new-site/docs/foreign-incorporation-guide.md

# Foreign Non-Resident Incorporation Guide — Canada vs US

**Last updated:** 2026-04-05
**Purpose:** Guide for non-US/non-Canadian foreigners who want to form a business entity.
Recommendation: if they don't have SSN/ITIN, steer them toward Canadian incorporation.

---

## The Problem: US LLC Formation for Foreigners

Foreign non-residents who want a US LLC face these barriers:

| Barrier | Details |
|---------|---------|
| **EIN requires SSN or ITIN** | IRS Form SS-4 asks for the responsible party's SSN or ITIN. Without either, you must fax the form — takes 4-6 weeks, often lost. |
| **ITIN requires a tax return** | You can only apply for ITIN by filing a US tax return (Form W-7 + 1040-NR). Catch-22: you need the ITIN to get the EIN to open the bank account to earn income to file the return. |
| **US bank accounts** | Nearly impossible without SSN/ITIN. Most banks require physical branch visit + SSN. Mercury, Relay, Novo all require SSN. |
| **Stripe US** | Requires SSN or ITIN for identity verification of the responsible person. |
| **PayPal US** | Requires SSN for business accounts. |
| **State-level complications** | Some states (CA, NY) have additional requirements for foreign-owned LLCs. |
| **FATCA/CRS reporting** | Foreign-owned US LLCs trigger complex tax reporting obligations. |

**Bottom line:** A foreigner without ITIN faces 2-6 months of bureaucracy just to get an
EIN and bank account for a US LLC. Many give up.

---

## The Solution: Canadian Corporation

Canadian provincial incorporation has **none of these barriers** for foreigners:

| Factor | US LLC | Canadian Corporation |
|--------|--------|---------------------|
| Government ID number needed? | SSN or ITIN (hard to get) | **No SIN required** |
| Resident director required? | No (most states) | **No (BC, ON, AB, SK, MB, QC)** |
| Physical presence required? | No (most states) | **No — fully remote** |
| ID for incorporation | Not needed at filing | **Passport or national ID** |
| Bank account | Requires SSN/ITIN | **Fintech banks accept foreign directors** |
| Payment processing | Stripe requires SSN | **Stripe Canada accepts foreign directors** |
| Time to operational | 2-6 months (EIN + bank) | **1-2 weeks** |
| Corporate tax (small biz) | 21% federal | **11% (BC) / 12.2% (ON)** |
| Sales tax on exports | Varies by state | **0% GST/HST on exports** |

### What foreigners DON'T need for Canadian incorporation:

- No SIN (Social Insurance Number) — SIN is for employment/tax, not incorporation
- No Canadian passport or permanent residence card
- No ITIN (that's a US concept — doesn't exist in Canada)
- No physical visit to Canada
- No Canadian bank account at time of incorporation
- No Canadian co-signer or guarantor

### What foreigners DO need:

| Requirement | Details |
|-------------|---------|
| Valid government photo ID | Passport, national ID card, or driver's license |
| Residential address | Can be in their home country (for director record) |
| Registered office in the province | **We provide this** via Anytime Mailbox |
| Filing fee payment | Credit card (Visa/MC) |
| Email address | For correspondence — we provision a .ca email if CRTC |

---

## Province-by-Province Requirements for Non-Resident Foreign Directors

### Provinces WITH NO Resident Director Requirement (Foreign-Friendly)

These provinces allow 100% foreign ownership with all directors being non-residents:

#### British Columbia (BC)

| Item | Details |
|------|---------|
| Governing Act | BC Business Corporations Act (BCBCA) |
| Resident director requirement | **None** — never had one |
| Incorporation portal | BC Corporate Online (anonymous, no login) |
| Government fee | ~C$350 |
| Annual return | C$42.71/yr (BC Annual Report) |
| Director ID needed at filing? | No — just name and address |
| Director address | Any worldwide address accepted |
| Registered office | Must be in BC — we provide (AMB Vancouver) |
| SIN needed? | No |
| Language | English only |
| Our price | C$449 + C$350 gov fee + AMB mailbox (~C$156-240/yr) |

#### Ontario (ON)

| Item | Details |
|------|---------|
| Governing Act | Ontario Business Corporations Act (OBCA) |
| Resident director requirement | **None** — removed by Bill 213, July 5, 2021 |
| Incorporation portal | Ontario Business Registry (requires Ontario Business Account login) |
| Government fee | ~C$360 |
| Annual return | C$25/yr (Ontario Annual Return) |
| Director ID needed at filing? | Name, address, resident Canadian checkbox (can be "No") |
| Director address | Any worldwide address accepted |
| Registered office | Must be in Ontario — we provide (AMB Toronto) |
| SIN needed? | No |
| Language | English or French |
| Our price | C$449 + C$360 gov fee + AMB mailbox (~C$96-168/yr) |

#### Alberta (AB)

| Item | Details |
|------|---------|
| Governing Act | Alberta Business Corporations Act (ABCA) |
| Resident director requirement | **None** |
| Incorporation portal | Alberta Corporate Registry (account required) |
| Government fee | ~C$275 |
| Annual return | C$20/yr |
| Director address | Any worldwide address accepted |
| Registered office | Must be in Alberta |
| SIN needed? | No |
| Our price | Not yet offered — architecture supports it |

#### Saskatchewan (SK)

| Item | Details |
|------|---------|
| Governing Act | Saskatchewan Business Corporations Act (SBCA) |
| Resident director requirement | **None** |
| Government fee | ~C$266 |
| Annual return | C$50/yr |
| SIN needed? | No |
| Our price | Not yet offered |

#### Manitoba (MB)

| Item | Details |
|------|---------|
| Governing Act | The Corporations Act (Manitoba) (TMCCA) |
| Resident director requirement | **None** |
| Government fee | ~C$350 |
| Annual return | C$50/yr |
| SIN needed? | No |
| Our price | Not yet offered |

#### Quebec (QC)

| Item | Details |
|------|---------|
| Governing Act | Quebec Business Corporations Act (QBCA) |
| Resident director requirement | **None** |
| Government fee | ~C$379 |
| Annual return | C$89/yr |
| Language | **French required** for filings and corporate documents |
| SIN needed? | No |
| Banking caveat | **Venn does not serve Quebec corporations** per TOS |
| Our price | Not yet offered — French language requirement adds complexity |

### Provinces WITH Resident Director Requirement (NOT Foreign-Friendly)

These provinces require at least 25% of directors to be **resident Canadians**.
Non-residents cannot be the sole director.

| Province | Requirement | Governing Act |
|----------|-------------|---------------|
| Nova Scotia (NS) | 25% Canadian residents | NSCA s.71 |
| New Brunswick (NB) | 25% Canadian residents | NBBCA s.63 |
| Prince Edward Island (PE) | 25% Canadian residents | PEI Companies Act |
| Newfoundland & Labrador (NL) | 25% Canadian residents | CNLCA s.170 |

**Workaround:** If a client specifically needs one of these provinces, they need a Canadian
resident co-director. We do NOT offer nominee director services.

### Federal (CBCA) — NOT Recommended for Foreigners

| Item | Details |
|------|---------|
| Governing Act | Canada Business Corporations Act (CBCA) |
| Resident director requirement | **Yes — 25% must be Canadian residents** |
| Government fee | C$200 (cheapest) |
| Language | English and French |
| Why not recommended | Residency requirement defeats the purpose for foreign non-residents |

---

## Banking for Non-Resident Foreign Directors

This is the hardest part. The corporation is Canadian, but the directors/owners are not.

### Venn.ca (Our Current Referral Partner)

| Item | Details |
|------|---------|
| Eligibility | TOS says "Customers resident in Canada" but in practice this refers to the **corporation's domicile**, not the individual. Confirmed: US passport + US residential address accepted for account opening. |
| KYC | FINTRAC requirements — identity verification of beneficial owners via passport/ID |
| Quebec | Explicitly excluded from service (Venn TOS Section 2) |
| Non-resident directors? | **Yes — confirmed working.** PW account opened with US passport + US residential address for the director, and AMB mailbox (Canadian registered office) as the business address. |
| How it works | Business address = AMB mailbox (Canadian), Director/beneficial owner = foreign passport + foreign home address. Venn treats the corporation as Canadian (it is), doesn't require the director to be Canadian. |
| Recommendation | **Primary banking referral for all Canadian formations**, including non-resident directors. |

**Status:** Venn accepts non-Canadian directors. The key is that the **business address is
Canadian** (our AMB mailbox). The director's personal address and nationality don't matter.
Need to verify the full signup flow via Playwright recon to document exact ID types accepted
(passport, national ID, driver's license) and any country restrictions beyond Quebec and
OFAC-sanctioned nations.

### Wise Business (Recommended for Non-Residents)

| Item | Details |
|------|---------|
| Canadian registration | Wise Payments Canada Inc., regulated by FINTRAC |
| Accepts non-resident directors? | **Yes** — Wise serves businesses globally. Canadian corp with foreign directors accepted. |
| Verification | Passport + proof of address (home country) + company registration documents |
| Currencies | CAD, USD, EUR, GBP + 40 more |
| CAD account | Yes — local Canadian bank details for EFT/direct deposit |
| USD account | Yes — US routing number + account number for ACH |
| Cards | Wise Business debit cards for team spending |
| Fees | Low FX margins (0.4-0.6%), no monthly fee |
| Setup time | ~1-3 business days online |

### Airwallex (Good for High-Volume International)

| Item | Details |
|------|---------|
| Canadian registration | Airwallex (Canada) Ltd., regulated by FINTRAC |
| Accepts non-resident directors? | **Yes** — designed for international businesses |
| Verification | Company documents + director passport + proof of address |
| Currencies | CAD, USD + 60+ currencies |
| Best for | Businesses with high international transfer volume, marketplace payouts |
| Fees | Competitive FX, volume discounts |
| Setup time | ~2-5 business days |

### Payoneer (Good for Freelancers/Marketplaces)

| Item | Details |
|------|---------|
| Accepts non-resident directors? | **Yes** — global platform |
| Best for | Receiving payments from US/EU marketplaces (Amazon, Fiverr, Upwork) |
| CAD receiving account | Yes |
| USD receiving account | Yes |

### Traditional Banks (Require Branch Visit)

| Bank | Non-Resident Directors? | Requirements |
|------|------------------------|--------------|
| TD Canada Trust | Case-by-case | At least one person must visit a branch. Passport + company docs. |
| RBC Royal Bank | Case-by-case | Similar to TD. May require introduction by existing client. |
| BMO | Case-by-case | Commercial banking team handles non-resident applications. |
| Scotiabank | Most flexible for international | Caribbean/Latin American connections help. |

**Traditional banks generally require at least one in-person visit** to a Canadian branch
for initial account opening. Some allow subsequent management remotely.

---

## Payment Processing for Non-Resident Directors

| Processor | Accepts Non-Resident Directors? | Requirements |
|-----------|-------------------------------|--------------|
| **Stripe Canada** | **Yes** — accepts passport for identity verification | Canadian corporation + director passport + registered office address |
| **PayPal Canada** | **Yes** — more flexible than PayPal US | Canadian corporation + director passport |
| **Square Canada** | Yes | Canadian corporation + director ID |
| **Adyen** | Yes (enterprise) | KYC on all beneficial owners |

**Key insight:** Stripe Canada does NOT require SIN for the responsible person — they accept
a passport. This is a massive advantage over Stripe US (which requires SSN/ITIN).

---

## Our Recommendation Flow for Foreign Non-Residents

### On the Formation Order Page

When a customer selects "I don't have a US SSN or ITIN" or selects a non-US country of
residence, show a callout:

```
No US SSN or ITIN? Consider a Canadian corporation.

Canadian provinces like BC and Ontario allow 100% foreign ownership with no
Canadian residency requirement for directors. No SIN needed. Incorporate
remotely in 3-7 business days.

Benefits over US LLC for non-residents:
- No SSN/ITIN needed (Canada has no equivalent requirement)
- Bank account via Wise Business (accepts non-resident directors)
- Stripe Canada accepts passport for verification
- Lower corporate tax: 11% (BC) vs 21% (US federal)
- 0% sales tax on exports

C$449 + government fees (~C$350-360) + registered office mailbox.
[Start a Canadian Corporation →]
```

### On the CRTC Order Page

No changes needed — the CRTC page already targets foreign non-residents specifically
(US telecom operators who want Canadian carrier status). The Stripe Identity verification
already handles foreign passports.

---

## OFAC / Sanctions Considerations

Even though Canada has fewer barriers for foreigners, **OFAC sanctions still apply** if the
person intends to transact with US parties or use US financial infrastructure:

- Nationals of comprehensively sanctioned countries (Cuba, Iran, North Korea, Syria, parts
  of Russia/Belarus/Venezuela/Myanmar) are blocked from US financial system regardless of
  where they incorporate
- FINTRAC (Canada's AML agency) may also flag certain nationalities for enhanced due diligence
- Canadian banks perform their own sanctions screening
- **We do not provide sanctions compliance advice** — customers should verify their personal
  compliance status with qualified legal counsel

---

## Summary: Which Province to Recommend for Foreign Non-Residents

| If the client... | Recommend | Why |
|-----------------|-----------|-----|
| Wants cheapest option | **Alberta** (C$275 gov fee) | Lowest filing fee, no residency requirement |
| Wants established business presence | **Ontario** (C$360 gov fee) | Largest market, Toronto address prestige |
| Wants Pacific/Asia-Pacific focus | **BC** (C$350 gov fee) | Vancouver gateway, strong Asian business ties |
| Wants cheapest annual maintenance | **Ontario** (C$25/yr) | Lowest annual return fee |
| Needs French-language corporate docs | **Quebec** (C$379 gov fee) | Only if specifically needed — banking complications |
| Wants federal presence in all provinces | **Not recommended** | 25% Canadian resident director requirement |

**Default recommendation:** British Columbia or Ontario, depending on business focus.
BC for Pacific/international, Ontario for North American market presence.

---

## Implementation Notes

### Formation Page Changes

1. Add a "Country of Residence" field to the formation order form
2. When country is NOT US and NOT Canada, show the "Consider Canadian Corporation" callout
3. When the user doesn't have SSN/ITIN (checkbox), show the callout
4. Link to the Canadian formation flow (same page, country=CA auto-selected)

### Banking Referral Changes

1. For ALL Canadian formations (resident or non-resident directors): recommend **Venn** as primary
   - Confirmed: Venn accepts non-Canadian directors with foreign passport + foreign address
   - Business address uses our AMB mailbox (Canadian) — this satisfies Venn's requirements
2. Wise Business and Airwallex as **secondary alternatives** (for clients who prefer them or need features Venn doesn't offer)
3. Banking referral email template stays the same (Venn link) — no need to branch by residency

### Product-Facts.md Updates

1. Add "No SSN or ITIN required" to Canadian formation bullet points
2. Add "Non-resident foreign directors welcome" language
3. Add banking alternatives for non-residents (Wise, Airwallex)

### Venn Verification Needed

- [x] Can a Canadian corporation with 100% non-resident directors open a Venn account? **YES — confirmed.** Business address uses AMB mailbox (Canadian). Director uses foreign passport + foreign home address.
- [ ] Run Playwright recon on Venn signup flow to document exact ID types accepted and country restrictions
- [ ] Confirm whether non-US/non-CA passports (e.g., EU, Asian, African) are also accepted
- [ ] Check if Venn requires the director to have a specific type of address proof