RESOURCES

Expanding your business beyond the borders of your home province can be an exciting endeavor, presenting opportunities for growth and expansion. However, it is important to note that in Canada, each province and territory operates under its own set of corporate laws and regulations. This means that a business established in Alberta for example, must adhere to the corporate requirements of that province. If the same corporation decides to conduct operations and/or own property in Ontario, it (in most cases) must register as an extra-provincial corporation in the province of Ontario.

Extra-provincial incorporation/registration is the process by which a company registered in one Canadian province or territory seeks authorization to conduct business in another Canadian jurisdiction. This authorization aims to ensure that the applying corporation complies with the local laws and regulations governing businesses operating within that province/territory.

As our firm is based in the province in Ontario, this blog will focus on the extra-provincial incorporation process for corporations looking to expand their operations to Ontario only, as we are unable to comment on the application process of other Canadian jurisdictions (outside of Ontario).

Corporations headquartered in provinces looking to expand their operations to Ontario must initiate the extra-provincial incorporation process by submitting the relevant documentation/application. Such documentation includes (and is not limited to) the “Initial Return and Notice of Change for Extra-Provincial Federal, Domestic and Foreign Non-share Corporations”, along with paying the applicable application and registration fees. Included in the application, the applying Corporation is to provide details including (and not limited to): the registered office address, directors, and officers, industry of operation, etc.

Once approved, the corporation is assigned an Ontario Corporation Number/Business Identification Number.  The approval provides the non-Ontario corporation with the authority to conduct business and own property in Ontario. Once registered, the extra-provincial corporation must adhere to the laws of Ontario, and remain compliant with ongoing corporate requirements such as filing reports, paying taxes, etc. It is important to note that, failure for a non-Ontario corporation to register as an extra-provincial corporation in Ontario when conducting operations in the province can result in fines, legal liabilities, and other penalties.

If you have a corporation based in a Canadian justification outside of Ontario, and you would like to expand your operations to the business hub of Canada, please feel free to contact our office to help you get started on the application process. Please call our office at (905) 270-6660 or email us at info@kormans.ca.

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Daniel Kuchuk is an Associate Lawyer at Kormans LLP. You can reach Daniel here: dkuchuk@kormans.ca.

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