1. Slide 1
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2. `
Nuts and Bolts of Starting
a Business
Presented by:
Tony Redpath Jennifer R. White
Vice President, Partner Programs Social Entrepreneur in Residence
MaRS Discovery District MaRS Discovery District
Dan Bolger, CIBC
Business Banking Advisor, GTA North
October 28th, 2009
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3. Creating an Ecosystem…
When you start an enterprise, you have to work within
an existing ecosystem while seeking to create your own
relationship network and ecosystem…
 Customers
 Suppliers / Providers
 Government
 Regulatory bodies
 Trade Associations
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4. Your Ecosystem..
Just at the beginning…..
You Your
Your
Inc. Customers
Suppliers
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5. What should be my first step?
Incorporation
 For Profit and Non Profit Organizations:
 For Profit Incorporation
 Federal incorporation
– Canada Business website
– Canada Business Corporations Act
 Non Profit Organizations
 Canada Non for Profit Corporations Act
 Non for Profit Incorporators Handbook
 Charitable Status
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6. Incorporation in Ontario
 Provincial For Profit
Incorporation
 Service Ontario website
 Business Corporations Act
 Provincial for Non Profit
Organizations
 CRA Website
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7. Incorporation in the US
Moving South of the Border?
 For Profit Options:
 Delaware incorporation
 US Investor Base
 Non Profit Options
 Guide Star
 Filing Requirements – IRS
 L3C Legal Structure
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8. After incorporation, taxes will follow
….
 Regardless of incorporation jurisdiction, taxes
are a requirement
 Federal Corporate Tax
 Provincial Corporate Tax
 GST/PST
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9. Rules of the Incorporation & Taxes
Lesson number 1: Get Help!
 “The incorporation process can be very complex. You
may wish to obtain legal and tax advice to assist you
with the preparation of the incorporation documents
and shareholders' agreements.”
 Canada Business website
 Approximate cost to hire an accountant / lawyer to
handle all the above paperwork is $800 - $1500
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10. Your Ecosystem
The Expansion Continues
Federal and
Provincial Govt.
Your You Your
Suppliers Inc. Customers
Lawyer Accountant
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11. Post Incorporation..
Founders, partners & employees
 Youwill need a shareholders agreement – it can be 1
page or 100 pages, but it must cover, at a minimum:
 What is the ownership split (at the start; sweat equity vs
salary)
 How are decisions made
 What are each person’s responsibilities
 Assignment of Intellectual Property
 There are many other issues that can be covered in a
shareholders agreement (see Term Sheet lecture)
 Legal advice is highly recommended
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12. Are you going to have employees?
 More taxes – you need to remit payroll
deductions for income tax, Employment
Insurance, Canada Pension Plan (the good news
is that when you get the other federal tax
numbers, you will also be set up for payroll
taxes)
 You need to register with the Workplace Safety
and Insurance Board (WSIB)
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13. Your Ecosystem
Federal and
Provincial Govt. WSIB
Your You Your
Suppliers Inc. Customers
Lawyer Accountant
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14. Where should I register my
enterprise name?
 How do I register my enterprise name?
 Canada Business website
 How do I seek information about trademarks &
patents?
 Canadian Intellectual Property Office
website
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15. Types of Organizations
Research and Development
 Scientific Research and Experimental Development tax credits
(SREDs)
 A major advantage for Canadian companies
 Claimants can apply for SR&ED investment tax credits for
expenditures such as wages, materials, machinery, equipment,
some overhead, and SR&ED contracts.
 Generally, a Canadian-controlled private corporation (CCPC)
can earn an investment tax credit (ITC) of 35% up to the first $2
million of qualified expenditures for SR&ED carried out in
Canada
 Scientific Audit and Financial Audit
 To qualify for the SR&ED program, work must advance the
understanding of scientific relations or technologies, address
scientific or technological uncertainty, and incorporate a Slide 15
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systematic investigation by qualified personnel.

16. Your Ecosystem
CRA
Federal and
Provincial Govt. WSIB
Your You Your
Suppliers Inc. Customers
Lawyer Accountant
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17. Beginning to build your network
Establish a commercial network that compliments
your existing networks
 Building Effective Relationships 101
 Professional Organizations & Trade Associations
 Be Strategic
 Too many to count….
 Why do I need to be there? Who do I need to meet?
 Scientific Conferences
 Trade Shows
 Partners
 Government Officials
 Your Bank
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18. Your Ecosystem
Federal and
CRA WSIB
Provincial Govt.
Your You Your
Suppliers Inc. Customers
Bank Lawyer Accountant Trade associations
Trade Shows
Conferences
Regional Networks
Regulatory Bodies
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19. Consider things NOT to do….
 Don’t run out and commit to a big office with lots of fancy
furniture – get the space that you need, shop at IKEA and grow
your space as necessary
 Don’t hire your relatives simply because they are available –
get the team that you actually need
 Don’t hire your lab, old college university friends mates UNLESS
they can offer you something to build your organization
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