What is extra-provincial registration in Ontario and who needs it?

Extra-provincial registration in Ontario is the process by which a corporation incorporated outside of Ontario — whether federally under the CBCA or in another province — officially registers its presence with the Ontario government in order to legally carry on business in Ontario.

The requirement applies broadly. Any corporation incorporated in a jurisdiction other than Ontario that "carries on business" in Ontario must register as an extra-provincial corporation through the Ontario Business Registry. What counts as "carrying on business" includes having an office, employees, or ongoing commercial activities in Ontario. Simply having Ontario customers for an online product may or may not reach the threshold, depending on the specific facts.

The registration requires filing a certified copy of the corporation's articles of incorporation (or equivalent constitutional document), the applicable fee, and information about the corporation's directors and registered agent in Ontario. Once registered, you must maintain an Ontario service address and file annual returns with Ontario as well as with your home jurisdiction.

Failure to register when required can result in the corporation being unable to enforce contracts in Ontario courts — a significant practical problem. Some contracts also require parties to warrant that they are properly registered in all applicable jurisdictions.