A corporation exists everywhere in Canada, but the right to carry on business in a province is a separate registration there, and each province writes its own trigger. Alberta’s penalty is the sharpest: an extra-provincial corporation “while unregistered is not capable of commencing or maintaining any action or other proceeding in any court in Alberta” on contracts made in the course of carrying on business there.
Key takeaways
SECTION 01 OF 10
Nothing in a purchase agreement registers anyone anywhere. Each province puts the duty on the corporation carrying on business inside it, so a buyer of an operation in three provinces owes three filings of its own. Alberta’s section 279(1) is typical: “every extra-provincial corporation shall be registered under this Part before or within 30 days after it commences carrying on business in Alberta”.
On a share purchase the corporation is unchanged and its registrations stay with it; on an asset purchase they stay with the seller, as Treadstone Law explains for business names after an asset purchase. The searches you run before closing show where the target is registered; only the asset schedule and the payroll show where it should have been.
SECTION 02 OF 10
Section 1(2) of Ontario’s Extra-Provincial Corporations Act, marginal note Carrying on business in Ontario, says “an extra-provincial corporation carries on its business in Ontario if,” it has “a resident agent, representative, warehouse, office or place where it carries on its business in Ontario”, holds a non-security interest in Ontario real property, or “it otherwise carries on its business in Ontario”. Subsection (3) excludes remote selling done “by use of travellers or through advertising or correspondence”.
Alberta’s section 277(1) is longer and catches more. It applies where “it has a resident agent or representative or a warehouse, office or place of business in Alberta”, and where the corporation is listed in an Alberta telephone directory, advertises with an Alberta address, or owns an interest in Alberta land. Advertising is a trigger in Alberta and an exclusion in Ontario.
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British Columbia deems rather than defines. Section 375(2) says “a foreign entity is deemed to carry on business in British Columbia if” its name “is listed in a telephone directory” giving a local address or telephone number, or it has there a resident agent or “a warehouse, office or place of business”.
Québec sets the lowest bar. Under section 25 of its Act respecting the legal publicity of enterprises, “a person, trust or partnership who has an address in Québec or, either directly or through a representative acting under a general mandate, has an establishment, a post office box or the use of a telephone line in Québec or performs any act for profit in Québec is presumed to be carrying on an activity or operating an enterprise in Québec”.
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Section 2(1) sorts extra-provincial corporations into three classes: class 1 provincial, class 2 federal or territorial, class 3 “incorporated or continued under the laws of a jurisdiction outside of Canada.” Only class 3 needs a licence. Section 4(1) provides that “Subject to this Act, the Corporations Information Act and any other Act”, a class 1 or 2 corporation “may carry on any of its business in Ontario without obtaining a licence under this Act”.
Those opening words are the trap. Section 3(1) of the Corporations Information Act requires that “Every extra-provincial corporation” … “that begins to carry on business in Ontario shall file with the Minister an initial return”, and subsection (2) sets the deadline at “within 60 days after the date the corporation begins to carry on business in Ontario”. Exempt from the licence is not exempt from filing, as Treadstone Law explains for federal corporations.
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The narrow bar is absolute. EPCA section 21(1), marginal note Ability to maintain action: “An extra-provincial corporation within class 3 that is not in compliance with section 19 or has not obtained a licence when required by this Act, is not capable of maintaining any action or any other proceeding in any court or tribunal in Ontario in respect of any contract made by it.” Class 3 only, two defaults only — no licence, or no Ontario agent for service — and only its own contracts. But there is no leave: correcting the default is the whole cure.
The wide bar is the filing default, and it catches Canadian corporations. CIA section 18(1), marginal note Ability to sue: “A corporation that is in default of a requirement under this Act to file a return or notice or that has unpaid fees or penalties is not capable of maintaining a proceeding in a court in Ontario in respect of the business carried on by the corporation except with leave of the court.” Leave is not discretionary where “the failure to file the return or notice or pay the fees or penalties was inadvertent” and nobody was misled. A buyer that files nothing is in default from day 61 — the gap a supplier spotted in Treadstone Law’s Barrie case study.
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Keeping the sign over the door is a separate filing. Business Names Act section 2(1): “No corporation shall carry on business or identify itself to the public under a name other than its corporate name unless the name is registered by that corporation.” Buying the goodwill in a name does not register it.
Section 7(1), also marginal-noted Ability to sue, adds the third bar: “A person carrying on business in contravention of subsection 2 (1), (2) or (3) or subsection 4 (4) or (6) is not capable of maintaining a proceeding in a court in Ontario in connection with that business except with leave of the court.” It reaches “a person”, so it also catches a buyer holding the business personally or in partnership.
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Alberta halves Ontario’s deadline and removes the safety valve. Section 295(1), marginal note Capacity to commence and maintain legal proceedings: “An extra-provincial corporation while unregistered is not capable of commencing or maintaining any action or other proceeding in any court in Alberta in respect of any contract made in the course of carrying on business in Alberta while it was unregistered.”
Three differences from Ontario, all adverse to a buyer. It reaches every extra-provincial corporation, not only those from outside Canada; it bars commencing as well as maintaining; and there is no leave, subsection (2) merely letting a proceeding already begun continue once the corporation registers. The fine is trivial beside it, section 296 making contravention an offence “liable to a fine of not more than $5000.”
SECTION 08 OF 10
British Columbia registers “foreign entities”, which section 1(1) defines as “a foreign corporation or a limited liability company”; an Ontario or federal corporation is one. Section 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.”
The consequence is money, not capacity. Contravening section 375(1) is an offence under section 426(1)(b), and section 428(3) makes a foreign entity “liable to a fine in a prescribed amount for each day that the offence continues.” The regulation fixes it: “The fine prescribed for the purposes of section 428 (3) of the Act is $100.” I searched the whole consolidated Act for any bar on an unregistered entity suing and found none. Section 378(4) points the other way: “No act of a foreign entity that carries on business in British Columbia” … “is invalid merely because” it was unregistered.
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Québec does not put this in its corporate statute. Section 21 of the Act respecting the legal publicity of enterprises requires registration by legal persons not constituted in Québec that are domiciled there, carry on an activity there, or hold an immovable real right there other than a hypothec. Section 32 gives 60 days from the day registration becomes compulsory.
The consequence is a suspension the other side asks for, not a bar the court applies. Section 24: “If an application is presented before a court or a body exercising an adjudicative function by an unregistered person or partnership who is required to be registered, an interested person may, before the hearing, demand that the examination of the application be suspended until the person or partnership is registered.” Québec carries the largest fine of the four: a registrant who fails to be registered is “liable to a fine of not less than $2,000 nor more than $20,000”.
SECTION 10 OF 10
Ontario, Alberta and British Columbia each protected the contract, which makes this procedural rather than a solvency problem. CIA section 18(3): “No contract is void or voidable by reason only that it was entered into by a corporation that was in contravention of this Act or the regulations at the time the contract was made.” Alberta’s section 294 and British Columbia’s section 378(4) do the same. You still own what you bought; you may simply be unable to make a court say so until you file.
None of the clocks runs from closing: each runs from the day the corporation begins to carry on business there, so a buyer taking possession early starts before closing. Map the premises, staff, land, vehicles, directory listings and advertising to provinces, apply each province’s own test, register the buyer in each, register any Ontario trade name, and diarise the recurring filings — CIA section 18(1) is triggered by a missed annual return as readily as a missed initial one. File the results with the records the buyer must keep anyway, covered in our article on what the minute book must contain and who can see it.
Yes, because the corporation itself is unchanged on a share purchase, so its existing registrations stay with it automatically. On an asset purchase they do not: they stay with the seller, and the buyer owes its own fresh filings in every province where it now carries on business.
No. Ontario, Alberta and British Columbia all protect the underlying contract — it is not void or voidable merely because the corporation was in default. The usual consequence is an inability to sue on the contract in court until the corporation files, not a loss of what it owns.
It depends on the province. Alberta’s test expressly counts an advertisement carrying an Alberta address as carrying on business there, while Ontario’s test expressly excludes remote selling done through advertising or correspondence — the same fact pattern can trigger registration in one province and not the other.
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