What is an Extra-Provincial Licence in Ontario?

Originally Published: February 27, 2017

Expanding your business to a new province or country is a significant milestone. In Canada, businesses planning to operate in Ontario while incorporated elsewhere need to obtain an extra-provincial licence. This process ensures compliance with the Extra Provincial Corporations Act and smooths the way for conducting business across jurisdictions.

In this guide, we’ll explain what an extra-provincial registration involves. We’ll outline the steps to register and show how Ontario Business Central can assist.

What is an Extra-Provincial Licence?

Businesses incorporated outside Ontario must obtain an extra-provincial licence to operate in the province. It applies to Federal corporations, those incorporated in other Canadian jurisdictions, and foreign corporations. This licence lets your corporation legally operate in Ontario while it remains incorporated in another province or country.

The need for this licence stems from the concept of jurisdiction of incorporation. Each province or territory in Canada, including Ontario, has its own rules and regulations for businesses. Registering under the Extra Provincial Corporations Act ensures your business adheres to Ontario’s specific requirements.

Domestic vs. Foreign Extra-Provincial Registration

Domestic Extra-Provincial Registration

If your business is incorporated in another province, like British Columbia or Nova Scotia, to operate in Ontario you need to complete a domestic extra-provincial registration. This involves submitting forms, such as Form 2 Initial Notice in Ontario, and ensuring your corporation’s name is available.

Foreign Extra-Provincial Registration

Foreign businesses, meaning those incorporated outside Canada, must also register in Ontario. These corporations often need to provide additional documents. This includes articles of incorporation and a certificate of status from their home country.

Why is Extra-Provincial Registration Important?

Failing to obtain an extra-provincial licence in Ontario can lead to penalties and hinder your ability to operate. Registering helps you follow Ontario’s laws and opens the door to its strong market. Whether you’re growing a Federal incorporation or expanding operations from another province, proper registration supports business growth and credibility.

How to Obtain an Extra-Provincial Licence in Ontario

Step 1: Determine the Need for Registration
Any corporation conducting business in Ontario but incorporated elsewhere requires an extra-provincial registration in Ontario. This includes Federal corporations incorporated under the Canada Business Corporations Act.

Step 2: Conduct a NUANS Name Search
To register, your business name must be unique and not conflict with existing names in Ontario. Foreign corporations filing for their extra provincial registration into the province of Ontario require a NUANS reservation. Ontario Business Central also offers an Instant Preliminary Search tool to help you verify name availability quickly.

Step 3: Complete Required Forms
The primary document for domestic registration is a Form 2 in Ontario. For foreign corporations, supporting documents from the jurisdiction of incorporation are necessary. Meet all filing requirements to prevent delays.

Step 4: Submit Documentation
Submit your completed forms along with any supporting documents, such as your articles of incorporation or certificate of status. Fees vary depending on whether your corporation is domestic or foreign.

Step 5: Finalize Your Registration
Once the Ministry approves your application, they assign an Ontario Corporation Number (OCN). This corporation number in Ontario is specific to the province and confirms your legal right to operate in Ontario. The EPL does not include an output document, regardless of the original incorporation jurisdiction. You may wish to order a Profile Report if you require an official document.

How Ontario Business Central Can Help

Ontario Business Central simplifies the process of obtaining an extra-provincial registration. With over 30 years of experience, we offer comprehensive services, including:

• NUANS Name Search: Ensure your business name is unique and available in Ontario.
• Document Filing: Seamlessly file the Form 2 Initial Notice in Ontario and other required documents.
• Expert Support: Our team of Canadian experts is available to assist by phone, email, or chat.

Are you expanding from British Columbia? Or are you registering a Federal corporation in Ontario? No matter the filing, we make the process simple and stress-free.

FAQs About Extra-Provincial Licences

Does My Corporation Need a New Name to Operate in Ontario?
Your corporate name must follow rules provincially, meaning if the name is in use, you may need to use a different name.

How Long Does Registration Take?
The processing time varies based on how thorough your application is. Ontario Business Central’s streamlined process ensures quick approvals.

What Happens If I Don’t Register?
Operating without an extra-provincial licence in Ontario can result in legal penalties and restrictions on your business activities.

Are There Ongoing Requirements?
Yes, to stay compliant, you need to update your registration if your corporation’s details change. You must use a Form 2 – Notice of Change to update your registration.

Where Do You File Annual Returns?
A corporation with a domestic extra-provincial license only needs to file their Annual Return in their home jurisdiction. For example, a Federal corporation with an EPL in Ontario files its Annual Return with the Federal government only. Foreign corporations with an extra-provincial license are required to file Annual Returns in Ontario.

Additional Considerations for Extra-Provincial Registration

Federal Corporations Operating Provincially
Federal corporations can do business across Canada, but they still need to register in each province where they have a physical location for their business, like Ontario. This ensures they meet provincial registration requirements and can legally operate within those provinces.

Filing a Articles of Continuance
Moving a corporation to another province entirely is done through Articles of Continuance. This will leave the home jurisdiction completely, and the corporate history will move into a new provincial jurisdiction.

Benefits of Registering an Extra-Provincial Licence in Ontario

• Access to Ontario’s Market: Ontario has a strong economy. It offers many opportunities to grow and reach a diverse group of customers.
• Legal Compliance: Avoid penalties and ensure smooth operations by adhering to the provincial licence requirements.
• Enhanced Credibility: Demonstrates professionalism and trustworthiness to clients and partners in Ontario.
• Flexibility for Expansion: Whether your business is a federal corporation or incorporated in another province, an extra-provincial licence streamlines cross-provincial operations.

Expand Your Business With Ontario Extra Provincial Registration

Expanding to Ontario is a smart move for businesses looking to grow in Canada’s largest market. Getting an extra-provincial licence or registration in Ontario secures your business’s legal status and opens new opportunities.

Ontario Business Central is your trusted partner in this process. Start today by contacting us and enjoy hassle-free registration tailored to your needs. Our expert team is ready to guide you through every step of obtaining your extra-provincial licence Ontario.

inquiries@ontariobusinesscentral.ca
Toll-Free: 1-800-280-1913
Local: 1-416-599-9009
Fax: 1-866-294-4363
Office Hours: 9:00am – 5:00pm
Monday – Friday E.S.T.

Ontario Business Central Inc. is not a law firm and cannot provide a legal opinion or advice. This information is to assist you in understanding the requirements of registration within the chosen jurisdiction. It is always recommended, when you have legal or accounting questions that you speak to a qualified professional.