Should Canadian Startups Incorporate in the US to Get Funded?
Should Canadian Startups Incorporate in the US to Get Funded? Overview:In this episode, we explore a pressing question for Canadian startups: Is it necessary to incorporate in the U.S. to secure funding? With perspectives drawn from recent conversations with founders who have moved their corporations to the U.S., the discussion dives into the advantages and […]
A TorontoStarts podcast

Should Canadian Startups Incorporate in the US to Get Funded?
Overview:
In this episode, we explore a pressing question for Canadian startups: Is it necessary to incorporate in the U.S. to secure funding? With perspectives drawn from recent conversations with founders who have moved their corporations to the U.S., the discussion dives into the advantages and disadvantages of seeking capital outside of Canada. We address the critical factors that drive this decision, including the industry, capital requirements, and the scale of operations.
Key Discussion Points:
- Funding Challenges in Canada:
- While Canadian startups can raise funds domestically, the limited pool of investors poses challenges, particularly for capital-intensive industries like MedTech. In such cases, raising larger sums (e.g., $15M to $30M) may require looking internationally, especially to U.S. investors.
- Debate on U.S. vs. Canada for Funding:
- A major theme of the episode is the Canada vs. U.S. debate regarding startup funding. Some believe you can succeed in Canada, but others suggest incorporating in the U.S. offers advantages in terms of market size, investor risk tolerance, and ease of raising capital.
- U.S. Investors and Market Entry:
- Many founders are moving their operations, particularly sales and fundraising, to U.S. hubs like Austin, Texas, to tap into larger markets. U.S. investors are often more open to risk, making it easier for early-stage, pre-revenue startups to raise pre-seed rounds.
- Incorporating in the U.S.:
- Setting up a U.S. LLC can streamline the fundraising process with American investors, who often prefer investing in U.S.-based entities. For equity crowdfunding, regulatory differences between Canada and the U.S. make it essential for startups to incorporate in the U.S. if they wish to access U.S. crowdfunding platforms.
- Grant Funding:
- U.S. government grants are only available to U.S.-based companies. However, Canadian startups can still access U.S. investors without necessarily incorporating in the U.S., although it may make the process smoother.
- Risk Aversion Among Canadian Investors:
- Canadian investors tend to be more risk-averse compared to their U.S. counterparts. For pre-seed and high-risk ventures, incorporating in the U.S. may open up better funding opportunities.
- Practical Considerations for Startups:
- The conversation covers practical aspects like eligibility for U.S. grants, the impact of incorporation on scaling operations, and how early entry into the U.S. market can benefit startups by building networks and securing strategic partnerships.
Conclusion:
Incorporating in the U.S. can be a strategic move for Canadian startups seeking capital, especially in high-risk, capital-intensive industries. While there are investors in Canada, the larger market, more risk-tolerant investors, and better access to resources make the U.S. an attractive option for many. Startups must weigh their capital needs, industry demands, and growth aspirations when deciding whether to incorporate in the U.S. or stay in Canada.
Speaker Contact Information:
1. John Irwin:
• Preferred Contact: LinkedIn
• Canadian Companies book a free assessment for Government Funding
2. Jeff Hoedeman:
• Preferred Contact: LinkedIn
3. Alex Morsink:
• Preferred Contact: LinkedIn
• More resources available at the Equivesto Learning Center
4. Graeme Barlow:
• Social Platforms: @Graemebarlow on all social platforms, LinkedIn, IG, X • Website: GraemeBarlow.com
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Got a startup story to share? Want to be a guest on the show? Reach out to us at Craig@TorontoStarts.com.
Tune in next time for more insights and actionable advice from experts in the startup ecosystem!
Additional Resources
For those looking to dive deeper into the world of tech and entrepreneurship, we recommend checking out the following resources and links:
- Silicon Scoop Podcast – Stay Informed, Stay Ahead!
- Futuretech Podcast – Explore more episodes and stay updated with the latest in technology and innovation.
- Startup Talk Podcast – https://torontostarts.com/startup-talk-toronto-startup-podcast/
- Who Are These Startups Podcast
- Startup Investor Drinks – Join the community and connect with fellow startup enthusiasts and investors.
- TorontoStarts Startup and Entrepreneur Community – Become a part of Toronto’s thriving startup ecosystem.
- Workhaus – Discover flexible workspace solutions for your business needs.
- Work with The Startup Coach – Get expert guidance and mentorship for your startup journey.
Ontario Startup Ecosystem Links
Episode transcript
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we've got some questions coming in, but this first one is related to this one. Have a bit of responsibility on the. You okay, Graham? Sorry, you're just slightly delayed. I'll let you finish. No, all good. All good. No, jump into the questions. I'll jump in the night after. All right. So I've talked to several founders lately who recently had to move their corporations to the U.S. to get funding. Is this a strategy more startups should be pursuing? And specifically, we had a question here from Justin saying the Shopify's president was on Beta Kit podcast and spoke passionately that Canadian entrepreneurs can get it done in Canada, leaving for the Valley. He's interested in our thoughts about the Canada versus U.S. debate on funding. I would hop in here first and I'd say you certainly can get it done while staying in Canada. I think it really depends on how much capital you need for your business and potentially the industry you're in. Because, you know, if you are in a very capital intensive business and it is a very hot area. So, for example, you're doing something in med tech and you're going to need money. fifteen to thirty million dollars of capital raise before you're going to see any revenue. There's not that many groups of investors in Canada who are going to be dropping thirty million dollars into a MedTech situation. You'd probably be best to look for funding internationally, including in the US, and then potentially look for funding to follow on that in Canada. I think there are still lots of investors in Canada looking to invest in Canadian businesses, and you can certainly do it here. Canada is just a smaller pond. So if you feel like you're a really big fish and you can jump in the deep end in Silicon Valley, then feel free to jump in. But if you want to stay in the sort of Canada-sized pond, there are Canada-sized investors here for you. I would say, yeah, I would agree with that, Alex. And I think there is investment community here. I don't necessarily agree with the philosophy of trying to keep funding in Canada. I love the idea of building companies and building teams in Canada. I think it's a phenomenal place, but I actually think... Most companies benefit significantly from going to the U.S. to raise some of their capital or a majority of it, largely because you're going to be selling into the U.S. And the earlier you can get used to selling in that ecosystem, the earlier you can build network and community there and bring investors on board that are going to open doors, the better position you are to go to market. We have a ton of portfolio companies right now. moving sales operations and fundraising into kind of Austin, Texas, and like, Texas is the same size market as Canada. Right. And so from a go to market and scale the company, I think, massive benefit from building the team and keeping the company Canadian. But I don't fully support the idea of like, trying to localize all your funding here. I think if you can get across the border, and you can bring in a mix, I think you're better positioned in general. Yeah, and the other thing I found too with Canadian investors, and they're much more risk averse as opposed to the U.S. investors. If you are pre-revenue and you need to raise a pre-seed round, you're almost better off to go into the U.S. for that. You're absolutely better off. Yeah, setting up a U.S. LLC and going that route. No shade thrown to our investor friends on the call. It's the fact of the matter. There's tons of coverage on that too. And related to this, do startups and founders need paperwork to get grants or funding from the U.S.? Obviously, there's some requirements. For grants, yeah, you absolutely would need to be a U.S. company to get U.S. government grants, for sure. In order to have a U.S. investor invest in you, no, you can be a Canadian company and have U.S. investors invest, no problem, just like Canadians can invest in U.S. companies. Is it going to be easier for you to raise capital in the U.S. if you have a U.S. LLC that's set up? Sure, some investors in the US prefer only to invest into that. Certainly from an equity crowdfunding perspective, if you're trying to leverage those tools, the regulations are highly separate. So if you want to equity crowdfund in Canada, you have to use a company like mine that's a Canadian licensed equity crowdfunding platform. If you want to equity crowdfund in the US, you need a US incorporated business and you have to work with a US licensed platform. They're highly siloed from that perspective. And just to go off of what Alex was saying about you need to be a U.S. company to get U.S. grants. Any kind of government funding will only cover expenses within that country for the most part. Like you can't get a U.S. grant to pay for Canadian salaries, for example. There are like there is the the they can export in Canada will cover travel outside of Canada. But still, it's it's Canadian based as well at the end of the day. or it's country-based, sorry,
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