Offshore companies
Select a Province in Canada to incorporate a business
Where to incorporate a business in Canada
Directors Residency requirements
When incorporating a business in Canada, it is important to determine the province where your corporation will operate. You may choose to incorporate federally or in one of 13 provincial/territorial jurisdictions.
Where will your corporation conduct its business – in one or more provinces/territories or across Canada?
How important is federal name protection? Will your corporate name be used in multiple Provinces or Territories?
Does the uniqueness of your corporate name justify its protection with federal incorporation?
What are the various fees associated with federal incorporation versus provincial incorporation?
How to incorporate a business in Canada – Federal and Provincial jurisdiction
Provincial corporations are incorporated pursuant to the applicable provincial corporate statute. They only have the right to carry on business within the Province or Territory of incorporation. For example, an Ontario corporation is allowed to operate only in the Province of Ontario.
It is possible, however, for provincially-registered corporations to make an extra-provincial registration to carry on business in one or more other Provinces.
The definition of “carrying on business” varies from Province to Province, so a qualified lawyer should always be consulted to determine whether or not extra-provincial registration is required.
Extra-provincial registration
The extra-provincial registration process for provincially registered corporations is very similar to the extra-provincial registration process for federal corporations; however, it differs in one important respect: Name Approval.
Federal corporation names are automatically protected across Canada (except in the Province of Quebec) at the time of incorporation. When a federal corporation needs to register to operate in a Province or Territory, with some limited exceptions, it can normally file the requisite paperwork with the filing fee and commence doing business once its registration has been approved. This is not the case for provincially incorporated companies, whose names are only reserved and approved for use in their home Province.
Provincially incorporated companies have the added burden of having their name re-approved in the Province of extra-provincial registration. If another company were to be using the same or similar name in that other Province, it is possible that the name could be denied for extra-provincial registration. For example, an Ontario corporation registering to do business in Alberta must complete and submit an Alberta NUANS® Search in conjunction with its application for extra-provincial registration. If an Alberta business using the same name as the Ontario corporation were to appear on that NUANS® Search, the Ontario corporation would be prohibited from using its name in Alberta. The Ontario corporation would have no choice but using a different name (assumed name) for its operations in Alberta. This scenario usually leads to the recommendation that federal incorporation is preferred if your corporation plans to operate in multiple Provinces.
Corporate name protection
As previously mentioned, incorporating federally under the Canada Business Corporations Act (CBCA) provides protection for corporate names across Canada (except Quebec). Once a particular corporate name is registered as a federal corporation name, no one else may use that name or one that is confusingly similar for his/her corporation anywhere in Canada (except Quebec). This federal corporate name protection is second only to trademark protection, in terms of its scope and effectiveness for protecting business names. Because of the scope of corporate name protection provided under the CBCA, proposed corporate names are thoroughly scrutinized by Corporations Canada according to strict name granting guidelines. As a result, many names that would be acceptable for corporate registration provincially are rejected by Corporations Canada as being too vague or non-distinctive.
It is strongly recommended that a NUANS® and/or CIDREQMD name search be performed prior to submitting your application for incorporation, in order to ensure that there can be no confusion about your choice of corporate name. Be aware that a NUANS name search for incorporating an Ontario company includes corporate names across Canada, but other Provinces may not necessarily search Ontario corporate names. This means that, if you incorporate ABC Company in Ontario, someone else could potentially incorporate ABC Company in Manitoba at a later date.
Cost of incorporation
Laws restricting selection of Province
Directors residency requirements
Each jurisdiction has its own requirements concerning the residency of a corporation’s directors. Residency requirements by province are as follows:
Provinces requiring Canadian resident Directors
- Federal (Canada) 25% resident Canadian Directors required
- Alberta 25% resident Canadian Directors required
- Manitoba 25% resident Canadian Directors required
- Newfoundland 25% resident Canadian Directors required
- Saskatchewan 25% resident Canadian Directors required
Provinces not requiring Canadian resident Directors
- British Columbia no Canadian Directors required
- New Brunswick no Canadian Directors required
- Nova Scotia no Canadian Directors required
- Ontario no Canadian Directors required
- Prince Edward Island no Canadian Directors required
- Quebec no Canadian Directors required
Please note that it is only directors which are specified, not officers or shareholders.
Officers and shareholders do not need to be Canadian residents. Note also that Canadian residents are specified, not Canadian citizens.
British Columbia, Quebec, Prince Edward Island, Nova Scotia and New Brunswick and Ontario are the only Provinces in Canada that waive the corporate directors’ residency requirements. This is especially important for foreign individuals and businesses wishing to register businesses in Canada, as they will not have to appoint resident Canadian directors if they incorporate in any of these Provinces.
We do not provide nominee director services, however, we can provide incorporation services in any province which does not have residency restrictions.
Companies incorporated in any of those five provinces can then be registered to do business in other provinces as well.
Branch office registration is also available to you in any Canadian province, and you would not need to have a resident Canadian as a director.
Canada provinces
Select a jurisdiction which best suits your company’s needs:
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