Ask HN: What resources exist for a first-timer starting a "start-up" in Canada?

I am not a lawyer, but I am a Canadian running a business, so I'm at least partly qualified to answer these questions.

Company formation: You can operate a sole proprietorship under your own name by saying "hi, I'm in business". There is no dollar limit on this. Depending on your local laws, you might need to get a municipal business license. You can register a business name for ~$50 with your provincial government -- this is distinct from incorporating.

Incorporating: This has two major effects. 1. It creates a new "corporate person" which can go bankrupt, thereby shielding you (usually) from liability. 2. The new corporate person is taxed independently of you, which will affect the net tax rate (maybe higher, maybe lower) you pay and will give you considerably more flexibility in tax planning (since you can move personal income from one year to another).

Income taxes: If you're incorporated, you file an income tax return for the company. If you're not incorporated, you file a "statement of business activities" as part of your personal income tax return.

GST: You will probably need to collect GST, but only for customers who are (a) canadian residents, or (b) registered for GST. As an exception to this, if you're taking in less than $30k/year you probably qualify under the 'small supplier' rule which gives you a choice of whether to register for (and collect) GST or to pretend that it doesn't exist.

Payment processing: Canadian banks are almost completely clueless when it comes to transacting with the rest of the world. Credit card processing sucks. I just use PayPal.

Payment processing data security: If you're handling credit card numbers (i.e., not going through paypal) the rules are exactly the same in Canada as they are in the US -- they are set by mastercard and visa.

Thanks for all the information. This is really helpful.

You can operate a sole proprietorship under your own name

Wouldn't this make some businesses uncomfortable, preferring to give money to "MyProfessionalWebsite.com" rather than "[name redacted]"? Is the ~$50 business name act essentially like just an alias, telling the government/taxman "money paid to MyProfessionalWebsite.com should be treated the same as if money were paid directly to [name redacted]"?

You also mention that this is paid to the provincial government. This is most likely out of the scope of your expertise, but how would this work if I moved? I currently live in [redacted], but might possibly be moving to [redacted] for work in the near future. I'm also from [redacted] and would one day like to move back home (to [redacted] anyway, not necessarily [redacted] specifically).

There is no dollar limit on this.

I wonder where I got the $30k number from then. Thinking back I think this might have actually been "after $30k you're paying taxes you don't need to" or something. Less of a rule, and more of a best practice.

Incorporating: This has two major effects.

I looked it up, and apparently the minimum cost for incorporation in Canada is $200 (plus lawyers fees, if applicable). I'm almost hesitant to go this far at first, since it feels like the risk is relatively low (a moderately well written terms of service/use, a well written disclaimer, and a policy of providing full refunds for even minor disputes - though I'm planning on providing this for free for a few months to get the ball rolling anyway - should hopefully take care of things until I get a job and can pay to incorporate. Who knows, my new boss might take issue with the concept in general and the business will die before it starts.

you file a "statement of business activities" as part of your personal income tax return.

Sounds easy enough.

probably need to collect GST

Is there a guide to such things that you know of?

only for customers who are (a) canadian residents, or (b) registered for GST

If this is targeted to Canadians, I'd assume this becomes a blanket "yes, collect GST" statement. I'd need a GST number for this, I believe. How hard/expensive is such an acquisition?

gives you a choice of whether to register for (and collect) GST or to pretend that it doesn't exist

Given the option, I'd just as soon collect it always, and from the beginning, so I don't need to worry about it later.

Credit card processing sucks. I just use PayPal.

Duly noted, though the same "would businesses take me seriously" caveat applies. My site would attract largely different clients than something like tarsnap would.

If you're handling credit card numbers (i.e., not going through paypal)

Given what you just said, it definitely seems like I'll just deal with PayPal and be done with it. Have you had any problems with them, by chance? There seem to be a lot of complaints about PayPal suspending accounts and generally being unsuitable in a lot of cases. I've heard of other alternatives (e.g. transaction.net, google checkout, etc.) but wasn't sure how things worked in Canada and I haven't had the chance to really dig into the issue yet.

Again, thanks for all the information. You've been extremely helpful and you've put my mind very much at ease about starting this. I couldn't imagine the government really making it difficult for people to start businesses, but you never know.

The business name registration is just an alias, yes. It means that you can do things like enter into a contract using your business name rather than your personal name. If you move, I'd assume that you would need to register the name in your new jurisdiction.

The $30k number probably comes from either GST (at that point you need to register) or as a rule of thumb for when income taxes start to work out better.

As long as you're not doing weird stuff like charging people in picoUSD, GST is quite straightforward. If you go to the CRA website you'll find lots of documentation. The registration process is simple too -- fill out a form, send it in, and wait for a number to arrive in the mail. (I think it's free; if not, it's only a nominal fee.)

The worst problem I've had with paypal has been a few customers being blocked from making direct credit card payments -- but after they created paypal accounts everything worked fine. (I'm guessing that they were borderline on paypal's fraud-detection systems, and providing information as part of the process of creating paypal accounts was enough to push them into the 'safe' category).

If you're taking payments mostly from Canadians, mostly from businesses, or mostly in >$100 amounts, you might want to skip credit card processing in favour of cheques.

> It creates a new "corporate person" which can go bankrupt, thereby shielding you (usually) from liability.

I was of the same opinion until I talked to the lawyers. Apparently the principal officer of the company can be held liable for company's misfortunes. If you are a sole owner of the company, you can be sued in case of the bankruptcy. Another question if anyone will actually bother to do so.

- Liability: registering an Incorporation costs $300 if you buy a prepackaged company documentation package. I suspect it is even less if you do it yourself.

- Taxes: yes, you have to collect GST from the residents of Canada, and applicable provincial taxes (e.g. PST in BC). Talk to a CGA of your choice, that will cost you $50 for an hour (if that much)

- Collecting payments: nothing Canada-specific compared, say, to the US. But being in Canada limits your choice of payment processors. Keep in mind that you basically have two options - hosted payment page whereby you forward your customers to an external page and pay the processor up to 10-12% of the transaction. In this case you don't need to have a merchant account, which can be pricey to set up and maintain, esp. if your $ volume is low. Second option is to obtain aforementioned merchant account, sign up with a payment processor (e.g. Moneris or Global Payments Tech <- both are highly not recommended, just an example) and this way you will be able accept payments directly on your website. In your case I would strongly recommend the option #1.

- What you are missing: build the product first, once you get the famous "traction" with a free/beta version, then think about the company and the payment setup. In other words - validate an idea first.

What you are missing: build the product first

I wasn't missing that, though I definitely gave the impression that I had.

My intention had always been to just sort of throw them both online, the ad-supported idea going first to prove to myself that I could make a website that a) didn't look absolutely god-awful, and b) wouldn't get hacked to pieces by every idiot script kiddie that came across it. I only have very limited experience with web anything, and really with programming in general (after college - community college - I ended up stuck in a COBOL job for three years, and it burned me out so badly that most days I just didn't want to code anything on my own time, so I've definitely rusted over in a lot of places), so I'm validating my skills first on a trial site before moving to the more "business-y" site.

The second site was always intended to start free first, with money being a secondary concern to gaining an audience. If you're selling someone on advertising with you, they're going to want an audience before they really pay anything. Likewise, nobody wants to come to such a site if nobody is advertising anything. The solution, fairly clearly, was to give it away free to the advertisers at first saying all it would cost them was a bit of time to get things loaded into the system, then if the site became popular it would become a pay site as it came out of Beta.

My purpose for this question wasn't so much to get everything in order right now, but rather to try to collect information so that if the time ever came I would be prepared to quickly transition to a proper business. I was rather hoping for external sources (books, Canadian-oriented guides/blogs/whatever), but anecdotes are definitely beneficial and appreciated as well.

Another, though by no means less important, reason was to determine my liability. E.g. if someone writes a terrible set of directions on the first site, and some moron follows these instructions and dies, how liable would I be if I wasn't a proper business, let alone an incorporated one.

Fellow Canadian here.

Incorporating a federal corporation is easy and can be done online. If you want to have a named corporation you need to do a NUANS search first. As far as I'm aware, the cheapest NUANS searches are from here:

http://www.corporationcentre.ca/docen/pns/home.asp

No affiliation, just a satisfied customer. Note that even if it finds a 'hit', it doesn't mean that your choice of name will be disallowed.

Online incorporation is cheaper than filling out paper forms, and the online wizard includes a bunch of boilerplate options that make life super-simple. If you live in certain jurisdictions, the wizard will even do the provincial registration for you.

As for collecting payments, this is a "problem". If you have good credit, you may be able to use Beanstream to provide merchant services (they provide merchant accounts through TD). If you don't have good credit, then PayPal is probably the option to go for. Depending on what you're doing, this may or may not be a positioning issue. If you're doing merchant stuff, you definitely want to have some kind of corporation in place. BTW Beanstream is one of the few Canadian merchant service providers supported by ActiveMerchant (if you're doing the Rails thing).

I have no experience with Moneris. My experience with Global Payments is that you can't just talk to a person - they have a (probably commission-based) outside salesforce. If you don't have an existing business, they want to see personal asset and liability information. All seems far too annoying.

Finally, regarding data security: if you do anything with credit cards, outsource that liability by using tokenization or PayPal. You don't want to have to deal with PCI compliance directly. I recently completed a project for a very large electricity retailer who needed to get to PCI compliance and took the outsource option, so it's not like that's just a choice for "the little guys".

Yes, you'll probably want to collect GST or HST, and remitting that back to the government is pretty simple; make sure you don't spend "their" money! The mechanics are: take customers' money, keep track of the amount that belongs to the CRA, give them that money according to a schedule you must meet. As a startup, you can remit GST annually (the mandated minimum frequency is based on your sales, if you expect to have very low sales, you can choose annual - but you can even file monthly if you like paperwork).

Hope that helps a bit!