What is Extra-Provincial Registration

In Newfoundland and Labrador, most corporations commonly exist under and are governed by the Corporations Act, RSNL 1990, c C-36. Under the legislation these are called “domestic” corporations, along with other corporations which exist under other provincial laws (e.g. an incorporated municipality).

Corporations which are incorporated and exist under the laws of other Canadian provinces or which are incorporated under federal legislation need to be extra-provincially registered in Newfoundland and Labrador pursuant to section 433 of the provincial Act before engaging in any “undertaking” in the province.

In the Act, an undertaking is defined as any “business or activity”, which includes holding title to land in the province, maintaining a warehouse, office, or place of business in the province, or being licensed or registered or required to be licensed or registered under a law of the province that entitles it to do business (e.g. to operate a restaurant, or offer any type of regulated professional service).

Extra-provincial registrations are filed with the Newfoundland and Labrador Registry of Companies, which is the same provincial registry which maintains records and registrations in relation to most domestic corporations.

It is an offence under the Act for an extra-provincial corporation to engage in any undertaking in the Province without being properly registered.

So, for example, a corporation organized and existing pursuant to the federal Canada Business Corporations Act, RSC 1985, c C-44, which attempted purchase real estate in Newfoundland and Labrador without first being properly extra-provincially registered in the province would be exposed to sanctions under the provincial Act.

The requirements for extra-provincial registration are currently set out in section 438 of the Act, but in broad strokes require a statement setting out certain particulars of the corporation, a statutory declaration sworn or affirmed by an officer of the corporation, a copy of the constating documents of the corporation from its home jurisdiction, and a power of attorney (and, of course, a fee).

If you are an owner or director of a company incorporated in another jurisdiction and need help with extra provincial registration, or if you need help incorporating a company or with other corporate issues, please feel free to contact our office to discuss.

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