So, you’ve incorporated, and business is booming in your home province. Time to look at expansion? Building a customer base in another province? What’s next?
Ontario Corporations
Incorporating as an Ontario Corporation under the Ontario Business Corporations Act provides the right to carry on business in Ontario, but what happens when that business expands into other Provinces or Territories?
If a corporation carries on business in a province other than its home jurisdiction, it may need to Extra-Provincially register in that province.
Carrying on business may seem like a broad concept and each province takes a slightly different approach to what it means to carry on business. It is not just a matter of having a single out-of-province customer.
Provinces and Territories typically look at the following factors within their jurisdiction:
- Having an office, warehouse or place of business
- Having employees or agents
- Targeted marketing
- Having a telephone number
Once it is determined that Extra-Provincial registration is required, the Corporation must follow the process for registration within that jurisdiction. Typically, this involves the following steps:
- Appointing an Agent or Attorney for Service – Corporations must name and register a resident within the jurisdiction that is authorized to act as the local representative and receive legal documents or notices on behalf of the Corporation. This may be the employee of the Corporation that resides in the jurisdiction, or as often is the case, the lawyer within the jurisdiction that assists with the registration.
- Reserving a Name – Named provincial corporations will be required to conduct a specific, provincially weighted, NUANs name search to ensure that their name is available within the province. If the name conflicts with an existing name in that jurisdiction, the Corporation may need to assume a name. This could result in the Corporation operating under one name in Ontario and a different name in Alberta for example.
- Complete Registration Documents – Similar to the requirements in Ontario, the Corporation will be required to provide existing incorporation documents, details of business activities, and its Directors and Officers.
- Maintenance – Now that registration is complete it is important to ensure that the information is up-to-date and accurate. The Corporation will now be required to complete annual information returns in its home province and its newly extra-provincially registered province or territory. This also means that any changes to registered address, officers or directors must be updated across all jurisdictions.
Federal Corporations
A Federal Corporation, incorporated under the Canada Business Corporations Act, has the right to carry on business anywhere in Canada, however this does not exempt them from the registration process above in the provinces in which they operate.
A Federal Corporation must Extra-Provincially Register in each of the provinces in which it operates, or carries on business, including it’s home province (where its head office is located).
One benefit of a Federal Corporation is the nation-wide name reservation. This means that when Extra-Provincially registering, the Federal Corporation will not need to re-reserve its name within that province or complete the provincial NUANs search above.
More information? We’re here to help – business@wardlegal.ca This WARDS LAWYERS PC publication is for general information only. It is not legal advice, nor is it intended to be. Specific or more information may be necessary before advice could be provided for your particular circumstances.