Extra-provincial registration in Ontario

To register your Delaware or Florida corporation in Ontario, you will have to apply to register it with the Extra-Provincial Licence Form 1 Extra-Provincial Corporations Act form.

An extra–provincial domestic corporation (e.g. Alberta) without an Ontario Corporation Number wishes to operate in Ontario

If an extra–provincial domestic corporation wishes to operate in Ontario, the corporation must file an Initial Return / Notice of Change by an Extra Provincial Corporation – Form 2 under the Corporations Information Act with the Central Production and Verification Services Branch, Ministry of Government and Consumer Services. You must include a photocopy of the page or pages of the most recent articles (e.g. incorporation/ amalgamation/ amendment) or other constating documents, containing the correct name and incorporation/amalgamation date, and the names of the amalgamating corporations, filed with the jurisdiction to which the corporation is subject. Where an amendment has been filed, pages 1 and 2 of the Articles of Amendment showing both the former and amended corporation names are to accompany the Form 2.

If the Initial Return/Notice of Change, Form 2 is submitted by mail, the processing time is 25 business days. If the Initial Return/Notice of Change, Form 2 is submitted to the Information Desk in the Public Office, the Branch will process it within 48 hours provided that a cover letter is attached that outlines in detail the circumstances that require expedited service. Requests for 48–hour service and the Form 2 must be submitted and picked-up at the Public Office in Toronto.

There is no fee for filing the Initial Return/Notice of Change, Form 2.

Note: This service is not available at ServiceOntario workstations or through the private–sector Service Providers under contract with the Ministry of Government and Consumer Services, by fax, or via the Internet.

 

Extra-Provincial Registration Steps

For Canadian corporations which are not from Ontario:

 
If a Canadian corporation opens an office in Ontario it requires an extra-provincial licence. In this case, the Province of Ontario will not charge for the extra-provincial license. Canada Corporations don’t need an Ontario Nuans report. It needs to file 
 
If a corporation from another Canadian province wishes to open an office in Ontario, it must also register for an extra-provincial license.
 
And it must do the following:
 
 
  • File an “Initial Return/Notice of Change” with the Ontario MGS Companies Branch within 60 days of beginning to carry on business in Ontario or within 15 days after the change or changes take place. There is no fee for the filing of the Initial Return or Notice of Change;
 
  • Provide a copy of the corporation’s Articles of Incorporation and any amendments to the Articles to the Companies Branch;
 
  • Provide any future amendments to their Articles and updates to corporate information that it has already provided to the Companies Branch.
 
Canadian non-Ontario corporations are usually required to pay Ontario taxes. It should provide the relevant information on the corporation’s T2 Annual Return. Tax filings are the only annual Ontario filing requirements for Canadian non-Ontario corporations.
 
If a Canadian non-Ontario corporation later decides to stop carrying on business in Ontario, the corporation is required to file a notice with the Companies Branch.
 
For non-Canadian corporations:
 
Non-Canadian corporations are required to register in Ontario if they do business in Ontario. They are required to do the following:
 
  • Complete and submit two original, signed copies of the “Application for Extra-Provincial Licence;
 
  • Appoint an agent for service;
 
  • Perform (and submit) an Ontario name search report (called NUANS);
 
  • Provide original “Certificates of Status” issued by the corporation’s home governments (and signed by a properly authorized official of that government).
 
The Certificate of Status must include:
 
(a) the name of the corporation;
 
(b) the date of incorporation or amalgamation;
 
(c) the jurisdiction to which the corporation is subject (e.g. State of Delaware); and
 
(d) a statement indicating that the corporation is a valid and subsisting corporation.
 
  • If the government of the corporation’s home jurisdiction will not issue an original Certificate of Status, then the corporation is required to submit a legal opinion from a lawyer authorized to practise in that jurisdiction to confirm the corporation’s status in its home jurisdiction.
 
After an extra-provincial licence is obtained, the non-Canadian corporation holding the licence will be required to file an “Initial Return/Notice of Change” within 60 days after beginning to carry on business in Ontario (much like a domestic, non-Ontario corporation).
 
If any of that information changes, the corporation must notify and update the Companies Branch within 15 days. Key changes could include changes to a corporation’s name, changing a corporation’s home jurisdiction, changing a corporation’s agent for service, and/or changing a registered office address.
 
If a non-Canadian corporation decides to stop carrying on business in Ontario, the corporation must complete and submit several forms to the Companies Branch.

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