1. Doing Business in Canada - Legal Aspects Łódź, 2016 www.canadalawyer.eu

2. About Me Saad Syed B.Comm. (Hons.), J.D. (Juris Doctor) Member of the Law Society of Upper Canada Canadian Bar Association www.canadalawyer.eu

4. The Canadian Legal System  Common law Applied in 9 provinces and 3 territories Federally  Civil Code Québec www.canadalawyer.eu

5. Division of Powers  Provincial laws govern “property and civil rights” (contract law, labour relations, consumer protection, regulation of professionals, etc.)  Federal law particular kinds of business (banks and most other financial institutions, airlines, railways, broadcasters, and telecom companies) www.canadalawyer.eu

6. Corporate Ownership Restrictions  Financial institutions  Broadcasting  Telecom  Air transportation www.canadalawyer.eu

7. Forms of Business Organizations  Sole proprietorship;  Partnership;  Joint ventures;  Corporations;  Co-operatives;  Associations; and  Non-profit corporations. www.canadalawyer.eu

8. Sole Proprietorships  An individual carries on business as the sole owner without incorporating  All benefits accrue to the owner  No distinction between the proprietorship and the owner  Maybe personally liable for debts www.canadalawyer.eu

9. Partnerships  Ordinary  Limited  Limited Liability www.canadalawyer.eu

10. Ordinary Partnerships  2 or more individuals or entities carry on business together with a view to making profit without incorporating  Not a separate legal entity  The liabilities of the partnership = the personal liabilities of the partners  Not taxed at the partnership level; taxed at the individual partner level. www.canadalawyer.eu

11. Limited partnerships  A legal hybrid: provides some of the benefits of a limited liability company along with many of the tax benefits of a partnership.  One or more general partners who are liable for all the partnership’s debts.  Limited partners whose liability is limited to the amount they agree to contribute. www.canadalawyer.eu

12. Joint Ventures  Common business undertaking between two or more entities  Usually limited to one project  Usually formed to carry out a project too onerous for a single party or small group www.canadalawyer.eu

13. Corporation  Separate legal entity  Shareholders not responsible for the debts, liabilities or obligations of the corporation  Enjoys perpetual succession  Private vs. public corporation www.canadalawyer.eu

14. Franchising/Licensing  If run from outside Canada, no need for a separate Canadian business structure.  If a Canadian entity is set up through which Canadian licences or franchises are granted: notification required under the ICA.  Protect your intellectual property rights. www.canadalawyer.eu

15. Federal vs Provincial incorporation Pro: federal incorporation allows company to operate/use name across Canada Con: for most federally incorporated corporations, 25% of directors must be resident Canadians www.canadalawyer.eu

16. Taxation  Canada-Poland tax treaty  Federal  Provincial www.canadalawyer.eu

17. For additional information Saad Syed B.Comm. (Hons.), J.D. (Juris Doctor) ul. Marszałkowska 20/22 lok. 72 00-590 Warszawa tel: +48 22 628 7315 contact@canadalawyer.eu www.canadalawyer.eu