Whether you're a foreign company planning to enter the Canadian market or a Canadian business expanding abroad, the legal questions rarely stop at one border. At Hadri Law, our Toronto lawyers provide international business guidance grounded in Canadian corporate law, treaty considerations, and cross-border regulatory compliance -- delivered in English, French, Spanish, or Catalan so you can negotiate in the language you think in.

Call (437) 974-2374 for a free consultation | English, French, Spanish, Catalan

Why Canada -- and Why Now for International Business Guidance

Foreign direct investment into Canada reached $96.8 billion in 2025, the highest annual inflow since 2007, according to Statistics Canada. For businesses considering international expansion, the fundamentals are strong: Canada has the lowest effective tax rate on new business investment in the G7 at 13.0 per cent, second-largest FDI-to-GDP ratio among G20 countries, and the most educated workforce in the OECD.

Just as important, a Canadian base opens three major trading blocs at once. Through CUSMA, you reach more than 500 million consumers and roughly 30 per cent of global GDP. Through CETA, you access the European Union. Through the CPTPP, you reach key Asia-Pacific markets including Japan, Australia, and Singapore. No other North American jurisdiction offers that triple-market access with Canada's political and regulatory stability.

The decision to expand is business. The execution is legal. Our firm was built at the intersection of both. Nassira El Hadri, our Founder & Principal Lawyer, holds a Master's in International Business Law from Université de Perpignan and an LLM in Canadian Common Law from Osgoode Hall. She has advised banks, credit unions, and corporate clients on financing and M&A transactions, and she has spent a career moving between Canadian, Spanish, and French legal systems. We don't just practise international business law -- we live it.

Two Directions of International Business Guidance: Inbound and Outbound

International business guidance in Toronto works in two directions, and the legal work is different for each. Our firm handles both.

Inbound: Foreign Businesses Entering Canada

If you're establishing a presence in Canada, the early decisions define your tax position, liability exposure, and operational speed for years. We advise on:

Legal structure selection -- branch office, Canadian subsidiary, joint venture, acquisition of an existing Canadian business, or representative office
Federal versus provincial incorporation -- federal (CBCA) incorporation requires that 25 per cent of directors be Canadian residents; Ontario (OBCA) incorporation does not, which makes Ontario particularly attractive for foreign-owned businesses
Extra-provincial registration -- under Ontario's Extra-Provincial Corporations Act, foreign corporations must obtain a licence before commencing business in the province and register within 60 days of operations starting
Investment Canada Act compliance -- notification within 30 days of closing for most investments, with net benefit review for larger transactions
Canada Revenue Agency registration -- Business Number plus GST/HST, payroll, and import/export accounts, typically issued within one to three business days

For most foreign-owned businesses, provincial incorporation in Ontario plus extra-provincial registrations where needed is the fastest path to operating status -- often within 1 to 4 weeks from the decision to proceed.

Outbound: Canadian Businesses Expanding Abroad

When Canadian businesses expand internationally, the legal work shifts to foreign due diligence, entity structuring abroad, and cross-border contracting. We advise on:

Foreign subsidiary and joint venture structures from the Canadian parent's perspective
Cross-border contracts -- governing law, jurisdiction, and enforcement clauses designed to hold up in the markets that matter
Treaty-based protections for Canadian investors abroad, including coverage under Canada's Foreign Investment Promotion and Protection Agreements (FIPAs)
Coordination with local counsel in foreign jurisdictions, with clear lines of responsibility so nothing falls between the gaps

Nicholas Dempsey, one of our Corporate Lawyers, brings experience advising domestic and international private equity clients on more than 90 asset and share sale transactions. That transactional depth informs how we approach outbound structuring -- we've seen what works at closing and what creates problems two years later.

Regulatory Compliance: The Rules That Govern Cross-Border Business in Canada

Every international business in Canada operates against a layered regulatory backdrop. Knowing which rules apply -- and when -- is the difference between operating smoothly and operating with risk.

Investment Canada Act

The Investment Canada Act is the federal regime that governs foreign acquisitions of Canadian businesses. It is administered by Innovation, Science and Economic Development Canada (ISED). Two tracks apply:

Notification -- filed within 30 days of closing for investments below the review threshold
Net benefit review -- required for investments above the threshold, with approval needed before closing

Review thresholds for 2026 are CAD $2.179 billion (enterprise value, for trade agreement investors), CAD $1.452 billion (enterprise value, for WTO private investors), and CAD $578 million (book value of assets, for state-owned enterprises from WTO countries). A separate national security review may apply to any investment, regardless of size, where national security concerns are identified.

Ontario Extra-Provincial Corporations Act

Foreign corporations carrying on business in Ontario must be licensed under the Extra-Provincial Corporations Act before starting operations. Initial filings must be submitted within 60 days of commencement, and any changes to directors, addresses, or agents for service must be reported within 15 days.

Canada Revenue Agency and Tax Registration

Every business operating in Canada needs a Business Number and, depending on activities, registrations for GST/HST, payroll (if hiring), and import/export accounts. Canadian tax rules also apply to foreign parent companies -- a branch office, for example, is subject to Canada's branch profits tax on repatriated earnings.

Our Tax Lawyer, Martina Caunedo, brings more than twelve years of practice including extensive international tax experience. She advises on tax-efficient structuring for cross-border operations, represents clients in CRA audits and objections, and appears before the Tax Court of Canada when disputes require litigation.

Privacy, Trade, and Employment

Several other regimes frequently apply:

PIPEDA (Personal Information Protection and Electronic Documents Act) governs how businesses handle personal information of Canadians
Export and Import Permits Act regulates trade in controlled goods and technologies
Sanctions regimes administered by Global Affairs Canada apply to business with sanctioned countries or individuals
Ontario's Employment Standards Act (ESA) applies the moment you hire your first Ontario employee, triggering federal and provincial registration obligations

Treaty Considerations: Trade Agreements and Investment Protections

International business guidance is incomplete without a view of Canada's treaty network. The right treaty position can reduce withholding taxes, protect your investment against adverse government measures, and shape how disputes are resolved.

CUSMA (Canada-United States-Mexico Agreement)

CUSMA replaced NAFTA in 2020 and governs trade and investment across North America. Two-way trade in CUSMA goods reached C$968 billion by 2023 according to Global Affairs Canada. CUSMA eliminated investor-state dispute settlement between Canada and the United States -- a change that affects how investment disputes are now resolved in North America.

CETA (Canada-European Union Comprehensive Economic and Trade Agreement)

CETA has been in provisional effect since 2017 and has increased annual Canada-EU trade by more than 21 per cent in its first three years. For European businesses entering Canada -- or Canadian businesses expanding into the EU -- CETA eliminates tariffs on most goods, opens services markets, and provides preferential government procurement access.

CPTPP and Canada's FIPA Network

Through the CPTPP, Canada has preferential trade and investment access across eleven Pacific Rim economies, including Japan, Australia, and Singapore. The United Kingdom acceded in 2023. In parallel, Canada maintains Foreign Investment Promotion and Protection Agreements with more than 35 countries, including recent additions with the United Arab Emirates, Albania, and Bahrain -- providing Canadian investors abroad with substantive protections against expropriation and unfair treatment.

Why This Matters for Your Structure

Treaty position affects nearly every cross-border decision: where to hold intellectual property, how to capitalize a subsidiary, which jurisdiction should govern your contracts, and how disputes should be resolved. Our lawyers analyze treaty coverage as part of the structural advice, not as an afterthought.

For clients from Spanish-speaking markets, French-speaking Europe or Africa, and Catalan-speaking Iberia, Nassira's membership in the Spain-Canada Chamber of Commerce and our team's four-language capability means treaty-driven planning is delivered in the language of your home market.

Market Entry Strategy: Structure Your Canadian Entry Right from Day One

Most international business problems are avoidable. They stem from an entity structure, a tax position, or a contract clause chosen early without the full picture. Our job is to give you that picture before decisions are locked in.

Branch Office

A branch is the foreign parent operating directly in Canada. It is simpler to set up but carries two disadvantages: the parent bears liability for all Canadian operations, and Canada imposes a 25 per cent branch profits tax on repatriated earnings (often reducible by treaty). Branches suit short-term, exploratory, or project-based operations.

Canadian Subsidiary Corporation

A Canadian subsidiary is a separate legal entity whose shares are held by the foreign parent. It limits the parent's liability to its equity investment, pays Canadian corporate income tax at favourable rates, and qualifies for full small business treatment in many cases. Ontario subsidiaries are particularly flexible because no Canadian resident directors are required. For most businesses planning ongoing Canadian operations, a subsidiary is the right structure.

Joint Venture with a Canadian Partner

A joint venture lets you combine foreign capital or technology with a Canadian partner's market knowledge and relationships. JVs can be contractual or incorporated (corporation or limited partnership). The governing JV agreement is the centre of gravity -- control, dispute resolution, exit, and profit distribution all flow from it.

Acquisition of an Existing Canadian Business

Acquisition is the fastest route to market. It also triggers the most regulatory overlay -- Investment Canada Act review (where thresholds are met), Competition Act merger review for larger deals, tax structuring, and full transactional due diligence. Nicholas's experience on 90-plus transactions covers both asset and share sale structures, each with meaningfully different tax, liability, and post-closing consequences.

Representative Office or Agent

For businesses testing the Canadian market before committing, a representative office or independent agent arrangement can provide a presence without creating a taxable permanent establishment. The structure requires careful drafting to avoid triggering tax liability or regulatory obligations.

The right answer depends on how long you plan to operate in Canada, how you'll finance operations, your tolerance for parent-company liability, and -- critically -- the treaty between your home country and Canada. We walk clients through the trade-offs before any filings happen.

The Multilingual Advantage for International Business Law Clients

In cross-border transactions, language is not a soft skill. It is a legal risk control. A misunderstood clause, a mistranslated representation, or a negotiation conducted through intermediaries can leave millions of dollars exposed.

Our lawyers conduct business in English, French, Spanish, and Catalan. That means:

EU and CETA clients can work with us in French, Spanish, or Catalan without translators
Latin American businesses entering Canada under CUSMA or bilateral treaties can negotiate in Spanish
West and North African businesses have direct French-language access for Canadian operations
Iberian businesses -- particularly those based in Catalonia -- find a rare legal partner in Canada who works in Catalan

Nassira studied law in Spain (Rovira i Virgili) and France (Université de Perpignan) before qualifying in Canada, giving her working fluency across three legal traditions. She is a member of the Spain-Canada Chamber of Commerce and maintains active ties across the Spanish-speaking business world. Our tagline -- "Your bridge to the North American, European, and African markets" -- reflects how we actually work, not a marketing slogan.

For international business clients, we are one of the few Toronto firms where the lawyer advising on the deal can also read the Spanish supply contract, the French distribution agreement, and the English shareholder resolution without stepping away from the file.

Frequently Asked Questions About International Business Guidance

Do I need to be a Canadian resident to incorporate in Ontario?

No. Ontario does not require any directors to be Canadian residents, unlike federal incorporation under the CBCA, which requires 25 per cent of directors to be resident Canadians. That makes Ontario one of the most foreign-friendly incorporation jurisdictions in Canada and a common choice for non-resident founders and foreign-parent subsidiaries.

How long does it take to set up a Canadian subsidiary?

Basic Ontario incorporation and initial CRA registrations typically take 1 to 4 weeks, and straightforward files can close in 7 to 10 business days. Timelines lengthen where Investment Canada Act filings, extra-provincial registrations across multiple provinces, or bank-account setup for non-residents are involved.

What is the Investment Canada Act and when does it apply?

The Investment Canada Act is the federal regime governing foreign acquisitions of Canadian businesses. Notification is required within 30 days of closing for most transactions. Net benefit review and pre-closing approval are required when thresholds are exceeded -- CAD $2.179 billion for trade agreement investors in 2026, with lower thresholds for other investor categories.

Does my foreign company need to register in Ontario to carry on business there?

Yes. Under Ontario's Extra-Provincial Corporations Act, a corporation incorporated outside Ontario must obtain an extra-provincial licence before commencing business in the province. Initial filings are due within 60 days of starting operations, and any changes to directors or addresses must be reported within 15 days.

Can Hadri Law advise on both Canadian law and foreign law aspects?

Our firm is licensed in Ontario and provides advice on Ontario and Canadian law. For matters involving foreign jurisdictions, we coordinate with local counsel abroad -- a standard approach in cross-border work. Our multilingual capability allows us to manage those relationships directly without losing detail through translation.

What trade agreement protections apply to my investment in Canada?

That depends on your home country. CETA applies to investors from EU member states, CUSMA to U.S. and Mexican investors, CPTPP to investors from eleven Pacific Rim economies, and Canada's FIPAs to investors from 35-plus other countries. Each agreement has different substantive protections and dispute resolution mechanisms, which affects deal structuring.

Is there a tax difference between a branch and a subsidiary?

Yes. A Canadian branch pays corporate tax on Canadian-source income plus a 25 per cent branch profits tax on repatriated earnings -- often reducible by tax treaty. A subsidiary pays Canadian corporate tax on its own income, and dividends paid to the foreign parent face withholding tax subject to treaty reduction. The better structure depends on treaty position and long-term plans.

Sources & Official Resources

Federal Statutes Cited

Ontario Statutes Cited

Government Resources and Statistics

Contact a Toronto International Business Lawyer Today

If you need international business guidance in Toronto or the GTA -- whether you're entering the Canadian market, expanding a Canadian business abroad, or restructuring an existing cross-border operation -- Hadri Law offers big-firm calibre with boutique attention. Our lawyers serve clients in English, French, Spanish, and Catalan, which makes us uniquely positioned for international transactions with Europe, Latin America, and Africa.

We serve businesses across the GTA, including Toronto, Mississauga, Oakville, Burlington, Hamilton, Kitchener, Niagara, Vaughan, and Markham.

Call (437) 974-2374 for a free consultation.

First Canadian Place, 100 King Street West, Suite 5700, Toronto, ON M5X 1C7

This content provides general information and is not legal advice. Every situation is different. Contact a lawyer to discuss your specific circumstances.

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