If you wish to register your foreign business in Canada (i.e. a company or business that has been incorporated in another country other than Canada). you will need to decide which province or territory you wish to register in. It will depend on what city in Canada that you wish to conduct business. If you wish to do business across all of Canada you will need to register in each of the 13 provinces and territories of Canada individually. In order to register in all of Canada it will be necessary for you to register in each of the provinces and territories.
Some provinces are busier commerce centres such as British Columbia, Alberta and Ontario and it may be prudent for you to register in those provinces first. Feel free to contact us before purchasing any service to be sure you are on the right track. There may be additional licensing requirements depending on the nature of business you wish to conduct in Canada. If you feel that you wish to register your business right across Canada then please send us a note outlining your plans and the type of business you wish to conduct at the following link: Registering a Foreign Company Across Canada .
The provinces and territories of Canada are as follows:
Prince Edward Island
If you are interested in a particular province or territory you can review the section for that jurisdiction by clicking on the links above. Below is some general information that applies to registering a foreign company anywhere in Canada.
Name Search Report
All provinces and territories will require you to provide a name search report. The company that assists you with your registration will perform a search of your company's name to ensure there are no other companies in Canada that have the same or too similar a name. If you are not able to obtain a name search report that is clear you may be able operate under another name other than your company's name in order to become registered.
Agent/Attorney for Service and Address in Canada
It is not necessary to have an office address in Canada in order to do business in any of the provinces or territories. However, you will be required to have what is called an agent or attorney for service. This can be, but is not limited to, being a solicitor of law. It must be someone or a company who is resident in the province or territory in which the company is being registered. This agent will accept correspondence on behalf of the company and this is where the notification will be sent for the annual return filing required (see below).
You may be subject to filing a Canadian tax return in Canada. You will need to contact a Canadian accountant immediately to obtain advice as to the rules and regulations for the province or territory in which you register. The Revenue Canada Agency will be able to provide your business with information as to whether it will need to file a provincial and/or federal tax return in Canada .
Federal Business Number
All foreign corporations registered in Canada must obtain a Federal Business Number. This is a 9-digit number which is allocated to the company. Please see the section on Federal Business Number for more information.
Goods and Services Tax/Harmonized Sales Tax
If your worldwide profits are more than $30,000 a year you will need to charge HST/GST on services provided and goods sold in Canada by the foreign company. Refer to the section respecting registering for a Federal Business number for more details on these requirements. The Revenue Canada Agency will expect you to report annually on the tax charged. As part of our service of obtaining a Federal Business Number for your foreign company, we will discuss with you whether you will need a GST/HST number.
Importing and Exporting
If you intend to import or export goods to and from Canada you will be required to obtain an Export/Import Number. This is an extension number to the Federal Business Number and if you purchase our federal business number service we will obtain an import/export number for you if it is required at the same time. The Revenue Canada Agency will require you to report on the amounts imported and exported on an annual basis.
In order to determine whether you need to be registered it helps to understand what the legal requirement for registration is. Feel free to contact us if you wish to be registered and we will be glad to assist in helping you to determine what the requirements would be for your particular situation.
Provincial/Territorial Annual Return Reporting
Most provinces and territories require that any company registered in its province/territory must submit a corporate annual return to the Companies Office in the province or territory the company is registered.
Registering in all Provinces and Territories
You can register in all or some of the provinces and territories of Canada. If you require this type of service please contact us and we can discuss the best way to proceed with these types of registrations. Keep in mind that every province or territory has its own definition of carrying on business in that jurisdiction. Before registering you need to determine if it is necessary for your company to be registered.
What Constitutes Carrying on Business in Canada
The following outlines the statute requirement for carrying on business in the various provinces and territories:
The Extra-Provincial Corporations Act (Ontario) governs foreign companies carrying on business in Ontario. Sections 1(2) and (3) indicate that "(2) For purposes of this Act, an extra-provincial corporation carries on its business in Ontario if, (a) it has a resident agent, representative, warehouse, office or place where it carries on its business in Ontario, (b) it holds an interest, otherwise than by way of security, in real property situate in Ontario, or (c) it otherwise carries on its business in Ontario. (3) An extra-provincial corporation does not carry on its business in Ontario by reason only that, (a) it takes orders for or buys or sells goods, wares and merchandise; or (b) offers or sells services of any type, by use of travellers or through advertising or correspondence."
The Business Corporations Act (Alberta) governs foreign companies carrying on business in Alberta. Sections 277(1) and (2) describe carrying on business in Alberta as follows: "For purposes of this Part, an extra-provincial corporation carries on business in Alberta if (1) its name, or any name under which it carries on business, is listed in a telephone directory for any part of Alberta, (b) its name, or any name under which it carries on business, appears or is announced in any advertisement in which an address in Alberta is given for the extra-provincial corporation, (c) it has a resident agent or representative or a warehouse, office or place of business in Alberta, (d) it solicits business in Alberta, (e) it is the owner of any estate or interest in land in Alberta, (f) it is licensed or registered or required to be licensed or registered under any Act of Alberta entitling it to do business, (g) it is, in respect of a commercial vehicle as defined in the Traffic Safety Act, the holder of a certificate of registration under the Traffic Safety Act, unless it neither picks up nor delivers goods or passengers in Alberta, (h) it is the holder of a certificate as defined in section 130 of the Traffic Safety Act, unless it neither picks up nor delivers goods or passengers in Alberta, or (i) it otherwise carries on business in Alberta. (2) The Registrar may exempt an extra-provincial corporation from the payment of fees under this Part if the Registrar is satisfied that it does not carry on business for the purpose of gain."
The Business Corporations Act (British Columbia) governs foreign companies carrying on business in British Columbia. Sections 375 (1), (2) and (3) describe what constitutes the necessity to register a foreign business in British Columbia: "(1) A foreign entity must register as an extraprovincial company in accordance with this Act within 2 months after the foreign entity begins to carry on business in British Columbia. (2) For the purposes of this Act and subject to subsection (3), a foreign entity is deemed to carry on business in British Columbia if (a) its name, or any name under which it carries on business, is listed in a telephone directory (i) for any part of British Columbia, and (ii) in which an address or telephone number in British Columbia is given for the foreign entity, (b) its name, or any name under which it carries on business, appears or is announced in any advertisement in which an address or telephone number in British Columbia is given for the foreign entity, (c) a resident agent, or (ii) a warehouse, office or place of business, or (d) it otherwise carries on business in British Columbia. (3) A foreign entity does not carry on business in British Columbia (a) if it is a bank, (b) if its only business in British Columbia is constructing and operating a railway, or (c) merely because it has an interest as a limited partner in a limited partnership carrying on business in British Columbia. (4) A foreign entity need not be registered under this Act or comply with this Part other than subsection (5) [subsection (5) relates to agent or representative] of this section, and may carry on business in British Columbia as if it were registered under this Act, if (a) the principal business of the foreign entity consists of the operation of one or more ships, and (b) the foreign entity 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 behalf of the foreign entity."
The Corporations Act (Manitoba) governs foreign companies carrying on business in Manitoba. Section 187 of the statute indicates that a business is deemed to be carrying on its business or undertaking in Manitoba if (a) it has a resident agent or representative, a warehouse, an office or a place of business in Manitoba; (b) the name of the company or the name under which the company carries on business, together with the address of the company, is listed in a Manitoba telephone directory, (c) the name of the company or the name under which the company carries on business, together with the address in Manitoba of the company, is included in an advertisement promoting the business in Manitoba; (d) the company is the owner of registered real estate in Manitoba, or it otherwise carries on business in Manitoba.
The Business Corporations Act (Saskatchewan) governs foreign companies carrying on business in Manitoba. Section 262 of the Act provides that carrying on business in Saskatchewan occurs if (a) the company holds title or interest in land, (b) the company maintains an office, warehouse or place of business in Saskatchewan, (c) the company has a telephone number in Saskatchewan, (d) the company has a resident agent or representative in that province or (e) otherwise carries on business in Saskatchewan.
The Corporations Registration Act (Nova Scotia) governs foreign companies carrying on business in Nova Scotia. It says in section 2(b) that any incorporated company or business which wants to conduct business in Nova Scotia, whether it is incorporated in Nova Scotia or outside of Nova Scotia (with the exception of those companies registered in New Brunswick) must be registered to conduct business in Nova Scotia.