Neufeld Legal P.C. 403-400-4092 / 416-887-9702 Chris@NeufeldLegal.com
PROVINCIALLY REGISTERING COMPANY
When your federal company seeks to engage in business in any province, it is quite possible that your company will need to be extra-provincially registered in that particular province if it wishes to legally conduct business in that province, together with undertaking other appropriate licensing and registrations (for contrary to what you may think, federal incorporation does not automatically entitle you to engage in business throughout, quite the opposite, as it requires you to separately register to conduct business in each and every business in which it wishes to conduct business). The determination as to whether your corporation is required to register with a province's regulatory authorities is dependent upon the specifics of your business' operations and engagement in the local province, such that you should be consulting knowledgeable legal counsel to ascertain your legal responsibilities when you are looking to engage in business in any province.
Registering your company can be particularly important in various industries, where bidding and attaining contracts makes extra-provincial registration a pre-requisite. Nevertheless, even where there isn't an overt demand that your company be registered, this doesn't necessarily preclude your company from being registered, as your failure to register could well place your business in violation of provincial laws and subject to fines and other punishment. As such, extra-provincial registration must be properly pursued when looking to undertake business in any province.
So if you are looking to undertake your business in any province through your corporation, including your home province, contact Neufeld Legal P.C. with respect to extra-provincial registration at 416-887-9702 (Toronto office) / 403-400-4092 (Calgary office) or via email at Chris@NeufeldLegal.com.
The basis for
extra-provincially registering a federal company arises from the
applicable provincial Business Corporations Act,
as seen from this extract of the British Columbia Business
"Foreign entities required to be registered
375 (1) A foreign entity must register as an extraprovincial company in accordance with this Act within 2 months after the foreign entity begins to carry on business in British Columbia.
(2) For the purposes of this Act and subject to subsection (3), a foreign entity is deemed to carry on business in British Columbia if
(a) its name, or any name under which it carries on business, is listed in a telephone directory
(i) for any part of British Columbia, and
(ii) in which an address or telephone number in British Columbia is given for the foreign entity,
(b) its name, or any name under which it carries on business, appears or is announced in any advertisement in which an address or telephone number in British Columbia is given for the foreign entity,
(c) it has, in British Columbia,
(i) a resident agent, or
(ii) a warehouse, office or place of business, or
(d) it otherwise carries on business in British Columbia."
Whereas the applicable provincial Business Corporation Act is the starting point for a federal company to become extra-provincially registered, the process of extraprovincial registration and managing the company onwards, really requires that you engage the appropriate legal counsel and tackling the specifics of the situation (with full disclosure being paramount).