Extra-provincial registration in Ontario applies to any corporation that was not incorporated under Ontario law but carries on business in the province. A British Columbia company opening a Toronto office, a federal corporation hiring staff in Ottawa, a Delaware company leasing a warehouse in Mississauga: each one has a filing to make in Ontario. What that filing is depends on where the corporation was incorporated.
What extra-provincial registration means
An extra-provincial corporation is a corporation incorporated somewhere other than the province it is operating in. Registering extra-provincially does not move the corporation or create a new one. It stays incorporated in its home jurisdiction, keeps its existing corporation number there, and is added to Ontario's public record as a corporation carrying on business in Ontario. Moving a corporation to a new jurisdiction of incorporation is a different process, called a continuance.
When a corporation carries on business in Ontario
Section 1(2) of Ontario's Extra-Provincial Corporations Act says an extra-provincial corporation carries on its business in Ontario if:
- it has a resident agent, representative, warehouse, office or place where it carries on its business in Ontario;
- it holds an interest in real property in Ontario, other than by way of security; or
- it otherwise carries on its business in Ontario.
The last item is open-ended, so the first two are examples rather than a complete list. Whether a particular level of activity in Ontario counts is a question of fact for each corporation.
Ontario's three classes of extra-provincial corporation
Section 2 of the Act sorts extra-provincial corporations into three classes, and the class decides what the corporation has to file.
| Class | Incorporated under | Ontario licence needed? |
|---|---|---|
| Class 1 | The laws of another Canadian province | No |
| Class 2 | Federal law (such as the CBCA) or the laws of a territory | No |
| Class 3 | The laws of a jurisdiction outside Canada | Yes |
Class 1 and 2: register with an Initial Return
Section 4(1) of the Act allows class 1 and class 2 corporations to carry on business in Ontario without a licence. They still have to register. Section 3 of the Corporations Information Act requires an extra-provincial corporation that begins to carry on business in Ontario to file an Initial Return within 60 days after it begins. There is no government fee for the Initial Return.
Federal corporations can easily overlook this step. Incorporating under the Canada Business Corporations Act lets a corporation carry on business across Canada, but it does not take the place of registering in each province where it operates. A federal corporation with its head office in Ontario registers in Ontario like any other class 2 corporation.
Class 3: a licence and an agent for service
A corporation incorporated outside Canada needs an extra-provincial licence before it carries on any of its business in Ontario (section 4(2)). The government fee for the licence is $330. Section 19 also requires a class 3 corporation to keep an agent for service in Ontario at all times: an individual aged 18 or older who is resident in Ontario, or a corporation with its head office or registered office in Ontario. Legal documents served on the agent are treated as served on the corporation.
Under section 21, a class 3 corporation that has no licence when one is required, or has no agent for service, cannot bring an action in an Ontario court in respect of any contract it made. Contraventions of the Act are also offences, with fines of up to $25,000 for a corporation and up to $2,000 for individuals, including directors and officers who authorized or permitted the offence.
Information needed to register
Ontario Regulation 182 sets out what an extra-provincial Initial Return contains. Gather this before filing:
- The corporation's exact name and its date of incorporation or amalgamation, whichever is the most recent.
- The jurisdiction it was incorporated, continued or amalgamated in.
- The address of its head or registered office in its home jurisdiction.
- The date it began activities in Ontario.
- The name and office address of its chief officer or manager in Ontario, if it has one, and the date that person took the position.
- The address of its principal office in Ontario, if it has one.
- For a corporation that must have an agent for service in Ontario, the agent's name and address.
Operating under a different name
A corporation that carries on business in Ontario under any name other than its exact corporate name registers that name under the Business Names Act. The Corporations Information Act requires the Initial Return to be filed first, before the name is registered. Section 10 of the Extra-Provincial Corporations Act also limits the names that class 1 and class 3 corporations can use in Ontario. For how name registration works, see our guide on registering a business in Ontario.
Filings after registration
Registration is not the end of the Ontario record. Section 4 of the Corporations Information Act requires a Notice of Change within 15 days after any change to the information filed, such as a new chief officer in Ontario or a new principal office address. There is no government fee for a Notice of Change.
The Ontario annual return is narrower. Under section 6(2) of Regulation 182, only Ontario corporations and licensed class 3 corporations file it. Class 1 and class 2 corporations do not file an Ontario annual return, although they still file the annual return their home jurisdiction requires, such as the federal annual return with Corporations Canada. Our guide to corporate annual returns in Canada covers those filings.
Under section 18 of the Corporations Information Act, a corporation that is in default of a required return or notice cannot maintain a proceeding in an Ontario court about the business it carries on, except with the court's leave.
Ontario corporations expanding to other provinces
The rules above are Ontario's. An Ontario corporation that starts carrying on business in Quebec, British Columbia, Alberta or any other province registers under that province's legislation, which sets its own forms, fees, deadlines and agent for service requirements. For Alberta, see our guide to Alberta extra-provincial registration. For the difference between incorporating federally and provincially in the first place, see federal vs provincial incorporation.
Getting it done
Korporex can prepare and file an extra-provincial registration for your corporation, in Ontario or in another province, from the information you provide. For Ontario corporations, the equivalent first filing is the Ontario Initial Return, due within 60 days of incorporation.
Korporex is not a law firm and this guide is general information, not legal advice. For questions about your corporation's specific situation, including whether it carries on business in Ontario, consult a lawyer or accountant.
Frequently asked questions
Does a federal corporation need to register in Ontario?+
Yes, if it carries on business in Ontario. A federal corporation is a class 2 extra-provincial corporation in Ontario. It does not need a licence, but it must file an Initial Return within 60 days after it begins carrying on business in the province.
How much does extra-provincial registration in Ontario cost?+
For corporations from other provinces and federal corporations, there is no government fee: they register by filing an Initial Return, which costs $0. A corporation incorporated outside Canada needs an extra-provincial licence, which has a $330 government fee.
What is the deadline for extra-provincial registration in Ontario?+
Section 3 of the Corporations Information Act requires the Initial Return within 60 days after the corporation begins to carry on business in Ontario. A corporation from outside Canada needs its licence before it carries on any business in Ontario.
Does an extra-provincial corporation file an annual return in Ontario?+
Only if it is a licensed class 3 corporation, meaning one incorporated outside Canada. Under Ontario Regulation 182, class 1 and class 2 corporations are exempt from the Ontario annual return, though they still report changes through a Notice of Change within 15 days.
Does a corporation from another province need an agent for service in Ontario?+
Section 19 of the Extra-Provincial Corporations Act requires an agent for service in Ontario for class 3 corporations, those incorporated outside Canada. It does not impose that requirement on class 1 or class 2 corporations.