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REGISTER AN EXTRA-PROVINCIAL LIMITED LIABILITY COMPANY NAME
Bring a Foreign Limited Liability Company (LLC) into Ontario
An Official Intermediary for the Province of Ontario
Register/Renew Your Extra-Provincial Limited Liability Company
PLEASE NOTE: Limited Liability Companies (LLCs) cannot be established as a new business structure in Canada. This service is ONLY for existing foreign LLCs that want to register and operate in Ontario.
If you are looking to start a new business in Ontario with similar liability protection, you may consider incorporating your business.
Ontario Business Central is now offering a streamlined service to help you bring your existing Limited Liability Company (LLC) into the Province of Ontario. While LLCs are not a recognized business structure in Canada, you can still operate your LLC in Ontario by linking it to your foreign entity.
What is a Limited Liability Company (LLC)?
A Limited Liability Company (LLC) is a popular business structure that combines the limited liability protection of a corporation with the operational flexibility of a general partnership or sole proprietorship.
Limited Liability Protection
An LLC protects the personal assets of its owners from business liabilities. This means that if the business is sued or incurs debt, personal assets (like homes, cars, or savings) are generally protected from legal claims against the business.
Pass-Through Taxation
Unlike corporations, LLCs are typically not taxed as a separate entity. Instead, the profits and losses of the LLC pass through to the members, who report them on their personal income tax returns.
Flexible Management Structure
LLCs offer great flexibility in terms of management. They can be member-managed (where the owners manage the day-to-day operations) or manager-managed (where appointed managers run the business).
Fewer Compliance Requirements
Compared to corporations, LLCs generally have fewer administrative formalities and compliance requirements, making them a simpler option for many business owners.
LLCs are common in countries like the United States due to their simplicity and flexibility, however, they are NOT a recognized business structure available to Canadians starting a new business.
What Are the Benefits of Registering My Foreign LLC in Ontario?
Registering your foreign LLC as an Extra-Provincial LLC in Ontario allows you to legally conduct business within the province while maintaining the structure and tax benefits of your existing foreign LLC. Some benefits include:
Legal Compliance
Operating without proper registration can result in penalties or legal issues. Registering ensures that your LLC complies with provincial regulations.
Access to Canadian Markets
Registering your LLC allows you to expand and operate in Ontario, giving you access to new customers and opportunities within Canada.
Limited Liability
Your foreign LLC retains the limited liability protection, ensuring your personal assets remain protected while you do business in Ontario.
Familiar Structure
By keeping your LLC structure intact, you avoid the complexity of transitioning to a different business structure, making expansion smoother.
Who Can Register a Limited Liability Company (LLC) in Ontario?
Only existing foreign LLCs can apply for this registration, meaning your LLC must already be established outside of Canada. The registration allows your LLC to operate within Ontario, linked to your foreign company.
Requirements
- Existing LLC Outside of Canada: Your LLC must be registered in another jurisdiction (e.g., the U.S.). Canada does not allow the formation of new LLCs under its business structure laws, but you can bring your foreign LLC into Ontario through this process.
- Authorized Representative: A General Manager/Representative, or a person acting under Power of Attorney may authorize and file the registration on behalf of your LLC. If the authorizer is a person acting under Power of Attorney, whether an individual or corporation/registered entity, they MUST have an Ontario address and/or OCN and/or BIN.
- Naming Regulations: An LLC entering Ontario must adhere to the naming regulations outlined in the Business Names Act (BNA). Apart from the legal designation "LLC," all other naming rules specified by the BNA apply to LLCs operating within Ontario.
- Foreign Registration Compliance: Your LLC must remain in good standing in its home jurisdiction. Proof of registration and compliance with foreign laws may be required during the application process.
Don't Have a Foreign LLC?
Explore Business Structures in Ontario With Limited Liability
Incorporation (Corporation)
The most common and straightforward way to obtain limited liability protection in Ontario is by incorporating your business.
A corporation is a separate legal entity, which means that the company itself can own property, incur debt, and be sued, while keeping your personal assets protected. This offers the same personal liability protection that an LLC would in other countries.
Limited Partnership (LP)
If you're looking for a more flexible structure, you can consider forming a Limited Partnership (LP). This type of structure allows you to have both general partners (who manage the business and assume liability) and limited partners (who invest in the business but have limited liability and are not involved in day-to-day operations).
This can be useful for specific types of businesses where some partners want to limit their involvement and liability.
Do Extra-Provincial LLCs in Ontario Need to Be Renewed?
Yes, Extra-Provincial LLCs (EP LLCs) in Ontario must be renewed every 5 years. After the initial registration, you will receive a renewal notice as your registration approaches its expiration date. You also have a 60-day grace period following the expiration date to complete the renewal without penalties. If the registration is not renewed within that period, your LLC may lose its ability to legally operate in Ontario.
Can You Make Changes to Existing Extra-Provincial LLCs?
Yes, changes can be made to an existing Extra-Provincial LLC (EP LLC) in Ontario. You can update details such as the LLC's address, authorized representatives, or service address by filing the appropriate forms with the province. It is important to ensure that any changes are reported to keep the registration current and compliant with Ontario regulations. If you need assistance updating an existing Extra-Provincial LLC, please contact us for more information.
Extra-Provincial Corporation vs
Extra-Provincial LLC
The difference is that an Extra-Provincial Corporation (EPL) refers to a corporation registered outside of Ontario but recognized as a business structure in Canada, while an Extra-Provincial LLC (EP LLC) refers to a foreign Limited Liability Company, a structure not recognized in Canada but allowed to operate in Ontario through registration. EP LLCs retain their foreign LLC status while complying with Ontario's regulations.
What Information Is Required
To Register an LLC in Ontario?
- Business Name
- Address of Principal Place of Business
- Email Address
- Business Activity
- Home Jurisdiction of Original LLC
- Name of Person Authorizing Registration
- Address of Authorizing Person
What our clients say about us
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4 months ago
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7 months ago
It was very easy to renew my business license online. An agent followed up with me immediately by email when she noticed an address discrepancy on my application. It was easily resolved. Prompt, professional and friendly service.
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6 months ago
Awesome company to work with. Website is easy to navigate into finding what you need, online forms are simple to fill in, and the request was processed and confirmed within the afternoon! Very impressed with their service and will be using again for my husband's business come January.
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