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.

Restrictions Respecting Names

There are some restrictions respecting names under the Business Names Act in Ontario, as outlined in the following:

Ontario Regulation 122/91: Restrictions Respecting Names

Consolidation Period: From June 1, 2005 to the e-Laws currency date.

Last amendment: O.Reg. 247/05.

This is the English version of a bilingual regulation.

General

1. The first character of a name shown in a registration must be a letter of the Roman alphabet or an Arabic numeral. O. Reg. 122/91, s. 1.

2. (1) For the purposes of subsection 4 (3) of the Act, the following are prescribed as the punctuation marks and other marks that may form part of a registered name:

! ” # $ % & ’ ( ) * + , – . / : ; > = < ? [ ] \ ^ ` ´ ¸ @

O. Reg. 122/91, s. 2 (1); O. Reg. 247/05, s. 1 (1).

(2) A name shown in a registration must not consist only or primarily of a combination of punctuation marks and other marks. O. Reg. 122/91, s. 2 (2).

(3) A name shall be set out in a registration with only one space between each word. O. Reg. 247/05, s. 1 (2).

3. If the name contains characters from an alphabet other than the Roman alphabet, the name shown in the registration must consist of a translation of the name into a language which contains only letters from the Roman alphabet. O. Reg. 122/91, s. 3.

Prohibited Usage

4. (1) A name shown in a registration must not include, in any language, a word or expression that is contrary to public policy, including a word or expression that is scandalous, obscene or immoral. O. Reg. 122/91, s. 4 (1).

(2) A name shown in a registration must not use a word or expression that would suggest that the registrant is engaged in an activity that is contrary to public policy. O. Reg. 122/91, s. 4 (2).

5. A name shown in a registration must not include a word, an expression or an abbreviation the use of which is prohibited under a federal Act or an Ontario Act. O. Reg. 122/91, s. 5.

6. A name shown in a registration must not use Arabic numerals or a word or expression that would suggest that the name is a corporate number name. O. Reg. 122/91, s. 6.

7. A name shown in a registration must not use a word or expression that would suggest that the registrant is a form of organization that the registrant is not. O. Reg. 122/91, s. 7.

Restrictions Respecting Names

8. (1) A name shown in a registration must not include the name of a specific individual,

(a) unless, at any time before or during the period of the registration of the name, the individual has or had a material interest in the business or activity carried on by the registrant; and

(b) unless the individual consents in writing to the use of his or her name. O. Reg. 122/91, s. 8 (1).

(2) For the purpose of clause (1) (b), if the individual is deceased and his or her death occurred within thirty years before the name is registered, the heir, executor or administrator of the individual may consent in writing to the use of the individual’s name. O. Reg. 122/91, s. 8 (2).

(3) This section does not apply if the individual is deceased and his or her death occurred thirty years or more before the name is registered. O. Reg. 122/91, s. 8 (3).

9. A name shown in a registration must not include a word, expression or abbreviation the use of which is restricted under a federal Act or an Ontario Act unless the registrant satisfies the restriction. O. Reg. 122/91, s. 9.

10. (1) Subject to subsection (2), a name shown in a registration must not include a word or expression that suggests that the business or activity of the registrant is connected with,

(a) the Crown in right of Canada or in right of a province;

(b) the Government of Canada, of a territory or of a province;

(c) a municipality; or

(d) an agency of the Crown, government or municipality. O. Reg. 122/91, s. 10 (1).

(2) If the registrant obtains the written consent of the applicable Crown, government, municipality or agency, a name shown in a registration may include a word or expression described in subsection (1). O. Reg. 122/91, s. 10 (2).

11. A name shown in a registration must not include in any language the word “college”, “institute” or “university”, if the use of the word would suggest that the registrant is a post-secondary educational institution, unless the Minister of Colleges and Universities gives written consent to the use of the word. O. Reg. 122/91, s. 11.

Exceptions

12. (1) Sections 1, 2, 3, 6, 7, 8, 10 and 11 do not apply with respect to a name shown in a registration if, on the 30th day of April, 1991,

(a) the registrant was using the name; and

(b) the registrant was not required to file a declaration under the Partnerships Registration Act(R.S.O. 1980, c. 371) respecting the name. O. Reg. 122/91, s. 12 (1).

(2) Sections 1, 2, 3, 6, 7, 8, 10 and 11 do not apply with respect to a name shown in a registration,

(a) if the registrant was using the name on the 30th day of April, 1991; and

(b) if the registrant was required, on the 30th day of April, 1991, to file a declaration under the Partnerships Registration Act (R.S.O. 1980, c. 371) respecting the name before the 1st day of July, 1991. O. Reg. 122/91, s. 12 (2).

13. Omitted (provides for coming into force of provisions of this Regulation). O. Reg. 122/91, s. 13.

The text of this Ontario regulation is subject to change, so please click and read the official version at:

http://www.ontario.ca/laws/regulation/910122

Website Disclaimer:

  1. This website is not legal advice.  We hope you find this website and any embedded videos interesting and educational.
  2. Get legal advice: If you need legal advice about registering and operating your business, contact and retain a business lawyer. They will need to do a conflicts check, before they can provide any legal advice tailored to your particular circumstances.
  3. I am not your lawyer. Not even if you send me an e-mail or call me. This is purely a transactional website for the purchase of Nuans reports to register your business. The reports are official NUANS reports as authorized by Industry Canada.
  4. Accuracy: We make best efforts to ensure the information published is correct, but it is not legal advice.  Don’t rely on it as though it is. Click and review the official version of the Act to get the most up-to-date version of the Act. This website’s liability is limited, for any damages whatsoever, to $40.
  5. Suggestions for business names and domain names: Re-branding is business and some businesses pay marketing consultants $500 to $50,000 to re-brand their businesses. If you want to retain us to pick a name for you, we will provide you with a custom quote, depending on your needs.

Business Names Act

Ontario has a Business Names Act that requires businesses to register in Ontario, if they do business in Ontario. If a business does not register, it could be prevented from suing in courts in Ontario. It could also be subject to fines for non-compliance.

The Business Names Act also has regulations that govern the form of a business name, types of businesses, and characters or symbols that may be used in a business name. For more information, read: Ontario Regulation 122/91: RESTRICTIONS RESPECTING NAMES

Business Names Act, R.S.O. 1990, CHAPTER B.17

Consolidation Period: From March 30, 2011 to the e-Laws currency date.

Last amendment: 2011, c. 1, Sched. 5, s. 2.

Definitions

1. In this Act,

“business” includes every trade, occupation, profession, service or venture carried on with a view to profit; (“entreprise”)

“corporation” means a corporation wherever or however incorporated; (“personne morale”)

“Minister” means the Minister of Consumer and Business Services; (“ministre”)

“Ministry” means the Ministry of the Minister; (“ministère”)

“person” includes an individual, sole proprietorship, partnership, limited partnership, unincorporated association, unincorporated syndicate, unincorporated organization, trust, body corporate, and an individual in his or her capacity as trustee, executor, administrator or other legal representative; (“personne”)

“prescribed” means prescribed by the regulations; (“prescrit”)

“Registrar” means the Registrar appointed under section 3; (“registrateur”)

“registered” means registered under this Act; (“enregistré”)

“regulations” means the regulations made under this Act. (“règlements”) R.S.O. 1990, c. B.17, s. 1; 1994, c. 27, s. 72 (1); 2001, c. 9, Sched. D, s. 13.

Registering name

2. (1) No corporation shall carry on business or identify itself to the public under a name other than its corporate name unless the name is registered by that corporation. R.S.O. 1990, c. B.17, s. 2 (1).

Idem

(2) No individual shall carry on business or identify his or her business to the public under a name other than his or her own name unless the name is registered by that individual. R.S.O. 1990, c. B.17, s. 2 (2).

Same

(3) No persons associated in partnership shall carry on business or identify themselves to the public unless the firm name of the partnership is registered by all of the partners. 1994, c. 27, s. 72 (2).

Same

(3.1) No persons associated in partnership shall carry on business or identify themselves to the public under a name other than a firm name registered under subsection (3) unless the name is registered by all of the partners. 1994, c. 27, s. 72 (2).

Non-application

(3.2) Subsection (1) does not apply to prohibit a corporation from carrying on business or identifying itself to the public by a name other than its corporate name if the name is set out in a partnership registration under subsection 4 (1) or a declaration under the Limited Partnerships Act. 1994, c. 27, s. 72 (2).

Same

(3.3) Subsection (3) does not apply to prohibit persons associated in a limited partnership from carrying on business under the firm name in accordance with the Limited Partnerships Act. 1994, c. 27, s. 72 (2).

Exception

(4) Subsection (3) does not apply to prohibit persons associated in partnership from carrying on business or identifying themselves to the public under a name that is composed of the names of the partners. R.S.O. 1990, c. B.17, s. 2 (4).

Idem

(5) This section does not apply to prohibit the use of a name that contains characters from an alphabet other than the Roman alphabet if the name is used in conjunction with the registered name. R.S.O. 1990, c. B.17, s. 2 (5).

Name to be set out

(6) A corporation and such other persons as are prescribed carrying on business under a registered name or, in the case of a corporation, identifying itself to the public under a registered name, shall set out both the registered name and the person’s name in all contracts, invoices, negotiable instruments and orders involving goods or services issued or made by the person. R.S.O. 1990, c. B.17, s. 2 (6).

….

Renewal of registration

5. (1) A registrant is entitled to renew a registration before it expires upon paying the required fee.  R.S.O. 1990, c. B.17, s. 5 (1); 1998, c. 18, Sched. E, s. 35 (1).

Late renewal

(2) A registrant is entitled to renew a registration within sixty days after it expires upon paying the required fee for late renewal.  R.S.O. 1990, c. B.17, s. 5 (2); 1998, c. 18, Sched. E, s. 35 (2).

Effective date

(3) A renewal made under subsection (1) or (2) is effective on the day immediately following the expiration day of the registration being renewed.  R.S.O. 1990, c. B.17, s. 5 (3).

Liability for damages

6. (1) A person is entitled to recover compensation from a registrant for damages the person suffered by reason of the registration by the registrant of a name that is the same as or deceptively similar to,

(a) a name registered by the person; or

(b) the person’s name, even though the person is not required to register that name under this Act.  2010, c. 16, Sched. 5, s. 2 (1).

Same

(2) The compensation under each of clauses (1) (a) and (b) is limited to the greater of $500 and the actual amount of damages incurred.  2010, c. 16, Sched. 5, s. 2 (2).

Cancelling registration

(3) In giving a judgment for a plaintiff in an action brought under subsection (1), the court shall order the Registrar to cancel the registration that was the cause of the action.  R.S.O. 1990, c. B.17, s. 6 (3).

Ability to sue

7. (1) A person carrying on business in contravention of subsection 2 (1), (2) or (3) or subsection 4 (4) or (6) is not capable of maintaining a proceeding in a court in Ontario in connection with that business except with leave of the court.  R.S.O. 1990, c. B.17, s. 7 (1).

Idem

(2) The court shall grant leave if the person seeking to maintain the proceeding satisfies the court that,

(a) the failure to register was inadvertent;

(b) there is no evidence that the public has been deceived or misled; and

(c) at the time of the application to the court, the person is not in contravention of this Act or the regulations.  R.S.O. 1990, c. B.17, s. 7 (2).

Contracts valid

(3) No contract is void or voidable by reason only that it was entered into by a person who was in contravention of this Act or the regulations at the time the contract was made.  R.S.O. 1990, c. B.17, s. 7 (3).

….

To read the full text of the Act, click: http://www.ontario.ca/laws/statute/90b17

Ontario Business Names Act

 

Website Disclaimer:

  1. This website is not legal advice.  We hope you find this website and any embedded videos interesting and educational.
  2. Get legal advice: If you need legal advice about registering and operating your business, contact and retain a business lawyer. They will need to do a conflicts check, before they can provide any legal advice tailored to your particular circumstances.
  3. I am not your lawyer. Not even if you send me an e-mail or call me. This is purely a transactional website for the purchase of Nuans reports to register your business. The reports are official NUANS reports as authorized by Industry Canada.
  4. Accuracy: We make best efforts to ensure the information published is correct, but it is not legal advice.  Don’t rely on it as though it is. Click and review the official version of the Act to get the most up-to-date version of the Act. This website’s liability is limited, for any damages whatsoever, to $40.