Extra-Provincial Registration for Corporations: The Basics of Domestic and Foreign Registrations

If you wish to operate your incorporated business outside of the jurisdiction of incorporation, or if you have a corporation which is incorporated outside of Canada which wishes to carry on business in Canada directly using a branch office, you must complete the extra-provincial corporation registration process. Below, we cover the domestic and foreign business registration processes and when registration is necessary.

Domestic Extra-Provincial Registrations

If your business is Provincially incorporated, it can carry on business in Provinces and Territories outside its home Province of incorporation; however, the corporation must be registered as an extra-provincial corporation in every other Province or Territory in which it plans to carry on business. In addition, if your business is Federally incorporated, it must be registered as an extra-provincial corporation in every Province or Territory in which it carries on business. The definition of "carrying on business" varies by jurisdiction; however, it usually includes having facilities, offices, or employees within the jurisdiction. Simply selling goods or services to customers in other Provinces or Territories may not necessarily require the need for extra-provincial registration.

Several Provinces in Canada have agreements that allow businesses incorporated in one Province to carry on business in another without additional registration. For example, if you incorporate your business in New Brunswick, you do not need to extra-provincial register your business in Nova Scotia to carry on business there (and vice-versa). The Provinces of British Columbia, Alberta and Saskatchewan also have an agreement, called the New West Partnership Trade Agreement, which provides for reduced filing fees and annual compliance for corporations incorporated in one of those Provinces that wish to carry on business in one or both of the other Provinces that are parties to the agreement.

Foreign Extra-Provincial Registrations

If your non-Canadian corporation wishes to carry on business in Canada directly using a branch office (as opposed to incorporating a domestic Canadian company for its Canadian operations), the foreign corporation must be registered as an extra-provincial corporation in every Province or Territory it plans to carry on business in. Every Provincial and Territorial jurisdiction has different definitions as to what constitutes "carrying on business," and these definitions should be reviewed before moving forward with extra-provincial registration.

Are you ready to quickly and easily take care of the extra-provincial registration process? Contact us at New Business Now.com or visit our website to view our registration options.

Articles on this blog are general in nature and are provided for informational purposes only. Use of this blog does not provide or replace individualized legal advice and does not create a solicitor-client relationship with our firm. Users who require legal advice on a particular matter should consult directly with Mr. Eric P. Cohen, Barrister & Solicitor, an Ontario lawyer or a competent lawyer in their Province or State.


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