If you live outside Canada and you want a Canadian company, British Columbia is one of the easiest provinces to do it in. There is one requirement that stops more foreign founders than any other, and it has nothing to do with citizenship, visas or share structure. It is the address.
BC does not require a Canadian-resident director
This is the part that surprises people, and it is the single biggest reason to choose BC over a federal incorporation.
If you incorporate federally under the Canada Business Corporations Act, at least 25 percent of your directors must be resident Canadians. If you have fewer than four directors, at least one of them must be a resident Canadian, under section 105(3) of the CBCA. For a solo founder living abroad, that is a hard stop. You need to find a Canadian willing to sit on your board.
British Columbia imposes no such requirement. The BC Business Corporations Act sets out who is disqualified from being a director in section 124, and the list is short and specific: under 18, found by a court to be incapable of managing their own affairs, an undischarged bankrupt, or convicted of fraud or an offence connected with the promotion, formation or management of a business. Residency and citizenship appear nowhere in that list, and the Act sets no minimum number of Canadian-resident directors.
So a single non-resident founder can own 100 percent of a BC company and be its only director. No Canadian partner, no nominee director, no board gymnastics.
The requirement that actually catches people out
Here is the trade-off. BC relaxes the residency rule and tightens the address rule.
Section 34(1) of the Business Corporations Act states that a company “must maintain a registered office and a records office in British Columbia.” Not in Canada. In British Columbia. Both offices can sit at the same location, which section 34(2) expressly permits, and in practice almost every small company uses one address for both.
Each office has two addresses on file with the Corporate Registry: a mailing address and a delivery address. Under section 11(d) and (e), both must be identified in your notice of articles when you incorporate.
The delivery address is where the rules bite. BC Registries states that the delivery address must be for a location in British Columbia, that it must not be a post office box, and that the location must be accessible to the public between 9 a.m. and 4 p.m. on business days for the delivery of records. Directors, officers and shareholders may inspect the company’s records during those same hours, and the public may inspect some of them.
That is the whole problem in one sentence. Your BC address has to be a real, physical, staffed location in the province that a stranger can walk into on a Tuesday afternoon and hand a legal document to.
Registered office and records office: what the difference is
| Registered office | Records office | |
|---|---|---|
| What it is for | The location where legal documents can be served on the company | The location where the company’s records are kept |
| Must be in BC | Yes, section 34(1) | Yes, section 34(1) |
| PO box allowed | Not for the delivery address | Not for the delivery address |
| Open to the public | 9 a.m. to 4 p.m. on business days | 9 a.m. to 4 p.m. on business days, for inspection and for delivery of records |
| Can they share one address | Yes, section 34(2) | |
| On the public record | Yes, both addresses are public information | |
One practical note: if you change either address later, you file a notice of change with the registrar under section 35, and it takes effect at the beginning of the day after filing under section 37(1). BC Registries asks that changes be filed immediately.
Why the obvious workarounds fail
A PO box is the most common mistake, because a PO box feels like a legitimate business address, and for plenty of other purposes it is. Not for this one. It is prohibited outright as a delivery address.
Using a friend’s or a relative’s home in Vancouver is legal on paper and a bad idea in practice. That address becomes public information attached to your company for as long as the company exists. A process server can arrive at your friend’s door. Your friend is also now the person responsible for being home during business hours to accept records. Relationships do not survive this well.
Mail-forwarding services are the trap that catches the more careful founders, the ones who did read the rules. Some virtual address providers are just mail redirection with a street-style address bolted on, and if nobody is at the premises between 9 and 4, the address does not satisfy the accessibility requirement no matter what the marketing page says.
Two others come up often enough to mention. Your own home address abroad is not in British Columbia, so it fails section 34(1) outright. And a coworking day pass is not a maintained office, because the company must maintain the office continuously rather than have access to a building sometimes.
What a compliant address looks like
What you need is unglamorous. A real street address in British Columbia, at a location with staff on site during business hours, where someone will accept served documents and keep your corporate records available for inspection.
That is what our registered office and records office service is. A downtown Vancouver street address, not a box number. Staffed during business hours so that served documents and records requests are actually received. Mail scanned and available to you digitally wherever you are, which matters a great deal when you are nine time zones away and the Corporate Registry has just mailed a notice prompting your annual report.
That last point deserves more than a passing mention. BC Registries sends important notices to your mailing address, including the prompt to file your annual report and, if things go wrong, a notice of intent to dissolve the company. If those letters sit unopened in a box in Vancouver while you are in Riga or Singapore, you can lose the company to administrative dissolution without ever knowing a letter arrived. Same-day scanning is not a convenience feature for a non-resident founder. It is the difference between compliance and dissolution.
A privacy benefit most founders miss
BC Registries is explicit that your registered and records office addresses are public information. What that means in practice is that whichever address you file becomes permanently searchable and attached to your company name. If you file a service address, that is what appears. If you file the apartment you happen to be renting, that is what appears instead, and it stays there.
For founders who would rather not have a residential address sitting in a searchable government registry, using a proper service address for the registered and records office is the straightforward answer. Check with a BC lawyer or notary about the separate question of what address you must provide for directors personally, because that is governed by different rules.
What it costs
Our mailbox and virtual office plans start at $30 per month on an annual term. Three tiers matter for a non-resident running a BC company.
- Basic Mailbox is $103.50 for three months. A real downtown address and mail receipt. The entry point.
- Smart Mailbox is $172.50 for three months and adds mail scanning. This is the tier most of our overseas clients choose, for the dissolution-notice reason above.
- Premium Mailbox is $265 for three months, adding weekly mail forwarding on top of scanning, for founders who need the physical originals.
Longer terms bring the monthly rate down, with savings at six and twelve months. Full details are on the pricing page and the virtual office page.
You will occasionally need to be physically present, or send someone who is. Our clients can book a meeting room by the hour rather than carry an office lease they use twice a year.
The sequence, in order
- Secure the BC address first. You need the mailing and delivery addresses for both the registered office and the records office before you can complete your notice of articles under section 11.
- Reserve your company name through BC Registries, or incorporate as a numbered company if speed matters more than the name.
- File the incorporation application, entering the registered office and records office addresses.
- Set up mail handling. Decide how scans reach you and who reads them. Registry notices are time-sensitive.
- Check whether you need a municipal business licence. This is separate from incorporation and depends on where and how you operate.
- Set a calendar reminder for your annual report. Missing it is the most common way a healthy company gets dissolved.
Common questions
Can I incorporate in BC without ever visiting Canada?
There is no residency requirement for directors under the BC Business Corporations Act, and no requirement that a director attend in person to incorporate. You do need a compliant BC registered office and records office, which is what a service address provides.
Can the registered office and records office be the same address?
Yes. Section 34(2) expressly permits it, and most small companies do exactly that.
Will my address be public?
Yes. BC Registries states that registered and records office addresses are public information. That is why founders use a service address rather than a home address.
What happens if I ignore mail sent to the registered office?
The Corporate Registry uses that address to send the annual report prompt and any notice of intent to dissolve. Unread mail is how companies get administratively dissolved.
Is a PO box really not allowed?
Not for the delivery address. BC Registries states the delivery address must not be a post office box and must be accessible to the public between 9 a.m. and 4 p.m. on business days.
Where to start
If you are incorporating in BC from abroad and want the address handled before you file, look at the registered office and records office service, or send us the details of your situation and we will tell you which tier fits. More answers are on our FAQ page.
This article explains publicly available requirements under the BC Business Corporations Act and is general information, not legal advice. Statutory requirements change. Confirm your specific obligations with a BC lawyer or notary, or directly with BC Registries, before you file.
Leave A Comment