Launching or expanding a company in Canada often requires a resident (nominee) director in certain jurisdictions or for specific compliance scenarios. For international founders, investors, and corporate groups without a Canadian resident on the board, True Registries Canada provides a professional, passive nominee director solution so you can incorporate, maintain good standing, and operate confidently—without adding operational risk.
Our nominee director appointment is strictly for statutory compliance. We do not participate in day-to-day decisions, banking, or commercial operations. You retain full ownership and management control; we ensure the company meets its legal obligations.
Adding a nominee director through a rigorously controlled engagement also strengthens your corporate governance posture. Canadian registries and counterparties often look for reliable continuity, formalized oversight of annual returns, and a responsive compliance contact within Canada. By delegating the narrow, well-defined director responsibilities to a vetted professional, you minimize delays and reduce the chance of avoidable compliance gaps that can lead to penalties or suspensions.
We build clear lines between operational authority (which remains with you) and compliance authority (which is strictly limited to the nominee’s mandate). That separation protects your decision-making, keeps responsibilities transparent for regulators, and streamlines collaboration with your legal, tax, and banking partners.
Who This Service Is For
Foreign founders and global entrepreneurs setting up a new Canadian corporation where a resident director may be required. We help non-resident owners meet director residency requirements or best practices without handing over operational control, ensuring your company can be incorporated and stay compliant from day one even if your leadership team is fully international.
Subsidiaries and holding companies of international groups needing a compliant Canadian board composition. Whether you are creating a Canadian OpCo, HoldCo, or SPV to support cross-border transactions, our nominee role provides the local compliance presence that many groups require for governance consistency, stakeholder confidence, and efficient coordination with Canadian authorities.
Companies pursuing licenses, permits, or banking where a resident director materially improves approval timelines. Some processes move more smoothly when there is a Canadian-resident board member available to receive official correspondence, sign routine compliance forms, or confirm corporate details. Our involvement is strictly limited yet often accelerates critical steps.
Reorganizations and continuances where temporary resident direction is needed during restructuring or transition. If you plan to migrate jurisdictions, alter ownership structures, or complete M&A work, the nominee can bridge transitional periods—maintaining good standing with registries and keeping filings current while your permanent composition is finalized.
Note: Director residency rules vary by jurisdiction and can change. We assess your specific filing province/federal route and propose the correct structure to remain compliant.
What You Get (Scope of Service)
Nominee Director Appointment (Passive, Compliance-Only)
Appointment of a vetted Canadian-resident professional as Nominee Director. Your nominee is selected for reliability, responsiveness, and a strong track record in corporate compliance, giving you predictable service and risk-aware oversight of statutory obligations.
No bank signatory authority and no operational role. The nominee is excluded from all commercial, HR, procurement, and financial decision-making, preserving your full executive control and safeguarding your internal governance design.
Limited authority strictly for regulatory filings and compliance sign-offs. Any action beyond this narrow scope requires explicit written consent and is documented via board resolutions or addenda to the engagement.
Corporate Compliance & Registry Maintenance
Preparation/review and on-time filing of annual returns and basic corporate changes (e.g., address, director updates). We calendar critical dates, confirm data accuracy, and resolve minor registry queries so your status remains active and current.
Maintenance of active status with the relevant corporate registry. Our team monitors registry requirements and manages routine responses, reducing the likelihood of lapses, penalties, or reinstatement costs.
Coordination with our Registered Agent & Business Address service if engaged. Where you bundle services, communications flow through a single managed channel to accelerate responses and maintain complete records.
Tax & CRA Coordination (Non-advisory)
Facilitation of CRA Business Accounts setup (as needed by your accountant). We coordinate signatures and identity confirmations so your licensed tax advisor can configure payroll, GST/HST, and corporate accounts efficiently.
Nominee sign-off on corporate tax forms when required for filings prepared by your licensed tax advisor. Sign-offs are limited to statutory confirmations and do not constitute tax advice; we ensure documentation aligns with governance rules.
Act as point of contact for notices strictly related to corporate compliance. When compliance notices arrive, we help route them to the right professionals promptly to keep your filings clean and on time.
Governance Documents & Safeguards
Nominee Director Service Agreement defining limits, duties, and indemnities. This contract protects both parties, articulates exact boundaries, and ensures your internal teams understand what the nominee will—and will not—do.
Board Resolution / Consent to Act and statutory registers updated. Your corporate minute book reflects the appointment precisely, with all registers and ledgers maintained to current standards.
Optional Letter of Indemnity and limited Power of Attorney (compliance-only, if required). These instruments, when used, are tightly scoped to regulatory interactions and never extend into operations or banking.
Clear Limitations (What We Do Not Do)
No strategy, sales, procurement, HR, or operations. The nominee does not influence market choices, pricing, hiring, vendor selection, or client negotiations, thus preserving your commercial autonomy and IP protection.
No bank account opening, access, or signing rights. We will not be added to banking mandates or given credentials; financial control stays entirely with your authorized officers and owners.
No contract execution on behalf of your company (except where a narrow compliance signature is legally required and expressly agreed in writing). In rare cases where a registry or authority requires a director’s compliance signature, we proceed only under strict, pre-agreed limits.
No tax advice or accounting services (we coordinate with your licensed advisor). Your CPA or tax counsel remains responsible for calculations, filings, and technical positions; our role is limited to formal confirmations and governance consistency.
Your team (or appointed managers) makes all business and financial decisions. We remain a passive, compliance-only director.
Benefits for International Founders
Faster path to “fully compliant” status for incorporation and maintenance. By addressing resident director requirements and keeping annual returns current, you remove common bottlenecks that delay launches or expansions.
Improved success rates and timelines for specific approvals (licenses, permits, some banking processes), where applicable. A professional Canadian-resident director provides authorities with a clear compliance counterpart, simplifying document requests and responses.
Lower risk via clear legal boundaries and professional oversight on filings. The engagement framework and ongoing registry monitoring reduce avoidable errors, missed deadlines, and governance weaknesses.
Continuity and reliability—a dedicated, experienced corporate services team behind the nominee appointment. As your company grows, we scale the compliance cadence, coordinate cross-province filings, and keep your governance artifacts tidy.
How It Works (Step-by-Step)
KYC & Engagement
We complete due diligence (company owners, activities, structure, jurisdictions). You receive the Nominee Director Service Agreement outlining scope, limits, indemnities, and fees. Our KYC includes verifying UBOs, screening for sanctions or adverse media, and understanding your intended operations to ensure the engagement remains low-risk and compliant.
Compliance Review & Board Structure
We confirm the correct filing route (federal or provincial), assess whether a resident director is required or recommended, and align the corporate records accordingly. If you plan multi-province operations, we brief you on extra-provincial obligations to avoid friction when opening locations or hiring across jurisdictions.
Appointment & Filing
We issue the Consent to Act, update the corporate registry if needed, and coordinate with your lawyer/accountant to ensure consistent records and statutory registers. Where historic minute-book gaps exist, we help regularize documentation to current standards before proceeding.
Annual Upkeep
We calendar annual return filings, monitor registry status, and coordinate any routine changes (e.g., address, officer updates) to keep your company in good standing. Prior to deadlines, we confirm details with your team, implement approved updates, and keep proof of filings for audit readiness.
Ongoing Coordination
We support CRA account setup (if needed), sign compliance tax forms prepared by your licensed advisor, and maintain clear boundaries per the engagement. If authorities request clarifications, we respond promptly within the nominee’s scope and loop in your counsel or CPA when technical positions are involved.
Pricing
Nominee Director (Resident Director) – USD 6,600 / year
Includes: passive nominee appointment, compliance-only sign-offs, annual return preparation/filing coordination, registry status maintenance, and governance updates within scope. This price reflects the professional risk borne by the nominee, time allocated to cyclical filings, and the cost of maintaining availability for statutory confirmations and time-sensitive compliance correspondence.
Optional / As Needed
Registered Agent & Business Address (annual or lifetime options). This pairing centralizes service of process, government mail, and official notices, reducing delays and ensuring uniform record-keeping.
Extra-Provincial Registrations across provinces/territories. We handle filings and registry interactions so your corporation can legally operate where your sales, staff, or premises are located.
Corporate Minute Book (digital) setup/regularization. We compile resolutions, registers, ledgers, and share certificates, closing gaps and aligning with best practices for due diligence or financing.
Corporate changes beyond routine updates (quoted). M&A, reorganizations, name changes, or complex director/officer transitions are managed under targeted scopes of work.
High-risk industries surcharge may apply (e.g., crypto, FX, money services). Higher monitoring overhead, regulator scrutiny, and escalated KYC enhance the nominee’s professional exposure and may require additional fees.
Compliance retainer or security deposit may be requested case-by-case. For new structures or fast-moving transactions, a retainer ensures rapid responses to time-critical filings.
Payment Methods: AED, USD, EUR, GBP, USDC or USDT.
Final pricing is confirmed after KYC and business activity review. We will not proceed without your written approval of the engagement terms.
Eligibility, KYC & Risk Policy
We comply with KYC/AML standards, including verifying UBOs and business activities. Accurate disclosures accelerate onboarding and reduce the chance of post-appointment remediation.
We do not support prohibited or sanctioned activities. If a sanctions or adverse media alert is triggered, we will pause onboarding and request clarifications or decline the engagement if unresolved.
We may decline or terminate engagements if inaccurate disclosures, elevated sanctions risks, or non-compliance are identified. Our objective is to protect your company’s standing and the nominee’s professional obligations under Canadian law.
Frequently Asked Questions
Do I always need a resident director in Canada?
Requirements vary by jurisdiction and change over time. We assess your federal/provincial route and advise accordingly. Even where not strictly mandated, a nominee may still be advisable for certain approvals or governance reasons. Our assessment balances legal necessity with cost-benefit so you only deploy the nominee where it truly adds value.
Will the nominee control my company?
No. The role is passive and limited to compliance. You retain full operational control. No bank authority, no commercial decisions. The Service Agreement and board resolutions codify these limits in writing to protect your internal governance.
Can the nominee sign tax documents?
Yes—only compliance-related forms prepared by your licensed tax advisor and within the limits of the engagement. We do not draft tax positions or provide advice; our involvement is confined to statutory confirmations required for filing completeness.
Can you help with banking?
We do not act as signatories. We can provide standard corporate documents and confirmations often requested by banks. Final decisions rest with the bank. Your officers manage KYC with the bank directly; we coordinate routine director confirmations if requested.
Can I remove the nominee later?
Yes. You can replace or remove the nominee per the engagement terms (notice periods apply) once you have an eligible resident director or no longer require the role. We handle registry updates and deliver closing documentation for your minute book.
Complementary Services (Bundle for Efficiency)
Incorporation (Federal/Provincial)
We structure filings to align with your ownership model, growth plans, and licensing/banking requirements. Proper setup reduces remedial work later.
Registered Agent & Business Address (Annual or Lifetime)
Centralize government, legal, and registry correspondence in one managed channel. Lifetime options remove annual renewals and stabilize your corporate footprint.
Corporate Minute Book & Registers
From day one, we maintain resolutions, director/officer registers, share ledgers, and certificates. Clean records speed up due diligence, financing, and licensing.
Annual Returns & Ongoing Compliance
We calendar due dates, confirm particulars, and file on time. Our team monitors rule changes and registry updates so you stay in good standing.
Extra-Provincial Registration (operate across provinces)
When you expand to new provinces, we register your corporation with the local registry, align addresses, and keep filings synchronized across jurisdictions.
Branch or Subsidiary Setup for foreign companies
For groups entering Canada with an existing foreign entity, we implement a Branch or Subsidiary route aligned to your legal, tax, and commercial objectives.
Next Step
Tell us about your structure, jurisdictions, activities, and timeline. We’ll review your case, confirm whether a nominee director is necessary or advantageous, and provide a clear, engagement-ready proposal with scope, fees, and onboarding checklist.
Contact True Registries Canada
Purpose: Canada Nominee Director (Resident Director) — Information Request
Include: company/owners, planned province/federal route, business activities, expected start date, and whether you also need Registered Agent & Address.
To receive more information — contact us using the form below.