We would be glad to assist you with the registration of your foreign business in the province of Ontario, Canada. Depending on the type of business entity you are wanting to register in Ontario, the procedure will be different. In Ontario if you are registering a foreign company you are required to obtain what is called an Extra-Provincial License which is issued by the Ministry of Government Services. Registrations of foreign companies in Ontario are governed by the Extra-Provincial Corporations Act (Ontario).
Legal Requirement to Register
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."
Foreign corporations can only be licensed under their corporate name. However, once you have registered your foreign company in Canada under the Extra-Provincial Corporations Act (Ontario) you can register to carry on business under another name (i.e. business name) as long as you register that name under the Business Names Act (Ontario).
Certificate of Status or Certificate of Good Standing
Every foreign company will need to provide a Certificate of Status from its home jurisdiction. This certificate will be an additional requirement that the company will need to provide. It will be required to show the current name of the company, the date of incorporation, and that the company is in good standing. This certificate is usually issued by the incorporating jurisdiction of the foreign company. However, not all governments provide them. In a case where a government does not have such a document a legal opinion will be required.
Agent for Service
You will be required to have an agent for service located in Ontario who can receive correspondence on behalf of the company in Ontario. This individual does not have to be a Canadian however the person must live in Ontario. If you do not have anyone who can hold this position for you we will be able to act as agent for service on your behalf for a nominal yearly fee. If you decide to purchase our service you would indicate at the time of sale that you will need an agent for service in Ontario.
An Initial Return must be filed subsequent to registration. We will do this on your behalf. This Initial Return outlines the registered office address of the foreign company, the Ontario address, the address of the chief officer located in Ontario, if any, and the address of the agent for service. If any information on the form changes subsequently, you will need to file a similar form called a Notice of Change within 15 days of the change.
Schedule 548, Corporations Information Act
Foreign business corporations licensed under the Extra-Provincial Registration Act (Ontario) to carry on business in Ontario are required to file a Schedule 548, Corporations Information Act (Ontario) Annual Return for Foreign Business Corporations, together with their T2 return to the Canada Revenue Agency . This schedule must be filed within six months after the end of each tax year. Once you are registered you should establish contact with an Ontario accountant to assist you with these tax requirements. We will be glad to provide you with a reference for an accountant.
Foreign Not-for-Profit Corporations
A not-for-profit corporation incorporated or continued under the laws of a jurisdiction outside of Canada, NEED NOT obtain an Extra-Provincial Licence to operate in Ontario. It must, however, file an Initial Return/Notice of Change, Form 2 under the Corporations Information Act (Ontario), together with a photocopy of its incorporating documents with the Ministry of Government Services within 60 days after it begins carrying on business in Ontario. If any changes occur to the information on the form a Notice of Change must be filed in 15 days.
Extra-Provincial Limited Liability Partnership and Extra-Provincial Limited Liability Company
The procedure for registering a foreign limited liability partnership (LLP) or extra-provincial limited liability company (LLC) is different. A Registration under the Business Names Act (Ontario) must be filed which stays in effect for five years. You are not required to become licensed under the Extra-Provincial Corporations Act (Ontario).
If you require an LLC or LLP registration we will be glad to assist.
Registering a Partnership in Ontario
Unless your foreign partnership is a limited liability partnership (see above), it cannot be registered extra-provincially to conduct business in Ontario. However, you can register a partnership in Ontario which has all foreign partners. The one requirement is that you must have an Ontario office address. If you do not have an Ontario address Resources for Canadian Business Owners Inc. will be glad to provide its address for your partnership for an annual fee which will include accepting correspondence and forwarding same to you.
The Ontario partnership will also require a federal business tax number and once its worldwide profits are $30,000 it will be required to charge Harmonized Sales Tax (HST) to all customers in Canada.