Corporate Registry Filings with Foreign Documents in Canada: What Each Registry Asks For and Its Translation Rule

A German GmbH opening an office in Calgary hands the registry agent its Handelsregisterauszug, the commercial register extract. In Alberta, that extract needs a notarized English translation. For an Ontario licence, the province's published instructions say nothing about translation at all.

That gap is the whole problem with corporate registry filings with foreign documents in Canada. Each province runs its own registry under its own statute, and they disagree on what proof they want, who certifies it and how the language is handled.

This guide sets out what Corporations Canada and the Ontario, British Columbia, Alberta and Quebec registries require from a company formed outside Canada, each one's translation rule, and how to prepare the documents.

Does a foreign company have to register in every province where it does business?

Yes. As Corporations Canada puts it for federal corporations, provincial and territorial legislation requires registration "in each province and territory in which it will conduct business", and a company formed abroad is in the same position. The triggers are broad.

• British Columbia: a foreign entity must register "within 2 months after the foreign entity begins to carry on business" in the province (Business Corporations Act, s. 375). A BC phone listing, an advertisement with a BC address, a resident agent or an office all count.
• Alberta: soliciting business, a resident agent or office, an Alberta licence or owning land in Alberta all mean you are carrying on business.
• Ontario: a corporation formed outside Canada needs a licence under the Extra-Provincial Corporations Act to carry on business in Ontario (s. 4(2)).
• Quebec: a legal person not constituted in Quebec must register if it is domiciled, carries on an activity or holds an immovable real right there. An address, establishment, telephone line or "any act for profit in Québec" creates the presumption, and the declaration is due within 60 days.

What does each registry ask for, and what is its translation rule?

Ontario: the certificate of status

Ontario's notice lists what the certificate of status must show: the corporation's name, its date of incorporation or amalgamation, the jurisdiction it is subject to, and "that the corporation is a valid and subsisting corporation." If the home jurisdiction issues no such certificate, or the Director is not satisfied, the corporation must provide a legal opinion from a lawyer authorized to practise there.

A foreign corporation "must use the name shown on the certificate of status", so the translation must reproduce that name exactly. The agent for service must be an Ontario resident aged 18 or older, or a corporation with its head or registered office in Ontario.

British Columbia: proof of existence and an attorney

BC's Extraprovincial Company Registration Statement (Form 33 XCO) asks a non-Canadian entity to "attach proof of existence of the foreign entity, certified by its jurisdiction", together with its corporate number, name, date of incorporation and jurisdiction. Under s. 386, the company must have at least one attorney, either an individual resident in BC or a company, unless its head office is in BC.

Alberta: the only explicit translation rule

Alberta lists the charter documents it accepts, such as a memorandum of association or "any certificate, licence or other instrument that provides proof of incorporation", plus "proof of current corporation status" from the home registry. They must be certified by a company official, a notary public or a government official. Then the rule: "if the charter is from outside Canada and has not been written in English, you'll also need to provide a notarized translation of the documents."

Alberta does not define the term. The form that meets its strictest reading is the translator's affidavit of accuracy sworn before a notary and attached to the translation; see certified vs sworn affidavit. Ask the registry agent if you are unsure what it will accept.

Quebec: a declaration, a French name and beneficial owners

Quebec registers a company formed elsewhere on the filing of a registration declaration rather than its charter. The declaration states the statute and jurisdiction under which the company was constituted, its date of constitution, its directors and officers with their dates of birth, and its ultimate beneficiaries, including individuals who hold or control 25% or more of the voting rights. Changes must be declared within 30 days.

Under s. 17 of the Act respecting the legal publicity of enterprises, a registrant whose name is in a language other than French "must declare the French version of that name used by the registrant in Québec." A company with neither a domicile nor an establishment in Quebec must designate an attorney residing in Quebec.

How do I move a foreign company into the CBCA?

Through a continuance (import). Corporations Canada's policy requires, for a company governed by legislation it has not pre-approved, which covers every foreign statute:

• Form 11, Articles of Continuance, and Form 2, Initial Registered Office Address and First Board of Directors;
• the name pre-approval letter, for a word name;
• "a document indicating approval of the continuance" from the body that administers the home legislation, such as the registrar;
• "an excerpt of the relevant provisions of the legislation" showing that the continuance is permitted;
• a signed legal opinion by counsel qualified in the home jurisdiction confirming that the law allows the continuance and will cease to apply afterwards.

The articles themselves must be in English, French or a bilingual format. The approval, the statute excerpt and any opinion written in another language need translations the examiner can rely on. Since January 22, 2024, a continued corporation must also file its individuals with significant control (ISCs) within 30 days of the Certificate of Continuance, or risk administrative dissolution.

Who may translate documents for a Canadian corporate registry?

None of the registries quoted here requires a member of a provincial translators' association. Alberta asks for a notarized translation; the others are silent. A complete translation with a signed certificate of accuracy and the translator's sworn affidavit meets Alberta's wording and gives the others a document they can rely on.

Do not confuse two certifications: Alberta's rule that charter documents be certified by a company official, notary or government official concerns the copy of the original. The translation carries its own.

Bank accounts, Investment Canada and tax registration bring their own document lists; see opening a Canadian branch or subsidiary and power of attorney translation.

Do I need an apostille on a foreign certificate of status?

None of the registry instructions quoted here asks for one. Canada has been a party to the Hague Apostille Convention since January 11, 2024, so where a lawyer, bank or registry does want a foreign public document authenticated, an apostille from the country that issued it replaces the old embassy legalization. Translate the apostille too, since it is part of the document. See apostille explained.

What must the translation of a certificate of status or charter show?

• The legal name exactly as registered, never translated, with the legal form kept: GmbH, S.A. de C.V., Kabushiki Kaisha.
• Registration numbers and the issuing register or court, digit for digit.
• Dates of incorporation, amalgamation and issue, with the date format made clear.
• The status wording, such as "active", "in good standing" or "valid and subsisting", translated literally rather than upgraded.
• Directors, officers and authorized signatories with names spelled as in their passports.
• Share capital and currency as stated, unconverted.
• Stamps, seals, electronic signatures and QR verification codes, described in brackets.
• Every page, including annexes and the apostille.

Why filings with foreign documents get rejected

The name does not match. Ontario requires the name shown on the certificate of status, so a translated or abbreviated name creates a mismatch.

The paperwork is stale. Nuans reports must be no older than 90 days in Ontario and under 91 days in Alberta, and an old certificate of status invites a request for a fresh one.

Only the first page was translated. Commercial register extracts often put directors, signing rules and history on later pages.

The wrong certification. A plain translation where Alberta asked for a notarized one.

No local representative. Ontario needs an agent for service, BC an attorney and Quebec an attorney residing in Quebec when the company has no establishment there.

One province only. An Ontario licence does not cover a warehouse in Alberta.

Checklist: foreign documents for a Canadian corporate filing

Questions people ask