Should You Extra-Provincially Register Your Company?

Should you Extra-Provincially Register your Company?
Written by: Bilal Qureshi

If your Company, which is provincially incorporated in Alberta and wishes to “carry on business” in a province other than Alberta, it may need to be registered in that other province it wishes to “carry on business” in.  This is called an extra-provincial registration.
 
What does “carry on business” mean?
Each province has its own statute defining what “carry on business” means, which will determine whether your Company is required to extra-provincially register in that other province. For example, in British Columbia, the governing statute to determine what “carrying on business” means is defined in the Business Corporation Act (“BCA”). The BCA requires that foreign entities be registered as an extra-provincial company in accordance with the BCA within two months after beginning to carry on business in British Columbia.[1] A foreign entity is defined as “a foreign corporation or a limited liability company”.[2] Pursuant to the BCA, a foreign entity is deemed to carry on business in British Columbia if:

1. it is listed in a telephone directory;
2. appears or is announced in any advertisement in which an address or telephone number in British Columbia is given for the foreign entity;
3. it has a resident agent in British Columbia;
4. it has a warehouse, office or place of business in British Columbia; or
5. it otherwise carries on business in British Columbia.[3]

​However, section 375(4) in the BCA provides an exemption for a foreign entity from being registered under the BCA while allowing it to carry on business in British Columbia.[4] The foreign entity may do so if it does not maintain in British Columbia a warehouse, office or place of business under its own control or under the control of a person on its behalf.[5]           
 
Each province will have different requirements for what “carrying on business” means. For example, unlike in British Columbia, Quebec and the Quebec’s Act Respecting the Legal Publicity of Enterprises considers companies to be “carrying on business” in Quebec if it has representatives in Quebec for the purpose of making profit.[6]
 
Contact Us!
To avoid unnecessary fees and penalties, it is better to be proactive in determining if your company requires to be registered extra-provincially. Please feel free to contact the BLG Business Venture Clinic for further information!

Bilal Qureshi is a member of the BLG Business Venture Clinic and is a 2rd year student at the University of Calgary Faculty of Law

[1] Business Corporations Act, SBC 2002, c 57. at s 375(1).
[2] Ibid at s 1.
[3] Ibid at s 375(2).
[4] Ibid at s 375(4).
[5] Ibid.
[6] Act respecting the legal publicity of sole proprietorships, partnerships and legal persons, CQLR c P-45, s 21(4).