Extra-provincial registration: operate in another province

When extra-provincial registration is required

A corporation exists under the law of the jurisdiction that incorporated it. When it opens an office, hires staff, holds property or regularly serves clients in another province or territory, that second jurisdiction generally expects it to register there as an extra-provincial (or extra-territorial) corporation. What counts as carrying on business is defined by each province's statute, and the definitions are not identical.

Federal incorporation does not change this. It protects the corporate name across Canada, but the corporation still registers in the provinces where it operates: Yes, in each province and territory where it conducts businesssource. For some provinces, the registration forms are completed during the federal incorporation itself: Ontario, Nova Scotia, Newfoundland and Labradorsource.

Ontario works differently from most provinces. A corporation from another province or a federal corporation needs no licence there, but it still files an initial return: Initial return within 60 days after starting business in Ontariosource. Only a corporation formed outside Canada needs an extra-provincial licence.

Registering in a second province does not create a second corporation. The corporation keeps one set of Articles of incorporationArticles of incorporationDocument filed with the registry setting the name, share capital, number of directors and restrictions.See definition →, one minute bookminute bookOfficial record holding a corporation’s articles, by-laws, resolutions and registers.See definition → and one corporate tax return. The extra-provincial registration adds a public file in the other province, with its own address, local representative and annual filing. Payroll, sales tax and workers' compensation accounts in that province are separate registrations again, handled with the tax authorities and the province's own agencies.

Attorney or agent for service

Several provinces want a local person who can receive legal documents on behalf of an outside corporation. Depending on the statute, that person is called an attorney, an agent for serviceagent for servicePerson or firm designated to receive legal documents for the corporation in a province.See definition → or a recognized agent; in Quebec, it is the fondé de pouvoir. The requirement often disappears when the corporation has an establishment or a resident director or officer in the province.

• Quebec: A legal person with no domicile or establishment in Québec must designate a Québec-resident attorney (fondé de pouvoir), unless exemptedsource.
• British Columbia: Extraprovincial company: attorney (B.C. resident individual or a company) unless head office in B.C.source.
• Ontario: Required for class 3 (non-Canadian) extra-provincial corporations: Ontario-resident individual (18+) or Ontario corporationsource.
• Saskatchewan: Power of attorney unless a director/officer resides in Saskatchewansource.
• Manitoba: Required if no director/officer resides in Manitoba; $40source.
• New Brunswick: Required for outside businesses carrying on business in NBsource.
• Nova Scotia: Recognized agent living in Nova Scotia requiredsource.
• Newfoundland and Labrador: Extra-provincial company must appoint a resident attorneysource.
• Yukon: Required for extra-territorial corporations: attorney for service with a Yukon addresssource.

The attorney's name and address become part of the corporation's public file in that province, and legal proceedings served on the attorney count as served on the corporation. That is why the role usually goes to someone reliable who stays reachable at a stable address: an employee, a director living in the province, a law firm or a professional agent.

Government fees and annual filings (sourced)

Extra-provincial registration has two costs: the initial registration fee and, in most provinces, an annual return or renewal for as long as the corporation stays registered. Federally, the fee is not set centrally: Varies by province or territorysource. The amounts below are sourced and dated; the fee for any other jurisdiction appears in your quote before you pay.

Some neighbours exempt each other. New Brunswick: Nova Scotia corporations exempt since April 1, 1994source. Nova Scotia: NB-incorporated and registered corporations need not register in NSsource. Missing an annual filing in a province where the corporation is registered can lead that province to cancel the registration, even if the corporation remains in good standing at home.

New West Partnership provinces

British Columbia, Alberta, Saskatchewan and Manitoba belong to the New West Partnership Trade Agreement. Among other things, the agreement makes it cheaper and simpler for a corporation from one of these four provinces to register in the other three. The relief applies to corporations incorporated in a partner province, not to federal corporations or to corporations from other provinces.

• Alberta, for a corporation from BC, Saskatchewan or Manitoba: Free to register and updatesource. Annual return: Not required for BC/MB/SK corporationssource.
• British Columbia, for a corporation from Alberta, Saskatchewan or Manitoba: No filing fees except name request/reservationsource.
• Saskatchewan, for a corporation from Alberta, BC or Manitoba: Free; no annual returnsource.
• Manitoba, for a corporation from BC, Alberta or Saskatchewan: No fee (name reservation $45)source. Annual return: Home jurisdiction onlysource.

The registration itself is still required: the agreement removes or reduces fees and filings, not the obligation to appear in the other province's register. Name rules and the need for a local attorney or agent still apply, according to each province's statute.

How we file for you

1. 1Where you operateYou tell us the corporation's jurisdiction and the provinces where it operates or plans to. The questionnaire shows which registrations generally apply and their deadlines.
2. 2Name and local representativeWe check that the name can be used in the province, and flag when an attorney, an agent for service or a fondé de pouvoir is required. Depending on the province, we can put you in touch with a partner provider.
3. 3Registration prepared and reviewedWe prepare the registration from your answers. You review it before filing.
4. 4Filing and feesWe file with the province's registry and pay the government fee on the corporation's behalf.
5. 5Annual filings trackedEach registration appears in your account, with reminders for the annual filings it creates.

The registration covers the corporate side only. Provincial sales tax, payroll and workers' compensation registrations in the new province are separate; Incorpo lists the ones that commonly apply so you can raise them with your accountant. Incorpo does not give legal or tax advice on whether a given activity requires registration.