What Is Extra-Provincial Corporation Registration in Ontario?

Extra-provincial registration in Ontario is the filing a corporation incorporated outside Ontario makes before or soon after it starts carrying on business in the province. What you file depends on where the corporation was incorporated. Federal and other-province corporations need no licence. They file a free Initial Return within 60 days of starting business in Ontario. Corporations from outside Canada need an Extra-Provincial Licence ($330) before they start, and must also appoint an Ontario agent for service and get an Ontario-biased NUANS report. The rest of this guide covers each case, the ongoing obligations and how to file through the Ontario Business Registry.

Ontario extra-provincial registration at a glance

Want it handled for you? See our Ontario extra-provincial registration service.

The law: the Extra-Provincial Corporations Act

Ontario's Extra-Provincial Corporations Act (EPCA) applies to any corporation incorporated or continued under a law other than an Ontario statute. It sorts these corporations into three classes (s. 2):

• Class 1: corporations incorporated or continued under the law of another Canadian province.
• Class 2: corporations incorporated or continued under federal law (for example the Canada Business Corporations Act) or under the law of a territory.
• Class 3: corporations incorporated or continued under the law of a jurisdiction outside Canada.

Under s. 4, Class 1 and Class 2 corporations may carry on business in Ontario without a licence. They are still bound by the Corporations Information Act (CIA), which requires the Initial Return. A Class 3 corporation must not carry on any of its business in Ontario without a licence.

When is extra-provincial registration required?

Registration is triggered when the corporation carries on business in Ontario. Under EPCA s. 1(2), that happens if the corporation:

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

Section 1(3) sets out what does not count on its own: taking orders for, buying or selling goods, or offering or selling services, through travellers, advertising or correspondence. A company that opens an Ontario office or hires an Ontario sales representative usually is carrying on business. One that only ships to customers it reached online usually is not.

Federal corporations in Ontario

A federal (CBCA) corporation is incorporated for all of Canada, but it still has to register in each province where it carries on business. In Ontario that is simple:

• No extra-provincial licence and no Ontario agent for service.
• Initial Return (Form 2) within 60 days of the day it begins carrying on business in Ontario. Ontario does not accept registrations with a post-dated start date, so file once business has actually begun.
• No government fee.
• No Ontario annual return. Corporations Canada says federal corporations "do not have to file annual returns with the Government of Ontario". You keep filing the federal annual return with Corporations Canada.

Joint registration: if you incorporate federally online, Corporations Canada lets you register in Ontario, Nova Scotia and Newfoundland and Labrador at the same time, using information from your federal filing. This is the easiest route if you already know you will operate in Ontario. See our guide to federal incorporation.

If the corporation will operate in Ontario under a name other than its legal name, that operating name must also be registered under Ontario's Business Names Act.

Corporations from another province

Bringing a corporation from BC, Alberta, Quebec or any other province into Ontario follows the same light path as a federal corporation:

• No licence, no Ontario agent for service and no NUANS report.
• File the Initial Return within 60 days of starting to carry on business in Ontario. The fee is $0, and online filings take about 2 business days.
• No Ontario annual return. Annual filings stay with your home registry.

One difference: under EPCA s. 10, Class 1 (and Class 3) corporations must not use a name in Ontario that is prohibited or likely to deceive because it is the same as, or similar to, a known name. Federal corporations already went through a Canada-wide name review. If your provincial name clashes with an existing Ontario business, you may need to operate under a different registered business name.

Registering doesn't create a new company. The corporation stays governed by its home law. For an Ontario corporation instead, see our guide to incorporating in Ontario.

Foreign corporations: the Extra-Provincial Licence

A corporation incorporated outside Canada, such as a Delaware corporation, a UK limited company or a Hong Kong company, is Class 3. It needs an Extra-Provincial Licence before it carries on any business in Ontario.

What a foreign corporation files

1. Ontario-biased NUANS report. The name search must be weighted to Ontario, comes from a private name-search company, and cannot be dated more than 90 days before the application is submitted. A foreign corporation is licensed under its corporate name. Ontario will not license a name identical to a corporate name already in use in the province. See our Ontario NUANS guide or order an Ontario NUANS.
2. Application for Extra-Provincial Licence. The government fee is $330. Ontario's service standard is 5 business days online and 10 by mail.
3. Appointment of Agent for Service. See the next section.
4. Initial Return under the CIA within 60 days of starting business in Ontario ($0).

Any other business name the corporation wants to use in Ontario is registered separately under the Business Names Act.

Agent for service in Ontario

EPCA s. 19 requires every Class 3 corporation carrying on business in Ontario to keep an agent for service appointed at all times. The agent must be either:

• an individual aged 18 or older who is resident in Ontario; or
• a corporation with its head office or registered office in Ontario.

Service on the agent counts as service on the corporation, so choose someone reliable. File a revised appointment whenever the agent or their address changes.

Consequences of operating without a licence

• A Class 3 corporation without a required licence, or without an agent for service, cannot bring an action in an Ontario court on a contract it made, until the default is corrected (EPCA s. 21).
• Breaching the Act is an offence. Fines can reach $25,000 for a corporation and $2,000 for an individual. Directors, officers and Ontario representatives who allowed the offence can also be fined (s. 20).

Changes, inactivity and termination

• A licensed corporation applies for an amended licence when, for example, it changes its name ($150).
• If a Class 3 corporation hasn't carried on business in Ontario for two consecutive years, it must apply to terminate its licence. If it doesn't, the Director may cancel it (s. 12(2)).
• Termination of a licence is free online.

Ongoing obligations by type

All extra-provincial corporations

• Notice of Change within 15 days of any change to the information on file, such as a new Ontario address or a new chief officer in Ontario (CIA s. 4). The fee is $0.

Federal and other-province corporations

• No Ontario annual return. Federal corporations file their annual return with Corporations Canada within 60 days after each anniversary. Provincial corporations file with their home registry.

Foreign (Class 3) corporations

• Annual return every year through the Ontario Business Registry (fee $0). Ontario's current guidance gives the deadline as within six months of the fiscal year-end.
• Keep the agent for service appointment current.
• Apply for an amended licence when required, and terminate the licence when you leave Ontario.

Need help with a filing? We handle annual returns and notices of change. See also our annual return guide.

How to file in the Ontario Business Registry

Extra-provincial filings are made in the Ontario Business Registry (OBR). You can file online yourself or through an intermediary, such as a lawyer, an accountant or a service provider like OpenCompany. Mail filings take longer. Once registered, the corporation is given an Ontario Corporation Number and a company key, which it needs for every later OBR filing, so store the company key safely.

For the Initial Return, have these ready:

• the corporation's exact legal name, home jurisdiction, corporation number and date of incorporation;
• the date it began carrying on business in Ontario;
• its head or registered office address and its principal office in Ontario, if any;
• the name and address of its chief officer or manager in Ontario, if any;
• its language preference and the name and title of the person authorizing the filing;
• an official email address for registry notices.

Registration vs. licence: the Initial Return is an information filing. A Canadian corporation already has the right to do business in Ontario and just tells the province it's there. A licence is a permission that a foreign corporation needs before it can operate at all.

Expanding to other provinces too? Our Canada-wide extra-provincial registration guide compares the rules in each province, or browse all extra-provincial registration services.