Companies looking to expand often find themselves pressing outward, past their own borders.
The same holds true for US-based corporations looking to expand into Canada.
For Americans, branching out to the “Great White North” is a natural expansion strategy for businesses looking to scale beyond the 50 states.
A similar governmental and economic system, an educated workforce, and no language barriers make Ontario one of the best options for US corporations thinking about international expansion.
So, what do you have to do to start operating your US business in Ontario?
The first step is obtaining an extra-provincial registration.
In this article, we’ll cover exactly how you can acquire this license so you can start launching your US business operations in Canada.
Let’s begin.
What Is Extra-Provincial Registration?
Extra-provincial registration is the licensing process any corporation must take in order to operate their business in the Canadian province of Ontario.
Every business that’s registered outside Ontario statutes are required to file an extra-provincial registration to conduct business in Ontario.
What Is Defined as “Conducting Business” In Ontario?
The term “conducting business” may seem quite gray—and that’s because it is.
If you want to carry out business in Ontario as a US corporation, you should first understand what is considered conducting business. It covers most broad business and commercial activities including having any of these in Ontario:
- An agent
- A representative
- A warehouse
- An office
- Interest in property
If you have an active corporation that was incorporated within the Canada Business Corporations Act (CBCA), then you don’t need to obtain an extra-provincial license to operate in Ontario.
Wondering whether you need to obtain an extra-provincial license for a single transaction in Ontario?
Well, simply put, a single transaction may or may not constitute “conducting business” in Ontario.
If you’re unsure, the safe thing for your company is to register for an extra-provincial license, or consult with a reputable Canadian lawyer.
How Do You Register a US Corporation for an Extra-Provincial License?
If you run an US-based corporation and you want to begin operating in Ontario, Canada, then you need to do the following:
1. Complete two original, signed copies of the “Application for Extra-Provincial License”. Then, submit them after confirming all information is accurate.
2. Appoint an agent for the service.
3. Complete and submit an Ontario name search report (the report is titled “NUANS”).
4. Provide the original “Certificates of Status” by your corporation’s government. This includes any federal and/or state certificates that are signed by a properly authorized official.
Your Certificate of Status must include:
- The name of your corporation
- The date your company incorporated or amalgamated
- The state or jurisdiction in which your corporation is subject to (i.e. State of New York)
- A statement that indicates your corporation is in fact a valid and subsisting corporation
If your government won’t issue an original Certificate of Status, then you will have to submit a legal opinion from a US lawyer authorized to practice in your jurisdiction to confirm that all information above is true.
Once you obtain your extra-provincial license, your US-based corporation holding the license will have to file an “Initial Return/Notice of Change”. This must be done within 60 days after you begin conducting business in Ontario.
If any of the required information changes, the corporation has to notify and update the Companies Branch within 15 days. Vital changes could include changing:
- Your corporation’s name
- Your home jurisdiction
- Your corporation’s agent for service
- Your registered office address
If you decide to stop conducting business in Ontario, you must complete and submit a number of different forms to the Companies Branch.
How Much Does it Cost to Obtain an Extra-Provincial Registration?
In order to obtain an extra-provincial license for your US corporation, you’ll have to pay a filing fee to the Ontario government.
The filing fee from the government is $330 Canadian and includes the name search and the filing processing fee. Any legal fees from consulting with a Canadian lawyer will be separate and vary from firm to firm.
How Long Is Extra-Provincial Registration Valid?
So, just how long does your extra-provincial registration last?
Well, if a non-Canadian corporation doesn’t conduct any business in Ontario for two years, your license can be canceled.
Also, your registration can be canceled for a number of other reasons including:
- Failure to amend your license
- Failure to comply with any other legislation
- Conviction of a provincial or federal offense
Looking to Obtain Extra-Provincial Registration in Ontario as an American?
Are you a US citizen looking to operate your American business in Ontario, Canada?
Well, registering your corporation with an extra-provincial license is a necessary step—but it can be complicated as the process varies from the US (and from province to province).
When moving your corporation to Canada, understanding and being prepared for an extra-provincial registration in Ontario can help make the process much smoother.
If you want to minimize delays and other issues that could arise from an improper filing, you should seek legal advice from a reputable Canadian law firm.
Here at Falcon Law, we offer legal advice for Americans looking to launch their business in Canada.
Registration is just one step of the process for an American company to conduct business in Canada. Once that’s complete, you’ll need to understand the other legal requirements to operate in Ontario—including everything from proper licensing to taxes.
If you need help covering all the legal bases of starting your US-based corporation in Ontario, Canada, reach out to us at Falcon Law today.
