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C-Corp ownership structure when one of the co-founders is in Canada
3 points by ilyabez on June 13, 2023 | hide | past | favorite
Hi all,

We're two founders (based in US and Canada) and have decided to incorporate as a Delaware C-Corp.

We're trying to figure out the ownership structure since my co-founder is in Canada. We want to make it US investor-friendly, minimize taxes and legal/compliance/reporting burden.

There are two options as far as we can tell: 1) Canadian co-founder owns his shares as an individual 2) Canadian co-founder owns his shares through a Canadian holding corp

A Canadian attorney proposed to use a Canadian holding corp to minimize taxes but we're starting to run into issues like can we apply a vesting schedule to shares owned by a foreign legal entity, what if the Canadian corp ownership changes (will investors even want to invest in a company with such structure?), etc.

Anyone has any recommendations or can share experience for forming a C-Corp where one of the co-founders is in Canada?




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