Extra-Provincial Registration

Extra-provincial registration in Canada refers to the process of a business entity obtaining permission to operate in a province or territory other than the one in which it was initially incorporated. In Canada, when a corporation operates outside of its home province or territory, it may be required to register as an extra-provincial corporation or an extra-territorial corporation, depending on the jurisdiction. This process ensures that businesses are accountable and comply with the local laws and regulations in the areas where they conduct business.

The requirement to extra-provincially register applies to domestic corporations (from outside the province and federal corporations), and non-Canadian businesses.

Requirement to Extra-Provincially Register

The requirement for extra-provincial registration varies from province to province. For example in Ontario the requirement is if you are "Carrying on business in Ontario" with a definition as follows:

Carrying on business in Ontario
(2) For the purposes of this Act, an extra-provincial corporation carries on its business in Ontario if,
     (a) it has a resident agent, representative, warehouse, office or place where it carries on its business in Ontario;
     (b) it holds an interest, otherwise than by way of security, in real property situate in Ontario; or
     (c) it otherwise carries on its business in Ontario. R.S.O. 1990, c. E.27, s. 1 (2).
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(3) An extra-provincial corporation does not carry on its business in Ontario by reason only that,
     (a) it takes orders for or buys or sells goods, wares and merchandise; or
     (b) offers or sells services of any type,
by use of travellers or through advertising or correspondence. R.S.O. 1990, c. E.27, s. 1 (3).

Extra-Provincial Corporations Act (Ontario)

Do Federal Corporation need to Extra-Provincially Register

Federal companies must follow the same rules as corporations from different jurisdictions when it comes to extra-provincial registration. This means that when you incorporate federally you should in most cases also complete an extra-provincial registration for the corporation you have your headquarters in and potentially other provinces also. In some cases the processes to extra-provincially register are easier for federal corporations due to integration between the federal business registry and the relevant provincial registries. Read more about extra-provincially registering federal corporations.

How to Extra-Provincially Register

The process is similar to filing incorporation paperwork.

Extra provincial registration typically has the following components:

Name registration and payment of associated fee
Filing of one time extra-provincial registration documents and paying of the one-time fee
Annual return for extra-provincial registrations and paying of annual fee
Address within the relevant jurisdiction
Agent for service, an employee working in the jurisdiction that can receive official notices, or a third party paid for this service

Paperwork is filed to the relevant business registry. For example in Ontario this would be submitted to the Ontario Business Registry.