Canadian Snapshot: Carrying on Business

A look at the current definition of “carrying on business” in each province and territory of Canada

Below are the thresholds for what constitutes “carrying on business” in each province and territory of Canada, for the purpose of determining when a company may need to register or obtain a licence do to business in each province. Obtain tax advice in addition to considering the threshold in each corporate statute.

British Columbia

A person is carrying on business in British Columbia if:

(a) its name, or any name under which it carries on business, is listed in a telephone directory

(i) for any part of British Columbia, and

(ii) in which an address or telephone number in British Columbia is given for the foreign entity,

(b) its name, or any name under which it carries on business, appears or is announced in any advertisement in which an address or telephone number in British Columbia is given for the foreign entity,

(c) it has, in British Columbia,

(i) a resident agent, or

(ii) a warehouse, office or place of business, or

(d) it otherwise carries on business in British Columbia.

Not Carrying on Business

A person is not carrying on business in British Columbia:

(a) if it is a bank,

(b) if its only business in British Columbia is constructing and operating a railway, or

(c) merely because it has an interest as a limited partner in a limited partnership carrying on business in British Columbia.

A foreign entity need not be registered under the corporate statute, and may carry on business in British Columbia as if it were so registered, if

(a) the principal business of the foreign entity consists of the operation of one or more ships, and

(b) the foreign entity does not maintain in British Columbia a warehouse, office or place of business under its own control or under the control of a person on behalf of the foreign entity.

Alberta

A person is carrying on business in Alberta if:

(a) its name, or any name under which it carries on business, is listed in a telephone directory for any part of Alberta,

(b) its name, or any name under which it carries on business, appears or is announced in any advertisement in which an address in Alberta is given for the extra‑provincial corporation,

(c) it has a resident agent or representative or a warehouse, office or place of business in Alberta,

(d) it solicits business in Alberta,

(e) it is the owner of any estate or interest in land in Alberta,

(f) it is licensed or registered or required to be licensed or registered under any Act of Alberta entitling it to do business,

(g) it is, in respect of a commercial vehicle as defined in the Traffic Safety Act (Alberta), the holder of a certificate of registration under the Traffic Safety Act, unless it neither picks up nor delivers goods or passengers in Alberta,

(h) it is the holder of a certificate as defined in section 130 of the Traffic Safety Act, unless it neither picks up nor delivers goods or passengers in Alberta, or

(i) it otherwise carries on business in Alberta.

Saskatchewan

A person is carrying on business in Saskatchewan if:

(a) its name, or any name under which it carries on business, is listed in a telephone directory for any part of Saskatchewan;

(b) its name, or any name under which it carries on business, appears or is announced in any advertisement in which an address in Saskatchewan is given for the extraprovincial corporation;

(c) it has a resident agent or representative or a warehouse, office or place of business in Saskatchewan;

(d) it solicits business in Saskatchewan;

(e) it holds any title or interest in land registered in the name of the corporation pursuant to The Land Titles Act, 2000 (Saskatchewan);

(f) it is licensed or registered or required to be licensed or registered pursuant to any Act entitling it to do business;

(g) it is the holder of a certificate of registration pursuant to The Traffic Safety Act (Saskatchewan), unless it neither picks up nor delivers goods or passengers in Saskatchewan;

(h) it is the holder of a driver’s licence pursuant to The Traffic Safety Act, unless it neither picks up nor delivers goods or passengers in Saskatchewan; or

(i) it otherwise carries on business in Saskatchewan.

Manitoba

A person is carrying on business in Manitoba if:

(a) it has a resident agent or representative, or a warehouse, office or place of business in Manitoba; or

(b) its name or any name under which it carries on business, together with an address for the body corporate in Manitoba, is listed in a Manitoba telephone directory; or

(c) its name or any name under which it carries on business, together with an address for the body corporate in Manitoba, is included in any advertisement advertising the business or any product of the body corporate; or

(d) it is the registered owner of real property situate in Manitoba; or

(e) it otherwise carries on its business or undertaking in Manitoba.

Ontario

A person is carrying on business in Ontario if:

(a) it has a resident agent, representative, warehouse, office or place where it carries on its business in Ontario;

(b) it holds an interest, otherwise than by way of security, in real property situate in Ontario; or

(c) it otherwise carries on its business in Ontario.

Not Carrying on Business

A person is not carrying on business in Ontario if:

(a) it takes orders for or buys or sells goods, wares and merchandise; or

(b) offers or sells services of any type,

by use of travellers or through advertising or correspondence.

Québec

A person is carrying on business in Quebec if a person, trust or partnership who has an address in Québec or, either directly or through a representative acting under a general mandate, has an establishment, a post office box or the use of a telephone line in Québec or performs any act for profit in Québec is presumed to be carrying on an activity or operating an enterprise in Québec.

This includes the operation of an enterprise, or possess an immovable real right, other than a prior claim or hypothec, in Québec.

New Brunswick

A person is carrying on business in New Brunswick if:

(a) its name, or any name under which it carries on business, appears or is announced in any advertisement in which an address in New Brunswick is given for the extra-provincial corporation;

(b) it has a resident agent or representative or a warehouse, office or place of business in New Brunswick;

(c) it solicits business in New Brunswick;

(d) it is the owner of any estate or interest in land in New Brunswick;

(e) it is licensed or registered or required to be licensed or registered under any Act of New Brunswick entitling it to do business;

(f) it is the holder of a certificate of registration under the Motor Vehicle Act (New Brunswick);

(g) it is the holder of a licence issued under the Motor Carrier Act; or

(h) it otherwise carries on business in New Brunswick.

Where an extra-provincial corporation has its name or any name under which it carries on business listed in a telephone directory for any part of New Brunswick, that corporation shall be deemed, in the absence of evidence to the contrary, to be carrying on business in New Brunswick.

Not Carrying on Business

A person is not carrying on business in New Brunswick if:

(a) it is a general or limited partner in a limited partnership or an extra-provincial limited partnership that has filed a declaration under the Limited Partnership Act (New Brunswick); or

(b) it is a member or an associate of a New Brunswick limited liability partnership or an extra-provincial limited liability partnership.

Nova Scotia

A person is carrying on business in Nova Scotia if it transacts any of the ordinary business of a corporation, whether by means of an employee or an agent and whether or not the corporation has a resident agent or representative or a warehouse, office or place of business in this province.

Newfoundland

A person is carrying on business in Newfoundland if:

(a) it holds title to land in the province or has an interest otherwise than by way of security in land;

(b) it maintains an office, warehouse or place of business in the province;

(c) it is licensed or registered or required to be licensed or registered under a law of the province that entitles it to do business or to sell securities of its own issue;

(d) it is the holder of a certificate of registration issued under the Highway Traffic Act (Newfoundland) respecting a public service vehicle; or

(e) in another manner it carries on an undertaking in the province.

Where an extra-provincial company is listed with a number under the name of the extra-provincial company in a telephone directory published by a telephone company for use in this province, that extra-provincial company is presumed, in the absence of proof to the contrary, to be carrying on an undertaking in this province.

Prince Edward Island

A person is carrying on business in Prince Edward Island if:

(a) its name, or any name under which it carries on business, is listed in a telephone directory for any part of the province;

(b) its name, or any name under which it carries on business, appears or is announced in any advertisement in which an address in the province is given for the extraprovincial corporation;

(c) it has a resident agent or representative or a warehouse, office or place of business in the province;

(d) it solicits business in the province;

(e) it is licensed or registered or required to be licensed or registered under any Act of the Legislature of Prince Edward Island entitling it to do business; or

(f) it otherwise carries on business in the province.

Nunavut

A person is carrying on business in Nunavut if:

(a) its name, or any name under which it carries on business or operations, is listed in a telephone directory for any part of Nunavut;

(b) its name, or any name under which it carries on business or operations, appears or is announced in any advertisement in which an address in Nunavut is given for the extra-territorial corporation;

(c) it has a resident agent or representative or a warehouse, office or place of business or operations in Nunavut;

(d) it solicits business in Nunavut;

(e) it is the owner of any estate or interest in land in Nunavut;

(f) it is licensed or registered or required to be licensed or registered under any Act of Nunavut entitling it to do business or carry on operations; or

(g) it otherwise carries on business or operations in Nunavut.

Yukon

A person is carrying on business in Yukon if:

(a) its name, or any name it uses or by which it identifies itself, is listed in a telephone directory for any part of the Yukon and gives an address or telephone number in the Yukon;

(b) its name, or any name it uses or by which it identifies itself, appears or is announced in any advertisement and gives an address or telephone number in the Yukon;

(c) it has a resident agent, warehouse, office or place of business in the Yukon;

(d) it acts as a director of a corporation;

(e) subject to subsection (2), it is a partner in a partnership in respect of which a declaration or certificate is filed or required to be filed under the Partnership and Business Names Act (Yukon);

(f) it is the owner or holder of any estate or interest in real property in the Yukon, including any claim or lease under the Placer Mining Act (Yukon) or the Quartz Mining Act (Yukon) and any disposition, lease, license, permit or other interest under the Oil and Gas Act (Yukon);

(g) it is authorized by license or permit or required to be so authorized under any enactment entitling it to carry on any profession, business, occupation or calling in the Yukon; or

(h) it otherwise transacts or carries on business or activities in the Yukon.

Northwest Territories

A person is carrying on business in Northwest Territories if:

(a) its name, or any name under which it carries on business or operations, is listed in a telephone directory for any part of the Northwest Territories;

(b) its name, or any name under which it carries on business or operations, appears or is announced in any advertisement in which an address in the Northwest Territories is given for the extra- territorial corporation;

(c) it has a resident agent or representative or a warehouse, office or place of business or operations in the Northwest Territories;

(d) it solicits business in the Northwest Territories;

(e) it is the owner of any estate or interest in land in the Northwest Territories;

(f) it is licensed or registered or required to be licensed or registered under any Act of the Northwest Territories entitling it to do business or carry on operations; or

(g) it otherwise carries on business or operations in the Northwest Territories.