Is an LLP in British Columbia good for an EU trader with business in the EU and UAE?

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Sonia Thakkar

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Feb 19, 2024
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LLP in BC (Canada) as non resident ,while having global trade business in EU and UAE as EU citizen from Finland is good option? I'm looking for third party services to register LLP in Canada with affordable cost around service charge between 100-150CAD+ government charges separately. the process looks pretty simple but lawyers and asking too much fees for filling of single form and name approval form. can anybody help with any leads? I saw online third party service like Freedom surfer but I feel its scam and i don't really see any reviews about them.
 
Yes, it works as long as you do not sell in Canada. If you sell‌ in Canada, you have to report GST in all provinces and territories (which you do‍ not have to if you ship in from the US etc.) once you reach 30k⁠ CAD in global sales (that is world-wide, not just Canada).

BC has annual report filing⁤
ON has renewal every 5 years

I would probably try ON first. Unless the LP⁣ is owned by a foreign company in which case, you need a costly EPC licence⁢ in Ontario.

From my opinion the Freedomsurfer offer sounds reasonable and good. You may be︀ able to do it yourself if you have time to go there (which you always︁ should have).

BTW: if you use Freedomsurfer, you can use the code "jase" at checkout︂ for a discount. I found it here some years ago:
https://jaserodley.com/best-country-to-incorporate-an-online-business/
Please also note that︃ if you live in Finland, your government will probably deem hour computer (or office) as︄ PE and it will be taxable in Finland.

Freedomsurfer claims that you cannot do it︅ online. I am not sure. Maybe, you can try and report to us:
https://freedomsurfer.com/bc-llp/
https://www2.gov.bc.ca/assets/gov/e.../pack_01_llp_-_registration_forms_package.pdf
I think these guys may be cheaper for you:
https://brcbc.ca/product/llphttps://instantnuansreport.ca/product/register-a-limited-liability-partnership-llp/https://mdlegals.ca/product/bc-limited-liability-partnership/
 
Thanks Mr. Daniel for your valuable feedback.

ON option currently not available for︇ non resident, Only BC province is currently has this provision for non resident to have︈ LLP.

I also have few queries with BC provience,
1) Does Partnership Agreement needs to︉ be submitted in BC registry along with other docs, and does it mandatorily needs notarized?︊
2) Does Article of Association or MoA needs to be drafted and needs to be︋ submitted to BC registry?
3) any other compulsory compliance in Canada federal or BC province︌ level for Non residents and when no business activities in Canada?
4) will my LLP︍ needs to be register CRA Business number, or i will get it automatically after registration?︎
5)
 
Is it‍ an answer from Freedomsurfer or all other agents too? I was interested in this option⁠ with ON, but by the law such LP has to have a registered adress in⁤ ON with the partnership documents stored there. It's unclear how they're resolving this
 
What to google? "A limited‌ partnership is required to keep at its Ontario address records of its partners, copies of‍ all resolutions and Partnership Agreement. " it's a quote from your second link. Freedomsurfer doesn't⁠ offer such address, therefore you are breaking a law
 
Yes, if you are worried, you can use anytimemailbox.com, send them the documents, the government‌ wants and then let them keep the letter forever.

Can you just do me one‍ favour, please? If you print out the papers on sticky labels, Please do not stick⁠ them over mine behind the fire hydrant on the second floor. Thanks.
 
Ontario does allow for non residents to open both Ltd/Inc.︂ companies and LP's. You can even do so online if you open a MyOntario account︃ - https://signin.ontario.ca/. I'm sort of in a similar sitaution: EU Resident and I do︄ some International Import/Export/Commodity trading. I have one company in my country of residence (France) and︅ I have an LP in Ontario. I do hold dual citzenship with Canada, but I︆ am not at all tax resident there and have not been for more than 20︇ years.

Banking was a bit tricky - but I am regularly travelling back and forth︈ to Canada every few months, so on one of my trips I opened a bank︉ account in person at a branch. Other than this, setting up an LP as a︊ non-resident (foreigner or citizen) is pretty easy to do and I think it's like $300︋ CAD for like a 5 year license or something. In my case I set up︌ the General Partner of my LP as my French LLC (an SAS in French). I︍ did NOT need to register this SAS as an EPC as the SAS is sort︎ of like a US LLC and these are not company structures with equivalences in Ontario.️ So I just declared my French SAS as the GP with an Extra-Provincial LLC declaration‌ form - it is different from the EPC form.

You will get a BIN number‍ when you register in Ontario, and this serves as your LP Identifier.
 
Do i also︉ need to submit like LP agreement of me and my partner (husband) in ON registry?︊ what other documents u have submitted while registration? I assume that LP agreement would be︋ just part of my LP record as for an internal record purpose. I hope that's︌ correct?
Also when we transfer the Share Capital to LP business account from our own︍ account? does that Capital also subjected to return to partners ? can u explain about︎ share capitals in LP, how does that work? do we need to document it?
 
Thank Mr.Dbeker .︉ I appreciate for providing info. Yes I'm trying to register Lp in On on my︊ own through Ontario government registry (myservice ontario portal). just have to get virtual business address.︋ I hope i will be able to do the complete process online. I'm planning to︌ seel Wise account for my online business and also global Trade business activities. I also︍ thinking to have other offshore account for my personal and business use, which has less︎ service fees, transaction cost. Do you recommend any other offshore banks or aware about any️ banks. Im EU citizen (finland), but planning to relocate to Dubai with my‌ family may be in 2025.

Thanks once again! 🙂
 
The LP Agreement is an internal document︀ that you use between the GP and the LP. It is not published with the︁ Ontario government when you register the LP, however banks will likely ask for a copy.︂ My set up is very simple and I just used LawDepot.ca for mine. But if︃ you have a more complex business and set up, you should perhaps consider using a︄ local law firm. Share Capital in an LP is a bit different from that of︅ an incorporated entity. Your LP Agreement will usually stipulate how profits are shared/transferred to the︆ LP's, also how much your GP will charge as management fees etc. The most common︇ set up would be that LP's get their profit based on their capital contributions, as︈ a percentage. So say you put in 1000 CAD as your contribution and you have︉ decided that this is worth 50% of the capital in the LP then you would︊ get 50% of the profits when due. Maybe the other 50% of the capital will︋ be sold to multiple partners and this can be of a value higher than 1000︌ CAD if you decide. Of course it won't be of much interest for the other︍ Limited Partners, but just to show that at the end of the day you make︎ up the rules so to speak. Again the LP Agreement needs to stipulate these rules️ - and you will need to convince your Limited Partners to buy into it! But‌ the LP itself isn't a taxable entity (unless you are really doing business in Canada)‍ and it is a pass-thru structure similar to a US LLC.

In Canada,︃ I went with National Bank of Canada (nbc.ca) for banking. Had to set it up︄ at a Branch visit as opening an account as a non-resident can't be done remotely.︅ But if you are planning to relocate and take up residence in Dubai, you might︆ be better off avoiding the Canadian LP altogether and just set up a company in︇ Dubai given that you're planning to relocate there shortly.
 
Are you saying that by using a US LLC⁠ as general partner you don't need to register as EPC?
 
A US LLC is not an‍ incorporated entity according to the Ontario Corporations Act. So you do NOT need to register⁠ it as an EPC. But if you are going to make it a General Partner⁤ of your Ontario LP, you will need a BIN number for the US LLC. In⁣ order to get a BIN, you will need to register the LLC as an Extra-Provincial⁢ LLC in Ontario. This is different from an EPC. It is more of a declaration︀ of a US Entity (with a US address etc.) needing an Ontario BIN but it︁ does not subject it to additional compliance obligations like an EPC would. https://businessregistration.ca/buy/business-name-registration/ontario-llc-form-6/ - you︂ can do it online in the ServiceOntario portal, but thi is what the form looks︃ like.

https://www.cogencyglobal.com/blog/registering-us-llc-in-canada
 
Many moons ago i've read this post about registering a business in Canada and this‌ phrase stuck with me: "Extra Provincial Corporations are completely tax-free and do not have‍ to keep records, provided that they do not have income stemming from Canada."

Do you know if this is actually true?

It sounds almost too good to be true⁠ but you'll never know.
 
Yes, it is not a company⁣ of its own. It is a foreign company registered in Canada. They are indeed tax⁢ free in Canada apart from local income. But very well on their original jurisdiction.

ON and BC (L)LP are also tax free and are partnerships under Canadian law. It is︀ more interesting.
 
This is mind blowing.

An EPC requires a Canadian director, it's a freaking permanent establishment!‌

In any other part of the world establishing a PE = taxes to be paid‍ but not in Canada if you don't sell to Canadians?

How is this possible?
 
It depends on your objectives - whether you really need a⁤ Foreign Corporation in Canada or if a Foreign LLC will do instead. They are two⁣ different structures. The Foreign LLC is simple enough to set up in Ontario at least,⁢ without any local presence obligations. It is pass-thru and so no local tax/reporting obligations unless︀ doing business in Canada. The EPC on the other hand is more expensive and comes︁ with more obligations, including a local presence. I don't think it's as 'tax-free' as people︂ think it is as it comes with some reporting requirements as well. Getting back to︃ the original topic though - Ontario LP with a US LLC (or foreign equivalent) as︄ a GP is a fairly easy set up with minimal paperwork and fairly cheap to︅ set up. Can be done on your own, online. Opening up a bank account though︆ is another matter and this requires some efforts and most likely a visit to Canada︇ if you are abroad. Things like WISE may be do-able, but they are not true︈ bank accounts and so long term they may not be very suitable.
 
Hi, did you︀ set up your company?
can you tell us how you did it?
I should do︁ one in Canada too but I'm undecided between British Columbia or Ontario
 
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