Register a Foreign LLC In Ontario

No. The LLC is not a recognized business structure in Canada, so you cannot create a new one here. If you already have a foreign LLC (such as a US LLC), you can register it as an Extra-Provincial LLC to operate in Ontario. To start a brand-new Canadian business with similar liability protection, you would incorporate instead.

Only an existing foreign LLC, one already established outside Canada, typically in the United States, can apply. The registration links your foreign company to Ontario and allows it to operate within the province. Canada does not allow the formation of new LLCs, so this process applies only to bringing an existing foreign LLC in.

It's complicated. In its home country an LLC usually has pass-through taxation, but the Canada Revenue Agency generally treats a US LLC as a corporation for Canadian tax purposes, not as a flow-through. This mismatch can create unexpected results like potential double taxation if not planned for. Registering extra-provincially doesn't change how either country taxes the entity. We strongly recommend speaking with a cross-border tax professional. (OBC handles the registration filing and does not provide tax advice.)

Registering your foreign LLC in Ontario allows the existing LLC to carry on business in the province without creating a new Ontario corporation. It lets you expand into the Ontario market while maintaining the LLC's existing legal structure in its home jurisdiction. Registration also helps ensure the LLC meets Ontario's requirements for foreign businesses operating in the province and provides an established Ontario presence for customers, contracts, banking, and other business activities. The LLC remains the same underlying entity rather than being converted into a different business structure.

Yes. Extra-Provincial LLCs in Ontario are valid for 5 years and must be renewed. You'll receive a renewal notice as the expiry approaches, and there's a 60-day grace period after expiry to renew without penalty. If the registration is not renewed within the permitted renewal period, a new Ontario registration may be required.

An Extra-Provincial Corporation (EPL) is a corporation registered outside Ontario but recognized as a business structure in Canada, registered under the Extra-Provincial Corporations Act. An Extra-Provincial LLC (EP LLC) is a foreign Limited Liability Company that's allowed to operate in Ontario through registration under the Business Names Act. The EP LLC retains its foreign LLC status while complying with Ontario's regulations.

Yes. You can update details such as the LLC's address, authorized representatives, or service address by filing the appropriate forms with the Province. Keeping the registration current ensures it stays compliant with Ontario regulations. Contact us for assistance updating an existing Extra-Provincial LLC.

No. You do not need to be a Canadian citizen or permanent resident to register a foreign LLC or to be a member of one. The registration is for existing foreign LLCs regardless of the citizenship of their members.

You'll typically need your LLC's business name, home jurisdiction, principal place of business address, email, business activity, and the name and address of the person authorizing the registration. Proof that your LLC is in good standing in its home jurisdiction may also be required, often the articles of organization or certificate of formation.

No. Your Ontario Business Identification Number (BIN) is a 9-digit number issued for your Ontario registration. It is separate from the Business Number (BN) issued by the Canada Revenue Agency for tax program accounts.