Extra-Provincial Registration in Ontario for Canadian Corporations

Thinking about expanding your business into Ontario? This article talks about how Canadian corporations incorporated in jurisdictions other than Ontario can register their company so that they can expand their business into Ontario.

What is an Extra-Provincial Corporation?

An Extra-Provincial corporation is a corporation that is located in one jurisdiction, but carries on business in another jurisdiction. In the Canadian jurisdictions outside of their home jurisdiction they are considered an Extra-Provincial corporation and need to abide by the rules and regulations of those jurisdictions on top of their home jurisdiction. You can read more about what Extra-Provincial registration means here. 

In Ontario, there are three Classes of Extra-Provincial Corporations, as defined by the Extra-Provincial Corporations Act (Ontario):

Class 1. Corporations incorporated or continued by or under the authority of an Act of a legislature of a province of Canada.

Class 2. Corporations incorporated or continued by or under the authority of an Act of the Parliament of Canada or of the legislature of a territory of Canada.

Class 3. Corporations incorporated or continued under the laws of a jurisdiction outside of Canada.

This article does not touch on Class 3 Extra-Provincial Corporations, however, if you have a foreign corporation, and this is something you want to learn more about, you can check out this article: An Overview of How Foreign Corporations Can Obtain a Licence to Operate in Ontario.

The Definition of “Carrying on Business”

Some corporations may be unsure if the business that they would like to do within Ontario counts as “carrying on business”. Below is the definition of “Carrying on business in Ontario” as defined by the Extra-Provincial Corporations Act (Ontario):

Carrying on business in Ontario

(2) For the purposes of this Act, an Extra-Provincial corporation carries on its business in Ontario if,

1.  it has a resident agent, representative, warehouse, office or place where it carries on its business in Ontario;
2.  it holds an interest, otherwise than by way of security, in real property situate in Ontario; or
3. it otherwise carries on its business in Ontario.  R.S.O. 1990, c. E.27, s. 1 (2)

Understanding whether or not your Corporation will be carrying on business in Ontario is an important first step in determining whether or not you will need to register your company as an Extra-Provincial corporation. 

How to Register your Business as an Extra-Provincial Corporation in Ontario

Luckily, the steps to register a Canadian corporation as an Extra-Provincial corporation in Ontario are relatively simple—and much more affordable—than many other provinces. 

Within 60 days of a corporation carrying on business in Ontario it must file an Initial Return under the Corporations Information Act (“CIA”). The Initial Return is a form that can be found on the Ministry’s website, or alternatively, it can be filed directly through the Ontario Business Registry. 

The information required for the Initial Return filing is as follows:

1. Contact information: This is the contact information for the person making the filing;
2. The date that the corporation was formed: This will either be the incorporation or amalgamation date. You can find this information on the Certificate of Incorporation or Certificate of Amalgamation for the corporation. 
3. The full legal name of the corporation: This will also be found on the Certificate of Incorporation, or possibly the Certificate of Amendment (if the corporation changed its name since incorporation). 
4. The governing jurisdiction of the corporation: This will either be Federal or another province or territory. 
5. Incorporating documents and/or amendment documents (if applicable): This will need to be attached to the application and needs to be issued by an official or public body of the governing jurisdiction;
6. The date the corporation began carrying on business in Ontario: If it hasn’t started carrying on business in Ontario yet, you could put the date that you are filling out the form. 
7. The primary business activity of the Corporation: This must be chosen from the North American Industry Classification System (NAICS). You must include the NAICS code that best describes the primary business activity of the business. It can sometimes feel challenging to choose a code that perfectly describes your business activity. It does not need to be perfect, it just needs to give them a general sense of the activity that the corporation is carrying out. It also does not limit the corporation to that one business activity.  
8. The official email address of the corporation: This will be the primary point of contact for the Ontario Business Registry, so it is important to choose an email address that is looked at regularly. 
9. The registered or head office address of the corporation: This will be the address in the corporation’s home jurisdiction.
10. The principal place of business in Ontario: If the corporation has an address in Ontario, then it must provide that address. Not all corporations registered in Ontario as Extra-Provincial corporations will have an address in Ontario.
11. The Chief officer or Manager in Ontario: If the corporation appointed a Chief Officer or Manager for their Ontario operations, they can provide this information here—but it is not required.
12. The name and title of the person certifying the Initial Return filing: This can either be a director, officer, or an individual who has been authorized by the directors of the corporation to verify the Initial Return and who has knowledge of the affairs of the corporation.

When does the Initial Return form need to be submitted?

The Initial Return needs to be submitted no later than 60 days after a corporation has started to carry on business in Ontario. It’s best to submit this form as soon as you can, so that it does not get forgotten about. 

What happens when the Initial Return form is submitted?

Once the Initial Form is submitted and approved, the corporation will receive a confirmation that the Initial Return has been processed, along with an Ontario Corporation Number (OCN) for the corporation. 

The corporation will also receive an Ontario Company Key, which should be kept in a safe place and treated as a password for the corporation to access the Ontario Business Registry. If the corporation stores its records on the Tobuso Platform, there is a folder for passwords like this, and it is only viewable to the individuals that are set up as “Entity Leads” on the platform. This means you can give “Viewing Access” only to certain people and can rest assured that they won’t be able to access any company keys or passwords. 

How much does it cost to submit an Initial Return filing?

If you submit the initial return filing directly through the Ontario Business Registry there is no fee. Alternatively, you can seek assistance from a third party provider to submit this form. Fees from service providers will vary. 

What if I have a Federal corporation, but we are located in Ontario? Do we need to be registered in Ontario, as well?

Yes. All Federal corporations need to be registered as an Extra-Provincial corporation in whichever province or territory that their head office is located. This means that if you are in Ontario, and form a federal corporation, you must also register that corporation to carry on business in Ontario as an Extra-Provincial corporation. 

We hope this article gave you a better understanding of how to register a Canadian corporation as an Extra-Provincial corporation in Ontario. If you have any questions, or need assistance in filing your corporation’s initial return, please don’t hesitate to contact us. 

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