Calgary Extra-Provincial Registration Lawyer

Contact Neufeld Legal PC for your incorporation legal work at 403-400-4092 or Chris@NeufeldLegal.com

Extra-provincial registration of both federal and out-of-province corporations in Alberta is necessary to ensure that those corporations are legally compliant, maintain transparency, and the corporation is capable of legally operating and conducting business within the province of Alberta.

A. Legal Compliance

  • The Alberta Business Corporations Act (specifically Section 279) mandates that an "extra-provincial corporation" must register or incorporate in Alberta within 30 days of commencing business in the province. This ensures that the corporation adheres to Alberta's provincial laws and regulations.

B. "Carrying on Business" Requirement

  • Alberta has specific criteria that determine if a corporation is "carrying on business" in the province, thereby requiring extra-provincial registration. These include:

    • Having a telephone directory listing in Alberta.

    • Advertising services with an Alberta address.

    • Having a physical presence (resident agent, representative, warehouse, office, or place of business) in Alberta.

    • Actively soliciting business within Alberta.

    • Owning land or having an interest in land in Alberta.

    • Being licensed or registered under any Alberta Act that allows it to carry on business.

C. Legal Standing and Recognition

  • Without extra-provincial registration, a corporation incorporated federally or in another province is not recognized as a legal entity in Alberta. This severely limits its ability to:

    • Be recognized by Land Titles for property registration.

    • Open an Alberta bank account.

    • Be recognized by Alberta courts.

    • Commence a lawsuit or civil claim.

    • Enter into contracts.

D. Transparency and Accountability

  • Extra-provincial registration provides transparency and accountability for businesses operating across provincial borders. It allows Alberta authorities to:

    • Maintain accurate records of corporations active within their jurisdiction.

    • Ensure compliance with local laws.

    • Establish an "address for service" in Alberta, making it easier to serve legal documents if necessary.

E. Market Access and Credibility

  • Registering your business extra-provincially allows you to tap into Alberta's economy and consumer base. It also enhances your corporation's credibility with customers, suppliers, and partners in Alberta.

F. Federal Corporations are Not Exempt

  • A common misconception is that federal corporations, having the right to operate anywhere in Canada, don't need to extra-provincially register. However, federal corporations still need to register in each province or territory where they conduct business to comply with provincial legislation.

As a corporate business lawyer, I have been dealing with the corporate law and business matters for over a quarter century, and understand the importance of asking the appropriate questions, and follow-up questions, such that we might optimize the structure of an incorporated business and maximize it corporate legal capacity in furtherance of one's commercial ventures.

If you are looking for a business incorporation lawyer in Calgary, serving businesses throughout the province of Alberta and beyond, we welcome you to contact our law firm at 403-400-4092 or via email at Chris@NeufeldLegal.com to schedule an initial consultation and learn more about our law firm's business incorporation legal practice.

 

Considerations before Incorporating a Company