If you wish to register your foreign business in Canada (i.e. a company or business that has been incorporated in another country other than Canada). you will need to decide which province or territory you wish to register in. It will depend on what city in Canada that you wish to conduct business.
If you wish to do business across all of Canada you will need to register in each of the 13 provinces and territories of Canada individually.
Some provinces are busier commerce centres such as British Columbia, Alberta and Ontario and it may be prudent for you to register in those provinces first. Feel free to contact us before purchasing any service to be sure you are on the right track.
You can review the population of Canada to determine the best province in which to conduct business. Ontario is the largest commerce centre with over 13 million people. British Columbia comes second with over 4 million people. The remaining provinces are less with the exception of Quebec which operates in the French language.
Options to Register a Foreign Business in Canada
Register a Branch Office in Canada (Extra-Provincial Registration)
- A foreign company registers to conduct business in a province of Canada
- An agent for service living in that province and an address is required in that province (We can provide you with this service)
- Harmonized Sales Tax/Goods & Services Tax (HST/GST) is required to be charged on all sales/services in Canada when the company’s worldwide sales are over $30,000
- Registration differs as to whether your company is a limited company or LLC
Considerations to Register Foreign Business in Canada
- Competition Act
- Investment Canada Act
- Laws and Regulations Regarding the Products and Services of your Company
- Different Types of Business Registrations Available
- Clearing the Company Name in Canada
- Residency Requirements of the Directors of the Company
- Agent for Service Requirements in Canada
- Revenue Canada Agency Tax Numbers and Legal Requirements
- Legal Requirements for Conducting Business in a Province
It is important BEFORE you purchase to review the sections below respecting the Competition Bureau and the different forms of registration that foreign companies can consider in Canada. In order to determine what is the best approach for your business, we will be glad to provide you with the name of a solicitor who will provide you with a free consult.
Provinces and Territories of Canada
There may be additional municipal licensing requirements depending on the nature of business you wish to conduct in Canada. If you feel that you wish to register your business right across Canada then please send us a note outlining your plans and the type of business you wish to conduct.
Register Foreign Business in Canada – Competition Bureau
Some businesses that wish to conduct business in Canada may need to obtain an opinion from the Competition Bureau before conducting business in Canada. In particular, multi-level marketing companies. The requirements under the Competition Bureau relate to the Competition Act. To submit a request to the Competition Bureau, your company will be required to have a Canadian resident submit the request for a written opinion. The Competition Bureau provides a fee for this service. We will be able to provide you with a Canadian solicitor who will be able to give you guidance on the requirements of the Competition Bureau. Feel free to contact us BEFORE you order our services. You may also review the Competition Bureau Fee and Services Standard Handbook for Written Opinions.
Register Foreign Business in Canada – Investment Canada
Non-Canadians who acquire control of an existing business registered in Canada or wish to establish a new unrelated business will be subject to the Investment Canada Act and they must submit either a notification or an application for review to the Canadian government. Refer to the frequently asked questions on Industry Canada’s website for more information about the Investment Canada Act. Further, you may wish to review the Investment Canada Act Guidelines. If you require further information about these requirements we will be able to provide you with a solicitor who will give a free consult.
Selling Drugs and Health Products in Canada
Canada has specific requirements for selling drugs and health products in Canada. It is important, before you register, to ensure that any product you wish to sell is in compliance with the laws and regulations around selling health products in Canada.
A business that is incorporated in a jurisdiction outside of Canada may open a branch office in one or more of the provinces or territories in Canada OR it can register in all of the provinces and territories.
There are four types of extra-provincial registrations in Canada:
Other Registration Requirements
Name Search Report
All provinces and territories will require you to provide a name search report. We will assist you with performing searches of your company’s name to ensure there are no other companies in Canada that have the same or too similar a name. If you are not able to obtain a name search report that is clear you may be able operate under another name other than your company’s name in order to become registered.
Agent/Attorney for Service and Address in Canada
It is not necessary to have an office address in Canada in order to do business in any of the provinces or territories. However, you will be required to have what is called an agent or attorney for service. This can be, but is not limited to, being a solicitor of law. It must be someone or a company who is resident in the province or territory in which the company is being registered. This agent will accept correspondence on behalf of the foreign company and this is where the notification will be sent for the annual return filing required (see below). Upon a purchase of our service you will be requested to tell us if you need an agent for service.
Register Foreign Business in Canada – Canadian Taxes
You may be subject to filing a Canadian tax return in Canada. You will need to contact a Canadian accountant immediately to obtain advice as to the rules and regulations for the province or territory in which you register. The Revenue Canada Agency will be able to provide your business with information as to whether it will need to file a provincial and/or federal tax return in Canada. we will be able to refer you to a qualified accountant if you need one.
Federal Business Number
All foreign corporations registered in Canada must obtain a Federal Business Number. This is a 9-digit number which is allocated to the company. Please see the section on Federal Business Number for more information.
Goods and Services Tax/Harmonized Sales Tax
If your worldwide profits are more than $30,000 a year you will need to charge HST/GST on services provided and goods sold in Canada by the foreign company. Refer to the section respecting registering for a Federal Business number for more details on these requirements. The Revenue Canada Agency will expect you to report annually on the tax charged. As part of our service of obtaining a Federal Business Number for your foreign company, we will discuss with you whether you will need a GST/HST number. The HST/GST account will be open as an account connected to your Federal Business Number.
Importing and Exporting
If you intend to import or export goods to and from Canada you will be required to obtain an Export/Import Number. This is an account number that will be connected to the Federal Business Number and if you purchase our federal business number service we will obtain an import/export number for you if it is required at the same time. The Revenue Canada Agency will require you to report on the amounts imported and exported on an annual basis.
In order to determine whether you need to be registered it helps to understand what the legal requirement for registration is. Feel free to contact us if you wish to be registered and we will be glad to assist in helping you to determine what the requirements would be for your particular situation.
Provincial/Territorial Annual Return Reporting
Most provinces and territories require that any company registered in its province/territory must submit a corporate annual return to the Companies Office in the province or territory the company is registered.
What Constitutes Carrying on Business in Canada
Before registering in a province of Canada you should first determine whether under what circumstances registration is required. For the statute requirements for registering in the various provinces see below:
The Extra-Provincial Corporations Act (Ontario) governs foreign companies carrying on business in Ontario. Sections 1(2) and (3) indicate that “(2) For purposes of this Act, an extra-provincial corporation carries on its business in Ontario if, (a) it has a resident agent, representative, warehouse, office or place where it carries on its business in Ontario, (b) it holds an interest, otherwise than by way of security, in real property situate in Ontario, or (c) it otherwise carries on its business in Ontario. (3) An extra-provincial corporation does not carry on its business in Ontario by reason only that, (a) it takes orders for or buys or sells goods, wares and merchandise; or (b) offers or sells services of any type, by use of travellers or through advertising or correspondence.“
The Business Corporations Act (Alberta) governs foreign companies carrying on business in Alberta. Sections 277(1) and (2) describe carrying on business in Alberta as follows: “For purposes of this Part, an extra-provincial corporation carries on business in Alberta if (1) its name, or any name under which it carries on business, is listed in a telephone directory for any part of Alberta, (b) its name, or any name under which it carries on business, appears or is announced in any advertisement in which an address in Alberta is given for the extra-provincial corporation, (c) it has a resident agent or representative or a warehouse, office or place of business in Alberta, (d) it solicits business in Alberta, (e) it is the owner of any estate or interest in land in Alberta, (f) it is licensed or registered or required to be licensed or registered under any Act of Alberta entitling it to do business, (g) it is, in respect of a commercial vehicle as defined in the Traffic Safety Act, the holder of a certificate of registration under the Traffic Safety Act, unless it neither picks up nor delivers goods or passengers in Alberta, (h) it is the holder of a certificate as defined in section 130 of the Traffic Safety Act, unless it neither picks up nor delivers goods or passengers in Alberta, or (i) it otherwise carries on business in Alberta. (2) The Registrar may exempt an extra-provincial corporation from the payment of fees under this Part if the Registrar is satisfied that it does not carry on business for the purpose of gain.“
The Corporations Act (Manitoba) governs foreign companies carrying on business in Manitoba. Section 187 of the statute indicates that a business is deemed to be carrying on its business or undertaking in Manitoba if (a) it has a resident agent or representative, a warehouse, an office or a place of business in Manitoba; (b) the name of the company or the name under which the company carries on business, together with the address of the company, is listed in a Manitoba telephone directory, (c) the name of the company or the name under which the company carries on business, together with the address in Manitoba of the company, is included in an advertisement promoting the business in Manitoba; (d) the company is the owner of registered real estate in Manitoba, or it otherwise carries on business in Manitoba.