Where does a federal corporation need to have its registered office?
Under the Canada Business Corporations Act, a federal corporation must have a registered office in Canada — it does not have to be in any specific province. You specify the province of the registered office in your federal articles of incorporation, and the registered office must be located within that province. If you subsequently want to move your registered office to a different province, you must amend your articles.
The registered office is the official address where legal documents and government notices can be served on the corporation. It must be a physical address in Canada (not a PO box alone). Many corporations use the address of their lawyer or registered agent service for this purpose to ensure documents are reliably received and forwarded.
Federal corporations with a registered office in Ontario must list a specific street address in Ontario. If the corporation also has its principal place of business in Ontario, the two addresses can be the same, or different if the corporation has offices in multiple locations.
When a federal corporation registers extra-provincially in Ontario, it must also provide an Ontario service address as part of the extra-provincial registration — which in practice means the registered office function is duplicated across both registrations.
Key takeaways
- A federal corporation's registered office must be in Canada but can be in any province specified in the articles.
- The address must be a physical street address, not a PO box.
- Changing the registered office province requires an articles amendment.
- Extra-provincial registration in Ontario adds a separate Ontario service address requirement.