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Federal, Provincial, and Territorial Incorporation

Expert: Bruce Probert

Wurie asked:

I would like to register a business in Canada at a Canadian address but have primary operations take place outside of the country. Is this possible?

Bruce Probert answered:

Yes, it is possible for a federal or provincially/territorially incorporated entity to carry on business in a foreign jurisdiction. The corporation would, of course, have to respect the laws of that foreign jurisdiction. This would include the requirement to apply for registration or qualification to carry on business within the jurisdiction.

When deciding whether to incorporate federally, provincially or territorially, one consideration of importance may be the director residency requirements. Federally incorporated corporations are generally required to have at least 25% of the directors being resident Canadians. The residency requirements for provincial or territorial corporations vary from there being no requirement for resident Canadian directors, to a requirement for a majority of the directors to be resident Canadian. In addition, one or more directors may be required to be residents of the province or territory of incorporation.

It should also be noted that even though carrying on business outside of the country, a corporation incorporated federally in Canada must maintain its registered office within Canada. Similarly, a provincial or territorial corporation is usually required to maintain its registered or head office within the province or territory in which it is incorporated.

Additional Information with respect to incorporation at the provincial or territorial level is available from the appropriate government web sites.

Further information with respect to federal incorporation may be obtained from the Industry Canada Corporations Directorate's web site at

About the author

Bruce Probert is a project officer at Industry Canada.

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