Extra-provincial corporations licence (outside Canada)
Ontario Extra-Provincial Licence – Corporations incorporated or continued under the laws of a jurisdiction outside of Canada must obtain an Extra–Provincial Licence in order to conduct their business activities in Ontario.
To obtain an Extra–Provincial Licence for a business corporation incorporated or continued under the laws of a jurisdiction outside of Canada and wishing to operate in Ontario, the following documentation must be submitted to the Central Production and Verification Services Branch:
Application for Extra–Provincial Licence (Form 1 prescribed under the Regulations to the Extra–Provincial Corporations Act) completed in duplicate and bearing original signatures on both copies;
Appointment of Agent for Service (Form 2 prescribed under the Regulations to the Extra–Provincial Corporations Act) completed in duplicate and bearing original signatures on both copies;
Ontario–biased NUANS name search report;
An original Certificate of Status issued by the government of the home jurisdiction, and signed by an official of the governing jurisdiction authorized to do so, setting out:
the name of the corporation,
the date of incorporation or amalgamation,
the jurisdiction to which the corporation is subject,
that the corporation is a valid and subsisting corporation.
Note: If the home jurisdiction will not issue an original Certificate of Status with the above information, a legal opinion from a lawyer authorized to practice in that jurisdiction is required, setting out all the above information.
Covering letter giving a contact name, return address and telephone number.
Extra-Provincial Corporation Name
An Extra-Provincial Licence will not be issued to a foreign corporation with a name that is identical to a corporate name already in use in Ontario. In the case where the identical name is no longer in use, a licence will only be issued if at least ten years have elapsed since the other body corporate was dissolved or changed its name.
Agent for Service
These foreign corporations must also appoint an Agent for Service in Ontario. An Agent for Service may be an individual, 18 years of age or older who is resident in Ontario, or a corporation having its registered office in Ontario. The foreign corporation must ensure the continuing appointment of an Agent and report any changes to the Agent’s name, address, etc.
A foreign corporation operating in Ontario without having obtained a licence or without an appointed Agent for Service may face possible prosecution under S.20 of the Extra-Provincial Corporations Act and is not capable of maintaining an action or other proceedings in an Ontario court.
Filing requirements after an extra-provincial licence is obtained
Initial return/notice of change
A corporation that has obtained an Extra–Provincial licence to carry on business in Ontario, must file an Initial Return/Notice of Change, Form 2, under the Corporations Information Act within 60 days after the date the corporation begins to carry on business in Ontario. If the information filed changes, the corporation must file another Initial Return/Notice of Change, Form 2 within 15 days after the change takes place.
Corporations Information Act Annual Return (CIA AR)
For tax years ending after December 31, 2008, foreign business corporations licensed under the Extra–Provincial Corporations Act to carry on business in Ontario, are required to file a Schedule 548, Corporations Information Act Annual Return for Foreign Business Corporations, together with their T2 return to the Canada Revenue Agency. This schedule must be filed within six months after the end of each tax year.
For all tax years ending before January 1, 2009, corporations are required to file their CIA AR with the Ontario Ministry of Finance.
The information collected on the Initial Return/Notice of Change and the CIA AR is used to update the public record maintained by the Ontario Ministry of Government and Consumer Services.
Changes to information on an extra-provincial licence
Name of Jurisdiction – A change to the name of the corporation in its home jurisdiction or a change of home jurisdiction due to a continuance, requires that an Application for Amendment to Extra-Provincial Licence, Form 3 under the Extra-Provincial Corporations Act, be completed and filed in duplicate with the Central Production and Verification Services Branch, along with a Certificate of Status and an Ontario-biased NUANS name search (if the corporation has changed its name).
Change of Agent for Service
A change of Agent for Service requires the following to be completed a filed with the Central Production and Verification Services Branch:
Revised Appointment of Agent for Service, Form 2 under the Extra-Provincial Corporations Act; and
Initial Return/Notice of Change, Form 2 under the Corporations Information Act.
Change of Head or Registered Office Address
A change of Head or Registered Office Address requires that an Initial Return/Notice of Change, Form 2 under the Corporations Information Act, be completed and filed with the Central Production and Verification Services Branch within 15 days after the change of Head or Registered Office address takes place.
Ceasing to carry on business in Ontario
If a corporation with an Extra-Provincial Licence decides to cease carrying on business within the province of Ontario, the corporation must complete and submit in duplicate, Application for Termination of Extra-Provincial Licence, Form 4 under the Extra-Provincial Corporations Act to the Central Production and Verification Services Branch.
In addition, the corporation must submit an Initial Return/Notice of Change, Form 2, under the Corporations Information Act to the Central Production and Verification Services Branch with the Application for Termination of Extra-Provincial Licence, Form 4. This form must be completed with the appropriate information and must include the “Date Commenced” business activity in Ontario and the “Date Ceased” carrying on business activity in Ontario (item numbers 9 and 10 on the form).
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