North America

Canada: contracts, corporate, trademarks and employment

Canada splits corporate and employment law between the federal government and the provinces. Groups incorporate federally under the Canada Business Corporations Act or provincially in British Columbia or Ontario, and employ people under provincial employment standards. Trade marks are federal through CIPO and, since 2019, follow a first-to-file model with no use requirement at registration.

Review a contract here, US$450 File a trademark, US$950 per class

Contracts Corporate Trademarks Employment Products here Questions

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Who signs off and files here
LegalMatrix prepares documents on its AI-assisted workflow and delivers in Canada through a Canadian law firm engaged as its delivery partner. Every document is reviewed and signed off by a lawyer called to the bar of British Columbia or Ontario (as applicable) before release. Trade mark searches and CIPO filings are handled by a registered Canadian trademark agent.

Contracts

Topic	Essentials
Governing law	Contract law is provincial common law outside Quebec (Quebec is a civil law jurisdiction with French language rules and is not covered by LegalMatrix products). Parties may choose the governing law and forum; Ontario and British Columbia law are commonly chosen and their courts enforce foreign choices of law subject to local mandatory rules.
Language	English in British Columbia and Ontario. Quebec's Charter of the French Language imposes French-language requirements that apply if a contract is used in Quebec.
Electronic signature	Each province has an electronic commerce statute: the Ontario Electronic Commerce Act, 2000 and the British Columbia Electronic Transactions Act (SBC 2001, c. 10) give electronic signatures legal effect where the parties consent. Part 2 of the federal PIPEDA covers documents under federal statutes and introduces the secure electronic signature for specified federal purposes. Exclusions typically cover wills and codicils, trusts created by wills, powers of attorney for personal care or property, negotiable instruments and documents of title, and some land registry documents, which follow their own electronic filing rules. Check the authority.

Provincial Sale of Goods Acts imply conditions and warranties in sales of goods that can be excluded between businesses.
Consumer protection statutes (for example Ontario's Consumer Protection Act, 2002) override contract terms in consumer dealings.
Corporations may sign by any authorised officer; corporate seals are optional.
Interest on overdue amounts must state an annual rate to be enforceable under the federal Interest Act.

Corporate

Topic	Essentials
Director duties	Under the CBCA (section 122) and the equivalent provisions of the Ontario Business Corporations Act and British Columbia Business Corporations Act, directors must act honestly and in good faith with a view to the best interests of the corporation and exercise the care of a reasonably prudent person. The CBCA requires at least 25 per cent of directors to be resident Canadians; Ontario and British Columbia impose no residency requirement.
Shareholder rights	Ordinary resolutions pass by majority and special resolutions by two-thirds of votes cast. Shareholders may sign a unanimous shareholder agreement that restricts directors' powers, have dissent and appraisal rights on fundamental changes, and may seek the oppression remedy (CBCA section 241), which is broad and frequently used in private company disputes.
Share transfers	A private company's articles restrict share transfers (usually requiring board approval) so that it qualifies as a private issuer under securities law. Transfers are recorded in the central securities register; no transfer tax applies. Every issuance and transfer must fit a prospectus exemption under National Instrument 45-106.

CBCA corporations file their individuals with significant control with Corporations Canada, and most of that information is public; British Columbia maintains a transparency register with public search. Check the authority.
Annual returns are filed with Corporations Canada or the provincial registry in addition to tax returns.
Ontario's Business Corporations Act removed its director residency requirement in 2021, which made Ontario incorporation practical for foreign-owned groups.
Stock option deductions and the taxation of employee equity follow the federal Income Tax Act; proposals to change the deduction have been announced and withdrawn in recent years, so check the Canada Revenue Agency.

Trademarks

Approximate time from filing to registration without opposition, compared with two other offices. Compare all ten.

Topic	Essentials
Authority	Canadian Intellectual Property Office (CIPO)
System	First to file since June 2019. Use is not required to register, but a registration may be expunged for non-use after three years (section 45).
Time to registration	Approximately 18 to 36 months from filing to registration; CIPO has carried an examination backlog for several years. Check the authority for current wait times.
Classes	Nice Classification is mandatory. Fees are a base amount for the first class plus an additional fee per class; check the authority.
Opposition	2 months from advertisement in the Trademarks Journal, extendable on request.
Term	10 years from registration, renewable for further 10-year periods.

Trademark agents are regulated by the College of Patent Agents and Trademark Agents; applicants outside Canada must appoint a registered Canadian trademark agent.
Canada is a member of the Madrid Protocol.
Examination covers absolute grounds, confusion with earlier marks and, since 2019, distinctiveness.
The scope of goods and services cannot be broadened after filing.