Moving provinces with your company? Here are some registration requirements to consider:
Written by Phil Vanderkhoke
JD Candidate 2023 | UCalgary Law
When moving provinces with a corporation, you should first ask if your corporation was incorporated federally under the Canada Business Corporations Act (“CBCA”) or provincial legislation. Although a federally incorporated company can operate anywhere in Canada, there are additional steps to take.[1] In this post, we take the example of an Ontario resident moving their federally incorporated business to Alberta.
A federal corporation is authorized to carry on business in all provinces and territories in Canada. This authorization includes the right of a federal corporation to use its corporate name in each province of Canada. Yet, a federal corporation is not exempt from the extra-provincial registration laws and regulations enacted by each province and territory in Canada.[2] A Federal corporation must complete an extra-provincial registration in each province or territory where it carries on business.
When you first incorporate federally, you must also register your business in any province where it carries on business. This provincial registration requirement depends on the province where the corporation is located. In our example, Ontario does not require federal corporations to register provincially. This exception is specific to Ontario.
On the other hand, a corporation not incorporated in Alberta must register as an extra-provincial corporation in Alberta within 30 days of carrying on business in Alberta. In our example, the company would be carrying on business in Alberta as soon as one of the following were met: The corporation's name is listed in a telephone directory for any part of Alberta; The corporation's name appears or is announced in any advertisement in which an address in Alberta is given for the corporation; The corporation has a resident agent, representative, warehouse or place of business in Alberta; Solicits business in Alberta; Owns an interest in land in Alberta; or Otherwise Carries on business in Alberta[3]
Applying for Extra-Provincial Registration in Alberta
Extra-provincial registration in Alberta requires you to submit an application package consisting of: a one-page statement of registration form; Certified true copies of charter documents; notice of attorney; notice of assumed name; and a registration fee.[4]
Once the application package is reviewed, the registrar will issue a certificate of registration allowing the corporation to carry on business in Alberta. Once registered, a corporation must file an annual return with the registrar. When moving, you must also file a change of registered office address with the federal government.
Employment standards, taxes and other important regulations also differ between provinces. These considerations should be taken into account before the move. For further information regarding moving your company to a new province, please contact the BLG Business Venture Clinic.
[1] Canada Business Corporations Act, RSC 1985, c C-44 at 15(2).
[2] R. v. Thomas Equipment Ltd., 1979 CarswellAlta 1 (S.C.C.).
[3] Business Corporations Act, RSA 2000, c B-9 at s.277(1).
[4] Ibid., at 280
