LLC in Canadian Provinces

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Company Formation in Canada > LLC in the Canadian Provinces

British Columbia
A limited liability corporation (LLC), as constituted in U.S. jurisdictions, has no equivalent in the province of British Columbia (BC). The BC Company Act (R.S.B.C. 1996, c. 62), provides for only the traditional domestic incorporation. Section 109 of the Company Act also requires that the majority of directors of a company incorporated under the BC Act be persons ordinarily resident in Canada, and that at least one director also be ordinarily resident in BC.

A company that carries on business in BC, but is not a BC company, is required by the Company Act to register as an "extraprovincial company". An extraprovincial company is defined as "a corporation* duly incorporated otherwise than by or under an Act of the [BC] Legislature, that carries on business in British Columbia".

In 1999, the Company Act was amended to provide for the registration of a foreign LLC carrying on business in BC. A "limited liability company" is defined as "an organization that

(a) is formed in a jurisdiction other than British Columbia,
(b) is recognized as a legal entity in the jurisdiction in which it was formed,
(c) does not qualify to be registered under [the BC] Act, as an extraprovincial company, and
(d) is not a partnership or limited partnership.

An LLC is not considered to be an extraprovincial company, and therefore does not qualify to be registered as an extraprovincial company under the Act. Instead, the LLC is considered to be an "organization" that is "formed" in another jurisdiction and is "recognized as a legal entity" in that jurisdiction. The registration requirements for a foreign LLC in BC are substantially the same as those for an extraprovincial company.

Nova Scotia
The Corporations Registration Act (the Act under which companies extra-provincially register here) does allow for the extra-provincial registration of LLCs in Nova Scotia. They are treated in the same manner as the extra-provincial registration of any other company.

An LLC can continue into Nova Scotia if it meets the same tests as any other body corporate continuing in. Continuation requires an opinion from the export jurisdiction counsel to the effect that the entity is a company incorporated under the laws of the jurisdiction and also requires the consent of the Registrar of Companies of that jurisdiction.

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