About This Series
The SiLaw Canadian Employment Law Series — Job-S4: Business Registration & Startup Law — is built for entrepreneurs incorporating in Canada for the first time, self-employed individuals choosing a business structure, and early-stage founders preparing for their first outside investment. Six core topics: ① Business structure comparison (sole proprietorship / partnership / corporation); ② Federal vs provincial incorporation (CBCA / OBCA / QBA / BCA / ABCA); ③ Quebec language requirements, REQ registration & Bill 96 employer obligations; ④ Shareholders agreement — 8 critical clauses; ⑤ Intellectual property protection (trademark / patent / copyright / NDA); ⑥ Startup financing — SAFE vs convertible note + SR&ED tax credits. Sources include Corporations Canada, ServiceOntario, REQ, BC Registry, CIPO, and CRA — covering the latest 2025-2026 reforms (Bill 96 Quebec French updates, SR&ED doubling, CIPO fee increases). All articles free to read in EN / ZH / FR.
Series Index — 6 Episodes
Business Structure Comparison — Sole Prop vs Partnership vs Corporation: 3-Minute Decision
Unlimited personal liability vs limited · Federal 9% SBD rate · GST/HST $30K threshold · 5-scenario decision guide · When to convert from sole prop · Annual compliance obligations
Key number: corporate all-in rate 11–15% vs personal up to 53%
Federal vs Ontario / Quebec / BC / Alberta Incorporation — Full Cost & Requirements Comparison
CBCA $200 national · OBCA $300 Ontario · QBA $356 Quebec · BCA $350 BC · ABCA $275 Alberta · 2021 director residency changes · Extra-provincial registration · 5 post-incorporation steps
Foreign founders’ top pick: BC BCA — no resident director requirement
Quebec Business Registration — French Name Requirement, REQ, Bill 96 Employer Obligations
Register with REQ within 60 days · NEQ 10-digit number · Annual declaration ~$95 · French name mandatory · OQLF enforcement · Bill 96 employer obligations (25+ employees) · 6 specific requirements · Extra-provincial companies
Bill 96 trigger: hiring / contracts / workplace language French-first from Oct 2025
Shareholders Agreement — 8 Clauses That Could Save Your Company
Shotgun buy-sell clause · 4-year vesting + 1-year cliff · Drag-along forced sale · Tag-along participation right · ROFR · Decision thresholds tiered governance · Dividend policy · Non-compete · CBCA Unanimous Shareholder Agreement
Legal cost: $1,500–$3,000+; must be in place before any outside investment
IP Protection — Trademark, Patent, NDA: What to Do on Day One?
Trademark $458/class · 10yr renewable · Patent 20yr · must file before disclosure · Copyright automatic · registration $65 · Trade secrets NDA 6 elements · Quebec Art. 2088 employee loyalty · Madrid Protocol international · 2025-2026 CIPO fee increases
Critical trap: public disclosure before patent filing = patent rights lost
First Outside Funding — SAFE vs Convertible Note + SR&ED Tax Credits
SAFE = future equity promise (not debt, not equity) · 90% of 2025 pre-seed deals use SAFE · Convertible note 5-8% interest + 24-36mo maturity · Valuation Cap + Discount Rate mechanics · SR&ED 2025-2026 limit doubled to $6M · 35% refundable credit · Provincial securities exemption compliance
SR&ED doubled: max refundable credit from $1.05M → $2.1M/year
Who This Series Is For
- Starting or just incorporated — S4-1 and S4-2 help you choose the right structure and jurisdiction in 3 minutes
- Operating in Quebec — S4-3 decodes the French name rule and Bill 96 employer obligations to avoid penalties
- Have a co-founder — S4-4: the shareholders agreement must be in place before your first disagreement
- Have a brand, tech, or code to protect — S4-5 tells you which of trademark, patent, and NDA to do first
- Planning to raise outside capital — S4-6 helps you choose between SAFE and convertible note while unlocking SR&ED government refunds
- HR / existing small-business owner — understand Bill 96 obligations and build a compliant workplace language system
SiLaw’s View — Your Business Rights Are Not Luck
Canada’s legal framework for entrepreneurs is more complete than most founders realize. The problem is not that the rules are bad — it’s that most founders sign the wrong document, miss the tax filing window, or fail to protect IP until after someone else has taken it. These six articles exist so that the earliest decisions in your startup don’t become the most expensive mistakes.
Disclaimer: this series reflects 2026 published law and policy. It is informational only and is not legal advice. Consult a licensed lawyer for your specific situation.
📚 SiLaw Canadian Employment Law Series Overview
- Job-S1: Employment Foundations — Contracts, Minimum Wage, Overtime, Termination Checklist
- Job-S2: Immigration Work Permits & PR — LMIA, PGWP, CRS, PSTQ
- Job-S3: Termination & Workplace Disputes — Wrongful Dismissal, Severance, EI, Workers’ Comp, Harassment
- Job-S4 (this series): Business Registration & Startup Law — Structure, Incorporation, IP, Financing
