Extra Provincial Registrations in Ontario

We offer a variety of resources to assist you with the process of extra-provincial registrations in Ontario.

Extra-provincial registrations are generally required if a corporation carries on business outside of its home Province of incorporation. Federally incorporated companies in Canada do not have a home Provincial jurisdiction, and therefore they must be registered as an extra-provincial corporation in each Province that they carry on business.

Also known as branch office registrations, extra-provincial registrations are required by corporations in all of the following circumstances:

  • Provincial Corporations – Corporations planning to carry on business in any Province other than their home jurisdiction are required to complete extra-provincial registration pursuant to provincial legislation.*
  • Federal (Canada) Corporations – In addition to having the constitutional right to engage in business operations within any Canadian province or territory, all federally incorporated businesses must register as extra-provincial corporations to carry on business within their jurisdictions.
  • Foreign Corporations - Any foreign corporation wishing to carry on business using a branch office in Canada (as opposed to a subsidiary corporation), must complete extra-provincial registrations in each Province where they plan to conduct business.

Eric P. Cohen, Barrister & Solicitor, an Ontario lawyer, offers extra-provincial business registrations throughout Canada. We offer a variety of resources to assist you with the process of extra-provincial registrations and other business incorporation requirements in Canada. If you have questions about this process or would like to get started, contact us today.

*The provinces of Nova Scotia and New Brunswick waive extra-provincial registration requirements for corporations incorporated in Nova Scotia and New Brunswick which also carry on business in the other province. Pursuant to the New West Partnership Trade Agreement, the provinces of British Columbia, Alberta, Saskatchewan and Manitoba waive extra-provincial registration filing fees for corporations incorporated in British Columbia, Alberta, Saskatchewan and Manitoba which also carry on business in one or more of the other provinces.

Extra-Provincial & Extra-Territorial Registration FAQs

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. *For ease of reference, the term “extra-provincial registration” is used throughout the remainder of this FAQ to refer to both extra-provincial and extra-territorial registrations.

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 affiliate legal entity
  • Federal corporations that carry on business in specific Provinces/Territories
  • Provincially incorporated corporations that carry on business outside of their Province/Territory of incorporation.

What constitutes "carrying on business"?

“Carrying on busines0”s 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.

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

Business 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.

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.

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.

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.

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.

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.

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).

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.

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