In a recent article, Expanding South: Forming a Business Entity in New York State, HSE attorneys Phillip A. Delmont and Andrew J. Latona outline key considerations for Canadian companies looking to enter the U.S. market through Western New York. The article was included in the most recent Canadian Business Expansion to the U.S. Guide prepared by Invest Buffalo Niagara. Highlighting the region’s proximity to Canada, skilled workforce, and favorable business environment, they explain why it serves as a natural gateway for cross-border expansion. In the article, Delmont and Latona emphasize the importance of understanding when U.S. activities may create a “permanent establishment” under the U.S.-Canada Tax Convention—an important threshold that can trigger federal tax obligations. They also note that forming a separate U.S. subsidiary can help mitigate liability and protect the Canadian parent company from direct tax exposure.
Delmont and Latona further walk through the practical steps of incorporating in New York, including conducting a name search, filing a Certificate of Incorporation, and maintaining ongoing corporate formalities. Their guidance underscores a critical takeaway: thoughtful planning and legal structuring are essential to successfully navigating the complexities of cross-border expansion. By taking a proactive, informed approach, Canadian businesses can position themselves for efficient growth while minimizing regulatory and tax risk.