Moving Your Corporation to Another Province: Continuance and Extra-Provincial Registration — CPA Firm Near You, Montreal

Introduction

When a corporation in Quebec expands operations or relocates to another province, owners often assume they must dissolve and reincorporate. In reality, Canadian corporate law allows a corporation to move its legal home to another province through “continuance,” or to register in multiple provinces using extra-provincial registration. Each option carries important tax, legal, and administrative implications. This guide explains how to move your corporation to another province, what continuance means, and how a CPA near you in Montreal can help ensure compliance with CRA, Revenu Québec, and corporate law requirements.

Legal and Regulatory Framework

Under the Canada Business Corporations Act (CBCA) and Quebec Business Corporations Act (QBCA), a corporation may: (1) continue (export) from Quebec to another jurisdiction; (2) continue (import) from another jurisdiction into Quebec; or (3) register extra-provincially while keeping its home jurisdiction. Continuance requires shareholder approval, articles of continuance, filings with the new jurisdiction, deregistration from the previous jurisdiction, and updated minute books. Extra-provincial registration requires registration with the new province’s corporate registry while maintaining incorporation in Quebec. CRA and Revenu Québec must be notified to update corporate addresses, payroll accounts, GST/HST/QST numbers, and corporate tax accounts.

Key Court Decisions

Courts have ruled that improper continuance or failure to comply with corporate law creates invalid corporate acts. Judges confirmed that shareholder approval and resolutions are mandatory, and that corporations cannot operate legally in a province without registration. Several decisions highlight penalties for failing to file extra-provincial annual returns. Courts emphasize that continuance must follow legislated procedures and reflect legitimate business reasons.

Why CRA and Revenu Québec Scrutinize Interprovincial Moves

When a corporation moves jurisdictions, CRA and RQ examine whether the move corresponds to real operations, whether payroll and sales tax accounts reflect the new province, whether GST/HST rules apply, and whether corporate tax returns are correctly allocated. Businesses operating in multiple provinces must allocate income among provinces based on revenue and payroll. Incorrect allocations or outdated registrations increase audit risk.

Reasons to Move or Register in Another Province

Business expansion

Opening offices, warehouses, or permanent establishments elsewhere.

Tax and compliance alignment

Managing GST/HST, PST, or payroll under the correct jurisdiction.

Operational relocation

Moving the company’s base of operations to a new province.

Access to incentives

Some provinces offer tax credits or incentives for specific industries.

Corporate restructuring

Simplifying multi-entity structures across provinces.

Continuance vs Extra-Provincial Registration

Continuance (changing home jurisdiction)

Your corporation legally becomes a corporation of another province and leaves Quebec. Requires amendments, shareholder approval, and filings.

Extra-provincial registration

Your corporation stays Quebec-based but obtains authority to operate in another province. Required when your business has a presence in another province (employees, warehouse, physical office).

Choosing the right method

Depends on where your operations, staff, and corporate governance are centered.

Steps for Continuance

Step 1: Shareholder approval

A special resolution is required.

Step 2: Articles of continuance

Prepare and file with the new jurisdiction.

Step 3: Withdraw from Quebec

File cessation of activities with the REQ.

Step 4: Update minute books

Record resolutions and new articles.

Step 5: Update CRA/RQ accounts

New address and provincial tax allocation must be recorded.

Steps for Extra-Provincial Registration

Step 1: Register in the new province

Submit forms to the corporate registry.

Step 2: Maintain dual compliance

File annual returns in Quebec and the new province.

Step 3: Update tax accounts

Payroll, GST/HST, QST, and PST must be updated.

Step 4: Allocate income properly

Income must be allocated between provinces according to rules.

Common Pitfalls

Ignoring PST rules

Provinces such as BC, SK, and MB have separate PST systems.

Missing annual returns

Extra-provincial registrations require dual filings.

Not updating CRA/RQ

Outdated addresses or accounts cause compliance issues.

Permanent establishment complications

A warehouse or employee triggers tax obligations in a province.

Improper deregistration

Failing to complete continuance correctly causes future legal problems.

Mackisen Strategy

At Mackisen CPA Montreal, we manage continuances and extra-provincial registrations by preparing resolutions, coordinating filings with provincial registries, updating tax accounts, advising on GST/HST/PST obligations, and ensuring accurate income allocation. We ensure compliance with all legal and tax regulations during interprovincial transitions.

Real Client Experience

A Montreal tech firm expanded into Ontario but failed to register extra-provincially; the company later faced penalties and refused contracts. We registered the corporation properly and updated all tax accounts. Another client continued their corporation from Ontario to Quebec; we handled corporate filings, minute book updates, and CRA/RQ notifications for a smooth transition.

Common Questions

Do I need to reincorporate if I move to another province?

No — continuance allows you to keep your corporation intact.

Do I need extra-provincial registration?

Yes, if you have employees, an office, or regular operations in another province.

Does moving affect corporate taxes?

Yes — income must be allocated between provinces.

Will GST/HST rules change?

Possibly. It depends on the new province.

Why Mackisen

With more than 35 years of combined CPA experience, Mackisen CPA Montreal helps corporations move or expand across provinces while maintaining full tax and legal compliance. We handle filings, registrations, and strategic tax planning for interprovincial operations.