An overview of the facts, issues and implications relating to foreign companies conducting business in Canada.

1. [kog-nish-uhn]
noun
1. the act or process of knowing; perception
2. knowledge.
Doing Business in Canada:
A Brief Overview
September 25, 2013

2. What’s a Legal Discussion Without a
Disclaimer?
The information provided represents a general overview and
understanding of the facts, issues and implications relating to foreign
companies conducting business in Canada. It is not intended to be
used as client or other legal advice. Any application of the contents
of this overview in the context of a specific business should entail
further legal consultation and consideration.

3. Outline
 Office: Branch or Subsidiary
 If Subsidiary: Federal or Provincial?
 Name Protection/Trademarks
 Employee Considerations
 Privacy
 Intellectual Property
 Confidentiality & Proprietary Rights
 Additional Items & MaRS

4. Office: Branch or Subsidiary?
 Branch
 Extra-provincial registrations
 Canadian resident
 Tax advantages?
 Subsidiary*
 New, wholly-owned Canadian corporation
 Start-up & operating expenses
 Director residency
 Liability protection
 Tax disadvantages?
*”Subsidiary” refers to a Company that is controlled, directly or indirectly by another Company where “control”
means the other Company holds voting securities of the Canadian entity which carry more than 50% of the votes that
may be cast for the election of directors, where such votes are sufficient to elect a majority of directors.

5. Subsidiary: Incorporate in Canada
 Federal or Provincial?
 Right to use name
 Tax credit eligibility
 Cost/Filings
 Capital Structure
 Voting, non-voting
 Unanimous Shareholders’ Agreement

6. Name Protection/Trademarks
 Company Name ≠ Proprietary Interest
= Right to use in Canada or province(s)
 Trademark (gold standard)
 Adopt a mark
 Register for exclusive use
 20 year + renewal protection

7. Employment Considerations
 Employment Standards Act
 Minimum requirements (i.e. overtime, vacation, notice,
severance)
 Human Rights Code
 Occupational Health & Safety
 Government Obligations
 Workers’ compensation
 Employment insurance

8. Privacy
 Federal – PIPEDA
 Collection of personal information
 Generally, any information about an “identifiable individual”
 Provincial
 AB, BC, QC exempt (substantially similar legislation)
 Special treatment of personal health information in
ON, NB
 Cross-border Transfer/Outsourcing
 Third parties to provide “comparable level of protection”
 Notification requirement

9. Intellectual Property (IP)
 Copyright
 Default ownership  official registration ©
 Author’s life + 50 years
 Trademark
 Adopt a mark ™  register for exclusive use ®
 20 years + renewal
 Patent
 Assess: Novel, Non-Obvious, Utility, Subject Matter
 Application  Enforcement
 20 years from date of filing

10. IP Protections
 Confidentiality & Proprietary Rights
 Company assets
 Third parties, consultants
 IP Audit
 Company information
 Access persons
 Protection plan

11. Additional Items
 Advertising/Communications: Anti-Spam
 Canada’s Anti-Spam Law (CASL)
 Consent & Form requirements
 MaRS
 Incubator Program/Advisory Services
 Space – Execusuites, Phase II
 Events/Education: E101, Best Practices, Toolkit

12. Check Us Out Online
Rubsun Ho Lisa Culbert
(rho@cognitionllp.com) (lculbert@cognitionllp.com)
 Website: www.cognitionllp.com
 Facebook: www.facebook.com/cognitionllp
 LinkedIn: www.linkedin.com/company/cognition-llp
 Twitter: www.twitter.com/cognitionllp