Provincial Corporation Registration in Canada

What is a Provincial Corporation?

When you do provincial corporation registration in Canada, you have to see the name of a company that shall be retained in that province where the business is incorporated provincially. In provincial corporation registration in Canada, rules are less strict regarding the business name uniqueness, and generally, it will be accepted if there are no names similar to your business name. If you decide to expand elsewhere in the future, your name will not be protected outside of that province. You may only do business in a province; your office must be established there if you register it at the provincial level. You're not precluded from doing business with companies out of another province. Including at a provincial level also includes filing a company annual return with your provincial government within 60 days of incorporation.

The expense of provincial corporation registration in Canada comparatively runs higher than federal incorporation but also can be different depending on every province’s government.

How do we do a Province-specific corporation registration process?

If you have decided to incorporate a provincial corporation registration in Canada instead of federal incorporation, you need to follow some steps for each territory

The Alberta registration steps for Provincial Corporation registration in Canada

The steps for registration in the Manitoba for Provincial Corporation are as follows

Step 1. Pick a Name

The Alberta corporation name does contain 3eleemnts-

• Legal
• Distinguish
• Descriptive

Step 2. You will need an Alberta NUANS report

You have to get an Alberta NUANS report and check it to ensure no name is similar or identical to your Corporation. Even identical-name corporations are also not allowed.

The NUANS report reserves the name till 90 days; the complete report with incorporation details should be submitted within the 91days.

Step 3- collect all the information that is needed for incorporation

For the Provincial corporation registration in Canada, You should collect and check all the information that is needed for incorporation, like articles of incorporation and Notice of English/ French name equivalency.

Step 4- Record your company address

Your Registered office will need to be physically present in Alberta; only then will your Corporation get the legal documents delivered.

Step 5- Elect a director

At least one director must be elected or appointed for your company, and information must be recorded on the Notice of Directors.

Step 6-Agent for service is appointed.

An individual located in Alberta is a service agent who can accept notices and documents in person or by mail on behalf of the Corporation. There is no need for agents of service to be lawyers.

Step 7- Application package submission

You will have to take your forms to an Authorized Alberta service provider and also bring

Your information for incorporation forms

• Article of incorporation
• Notice of English / French Name equivalency: this is optional
• Notice of Address
• Notice of Directors
• Notice of Agent for Service for an Alberta

NUANS report

Valid ID

Fee payment

If all the information needed meets, then the service provider will enter details in the Corporate Registry computer system and give you a certificate of incorporation.

The Manitoba registration steps For Provincial corporation registration in Canada

The steps for registration in the Manitoba for Provincial Corporation are as follows:

Step 1. Reservation for name

A reservation of a name is required in most cases before a name will be incorporated.

Step 2. Article of Incorporation

Incorporate a new business corporation or a nonprofit corporation in Manitoba.

Step 3. Need consent to Act as First Director

You need consent to be a director of a new Manitoba corporation when you are not an incorporator. This is filed with the article of incorporation only. No extra fee is charged.

Step 4. Article of Amalgamation

You can amalgamate two or more Manitoba corporations with shared capital or without shared capital to form a corporation.

Step 5. Power of Attorney

Appointing a power of attorney is required when no directors or officers of a Manitoba corporation reside in the province.

Step 6. Consent & Undertakings

When you get consent from another company to use your name.

Step 7. Certification of Counterparts

Lawyer’s certificate of comparison when filing documents in counterpart.

Step 8. Payment options

Pay by Visa or Mastercard for filings

The Newfoundland and Labrador registration steps for provincial corporation registration in Canada

The steps for registration in Newfoundland and Labrador for Provincial corporations are as follows:

Step 1. Articles of Incorporation

Article of incorporation can be with or without Share Capital

Step 2. The Name

The article of incorporation should set out the name of the Corporation. If someone wishes a numbered corporation name, then it should be approved before incorporation. All the names should end with limited, Corporation, Inc., etc.

Step 3. The Registered office

The location of the registered office must be stated. The street address only needs to be stated in the Notice of the registered office.

Step 4. Class and maximum number of shares

Restricting the directors' decision to issue shares is the primary function of authorized capital.

Step 5. Directors

The maximum number of directors permitted has no limit. There must be a maximum of three entities for Not-for-profit. Also, the directors must be of the age of majority, which is 19.

Step 6. Restriction of any Transfer Shares

The provision of the Securities Act requires that substantial advantages should be available to private companies, indicating that the Corporation should not have more than 50 shareholders subscribe for shares.

Step 7. If Restrictions on business, corporations can still carry on

This is an optional provision in this article except for corporations without share capital

Step 8. Incorporators

The person who is known as an incorporator will submit the article of incorporation. If the incorporator is the corporate body, then that company should be in good standing before the new entity can be incorporated.

Step 9. Bylaws

The article of incorporation does not require submitting the By-Laws.

Step 10- Business Taxation

The most favourable business tax climates in Canada are in Newfoundland and Labrador. The lowest Income Tax rates are in the country.

Step 10. Fees

Submit Fees that are prescribed by the Ministry of Digital Government and service NL for the Registry of Companies.

Ontario registration steps for Provincial Corporation registration in Canada

The steps for registration in Manitoba for Provincial corporation registration in Canada are as follows:

Step 1. File articles of Incorporation

To register, you have to file a document called Articles of Incorporation

Step 2. Accept Corporate Bylaws

The internal rules governing the corporation's management are described in the Corporate Bylaws. They describe the directors' and officers' duties and obligations and also govern how a corporation should run.

Step 3. Maintain and create a Minute Book

The documents and records that are required by law to be kept, like a binder, case, or file, are called the Minute Book.

Step 4. Obtain a Business License

You must contact the Municipal Business License office for businesses in cities, towns, villages, or districts to obtain a business license.

Step 5. Get a Business Number

Once your business has been filed with the Ontario government, then the government itself will forward to create your business number for your Corporation.

Step 6. Harmonized Sales Tax

The HST will apply to purchases of taxable supplies at the rate of 13%. Businesses in Ontario that were registered for GST are now required to collect and report the HST according to the GST filing frequency.

Step 7. Register with HSIB

You have to register with the Workplace Safety and Insurance Board if you have hired or plan to hire employees.

Step 8. Hold Director Organizational meeting

A director meeting requires the following:

• Approve the business bylaws
• Approval of the new registered office location
• Approving the corporate seal
• Approve the share certificate form
• Issue shares of stock
• Appointing Consultants
• Appointing the corporate officers
• Open a company bank account

Step 9. Hold Shareholders' Organizational Meeting

In this meeting, it is required to:

• Approving the corporate bylaws
• Waiving the appointment of Auditors.
• Appoint directors
• Approve the acts of directors

Special cases in provincial corporation registration in Canada

The only provinces in Canada that waive the corporate director's residency requirement are British Columbia, Quebec, Prince Edward Island, Nova Scotia, and New Brunswick. These are some special cases. It is most important for foreign individuals and businesses wishing to register in Canada as then they won’t be required to appoint resident Canadian directors.

What is Extra Provincial Registration?

An Extra-provincial registration, which is also called foreign qualification or registration, is the procedure by which a company incorporated in one province or territory seeks authorization to carry out business activities in another province or territory. This registration enables the company to operate legally and fulfil its responsibilities in additional jurisdictions.

Process of Extra-Provincial Registration

There are generally following steps for the process of Extra-Provincial registration

• Research and Assessment – You must understand the legal and tax consequences and assess the viability of conducting business activities in that jurisdiction. The requirement for extra-provincial registration in the additional jurisdiction should be determined.
• Document preparation- You have to collect all the necessary documentation, including the Extra provincial registration application, which supports the corporate documents and any required certificates.
• Filing and Submission – You have to submit your completed application and supporting documents to the right regulatory authority in the additional jurisdiction. Also, you have to pay the required fees.
• Compliance and Maintenance- You have to fill out all the annual reports, renew registrations, and meet any other obligations.

What are the Residency Requirements for Corporate Directors?

Every jurisdiction has their requirements concerning the residency of a corporation's directors. All the residency requirements by the jurisdiction of the directors are mentioned below;

• In Federal jurisdiction, 25% of resident Canadian Directors are required
• In Alberta jurisdiction, 25% of resident Canadian Directors are required
• In British Columbia, no Canadian directors are required
• In Manitoba, 25% of resident Canadian Directors are required
• In New Brunswick, no Canadian Directors are required
• In Newfoundland, 25% of resident Canadian Directors are required
• In Nova Scotia, No Canadian Directors are required
• In Ontario, 25% of resident Canadian Directors are required
• In Prince Edward Island, no Canadian Directors are required
• In Quebec, no Canadian directors are required
• In Saskatchewan there is 25% of resident Canadian Directors are required

What is the difference between Federal and Provincial corporation registration in Canada?

Protection of name rights

In a Federal Corporation, approval of a name is very high. Once the name is approved in a federal corporation, then it will get approved in the whole of Canada, whereas in the case of provincial corporation registration in Canada, the name only has protection in the particular territory due to less strict name criteria. If you want your business operation to be only in one province, then you can opt for provincial corporation registration in Canada.

Incorporation Costs

In Federal incorporation, it is required to register a business in a particular province with federal registration, which will incur an extra cost, which is not the case in incorporating a Provincial corporation registration in Canada; if you choose to go with a federal corporation, then you have to pay extra with more time involved.

Jurisdiction operation

You can run a federal corporation anywhere in Canada without thinking about its location and name, as it provides wider protection, but in incorporating a provincial corporation registration in Canada, you have to establish your office in a particular province.

Business Recognition

Federal corporations give businesses more worldwide recognition.

Easy Submission

Incorporating a provincial corporation registration in Canada is much easier to handle as there is no intervention of federal compliance in them.

What services Enterslice can provide?

• Enterslice can provide you with Expert guidance throughout the provincial Corporation Registration in Canada, ensuring compliance with each province’s specific legislation.
• We will give you tailored solutions for registering your Corporation in various Canadian provinces, considering each jurisdiction's unique legal requirements and regulations.
• Enterslice gives you comprehensive Compliance with Provincial laws and regulations regarding corporate registration, which will minimize risk and ensure smooth operations.
• You should let Enterslice prepare and file all the necessary documents for provincial corporation registration in Canada, which will save you time and effort.
• Once you access our legal advisory services, you will understand the intricacies of provincial legislation, ensuring proper adherence and minimising legal challenges.
• Enterslice will also help you with pricing structure so that you know exactly what to expect in terms of the cost associated with Provincial corporation registration in Canada.
• Enterslice will also help you with post-registration requirements or inquiries.