If I incorporate federally, do I still need to register in Ontario to do business here?

Yes. A federal corporation incorporated under the Canada Business Corporations Act that carries on business in Ontario must register as an extra-provincial corporation with Ontario. This registration is required under the Corporations Information Act (Ontario) and must be done within sixty days of the corporation beginning to carry on business in the province.

Registration involves filing an initial return with the Ontario government, which captures information about the federal corporation including its name, the federal corporation number, the registered office in Ontario, and the names of its directors and officers. There is a filing fee. After the initial registration, the extra-provincial corporation must file annual returns with Ontario just as Ontario-incorporated corporations do.

"Carrying on business" in Ontario is not precisely defined by statute and is determined by the facts. Having employees in Ontario, maintaining an office or bank account in Ontario, entering into contracts in Ontario, or regularly soliciting customers in Ontario are factors that courts and regulators consider. If there is any doubt about whether your federal corporation's Ontario activities trigger registration, erring on the side of registering is the safer course.