Does my Canadian company need a Canadian resident director?
That is decided by the statute the company was incorporated under, not by where the business is run from or where its shareholders live. The company's own incorporation documents name that statute, so the answer starts there rather than with a general Canadian rule. The statutes do not all take the same position, and legislatures have amended them more than once, so a rule someone confirmed for you years ago is not evidence of the rule now. Confirm it for the jurisdiction you are actually in before anyone relies on it.
Which province should we incorporate in if nobody lives in Canada?
Start from the residency rule rather than from where your customers are. The choice is not only between provinces, because there is a federal statute as well, and the statutes do not all take the same position on director residency. So the jurisdiction decides whether a resident director is needed at all. It is also one of the few things still genuinely open, because once the certificate is issued, moving the company to a different statute is a separate and larger exercise. Settle it with the other decisions taken at that moment, branch or subsidiary among them.
Will appointing a Canadian director make the company tax resident in Canada?
Not by itself. Where a company is resident can turn on where its strategic decisions are actually taken, rather than on where the register is kept or who signs the consents. What moves that answer is a board that meets, deliberates and decides here. More than one system uses that test, so the same appointment can be read by two revenue authorities at once. This is why the appointment is planned with the tax position rather than after it, and why what the minutes record, and where, matters as much as who holds the office.
What does the resident director actually do, and do we pay them?
The role cannot be a name on a register. A director holds an office in the company and owes duties to it personally, which is why the scope belongs in a written agreement: what they will and will not sign, how decisions reach them, how the appointment ends, and what happens if the board is asked to approve something the director cannot. Due diligence runs both ways before anyone signs. If a fee is paid, how it is characterised decides which registrations and periodic reporting follow, so that is settled before the first payment rather than after it.
Does having a Canadian director create a permanent establishment here?
Residence and permanent establishment are separate tests, and the appointment settles neither on its own. A permanent establishment can be created by a place at the enterprise's disposal, or by a person who habitually concludes its contracts or does the substantive negotiating that produces them. Attending to statutory duties is not that. The exposure appears where the same individual also sells, negotiates or signs for the company here, which is common in a small group, and it is why the two roles are written down separately.
We incorporated without a qualifying director. How is that repaired?
The register no longer matches the statute the company was incorporated under, and the repair runs in order: find a qualifying appointment, take the written consent, correct the register, then bring the annual filings current so the public record and the board agree. The consent is dated when it was actually signed rather than backdated to when it should have been. Whether the company could instead continue under a statute that imposes no residency rule is a corporate-law question, and it depends on both statutes. Decisions the board has already taken are looked at separately.
How does the treaty tie-breaker work when both countries say I am resident?
As a sequence, stopping at the first test that gives an answer: where you have a permanent home available; if in both or neither, where your centre of vital interests is; then habitual abode; then nationality; and if all of those tie, the two tax authorities decide by agreement. It is evidential rather than elective — you do not choose your treaty residence, you demonstrate it, which makes the record of homes, family and time the substance of the claim. See tie-breaking dual residency.
Do I have to declare my dual citizenship?
A tax return does not generally ask you to declare which passports you hold; it asks about residence, and in the US case it applies to citizens by definition. What does ask is your bank. Account-opening self-certification under FATCA and the Common Reporting Standard asks which countries you are a tax resident or citizen of, and the answer is reported onward to the tax authority. So the practical answer is that the information arrives either way. See FATCA reporting.
