banks expect it
- The federal annual return diarized and filed so administrative dissolution never threatens
- Compliance oversight of books, payroll and GST/HST under the engagement's guardrails
- A written indemnity and services agreement your counsel can review before signing
- Mid-year replacements and a penalty-free exit when your own Canadian director arrives
Know Your Exact Fee Before Anything Files
Flat annual fee, fixed in writing. All fees include HST. No hourly billing.
Why Choose Gondaliya CPA as Your Resident Director?
The Seat and the Filings, One Firm
The director's safety and your compliance are the same work, done by the same regulated firm.
Licensed CPA Ontario
Verifiable on the public register, bound by professional and AML standards a bare nominee never is.
Flat Fee, Upfront
One annual figure with HST included, quoted in writing, with no hourly meters.
Built for Global Founders
Secure portal, evening availability Toronto time, and clients across four continents.
Transparent Flat-Fee Resident Director Pricing
| Service | Fee | Scope | Details |
|---|---|---|---|
| Jurisdiction Review & Quote | FREE | One-time | Federal versus provincial mapped to your plans, with a written flat quote before anything proceeds. |
| Resident Director Service | Flat annual, quoted upfront | Annual | The board seat served genuinely, filings signed, registers maintained, compliance monitored. |
| Federal Incorporation Package | Quoted upfront | One-time | Articles, minute book, registered office setup, CRA accounts and banking documentation. |
| Registered Office & Mail | Included with director service | Annual | Canadian address for service, with official mail scanned and forwarded worldwide. |
| Bookkeeping, Payroll & T2 Guardrails | Quoted upfront | Monthly / Annual | The compliance work the seat requires: books from $150/month, payroll, GST/HST and the T2. |
All fees include HST, so the number quoted is the number you pay. Payment is by Interac e-Transfer to info@gondaliyacpa.ca with auto-deposit enabled and the security question set to Not Applicable; international clients can arrange payment logistics with us directly. Please use our pricing calculator for an exact figure.
One Firm. One Fee. A Board That Is Never Offside.
Flat annual fee, fixed in advance. All fees include HST. 30-Day Money-Back Guarantee.
Resident Director Services for Founders Worldwide
Technology founders from these regions incorporate in Canada with us, entirely through our secure portal.
Frequently Asked Questions
Meet Your Resident Director Team
Sharad Gondaliya, CPA
Founder & Managing Director
Gondaliya CPA Professional Corporation
Sharad advises global technology founders on jurisdiction choice, CBCA compliance, subsidiary structures and the guardrails that keep a director's seat safe.
Vandana Goel, CPA
Senior Accountant
Gondaliya CPA Professional Corporation
Vandana runs the compliance behind every seat: registers, annual returns, CRA accounts, payroll, GST/HST and the T2, kept clean year after year.
What Our Clients Say
1300+ five-star reviews from business owners across Ontario and Canada.
Related Industries We Serve
Founder-built businesses we support beyond the boardroom seat.
Startups
- First-year structures and cap tables
- SR&ED claims under the correct status
- Investor-ready statements and T2s
Consultants
- Incorporated contractor structures
- Cross-border service billing handled
- Owner pay planned beside the T2
Small Businesses
- Flat-fee books, payroll and tax
- Growth thresholds watched all year
- One firm from setup to filing
Self-Employed Professionals
- Incorporation timing advised honestly
- HST and instalments kept current
- Deductions documented properly
No Canadian on the Board? Now There Is.
A licensed CPA firm provides the resident director the CBCA requires, serves the seat genuinely, keeps the compliance that protects it, and steps aside cleanly when you are ready. Flat annual fee. All fees include HST.