A Brazilian food company can file to incorporate its Canadian subsidiary online with nothing from São Paulo but a board decision. The bank account takes longer. The bank must identify everyone who owns or controls 25% or more of the new company, and the answer sits in a Portuguese contrato social and a Junta Comercial registration record.
That is the pattern for any foreign company opening in Canada: the government filings are mostly forms, while the evidence behind them lives in the parent's documents, in the parent's language. Translating them early, once and consistently, saves weeks.
This guide covers the choice between a branch and a subsidiary, what each registry, Investment Canada, FINTRAC-regulated banks and the CRA ask for, and which parent documents need translating.
Branch or subsidiary: what is the difference?
A branch is the foreign company itself, registered to carry on business in a province. A subsidiary is a new Canadian corporation that the foreign company owns. The choice changes which documents you need.
| Branch (extra-provincial registration) | Subsidiary (new Canadian corporation) | |
|---|---|---|
| Legal entity | The foreign company, with the parent directly responsible | A separate Canadian corporation |
| Where you file | Each province where it carries on business | Corporations Canada or one province, then each other province where it does business |
| Parent documents at registration | Certificate of status or proof of existence; charter documents in Alberta | None: articles, registered office and directors are filed on Canadian forms |
| Local representative | Agent for service (Ontario, Alberta) or attorney (BC; Quebec if no establishment there) | Registered office in Canada |
| Director residency | Not applicable | CBCA: at least 25% resident Canadians; Ontario: no requirement since July 5, 2021 |
| Translation rule | Alberta: "a notarized translation" of a non-English charter from outside Canada | Articles in English, French or both |
Under the CBCA, s. 105(3), "at least twenty-five per cent of the directors of a corporation must be resident Canadians", and a corporation with fewer than four directors needs at least one. Ontario repealed its equivalent rule in its Business Corporations Act effective July 5, 2021.
Province-by-province registration rules and each registry's translation wording are set out in corporate registry filings with foreign documents.
What does a Canadian subsidiary need from its foreign parent?
At incorporation, nothing in a foreign language. Corporations Canada's process has five steps: name the corporation, create the articles, give the registered office address and first directors, file information on individuals with significant control (ISCs), and pay. The articles can be "in either official language (English or French)", in both, or bilingual.
The ISC step is where the parent's records come in. An ISC is an individual who owns, controls or directs 25% or more of the shares, by votes or by value, or has control in fact. When the shareholder is a foreign company, you must look through it to the people behind it and record each one's name, date of birth, citizenship, tax residence and address. Those facts usually come from the parent's share register, shareholder agreements and register extracts.
The parent will also typically sign a board resolution authorizing the subsidiary, appoint its first directors and give someone in Canada a power of attorney. See power of attorney translation.
Do I need to notify Investment Canada?
Yes. Under the Investment Canada Act, establishing a new Canadian business is an investment "subject to notification" (s. 11). The non-Canadian must give notice "at any time prior to the implementation of the investment or within thirty days thereafter" (s. 12). In Investment Canada's own words, "you must file a notification each and every time you commence a new business activity in Canada."
The notice is a form, not a document dump. Schedule I of the Investment Canada Regulations asks for:
- the investor's legal name, its directors, its five highest-paid officers and anyone owning 10% or more;
- its ultimate controller, if any, and whether a foreign state holds an interest or can appoint directors;
- for a new business, projected employees at the end of the second full year, projected investment over the first two years, and projected sales in the second year.
Notification does not end the matter: Part IV.1 of the Act, on national security review, applies to an investment to establish a new Canadian business. Amendments passed in 2024 also provide for a filing before implementation for investments in prescribed business sectors, so check the current rules for your sector before you set up.
What will a Canadian bank ask the parent company for?
Banks are reporting entities under Canada's anti-money-laundering law, and FINTRAC's guidance sets the minimum they must collect.
Proof that the corporation exists. A bank may refer to a certificate of incorporation, a record filed annually under provincial securities law, or "the most recent version of any other record that confirms the corporation's existence and contains its name and address and the names of its directors". For a branch, that record is the foreign company's own register extract. It "must be authentic, valid and current."
Beneficial ownership. The bank must obtain "the names of all directors of the corporation and the names and addresses of all persons who directly or indirectly own or control at least 25%", plus information on ownership, control and structure, such as an organizational chart. It must then take reasonable measures to confirm it, for example by checking shareholders registers, articles of incorporation, certificates of corporate status, shareholder agreements or board records.
Identity of the people. Photo identification must be government-issued, and FINTRAC accepts a foreign government document "if it is equivalent to a Canadian document." A passport usually needs no translation; a national ID card or residence permit in another script may.
FINTRAC's guidance does not say who must translate a foreign record. The bank decides, so ask its onboarding team which form of translation it accepts before ordering, and whether it wants notarized or apostilled copies of the originals. The Hague Apostille Convention has been in force for Canada since January 11, 2024; see apostille explained.
Does the CRA need anything from a foreign parent?
A foreign company operating as a branch registers with the CRA as a non-resident. The CRA's non-resident page sends you to its online Non-Resident Business Registration form, or Form RC1 by mail or fax to the Atlantic Tax Centre in Summerside if you cannot register online. The page itself lists no foreign documents and no translation rule; answer any follow-up request with the document and a complete translation.
Which parent documents need translating?
| Document | Typical local name | Who reads it |
|---|---|---|
| Certificate of status or register extract | Handelsregisterauszug, Kbis, certidão simplificada | Ontario, BC and Alberta registries; banks |
| Articles, charter or bylaws | Satzung, statuts, contrato social, estatutos | Alberta registry; banks confirming ownership |
| Share or shareholder register | Gesellschafterliste, libro de socios | Banks; your ISC register |
| Board or shareholder resolution | Beschluss, ata | Banks; Canadian lawyers |
| Power of attorney for the Canadian representative | Vollmacht, procuração | Banks; Canadian lawyers |
| Organizational chart | Banks |
Translate the whole document, not the convenient pages: register extracts put directors, signing rules and history on later pages, and those are exactly what a bank checks. See business documents and bylaws.
What must a corporate translation show?
- Legal names exactly as registered, with the legal form kept: GmbH, Ltda., S.A.S., Sp. z o.o.
- Registration numbers, register courts and offices, digit for digit.
- Signing authority word for word, because it tells a bank whether one signature binds the company.
- Share capital, percentages and currencies as stated.
- Names of individuals as in their passports, identical across every document.
- Dates with the format made clear, and every stamp, seal, electronic signature and QR code described in brackets.
Common mistakes when opening in Canada
Registering in one province only. A federal subsidiary still registers in each province where it does business, and a branch registers everywhere it operates.
Missing the 30-day notice. The Investment Canada notification is due within 30 days of implementation, and it applies "each and every time".
No resident Canadian directors on a CBCA corporation. At least 25% are required.
An ownership chain nobody can read. A bank cannot confirm beneficial owners from a register extract in a language its staff cannot follow.
Three spellings of one name. The same director appears differently in the notice, the ISC register and the bank file.
Stale certificates. Banks want records that are "valid and current".
Checklist: before you open a branch or subsidiary in Canada
Questions people ask
Should a foreign company open a branch or a subsidiary in Canada?
A branch is the foreign company itself registered in a province, so the parent is directly responsible for the Canadian operation. A subsidiary is a separate Canadian corporation and needs no parent documents to incorporate, but a CBCA subsidiary must have at least 25% resident Canadian directors. Tax and liability advice from a Canadian lawyer or accountant should drive the choice.
Does a foreign company need Investment Canada approval to open a subsidiary?
Usually not approval, but notification. Establishing a new Canadian business is subject to notification within 30 days of implementation, and the investment can still be reviewed on national security grounds.
Do directors of a Canadian subsidiary have to live in Canada?
For a CBCA corporation, at least 25% of the directors must be resident Canadians, or at least one if there are fewer than four directors. Ontario dropped its residency requirement on July 5, 2021.
What documents will a Canadian bank ask from a foreign parent company?
A current record proving the company exists and naming its directors, the names and addresses of everyone owning or controlling 25% or more, information on the ownership structure, and photo ID for the people involved. Expect to support the ownership information with registers, articles or shareholder agreements.
Do Canadian registries and banks require certified translations?
Alberta's registry requires a notarized translation of a non-English charter from outside Canada, and the other registries publish no rule. Banks decide for themselves, so ask first. Alberta does not define "notarized translation"; the usual answer is a complete translation with a signed certificate of accuracy and the translator's affidavit sworn before a notary, but confirm with the registry agent or bank before ordering.
Do the parent's documents need an apostille?
Canadian registry instructions generally do not ask for one, but banks and lawyers sometimes do. Since January 11, 2024, an apostille from a member country replaces embassy legalization for documents used in Canada.
How much does it cost to translate a parent company's document set, and how fast?
Official Translations charges CA$39.95 per page, a page being up to 300 words, and CA$24.95 per document for the sworn affidavit. A one-page certificate of status is usually delivered within 24 hours, and a set of articles, registers and resolutions typically takes 1 to 3 business days.
