EXTRA-PROVINCIAL REGISTRATION INTO ALBERTA

To schedule an appointment, contact our law firm at 403-400-4092 or Chris@NeufeldLegal.com

Expanding one's business into any Canadian province is not without its legal and procedural requirement, with Alberta being no different, other than certain legislative initiatives providing for streamlining that process in certain circumstances. 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.

Providing corporate-commercial legal advice and strategic direction to business enterprises engaged as Alberta provincial corporations or federal corporations, from business formation to corporate governance to contracts and business transactions. Contact our law firm at Chris@NeufeldLegal.com or 403-400-4092 to schedule a confidential initial consultation for your business.

Canadian-Controlled Private Corporation (CCPC)