Registering a Foreign Corporation to operate in Ontario gives corporations the opportunity to expand their business into Canada. This article gives an overview of the steps that need to be taken as a Foreign corporation (that is, a corporation outside of Canada) and things to consider once licensed.
Suppose a corporation outside of Canada (a Foreign corporation) would like to start operating in Ontario. In that case, it must obtain a licence for the corporation under the Extra-Provincial Corporations Act (EPCA) before commencing any business in the province.
Before foreign corporations can apply to operate in Ontario, they’ll need to ensure they have the following:
- A Certificate of Good Standing from the home jurisdiction of the applying corporation. If the home jurisdiction does not provide this, a legal opinion from a licensed lawyer will be required to operate in their home jurisdiction.
- A Primary Place of Business in Ontario. This address can not be a P.O. Box and must be within Ontario. If the corporation does not have an address yet, consideration can be given to “Virtual Offices”, where an office address can be rented for a fee (fees and services offered vary). Once the corporation obtains a new address, it will need to file a “Notice of Change” to notify the government of its new address.
- A signed Directors’ Resolution of the applying corporation approving the application to operate in Ontario. The date that this resolution was made effective will be required on the application.
- An Ontario NUANS Name Search Report of the Corporation’s name, which needs to be exactly as it appears on the Corporation’s Certificate of Incorporation or Amalgamation in their home jurisdiction (if there is already a corporation in Ontario with the exact same name, further steps will need to be taken).
- Decide on who the Agent for Service will be within Ontario. All foreign business corporations in Ontario are required to have an Agent for Service. An Agent for Service must be someone 18 years or older who is a resident of Ontario or a corporation (other than the applicant) with a registered head office within Ontario.
- A signed and completed “Appointment of Agent for Service” form.
Once the above has been gathered, the EPCA application for a Licence for an Extra-Provincial Corporation form can be completed and submitted. The form will require further information, such as the principal place of business in Ontario, primary activity, etc.
Once the application is approved, a confirmation will be sent to the Main Contact on the application via email.
Things to Consider Once a Licence Has Been Obtained
Filing Requirements with Ontario Ministry of Government and Consumer Services
Once licenced, the foreign corporation will need to file an Initial Return within 60 days of the licence being issued.
Going forward, the foreign corporation must file an Annual Return every year in order to remain compliant. On top of this, they are responsible for filing a Notice of Change to notify the government of any changes to the information on file within 15 days of the change coming into effect (such as a change in their primary place of business in Ontario).
Taxes
Once a licence has been obtained, foreign corporations in Ontario may be subject to taxation that they will need to comply with. Hiring an Accountant within Ontario is a great way to ensure that the corporation remains compliant with the CRA and registers for any necessary tax accounts.
Other Considerations
Depending on the business that the foreign corporation plans to carry out, they may need to consider other actions such as:
- Registering a Business Name (what we refer to as a “Doing Business As” name)
- Registering with the WSIB (possibly required if hiring employees)
- Opening a Canadian bank account
- Obtain any other required business documents
- And more
Check out our article called “10 Things to Consider After Forming an Ontario Corporation” , which has tips that could carry over to newly licensed Foreign corporations in Ontario, as well.
We hope this article gives you a better understanding of how a foreign corporation can begin operating in Ontario. If you have any questions, please don’t hesitate to contact us here.
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