In previous newsletters we included articles on the need to
register in other parts of Canada if carrying on business there.
Not-for-profit corporations all over Canada seem to be increasing
their presence in many provinces and territories. Whether their
presence is simply to provide members with a local (i.e. provincial
or territorial) contact or to actively participate and raise funds
in those provinces or territories, not-for-profit corporations
aren't always aware that they may need to register in order to
be active in that province or territory.
The following information summarizes some, and by no means all,
of the registration and ongoing obligations that stem from
operating in jurisdictions other than the one in which the
not-for-profit corporation was incorporated. Note that federally
incorporated not-for-profit corporations are not necessarily
exempted from these requirements. We looked at Alberta, British
Columbia, Manitoba, Northwest Territories, Nunavut, Saskatchewan
and Yukon in our Fall 2011 newsletter and consider the requirements
in a few more jurisdictions this time.
Under the Corporations Information Act of Ontario, every
extra-provincial corporation without share capital that begins to
carry on business in Ontario must register. A corporation is
carrying on business in Ontario if it:
a) has a resident agent, representative, warehouse, office or
place where it carries on its business in Ontario;
b) holds an interest, otherwise than by way of security, in real
property situate in Ontario; or c) otherwise carries on business in
Pursuant to the Corporations Information Act, the corporation
must file an annual return.
A corporation that is in default of a requirement under the
legislation is not capable of maintaining a proceeding in a court
in Ontario in respect of the business carried on by the corporation
except with leave of the court. This however, does not affect the
validity of the contracts entered into by the corporation. A
corporation that contravenes the legislation is liable to a
Not-for-profit corporations are required to register under the
recently enacted Act Respecting the Legal Publicity of Enterprises
if they carry on activity in Quebec, which includes the operation
of an enterprise, or possess an immovable real right, other than a
prior claim or hypothec, in Quebec.
The corporation must designate an attorney residing in Quebec if
it is not domiciled or does not have an establishment in the
Once registered, the registrant is required to file a yearly
declaration and pay an annual registration fee. A corporation that
contravenes the legislation is liable to a fine.
As evidenced above, there are slight variations in the
registration requirements from one jurisdiction to another.
However, one aspect that seems to remain constant is the liability
to a fine if the jurisdictional legislation, which often includes
the requirement to register, is contravened. Additionally, filing
requirements also vary in terms of the information required, the
fees, the name searches that must be done, etc.
As such, prior to operating in a jurisdiction other than the one
in which the not-for-profit corporation was incorporated,
corporations are encouraged to consider the requirements and seek
legal advice to fully understand the implications at the outset and
in the long run.
Under the Income Tax Act, the Employment Insurance Act, and the Excise Tax Act, a director of a corporation is jointly and severally liable for a corporation's failure to deduct and remit source deductions or GST.
Under the Income Tax Act, the Employment Insurance Act, the Canada Pension Plan Act and the Excise Tax Act, a director of a corporation is jointly and severally liable for a corporation's failure to deduct and remit source deductions.
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