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Corporate
Structuring &
Compliance

The structure you choose today determines how much tax you pay, how well you're protected, and how easily you can grow or exit tomorrow. We design and maintain the right corporate architecture — on both sides of the border.

Incorporations Secretarial Compliance Canada & US
2
Countries
15+
Yrs Experience
100%
Filing Accuracy
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Incorporation Articles of Incorporation Annual Returns Shareholder Agreements Corporate Restructuring Cross-Border Entities Minute Books
Incorporation Articles of Incorporation Annual Returns Shareholder Agreements Corporate Restructuring Cross-Border Entities Minute Books
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Corporate Architecture
& Governance

From first incorporation to multi-entity restructuring — we build and maintain the legal and compliance foundation your business stands on.

Federal & Provincial Incorporation

Federal CBCA and provincial incorporations across Ontario, BC, Alberta, and all other provinces — with the right jurisdiction chosen based on your business model, owners, and growth plans.

US Entity Formation

LLC, C-Corp, and S-Corp formations across all US states — including Delaware, Wyoming, and New York — with registered agent appointment and operating agreement drafting.

Holding Company Structures

Design of holding and operating company structures to protect assets, enable income-splitting, facilitate future sale, and minimize corporate and personal tax.

Shareholder Agreements

Comprehensive shareholder agreements covering share transfers, buy-sell provisions, decision-making rights, dispute resolution, and founder vesting — protecting all parties.

Corporate Restructuring

Section 85 rollovers, amalgamations, share exchanges, and corporate reorgs — restructuring your existing entities to achieve better tax efficiency and legal protection.

Share Capital Design

Multiple share class structures (common, preferred, special) designed to allow income splitting, capital gains planning, and future equity issuance to investors or employees.

Minute Book Maintenance

Complete preparation and maintenance of corporate minute books — including registers of directors, officers, shareholders, and all corporate resolutions required by law.

Annual Returns & Filings

Timely preparation and filing of annual returns with provincial registries, Corporations Canada, and state agencies — preventing corporate dissolution and maintaining good standing.

Director & Officer Resolutions

Annual and special resolutions for dividends declared, officer appointments, banking arrangements, fiscal year-end changes, and all other corporate actions requiring board approval.

Share Transfers & Issuances

Preparation of share transfer agreements, share certificates, and all registry updates for new share issuances, transfers between shareholders, and redemptions.

Articles Amendments

Filing amendments to articles of incorporation for name changes, share structure modifications, and updates to corporate restrictions — in Canada and the US.

Compliance Catch-Up

Remediation of years of missed corporate filings, unwritten resolutions, and incomplete minute books — bringing your corporate records fully up to date and legally sound.

Cross-Border Entity Design

Structuring dual-entity arrangements — Canadian corporation with US subsidiary (or vice versa) — designed to minimize permanent establishment risk and optimize tax treaty benefits.

Extra-Provincial / Foreign Qualification

Registering your Canadian corporation to do business in US states, or qualifying a US entity to operate in Canadian provinces — including registered agent appointments.

Intercompany Agreements

Management fee agreements, licensing arrangements, and intercompany loan agreements between related Canadian and US entities — supporting transfer pricing documentation.

Transfer Pricing Documentation

Contemporaneous transfer pricing policies and documentation for intercompany transactions — satisfying both CRA and IRS requirements and reducing audit risk.

Permanent Establishment Analysis

Assessing whether your business activities in the other country create a taxable presence — and structuring operations to manage PE exposure under the Canada–US Tax Treaty.

Exit & Succession Structuring

Preparing your corporate structure for a future sale or ownership transition — maximizing the Lifetime Capital Gains Exemption and minimizing cross-border exit taxes.

03

Entity Types Compared

The wrong entity type costs you in taxes, protection, and flexibility. Here's how the most common structures compare — so you understand what's at stake.

🇨🇦
CCPC (Canadian Corporation)
Best for most Canadian businesses
Small Business Tax Rate (9%)
Income Splitting (with family)
Capital Gains Exemption (~$1M)
Limited US operations support
🇨🇦🇺🇸
Holding Structure (HoldCo)
Best for cross-border & asset protection
Recommended
All CCPC benefits retained
Asset protection layer
US operations compatible
Optimal exit/succession structure
🇺🇸
US LLC / C-Corp
Best for US market access
Full US operations access
Investor / VC friendly (C-Corp)
No Canadian small biz rate
No LCGE on sale

Corporate Compliance
Deadlines

A corporation that misses its annual filings risks administrative dissolution — losing its legal standing and exposing directors to personal liability. We track every deadline, for every entity you own.

Many business owners don't know their corporation has been administratively dissolved until they try to sell the business, apply for a loan, or sign a major contract. By then, the remediation is costly and time-consuming.

🇨🇦 Canadian Compliance
Federal Annual Return (CBCA)
Corporations Canada
Within 60 days of anniversary
Ontario Annual Return
Ontario Business Registry
6 months after year-end
Director Change Notice
All jurisdictions
Within 15 days
Annual Corporate Resolutions
Minute book maintenance
Annually
🇺🇸 US Compliance
LLC Annual Report
Varies by state
State-specific
Corporate Annual Report
Secretary of State
Annually
Registered Agent Updates
All registered states
Immediately on change
FinCEN BOI Report
Beneficial Ownership
As required
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The T&F Difference

Corporate compliance isn't just paperwork — it's the legal foundation of everything you've built. We treat it with the seriousness it deserves.

Dual-Jurisdiction Expertise

We handle corporate compliance on both sides of the border. One team manages your Canadian and US entities — no coordination gaps, no duplicated effort.

Tax-Integrated Structuring

Because we also handle your tax filings, our structural recommendations are always tax-optimized — holding companies, share classes, and rollovers designed to minimize your tax bill from day one.

Proactive Compliance Reminders

You'll never miss a filing deadline. We track every annual return, resolution, and government deadline for every entity you own — and notify you well in advance.

Complete Minute Book Management

We maintain your corporate records from incorporation through every board resolution — so when a bank, buyer, or lawyer requests your minute book, it's ready and complete.

One Dedicated Professional

A single advisor manages your entire corporate governance picture — understanding your business, your family, and your long-term goals when advising on structure changes.

Free Structure Review

Not sure if your current structure is optimal? We'll review it at no charge and tell you exactly what's working, what's risky, and what could be improved.

Book a Free Review

Service Packages

All packages are tailored to your entity count, complexity, and jurisdictions. Contact us for a precise scope and fee.

Starter

New Incorporation

For entrepreneurs incorporating for the first time — or sole proprietors transitioning to a corporation.

Federal or provincial incorporation
Articles of incorporation drafting
Initial minute book setup
Shareholder & director registers
First-year resolutions package
Get a Quote
Enterprise

Structuring &
Cross-Border Compliance

For multi-entity groups, holding structures, or businesses operating in both Canada and the US.

Everything in Ongoing
Multi-entity compliance (CA + US)
HoldCo / OpCo structuring
Intercompany agreements
Transfer pricing documentation
Get a Quote
05

Frequently Asked
Questions

Corporate structuring and compliance decisions have long-term consequences. Here are the questions business owners ask us most often.

Ask Us Anything
It depends on your plans. Federal incorporation (CBCA) gives you the right to operate under your corporate name in every province and is better if you plan to operate nationally or internationally. Provincial incorporation (e.g., OBCA in Ontario) is simpler and cheaper if you'll operate in one province. We'll advise based on your specific situation.
A holding company (HoldCo) is a corporation that owns shares in your operating company. Its primary benefits are: (1) asset protection — surplus cash swept to the HoldCo is shielded from operating company creditors; (2) inter-corporate dividend transfers taxed at ~0%; (3) income splitting opportunities; and (4) better succession and exit planning. Not every business needs one immediately, but most growing incorporated businesses benefit from one eventually.
Yes — and it's more common than you'd think. Incomplete or outdated minute books can cause serious problems when you apply for a business loan, try to sell the business, or face a CRA audit. Banks and lawyers reviewing your corporate records expect them to be current. We handle catch-up work routinely and can bring your records up to date quickly.
The right structure depends on where revenue originates, where employees are based, and whether you need a US legal presence. Common approaches include: a Canadian corporation with a US subsidiary (LLC or C-Corp), or a US entity with a Canadian branch or subsidiary. Each has different tax treaty implications, PE considerations, and administrative requirements. We analyze the full picture before recommending.
A Section 85 rollover (under the Income Tax Act) allows you to transfer assets — including business assets or shares — into a corporation at a chosen amount, deferring capital gains that would otherwise be triggered. It's commonly used when incorporating a sole proprietorship, creating a holding company structure, or reorganizing between related corporations. Timing and elected amounts matter significantly, so professional guidance is essential.
Missed annual returns can result in your corporation being struck from the government registry — a process called administrative dissolution. A dissolved corporation cannot legally conduct business, sign contracts, or hold property. Directors may face personal liability during the period of dissolution. Revival is possible but requires back-filing and fees. Prevention is far cheaper than cure.

The Right Structure.
From Day One.
Maintained for Life.

Whether you're incorporating for the first time, restructuring for better tax efficiency, or cleaning up years of missed compliance — we handle it all, precisely and professionally.

(647) 528 0200 info@bobbyfinancials.ca ON & NY