EXTRA-PROVINCIAL REGISTRATION - When is it Required?

Contact Neufeld Legal PC for your incorporation legal work at 403-400-4092 / 905-616-8864 or Chris@NeufeldLegal.com

Extra-provincial registration is the legal process that allows a corporation, which was incorporated in one jurisdiction, to legally operate and conduct business in another jurisdiction outside of its home jurisdiction. As such, where a corporation is incorporated in one province, territory, or federally, it must register as an "extra-provincial corporation" in any other province or territory where it intends to carry on business.

• Legal Authorization: Extra-provincial registration grants the corporation the legal authority to conduct business, enter into contracts, and be recognized as a legal entity in the new province or territory.

• Compliance and Transparency: Extra-provincial registration ensures the corporation complies with the local laws and allows the local government to maintain a public record of companies operating within its jurisdiction.

• Not a New Entity: The registration does not create a new, separate legal entity. The extra-provincial corporation remains the same legal entity that was established in its home jurisdiction.

• Agent for Service: A key requirement in most provinces is the appointment of a local representative (sometimes called an Agent for Service or Attorney for Service) who is legally authorized to receive official notices and legal documents on behalf of the corporation.

Extra-provincial registration is generally required when a corporation is "carrying on business" in a province or territory other than its home jurisdiction. The exact definition of "carrying on business" can vary slightly between provinces, but it generally involves a substantive connection to the new jurisdiction. You will typically need to register if you are:

A. A Provincially Incorporated Corporation

• If your company was incorporated in Province A, and you want to open an office, hire employees, or conduct substantial business activities in Province B, you must extra-provincially register in Province B.

B. A Federal Corporation

• A corporation incorporated under the federal Canada Business Corporations Act must still register as an extra-provincial corporation in each province or territory where it intends to carry on business. Federal incorporation alone does not automatically grant the right to operate in every jurisdiction.

C. A Foreign Corporation (Outside of Canada)

• A company incorporated outside of Canada that wants to establish a branch or conduct business within a Canadian province or territory must register as a foreign extra-provincial corporation in that jurisdiction.

While the precise legal definition is specific to each province's corporate legislation, common activities that often trigger the registration requirement include:

• Physical Presence: Having an office, warehouse, factory, or other fixed place of business.

• Local Representation: Having a resident agent, representative, or employee who has general authority to contract on behalf of the corporation in the province.

• Advertising: Listing the company's name and a local telephone number or address in an advertisement or telephone directory for the province.

• Owning Real Property: Owning land or real estate (other than by way of security) in the province.

• Licensing: Being licensed or required to be licensed under any other provincial act to carry on business.

So if you are looking to incorporate a new corporation or deal with the corporate legalities impacting your company, contact us at 403-400-4092 [Alberta], 905-616-8864 [Ontario] or via email at Chris@NeufeldLegal.com.