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Canadian/American co-founders: expert advice on incorporating

Last month, I asked here (and in a few other places) for advice on incorporating for Canadians. Here's what I learned...

Quick recap: I am working on two projects. #1 is a simple game that I am working on by myself, and #2 is a longer-project where I have a co-founder (who is based in, and is a tax-resident of the US).


Based on some suggestions, I decided to go ask cross-border legal and tax experts. After some great conversations (and shelling out a few hundreds of dollars) here is what I learned:

  1. LLCs and US C-Corps are the easiest things to get started (e.g., with Stripe Atlas) and make a lot of sense for most cases. For Canadians (as sole-owners, or co-founders) though, LLCs in particular can create a lot of hassles, and double-taxation.

  2. As a direct owner (co-founder) in a US C-Corp, I would have similar hassles with taxation.

  3. Many US investors also prefer to invest in US Corps, since LLCs or non-US Corps can add on documentation/taxation burden on to them.


Based on their suggestions, this is what we decided to do in our case:

  1. Register a Canadian Corporation (either federal or provincial). This corporation is primarily created to (A) act as a holding company for a US C-Corp and (B) because corporations in Canadian has many tax-advantages, such as a lowered tax-rate (federal tax rate for corporations is 15%, can be as low as 9%), small-business benefits, personal tax deferral and lifetime-capital-gains-exemption (if you sell it).

  2. Incorporate as a C-Corp in the US. The owners of this C-Corp would be my US-based co-founder and the Canadian Corporation from #1.

  3. Incorporation can be done in any state and does not usually matter (what matters more is where work is done). Delaware is a popular option for SAAS businesses and Stripe Atlas can easily create this for you.

Now when it comes to taxes:

  1. The US C-Corp would file it's own annual reporting and taxes.
  2. We can take out (as we need and decide to) proceeds from the revenue as salary (or leave it in there). My US co-founder can directly draw a salary from the US Corp, while my share will be transferred from the US Corp to the Canadian Corp. This transfer has a 5% US IRS Withholding.
  3. Then I can draw a salary from the Canadian Corp.
  4. The Canadian corp also files it's annual reports and taxes with the CRA.
  5. And finally, both co-founders file their individual taxes in their own countries.

I had a lot of confusion with a lot of this, and didn't really get any clear answers via Google or from various forums. Hope this helps future co-founders.

Now go on and build! Cheers.

on October 25, 2022
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    Can you refer me to your lawyers who were about to get you to do this structuring, also I hope these still are applicable