Federal versus provincial incorporation
Federal incorporation means incorporating under the Canada Business Corporations Act; provincial incorporation means incorporating under a province’s own statute. Corporations Canada says a federal corporation has the right to use its name across Canada, but provincial and territorial law requires it to register where it will conduct business.
An owner meets this choice when setting up a company, and a buyer meets it when finding out which statute governs the target. It decides which Act sets the rules for shares, buy-backs and dissent. A federal corporation must also register in each province and territory where it will conduct business.
What the sources say
- Corporations Canada says federal incorporation gives the right to use the name across Canada.
- It also says provincial and territorial legislation requires a federal corporation to register in each province and territory where it will conduct business, with requirements that differ by province.
- Ontario’s Extra-Provincial Corporations Act defines an extra-provincial corporation as one, with or without share capital, incorporated or continued otherwise than by or under the authority of an Act of its Legislative Assembly.
What to check
Read the certificate and articles to see the governing statute, then compare the CBCA with the OBCA or the other provincial Act. Confirm each province’s registration. For Ontario, see registering an extra-provincial corporation in Ontario.
Sources
This definition is checked against primary sources. Links were last confirmed on the dates shown.
- 01Innovation, Science and Economic Development Canada (Corporations Canada)GovernmentBenefits of incorporating
- 02Innovation, Science and Economic Development Canada (Corporations Canada)GovernmentRegister a federal corporation in a province or territory
- 03Government of OntarioGovernmentExtra-Provincial Corporations Act, R.S.O. 1990, c. E.27
- 04Government of Canada (Department of Justice)GovernmentCanada Business Corporations Act, R.S.C. 1985, c. C-44
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