How to Register an Extra-Provincial Corporation?

Registry of Companies

An extra-provincial company is a body corporate that is not incorporated in Newfoundland and Labrador. For example, a federal company is, by definition, an extra-provincial company. An extra-provincial company is required to register in Newfoundland if it is carrying on an undertaking/ business activity which would include:

holding an interest in land other than by way of security
maintaining an office or warehouse in the province
being licenced or registered or required to be licenced under any law of the province
holding a certificate of registration issued under the Highway Traffic Act.
in another manner carries on an undertaking in the province
has a telephone number listed in the telephone directory

An extra-provincial company must be registered before it commences business in the province.

Registration

To register an extra-provincial corporation, a name check must be performed and forms 24 (PDF: 120 KB), 25 (PDF: 30 KB), and 26 (PDF: 105 KB) together with the constating instruments must be filed with the required fee.

Form 24
Statement for Registration

As with local incorporations, the name of the company must meet all of the requirements of the legislation. Usually, a name is reserved in advance to reduce confusion. Further, a copy of the constating documents must be provided.

The registered head office field must be completed with an address in Newfoundland and Labrador.

If the corporation has a seal, it must be used. Otherwise, the form must state that the corporation has no seal. The officers signing Form 24 (PDF: 120 KB) must be the officers swearing Form 26 (PDF: 30 KB), the Statutory Declaration.

Form 25
Statutory Declaration

The officers signing Form 24 (PDF: 120 KB) must indicate their office and complete the statutory declaration (PDF: 30 KB). All signatures must be witnessed by a notary public, commissioner for oaths or other person authorized to swear documents in the jurisdiction of incorporation.

Form 26
Power of Attorney

Each extra-provincially registered corporation must have a Power of Attorney (PDF: 105 KB) located in the province pursuant to section 440.

Constating Documents

The articles of incorporation from the foreign or dominion jurisdiction, must be filed with the above-noted forms. This would also include any documents relating to a continuance.

Business Taxation

Newfoundland and Labrador has one of the most favourable business tax climates in Canada. Our Corporate Income Tax rates are amongst the lowest in the country. Refer to the Department of Finance for more information.

Fees

Schedule of Fees (PDF: 61 KB) Prescribed by the Minister of Government Services for the Registry of Companies.