Ontario requires corporations from outside Canada to keep an agent for service in Ontario. British Columbia requires an attorney for extraprovincial companies with a head office outside BC. The firm acts in either role for a fixed annual fee.
In short: Ontario requires every corporation incorporated outside Canada that carries on business in Ontario to keep an agent for service in Ontario at all times. British Columbia requires an extraprovincial company to have an attorney in BC unless its head office is in BC. Smutylo Law+ acts as agent or attorney in either province for CA$450 a year per province.
Section 19(1) of Ontario's Extra-Provincial Corporations Act requires every class 3 extra-provincial corporation that carries on its business in Ontario to ensure the continuing appointment, at all times, of an agent for service in Ontario. Class 3 is a corporation incorporated or continued under the laws of a jurisdiction outside Canada — a Delaware corporation, an English limited company, a German GmbH.
The agent must be an individual aged 18 or older who is resident in Ontario, or a corporation with its head office or registered office in Ontario. Corporations from other provinces and federal corporations (classes 1 and 2) do not need one.
Under BC's Business Corporations Act, an extraprovincial company must have one or more attorneys unless its head office is in British Columbia. BC Registries' guidance applies this to companies whose head office is in another Canadian province as well as to foreign companies.
The attorney must be a BC company or an individual resident in BC. An individual attorney's delivery address has to be a BC office the public can reach from 9:00 a.m. to 4:00 p.m. on business days, and it cannot be a post office box.
| Item | Fee |
|---|---|
| Agent for service (Ontario) or attorney (BC), per province | CA$450 / year |
| Extra-provincial registration, annual reports, changes of attorney | Quoted |
| Government filing fees | At cost |
Annual fees are billed quarterly in arrears, plus applicable taxes. Advice on any document served — a claim, a demand, a regulator's notice — is legal work and is quoted separately. Full terms: Agent Services Schedule.
If you are registering in Ontario or BC for the first time, the appointment is filed with the registration. If you are already registered and want to change agent or attorney, the change is a filing in the provincial registry. Either way, send the corporation's legal name, home jurisdiction and registry number (if any), and the firm confirms the appointment and fee in writing before anything is filed.
No. The requirement in s. 19 of the Extra-Provincial Corporations Act applies only to class 3 corporations — those incorporated or continued outside Canada. Corporations from other provinces and federal corporations do not need one.
BC Registries' guidance is that an extraprovincial company must have an attorney unless its head office is in British Columbia, and that this applies to companies with a head office in another province. Confirm the position for your company when you register.
A company incorporated in BC, or an individual resident in BC. An individual attorney's delivery address must be a BC office accessible to the public from 9:00 a.m. to 4:00 p.m. on business days, and not a post office box.
Yes. A corporation that needs an agent in Ontario and an attorney in BC pays CA$450 for each, per year, plus applicable taxes.
Send the corporation's name and home jurisdiction. The appointment and fee are confirmed in writing before anything is filed.
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