What is extra-provincial registration?
Written by For Founders Law, a Toronto firm licensed by the Law Society of Ontario. About us
Short answer
Extra-provincial registration is registering a corporation in a province other than the one whose law created it, so it can carry on business there. A federal corporation operating in Ontario registers in Ontario at no fee, within 60 days after it starts carrying on business here. An Ontario corporation expanding into another province generally registers in that province under its rules.
Why do corporations register in other provinces?
Because each province regulates who carries on business within its borders. Incorporating gives a corporation existence under one law. If it carries on business in another province, that province usually requires it to register there too. This is extra-provincial registration.
Even a federal corporation, which can use its name across Canada, registers in each province where it carries on business.
How does a federal corporation register in Ontario?
It files a registration with Ontario showing when it started carrying on business here, its principal office and chief officer. According to Corporations Canada, there’s no Ontario fee, Ontario won’t accept a post-dated start date, and registration is due within 60 days after the corporation starts carrying on business in Ontario. It can be done at the same time as federal incorporation online.
A federal corporation registered in Ontario doesn’t file a separate Ontario annual return, according to Corporations Canada. It does file an Ontario notice of change, at no fee, within 15 days after its Ontario information changes, under section 4 of the Corporations Information Act.
What if my Ontario corporation expands to another province?
Check that province’s rules before you open an office or hire there. Each province sets its own registration process, fees and ongoing filings, and some require a local agent for service. Quebec, British Columbia and Alberta each have their own systems.
What counts as “carrying on business” in a province?
Each province defines it in its own law, and the definitions differ. Having an office, employees, a warehouse or property in the province usually counts. Selling online to customers there, with no physical presence, may not, but the answer depends on the province and the facts. When in doubt, ask before you hire your first remote employee in another province.
What about a company from outside Canada?
It needs more. A corporation from outside Canada that carries on business in Ontario needs an extra-provincial licence under Ontario’s Extra-Provincial Corporations Act. Ontario’s fees page lists the licence fee as $330. The corporation also appoints an agent for service in Ontario. Corporations from other Canadian provinces and federal corporations don’t need a licence in Ontario; they register under Ontario’s Corporations Information Act. Fees can change.
| Corporation | Carrying on business in Ontario | Ontario government fee |
|---|---|---|
| Ontario (OBCA) | Nothing further | None |
| Federal (CBCA) | Register in Ontario within 60 days | None |
| Another Canadian province | Register in Ontario | None |
| Outside Canada | Extra-provincial licence | $330 |
US founders sometimes set up a Canadian subsidiary instead of licensing a US company here, for tax and practical reasons. See can a non-resident be a director of an Ontario company?
Does this affect whether to incorporate federally or in Ontario?
A little. An Ontario corporation that only operates in Ontario never needs an extra-provincial registration. A federal corporation operating in Ontario always does, though it’s free. See should I incorporate federally or in Ontario? and the federal or Ontario tool.
Our incorporation work covers registering a federal corporation in Ontario. See fees.
This guide is general information about Ontario and Canadian law, not legal advice for your situation. To talk through expanding across provinces, book a free 15-minute consult.