Osler Guides

Doing Business in Canada

2011

Doing Business in Canada

Doing Business in Canada is designed to give business executives, counsel and potential investors from foreign countries a concise overview of Canada’s legal and economic framework and key business legislation. For those looking to pursue business opportunities in Canada, this guide outlines several unique aspects of doing business in Canada, including French language requirements in the province of Québec as well as overlapping regulatory jurisdiction among various levels of government in certain areas of the law. With few exceptions, the same considerations apply to Canadians who live, work and conduct business in Canada.

Each chapter provides you with an overview of a particular subject and the laws most likely to affect your business decisions. Beginning with an introduction to Canada’s legal system as it applies to businesses, the guide includes an introduction to Canada’s tax system, the pensions and retirement savings landscape in Canada, foreign investment considerations, competition law, and details on doing business in Québec, to name a few topics.

Doing Business in Canada does not contain a full analysis of the law. This guide provides general information only and does not constitute legal or other professional advice or an opinion of Osler, Hoskin & Harcourt LLP or any member of the firm on the points of law discussed herein.



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An Introduction to Canada’s Government and Legal System
While Canada’s legal system is quite similar to that of many western democracies, there are nevertheless many unique aspects to it, including the existence of the English precedent-based common-law system throughout the country except in Québec where the French Code Napoleón-based system is used.







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Forms of Business Organization in Canada
There are several different vehicles available for conducting a business in Canada, each with its own advantages and disadvantages. A foreign entity looking to carry on business in Canada should consider key factors, such as tax and liability issues, in selecting the most appropriate form of entity.







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Financing a Foreign Business Operating in Canada
There are a wide range of financing options available in Canada for new and expanding businesses. These options range from shareholder infusions of capital to sophisticated institutional financing.







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Insolvency and Restructuring in Canada
Canada’s insolvency and restructuring regime consists primarily of two separate statutes that have been substantially amended in recent years to align their restructuring provisions. Despite some similarities with its U.S. counterpart, the amended Canadian regime remains distinct.







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Regulation of Foreign Investment in Canada
An acquisition of control of a Canadian business by a non-Canadian may be reviewable by the Canadian government under the Investment Canada Act. If it is reviewable, the investment must be of “net benefit to Canada” and not “injurious to national security” to secure approval.







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Competition Law in Canada
Collusion with competitors can trigger significant criminal and civil consequences in Canada. Acquisitions of significant Canadian businesses may require approval from the Canadian Competition Bureau before completion.







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International Trade and Investment Law
Companies contemplating the acquisition, establishment or expansion of a business in Canada whose operations include imports and exports may be afforded certain preferences under international trade agreements.







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An Introduction to Canada’s Tax System
Several federal and provincial tax considerations are relevant to non-residents seeking to do business in Canada. One of the most important considerations is whether to establish a branch operation or to incorporate a Canadian subsidiary.







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Employment and Labour Law in Canada
The constant change associated with employment and labour law in Canada poses a significant challenge for employers doing business here. That challenge is compounded by the fact that employers with operations across Canada may be subject to differing employment laws in each province.







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Executive Transfers, Business Visits and Immigration
Canada’s participation in several free trade agreements, coupled with its national Immigration and Refugee Protection Act, determine whether a foreign business person may live and work in Canada on either a temporary or indefinite basis.







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The Pensions and Retirement Savings Landscape in Canada
Canada’s pensions and benefits regime is varied and complex. The federal government and each of the provinces has its own minimum standards legislation in addition to the federally imposed requirements of the Income Tax Act. The lack of uniform legislation across the country has a significant impact on how pensions are managed in Canada.







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Privacy Law in Canada
Protection of personal information remains at the forefront of public policy debate in Canada. Federal and provincial privacy legislation has a profound impact on the way virtually all organizations carry on business across the country.







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Protecting Intellectual Property in Canada
The Canadian intellectual property regime comprises six federal statutes that have evolved in response to issues such as global technological developments, international treaties and public access needs. Foreign companies carrying on business in Canada must familiarize themselves with both the requirements of and protections afforded by this legislation.







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Environmental Law in Canada
Companies carrying on business in Canada are subject to environmental regulation undertaken by all levels of government – federal, provincial/territorial and municipal. Moreover, directors and officers of Canadian corporations can be personally liable to orders, charges, fines and (in extreme cases) imprisonment for causing or permitting damage to the environment, regardless of whether the corporation has been prosecuted or convicted.







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Regulatory Approvals for Energy Projects
Proposed resource projects in Canada require a range of regulatory and environmental approvals from the federal and/or provincial/territorial governments, depending on the scope of the proposed project and where it is located. Consultation with Canada’s aboriginal peoples oftentimes plays a significant role in the approvals process.







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Foreign Investment in Canadian Real Estate
There are several legal structures available for investment in Canadian real estate. Understanding the principal issues involved in acquiring, leasing, financing or developing a property in Canada will assist a foreign investor in properly assessing the risks and rewards associated with any proposed investment.







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Doing Business in Québec
Québec’s distinct language, culture and legal system present unique challenges for foreign entities considering doing business in Canada’s second largest province. In particular, foreign businesses interested in the Québec marketplace must adhere to the province’s French language requirements.