Skip to main content

USA LLC forming subsidiary/branch in CANADA

Dublin, OH |

If a USA LLC form was to setup a subsidiary in Canada, are there any steps,provisions or entries in bylaws need to be made ? What is the usual process in brief

Attorney Answers 3


  1. If you have no idea what you are doing it is time to hire an attorney which in this case should be a Canadian one. You also need to figure out if you are setting up a Canadian federal company or a provincial one. Many Canadian provinces may require your company to have resident directors etc.

    This is not legal advice but a general comment on society based on a limited set of hypothetical circumstances. No one should act or refrain from acting based on these comments without seeking appropriately licensed legal or professional advice. The author disclaims all liability in respect to actions taken or not taken based on his comments.


  2. You need a lawyer licensed in the appropriate province of Canada. US law is unlikely to be a problem if I understand your question, but it wouldn't hurt to run the Canadian conclusions past a lawyer in the jurisdiction where the US LLC is registered and/or has its principal place of business.

    Reading an answer on the Internet does not create an attorney-client relationship. You are represented by me when we have both signed a retainer agreement (on paper or electronically) and some money has changed hands. Usually, you will have been asked specific questions about your situation and all potential conflicts of interest will have been resolved. Until then, you have no more right to rely on this answer than if you read it in a novel.


  3. Of course you need to change the LLC documents. Then you need a local attorney in one of the Canada provinces, in addition to the one you should hire in the US. Generally, Us attorneys have correspondents in Canada. We have some. In brief, there is not enough space here to illustrate the proper steps to take to protect your interest in the US and in Canada. Best.

    This reply is offered for educational purpose only. You should seek the advice of an attorney. The response given is not intended to create, nor does it create an ongoing duty to respond to questions. The response does not form an attorney-client relationship, nor is it intended to be anything other than an educated opinion of the author. It should not be relied upon as legal advice. The response given is based upon the limited facts provided by the undisclosed individual asking the question. To the extent additional or different facts exist, the response might possibly change. Attorney is licensed to practice law only in the State of New York. Responses are based solely on New York Law unless stated otherwise. Pursuant to Internal Revenue Service guidance, be advised that any federal tax advice contained in this written or electronic communication is not intended or written to be used and it cannot be used by any person or entity for the purpose of (i) avoiding any tax penalties that may be imposed by the Internal Revenue Service or any other U.S. Federal taxing authority or agency or (ii) promoting, marketing or recommending to another party any transaction or matter addressed herein.

Business topics

Top tips from attorneys

What others are asking

Questions?
An attorney can help.

Post a question and get free legal advice from attorneys.

Ask a Lawyer

- or -

Search for lawyers by reviews and ratings.

Find a Lawyer

Browse all legal topics