Extra-Provincial & Extra-Territorial Registrations FAQ

1. What is an extra-provincial or extra-territorial registration?*
   *For ease of reference, the term "extra-provincial registration" is used throughout the remainder of this FAQ.
2. When is an extra-provincial registration required?
3. What constitutes "carrying on business"?
4. Are there any specific industries that commonly require extra-provincial registration?
5. Is an extra-provincial corporation a separate legal entity?
6. Are there any residency or registered office requirements for extra-provincial registrations?
7. Do federal corporations need to be registered extra-provincially?
8. What happens if my company name is not available for extra-provincial registration?
9. Does New Business Now.com offer extra-provincial registration services throughout Canada?
10. What are the costs and timelines for extra-provincial registration?

1. What is an extra-provincial or extra-territorial registration?

An extra-provincial or extra-territorial registration is a legal registration for corporations and certain other types of legal entities that wish to carry on business outside of their home jurisdiction.

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2. When is an extra-provincial registration required?

Extra-provincial registration is required when a corporation or other legal entity carries on business in a Canadian Province or Territory that is outside of its home jurisdiction of incorporation or registration.  This includes the following situations:

• Companies from outside of Canada that wish to carry on business in Canada using a branch office rather than through a separate subsidiary or or affiliate legal entity
• Federal corporations that carry on business in specific Provinces or Territories
• Provincially incorporated corporations that carry on business outside of of their Province/Territory of incorporation.

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3. What constitutes "carrying on business"?

“Carrying on business" is determined based on the facts of each situation. Each Province and Territory defines "carrying on business" somewhat differently, but this can include having an office, warehouse or other place of business in a jurisdiction, having employees or agents in a jurisdiction, having a telephone number that terminates in a jurisdiction, requiring some form of licensing in order to operate the business, or in some cases, conducting marketing activities that target the residents of a jurisdiction. Other criteria may apply, so it is important that you obtain legal advice in respect of your specific situation.

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4. Are there any specific industries that commonly require extra-provincial registration?

Businesses that operate in regulated industries that require licensing in each jurisdiction where they offer services, including, but not limited to insurance brokers, insurance agencies, loan companies, and other financial services companies such as investment fund managers and exempt market dealers & advisors, commonly require extra-provincial registrations in each jurisdiction where they carry on business.

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5. Is an extra-provincial corporation a separate legal entity?

An extra-provincial registration does not create a new or separate legal entity. An extra-provincial corporation is the same legal entity as in the home jurisdiction. This registration only provides the legal authorization for the corporation to carry on business in the extra-provincial jurisdiction(s) of registration.

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6. Are there any residency or registered office requirements for extra-provincial registrations?

Every Province and Territory has different requirements for extra-provincial registrations. In most Provinces, local residents are required to act as representatives for service of legal documents upon the company. These agents are called various terms in different jurisdictions, including Attorney for Service, Agent for Service or Recognized Agent. Some jurisdictions do not require local representatives, but require a registered office address within the jurisdiction instead.

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7. Do federal corporations need to be registered extra-provincially?

Federal corporations must be registered as extra-provincial or extra-territorial corporations in each Province or Territory where they carry on business.

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8. What happens if my company name is not available for extra-provincial registration?

Every jurisdiction deals with this situation differently. In some jurisdictions, assumed legal names can be used to carry on business instead of the company name from the home jurisdiction. Other jurisdictions require that that company name be changed in the home jurisdiction prior to registration under that same name in the extra-provincial jurisdiction.

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9. Does New Business Now.com offer extra-provincial registration services throughout Canada?

New Business Now.com offers extra-provincial registrations in all Canadian Provinces other than the Province of Quebec. For our existing clients who wish to register extra-provincially in the Province of Quebec, a relevant referral can be provided to a Quebec lawyer for assistance. We can also facilitate extra-territorial registrations in the Canadian Territories using local law firms based in each Territorial jurisdiction.

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10. What are the costs and timelines for extra-provincial registration?

Please contact us for a custom quotation based on your specific requirements. The quotation will include a full breakdown of applicable costs, timelines and requirements to complete the registration(s).

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For more detailed information or to contact our office in regard to our extra-provincial registration services please click on the link below:

• Extra-Provincial Registrations

The information presented in the document above is provided for reference purposes only and is
not intended to be a substitute for the appropriate legal advice of a competent, professional lawyer.
NUANS^® and CIDREQ^MD are registered trademarks/sont des marques déposées of the
Government of Canada/ du Gouvernement du Québec respectively