Is Your Business Incorporated as a Federal Corporation in Canada? You Also Need Extra-Provincial and/or Extra-Territorial Registration.

Federally incorporated companies must also be registered as extra-provincial and/or extra-territorial corporations in each Province and/or Territory that they carry on business. In many cases, this registration is similar to the extra-provincial registration process required for foreign corporations that wish to carry on business in Canada using a branch office, and for Provincially and Territorially incorporated corporations that wish to carry on business outside of their home jurisdiction of incorporation. The definition of "carrying on business" varies by jurisdiction, and legal advice should be obtained in order to determine whether extra-provincial or extra-territorial registration is required in specific circumstances.

Canadian (Federal) Corporations

When you incorporated your business in Canada, you may have chosen to set up your new corporation as a federal corporation instead of a provincial or territorial corporation. In this situation, you will also need to register your business in every Province or Territory where the corporation carries on business.

Extra-Provincial/Extra-Territorial registration is a relatively simple process; however, the process varies by Province and Territory, and there are regulations that set out how quickly the corporation must register after it commences carrying on business in that jurisdiction. In addition, in many jurisdictions, a local resident must be appointed as the corporation's Attorney or Agent for Service. This individual's responsibility is to receive service of legal and government documents on behalf of the corporation within the jurisdiction of registration.

Foreign Corporations

IThe extra-provincial registration process also applies to corporations from outside of Canada that want to carry on business in Canada using a branch office without creating a separate affiliate or subsidiary corporation in Canada. For example, if your corporation is incorporated in Portugal and it wishes to open an office in Ontario without incorporating a new Ontario corporation, it would need to be registered as an extra-provincial corporation in the Province of Ontario.

Provincial/Territorial Corporations Carrying on Business Outside their Jurisdiction of Incorporation

Just as with federal corporations, if your corporation is Provincially or Territorially incorporated and it wants to carry on business in several Provinces, it will likely need to register as an extra-provincial corporation in each Province of operation. There are certain exceptions, whereby certain Provinces exempt corporations incorporated in certain other Provinces from some or all of the extra-provincial registration requirements. For example, Nova Scotia corporations are exempt from extra-provincial registration requirements in the Province of New Brunswick, and New Brunswick corporations are exempt from these requirements in Nova Scotia. In addition, the Provinces of British Columbia, Alberta, Saskatchewan and Manitoba have entered into the New West Partnership Trade Agreement which waives certain extra-provincial requirements for companies incorporated in one of these Provinces that wish to carry on business in one or more of the other Provinces covered by this agreement

At New Business Now.com, we make the extra-provincial registration process simple and efficient for both Canadian and non-Canadian corporations. Contact us now with any questions or for more information about our registration packages.