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:
- Get an Ontario Nuans name search report;
- 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.
- 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).
- 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.