Extra-Provincial Registration for a Canadian Corporation: A Comprehensive Guide

Extra-provincial registration is the filing a corporation makes to carry on business in a Canadian province or territory other than the one where it was incorporated. A federal corporation must do it too, because federal incorporation does not register you in any province. You generally register in each province where you carry on business, meaning an office, staff, a representative or property there, not just sales by mail or online. Fees range from $0 in Ontario for Canadian corporations to $350 in British Columbia. BC, Alberta, Saskatchewan and Manitoba corporations get a simplified process in each other's provinces. Registration does not create a new company. The same corporation is simply recognized in one more province.

Extra-provincial registration by province

Fees are government fees only and change from time to time. Follow the source links at the end. To have us file for you, choose your province on our extra-provincial registration page.

What "carrying on business" means

There is no national definition and no statutory test called "permanent presence". Each province defines carrying on business in its own law. Ontario's Extra-Provincial Corporations Act is a typical example. A corporation carries on business in Ontario if it:

• has a resident agent, representative, warehouse, office or place of business there;
• holds an interest in real property there, other than as security; or
• otherwise carries on its business there.

Ontario also says that taking orders, or selling goods or services, through travellers, advertising or correspondence does not count by itself. Other provinces use similar ideas. Common triggers include:

• opening an office, store or warehouse in the province;
• hiring employees or appointing a local representative there;
• owning or leasing real estate used in the business;

If you only sell online to customers in another province and have nobody and nothing there, you may not need to register. Check the specific statute, or get legal advice when the facts are close.

Federal corporations still need to register

A corporation incorporated under the Canada Business Corporations Act can do business anywhere in Canada and has name protection nationally. It still has to register in each province where it carries on business, including its home province. The easy part:

• When you incorporate federally online, Corporations Canada can register you in Ontario, Nova Scotia and Newfoundland and Labrador at the same time.
• In Ontario a federal corporation files only a free Initial Return and no Ontario annual returns.

See our federal incorporation guide for how this fits into incorporating.

The New West Partnership shortcut

Under the New West Partnership Trade Agreement, corporations from British Columbia, Alberta, Saskatchewan and Manitoba register in the other member provinces through a simplified process. According to BC Registries, a member-province corporation:

• doesn't have to file annual reports in the other member provinces;
• must have an attorney to represent it in each province where it does business, who receives notices and filing confirmations there; and
• still has to complete registration in BC within 2 months of starting business there.

If a BC corporation expands to Alberta, or an Alberta corporation to Saskatchewan, check the New West Partnership route before you file a standard extra-provincial registration.

Other exemptions to know

• New Brunswick to Nova Scotia: a corporation incorporated in New Brunswick doesn't have to register in Nova Scotia.
• Other-province corporations in Nova Scotia register and renew at no cost. Federal and foreign corporations pay.
• Canadian corporations in Ontario need no licence. Only corporations from outside Canada do.

How to register extra-provincially

Step 1: Confirm you're carrying on business there

Use the target province's definition, as described above. Note the date business started, because several provinces count deadlines from that day: 60 days in Ontario and 2 months in BC.

Step 2: Check the name

Your corporate name must be usable in the new province. Name requirements vary:

• Alberta requires an Alberta NUANS report, and Saskatchewan a Saskatchewan name reservation, unless you register under an assumed or numbered name.
• Ontario requires an Ontario-biased NUANS only for non-Canadian corporations.
• If your name conflicts with a local business, some provinces let you register under an assumed name for use in that province.

Need a report? See our NUANS name search services.

Step 3: Appoint an agent or attorney for service, where required

Most provinces require an agent or attorney for service: a local person or firm who can receive legal documents for you. You usually don't need a registered office in the new province. For example:

• Nova Scotia requires a recognized agent who lives in Nova Scotia.
• New Brunswick charges $50 to appoint an attorney for service.
• Ontario requires an agent only for corporations from outside Canada.

Step 4: File the registration

You'll typically provide:

• the corporation's legal name, home jurisdiction, corporation number and date of incorporation;
• head or registered office address;
• directors' and sometimes officers' names and addresses;
• the agent or attorney's details;
• in some provinces, a certificate of status from the home registry. See our certificate of status guide.

Most registries accept online filings. In Alberta you file through a registry agent or authorized service provider.

Step 5: Stay compliant

• Annual filings: some provinces require an extra-provincial annual return, such as New Brunswick ($200 e-filed), Saskatchewan and a Nova Scotia renewal. Others don't, such as Ontario for Canadian corporations, and New West Partnership corporations are exempt within the partnership.
• Changes: report changes to directors, addresses and the agent within each province's deadline. Ontario, for example, allows 15 days.
• Home registry: keep your home annual returns current. A corporation that falls out of good standing at home can run into problems in every province where it's registered. See our annual return guide.

What happens if you don't register

• You may be unable to sue. In Ontario, for example, an unlicensed foreign corporation cannot bring court proceedings on its contracts until it fixes the default. Other provinces have similar rules for unregistered corporations.
• Fines. Ontario's EPCA sets fines of up to $25,000 for a corporation, and directors and officers can also be fined.
• Practical problems. Banks, landlords and government buyers often check for local registration.

Extra-provincial registration vs. a new corporation

Instead of registering, you could incorporate a separate subsidiary in the new province. Extra-provincial registration is cheaper and simpler: one company, one set of books, one tax return. A subsidiary keeps the liabilities of the new operation separate. The choice usually comes down to liability and tax, so talk to your accountant. To incorporate in a new province instead, see our guides to Ontario, BC and Alberta.