Extra-Provincial Registration in Canada

Oct 4, 2023

Extra-provincial registration is a process of incorporation in Canada that both Canadian corporations in Canada and foreign corporations have to go through when they seek to do business in Canada or in various provinces or territories throughout Canada.

 

Canadian Corporations

When individuals opt to incorporate in Canada, they have the choice of establishing their new company as either a federal or provincial corporation.

If they decide to form a federal corporation, they must register their business in the province and/or territory where they operate. Corporations Canada provides the following advice:

“Currently, any client completing their federal incorporation process through our Online Filing Centre has the option of filling out extra-provincial registration forms for Saskatchewan, Ontario, Nova Scotia, and Newfoundland and Labrador. The other provinces and territories have individual requirements for registering corporations from outside their borders. Incorporators should contact the local corporate law administration office (also known as Provincial Registrars) in each province or territory in which they plan to carry on business.”

If individuals establish a provincial corporation in any Canadian province or territory and intend to conduct business in another province or territory, they must complete the extra-provincial registration forms for the respective province and/or territory.

This process is usually straightforward and cost-effective. For example, in Ontario, an extra-provincial corporation only needs to submit an Initial Return/Notice of Change, Form 2 under the Corporations Information Act, within 60 days of commencing business in Ontario. There is no fee for this submission.

However, the procedure and fee for extra-provincial registration may vary depending on whether you wish to register an operating or style name in the province and the location of your business.

 

Foreign Corporations

Foreign corporations intending to conduct business in Canada are required to undergo extra-provincial registration. For instance, if a corporation based in Spain wants to establish operations in Ontario, it must register as an extra-provincial corporation within that province.

In the event that the foreign corporation seeks to conduct business in multiple provinces, separate registration with each individual province becomes necessary. This entails reaching out to the respective provincial registry of each desired province, obtaining and completing the necessary forms, and paying the applicable fees (currently set at $330.00 in Ontario).

Foreign corporations should also take note that appointing an Agent for Service is a prerequisite for extra-provincial registration. This individual must be 18 years or older and a resident of the province where the corporation intends to operate. Alternatively, a corporation with its registered office in that province may fulfill this role.

In addition to these requirements, foreign corporations must meet specific criteria in Ontario, including obtaining an Ontario-based NUANS name search report, an original Certificate of Status issued by their home jurisdiction’s government, and a covering letter.

Similar requirements for extra-provincial registration apply across other provinces and territories in Canada.

 

Need more information? CBES is here to assist you; feel free to contact us for expert guidance.

 

You can find Contracts and Documents for Business Owners in Canada here https://www.businessdocs.ca/ 

 

 

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