An EIN is a unique nine-digit number assigned to your company by the IRS and used for bank account opening, tax filing, hiring and reporting purposes. There are four main methods to obtain an EIN, each one posing its own complications for Canadian and foreign companies.

1. Online

The easiest approach, online, is unfortunately not available to most Canadian and foreign companies as it requires a personal US taxpayer ID number and a US-based address. If you use this method, we suggest you screenshot or print out the confirmation page as you will not receive any additional confirmation from the IRS of your EIN until they mail the EIN confirmation letter 3-6 weeks later.

2. Fax

This is sometimes the best method to use for Canadian and foreign based EIN filers. Simply fill out the SS-4 form and fax it to the correct number (depends on the state of incorporation). The processing time for fax applications can be anywhere from 4 business days to 3 weeks and sometimes requires a follow-up phone call in order to receive confirmation of the EIN. This is typically the preferred method as it does not require a US taxpayer ID number or US address for the filer.

3. Mail

This method is the simplest method, if you have the time. Simply fill out the SS-4 form and mail it in, taking 4-6 weeks before receiving the EIN in the mail. The biggest problem we see with our clients using this method is that, if there is a mistake in the filing, this method takes the longest to receive notice of the mistake and to subsequently correct.

4. Telephone

The IRS currently has a special EIN phone number for international businesses. While this method often results in the shortest processing time (sometimes the EIN is provided on the call), it usually doesn’t work for US-domiciled companies as this number is not meant for US-domiciled companies. US-domiciled companies are meant to call the US-domiciled business number, but this number doesn’t work outside the US.

There are ways to speed this process up, in addition to the above. If you need help applying for an EIN, please feel free to reach out to Voyer Law and we would be glad to assist with the speedy issuance of an EIN for your company.

If you are an Amazon seller, it is highly recommended you obtain trademark protection for your brand and enrol in the Amazon Brand Registry.  Amazon’s Brand Registry provides a variety of tools to monitor brand representation and prevent the sale of counterfeit goods on Amazon.

in order to take advantage of the Amazon Brand Registry you first must have:

1. A trademark with an active or pending registration;
2. A trademark registration number, or application number granted that the trademark is pending registration; and
3. A list of categories that the brand falls under.

The Amazon Brand Registry provides registered users with the ability to directly address counterfeit products. Those suspected of being bad actors are automatically removed from Amazon and the sale of these counterfeit products halted. Through Amazon’s ‘Counterfeit Crimes Unit’, the company additionally holds bad actors responsible through “building cases, undertaking investigations, and pursuing civil litigation”. Furthermore, trademarked brands registered under the Amazon Brand Registry are protected under ‘Project Zero’, which offers several benefits:

1. Suspected counterfeits are proactively blocked from being listed on Amazon;
2. Brand owners can directly remove products they think are counterfeits, which information is fed into Amazon’s algorithms to better catch counterfeits proactively in the future; and
3. Product serialization allows brand owners to apply a 2D code similar to QR codes on their products that uniquely identifies and authenticates the legitimacy of their brand.

There are also numerous ways that the Amazon Brand Registry helps registered merchants grow, including:

1. Access to prioritized product advertisements, displayed on headlines of search pages;
2. Customizable brand storefronts and the ability to specify in-depth product descriptions; and
3. Prioritized search results that are pushed by Amazon’s internal algorithm.

If you have a brand you want trademarked in Canada or the US, please feel free to contact one of our IP attorneys. We are licensed to practise in both Canada and the US and can assist new business owners obtain trademark protection for Amazon Brand Registry enrolment.

On January 1, 2024, the US Department of Treasury’s Financial Crimes Enforcement Network (FinCEN) launched the online BOI E-Filing System and began accepting Beneficial Owner Information Reports pursuant to a new compliance regime under the Corporate Transparency Act.

1. Who needs to file?

Starting January 1, 2024, all non-exempt entities formed or registered to do business in the United States are required report Beneficial Owner Information (“BOI”) to FinCEN by January 1, 2025. This includes all corporations, LLCs, limited partnerships or similar entities created by filing a document with any US state, territory or Indian tribe as well as foreign non-US entities that are registered to do business with any US state, territory or Indian tribe.

2.  Who is a beneficial owner?

A beneficial owner is any individual who, directly or indirectly:

• exercises “substantial control” over a reporting entity; or
• owns or controls 25% or more of the ownership interests (equity, stock, voting rights, convertible instruments or any other instrument, contract or other mechanism used to establish ownership) of a reporting entity.

An individual exercises “substantial control” of a reporting entity if such individual:

• serves as a senior officer (for example, president, CEO, COO, CFO, general counsel and any other key officer position of a reporting entity);
• has authority over the appointment or removal of any senior officer or a majority of the board of directors; or
• directs, determines or has substantial influence over important decisions made by a reporting entity.

3.  What information needs to be provided?

A reporting entity is required to provide the following information about Beneficial Owners:

• full legal name;
• date of birth;
• current address; and
• unique identifying number and an image of government-issued identification (US passport, state-issued driver’s license, or a foreign passport).

4.  Who is exempt from the Beneficial Ownership Information filings?

There are 23 exemptions, which are listed in greater detail in the Small Entity Compliance Guide by FinCen.

One of the key exemptions is for “large operating companies” that: (1) employ 20 full time employees in the US; (2) has a physical presence in the US; and (3) filed federal income tax for the previous year demonstrating more than $5,000,000 in gross receipts or sales.

Other key exemptions are for inactive entities that are not engaged in active business and for subsidiaries of any other exempt entities.

5.  What does this mean for you?

If you are a beneficial owner of a US entity and not exempt from the filing requirements, failure to maintain and file a BOI Report by January 1, 2025 may result in fines up to $500 per day per violation and potential imprisonment.

Please reach out to the Voyer Law team to discuss your Beneficial Ownership Information filing requirements and whether your entity qualifies as an exempt entity.

Starting January 22, 2024, all federal corporations created under the Canada Business Corporations Act (CBCA) are required to file information regarding individuals with significant control (ISCs) with Corporations Canada.

1.  Who is an ISC?

According to the CBCA, an ISC is an individual (see: human person) that:

• owns, controls or directs 25% or more of the shares of a corporation individually, jointly or in convert with one or more individuals;
• has control over the corporation without owning any shares; or
• meets a combination of any of the above two factors.

If a corporation’s shareholder is an entity (for example, a corporation, partnership, or trust), the individual(s) in control of such entity must be identified as ISCs.

Additionally, if multiple family members jointly own more than 25% of the shares of a corporation and one family member has sufficient influence over the other family members, such influential individual may be considered an ISC.

2.  What information will be filed?

The following information regarding ISCs must be filed with Corporations Canada:

Information that will be made public:

• full legal name;
• date on which the individual became an ISC;
• description of the ISC’s significant control; and
• mailing address.

Information that will not be made public:

• date of birth;
• country of citizenship;
• country of tax residency; and
• residential address.

If an ISC is less than 18 years of age, information will not be made publicly available until such individual turns 18 years old.

You may file an application to not make the information about an ISC public if:

• making the information publicly available presents or would present a serious threat to the safety of the individual;
• the ISC is declared incapable either by court or under provincial or territorial laws; or
• making the information publicly available would go against the Conflict of Interest Act or a similar legislation of a province or territory.

3.  Who is excluded from the ISC filing requirements?

Most federal corporations are required to comply with the new filing requirements, however, the following corporations are excluded:

• non-federal corporations (for example, a corporation incorporated under a province’s corporations act);
• a reporting issuer under provincial securities legislation or a wholly-owned subsidiary of a reporting issuer;
• a public corporation that trades its securities on a stock exchange designated by the Income Tax Act or a wholly-owned subsidiary of such a corporation; or
• a crown corporation or a wholly-owned subsidiary of a crown corporation.

4.  What does this mean for you?

If your corporation is federally incorporated and not exempt from the filing requirements, failure to maintain and file the ISC information may result in directors or officers facing penalties up to $1,000,000 or possible imprisonment, as well as potential fines to the corporation of up to $1,000,000 and involuntary dissolution.

Please reach out to the Voyer Law team to discuss your annual filing requirements and to maintain your corporation in good standing.