Canada: Corporate and Company Law

A corporation’s residence for tax purposes and the jurisdiction under which it is incorporated are legally distinct concepts. The corporate statute that governs a corporation, whether the Canada Business Corporations Act (“CBCA”) or a provincial equivalent, dictates its internal governance rules, but it does not, on its own, determine where the corporation is resident in Canada for the purposes of the Income Tax Act.

Global Affairs Canada has issued comprehensive guidance on Canada's "deemed ownership" rules under sanctions law, clarifying when companies not directly designated may still be subject to sanctions restrictions due to ownership or control by designated persons. The guidance addresses three distinct control tests—including ownership thresholds, board control, and de facto influence—and provides practical examples of how these provisions apply to complex corporate structures and proxy arrangements

A franchisor’s Franchise Disclosure Document checks every prescribed box. The audited financial statements are current, the franchise agreement is attached, the territory and fee schedules are complete, and outside counsel has confirmed that every item the statute requires is present.