Formation in Canada > LLC
in the Canadian Provinces
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
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
(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,
(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.
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.