A single corporate search rarely answers the whole question once a target does business in more than one province. Extra-provincial registration is a second filing most buyers never think to check for, and Québec’s register shows something no other province’s does.
Key takeaways
SECTION 01 OF 03
Ontario’s Extra-Provincial Corporations Act, R.S.O. 1990, c. E.27, s.2(1) sorts every non-Ontario corporation into three classes: Class 1 for corporations from another Canadian province, Class 2 for federally or territorially incorporated ones, and Class 3 for everything incorporated outside Canada. Section 4(1) then draws the line that actually matters for a search: “an extra-provincial corporation within class 1 or 2 may carry on any of its business in Ontario without obtaining a licence under this Act.” Section 4(2) is the mirror image: “No extra-provincial corporation within class 3 shall carry on any of its business in Ontario without a licence under this Act…”.
A target incorporated in Alberta or federally does not need an Ontario licence to trade here — but it should still appear on file through the Corporations Information Act’s initial notice requirement, a separate filing from either its home-province incorporation record or an EPCA licence. A search that stops at the Ontario Business Registry and finds nothing under the target’s exact name has usually stopped one filing too early if the target was actually incorporated somewhere else.
SECTION 02 OF 03
Québec’s Loi sur la publicité légale des entreprises, RLRQ c. P-44.1, art. 1 establishes the registrar of enterprises as a public officer responsible for the register, and art. 99 states the access rule outright: “Toute personne peut consulter le registre… La consultation est gratuite” — anyone may consult the register, and consultation is free. Article 33 requires the registration declaration to include the entity’s Québec enterprise number, its legal form and, where applicable, its ultimate beneficial owners.
Article 99.1 then narrows what stays private: only a person’s date of birth, a residential address where a professional address has been declared instead, and a minor beneficiary’s name and address are excluded from consultation. An adult ultimate beneficial owner’s name is not on that exclusion list — meaning Québec’s register discloses, for free, to anyone who asks, information that the federal and Ontario beneficial-ownership regimes either restrict to regulators or keep off any public register at all.
SECTION 03 OF 03
A registry search — federal, provincial, or Québec’s register alike — proves a corporation exists, confirms its registered directors and officers, and shows what has been filed. It has never shown, and cannot show, an unregistered unanimous shareholder agreement, a private security interest over the corporation’s assets, or an unfiled lawsuit. Those are the subjects of what the minute book must contain, and who can see it, the share claims a buyer cannot see on the register, and what corporate filings follow a share purchase, and of the separate PPSA search covered elsewhere in this series. See also buying business assets in Québec: the movable hypothec and the RDPRM and section 4 of the public searches a buyer runs before closing for the federal and Ontario corporate-status search itself. Treadstone Law’s note on extra-provincial registration covers the Ontario filing mechanics in more procedural depth.
No, if it falls into Class 1 or Class 2 under the Extra-Provincial Corporations Act — a corporation from another Canadian province, or one incorporated federally or territorially, may carry on business in Ontario without a licence. A non-Canadian corporation, Class 3, cannot lawfully do so without one.
An unregistered unanimous shareholder agreement, a private security interest over the corporation’s assets, or an unfiled lawsuit — a registry search only proves a corporation exists, confirms its registered directors and officers, and shows what has actually been filed.
Yes, for most adult owners. Québec’s register can be consulted by anyone for free, and only a person’s date of birth, a residential address where a professional one has been declared instead, and a minor beneficiary’s details are excluded from consultation — an adult ultimate beneficial owner’s name is not, unlike the federal or Ontario regimes.
Sources
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