Under Ontario law, there are three classes of extra-provincial corporations that are set out as below in subsection 2(1) of the Extra-Provincial Corporations Act1:
Classes of extra-provincial corporations
2 (1) Extra-provincial corporations shall be classified into the following classes:
Class 1. Corporations incorporated or continued by or under the authority of an Act of a legislature of a province of Canada.
Class 2. Corporations incorporated or continued by or under the authority of an Act of the Parliament of Canada or of the legislature of a territory of Canada.
Class 3. Corporations incorporated or continued under the laws of a jurisdiction outside of Canada.2
Further to the above, a corporation that has been incorporated outside of Ontario but inside Canada, whether by incorporation in another province or federally, is able to carry on business in Ontario provided that it registers itself within 60 days of initiating the carrying on of business within the province. This process is called an extra-provincial registration.3
In contrast, an extra-provincial licence is needed for corporations incorporated outside of Canada that are going to be carrying on business in Ontario. Generally speaking, the extra-provincial licensing process has more rigorous requirements than exist for extra-provincial registrations and somewhat different documentation is required for the completion of each process.4
In either case above, a starting point is to consider if the extra-provincial corporation in question is going to fall within the definition of "carrying on business in Ontario," which is defined in section 1(2) of the Extra-Provincial Corporations Act as follows:
Carrying on business in Ontario
(2) For the purposes of this Act, an extra-provincial corporation carries on its business in Ontario if,
- it has a resident agent, representative, warehouse, office or place where it carries on its business in Ontario;
- it holds an interest, otherwise than by way of security, in real property situate in Ontario; or
- it otherwise carries on its business in Ontario.5
In the case of an extra-provincial registration, a central document that will need to be filed with the Ontario Ministry of Public and Business Service Delivery is an Initial Return under the Corporations Information Act.6 In addition to the attachment of the incorporating documents and any amendments thereto for the corporation from the governing jurisdiction, the information required to be provided on the Initial Return includes amongst other matters: the name of the corporation seeking to be extra-provincially registered in Ontario; the governing jurisdiction of the corporation; the incorporation/amalgamation date of the corporation; and the corporation's registered or head office address. Further, the applicant is required to identify on the Initial Return the principal place of business in Ontario for the corporation and the name of any chief officer or manager for the corporation in Ontario.
In the case of an extra-provincial licence, the applicant needs to complete and file an Application for a Licence for an Extra-Provincial Corporation form7 with the Ministry under the Extra-Provincial Corporations Act. Amongst other things, the Application for a Licence for an Extra-Provincial Corporation form requires the applicant to set out its corporate name as shown on the Certificate of Status from their governing jurisdiction. The applicant is further required to provide details of a NUANS report (Ontario name search report) for the name shown on the Certificate of Status. As for the Initial Return in the above case of an extra-provincial registration, the applicant is required to confirm the registered or head office address for the corporation (as well as identify whether it is a U.S. address or international address), the principal place of business in Ontario for the corporation, and the name of any chief officer or manager for the corporation in Ontario.
In addition, however, the applicant in the case of the Application for a Licence for an Extra-Provincial Corporation form is required to identify an agent for service in Ontario that has been appointed for the corporation. The specific requirements for the agent for service are that they must be an individual that is age 18 years or older and resident in Ontario, or a corporation (other than the applicant corporation) with its registered head office in Ontario. Notably, the form continues on to set out the following required statements that must be made by the applicant for completion:
- The corporate existence of the corporation is not limited in any way by statute or otherwise and the corporation is a valid and subsisting corporation;
- The corporation has the capacity to carry on business in Ontario;
- The corporation has the capacity to hold land without conditions or limitations;
- The corporation hereby acknowledges that upon the licence being issued, the corporation shall be subject to the provisions of the Extra-Provincial Corporations Act, the Corporations Information Act, the Corporations Tax Act and to such further and other legislative provisions as the Legislature of Ontario may deem expedient in order to secure the due management of the corporation's affairs and the protection of its creditors within Ontario.
Finally, the form requires that the applicant confirm the date the directors of the corporation passed a resolution authorizing the application to be made. It is important to note that once the extra-provincial licence is obtained, the corporation will still have to file an Initial Return within 60 days of its starting to carry on business in Ontario.
Summary
While there are other factors and requirements that must be considered in the course of extra-provincial registration and extra-provincial licence applications, the purpose of this article has been to provide an introduction to some of the central distinctions between the two concepts and the documentation involved in each of these processes. Indeed, such information may be considered essential given the legislation provides that failure to adhere to the required procedures can lead to significant consequences in the form of fines of up to $2,000 for individuals and $25,000 for corporations.8
Footnotes
1 R.S.O. 1990, c. E.27.
2 R.S.O. 1990, c. E.27, s. 2 (1); 1999, c. 12, Sched. F, s. 25 (1).
3 K. Robichaud, "What is the Difference Between an Extra Provincial Licence and an Extra Provincial Registration in Ontario?" (2 November 2018) https://www.oba.org/Sections/Business-Law/Articles/Business-Beat/Articles-2018/November-2018/What-is-the-difference-between-an-extra-provincial?lang=fr-ca (accessed 6 March 2025).
4 Ibid.
5 R.S.O. 1990, c. E.27, s. 1 (2)
6 R.S.O. 1990, c. C.39.
7 Ministry of Public and Business Service Delivery, "Application for a Licence for an Extra-Provincial Corporation – Form Number 5280E" (December, 2022), online: https://form.mgcs.gov.on.ca/dataset/5280
8 R.S.O. 1990, c. E.27, s. 20 (1).
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.
