Saskatchewan’s new franchise legislation regime came into force on June 30, 2026. As franchisors review their new Saskatchewan disclosure obligations, they should also consider a separate corporate compliance issue: whether they are required to be extra-provincially registered in Saskatchewan under The Business Corporations Act, 2021 (Saskatchewan) (the “SBCA”).

Many franchisors take the position that they are not carrying on business in the province and do not require extra-provincial registration on the basis that: (i) their head office is located outside of Saskatchewan; and (ii) they do not operate corporate locations in the province. However, a decision of the Saskatchewan Court of King’s Bench suggests that this position may be increasingly difficult to sustain.

Are You Required to be Registered with the SBCA?

Section 20-4(1) of the SBCA requires an extra-provincial corporation to register within 30 days after it begins carrying on business in Saskatchewan.  Determining whether a corporation is carrying on business is a fact-specific exercise that may involve consideration of a variety of connections to the province. In the franchising context, the analysis does not end with the location of the franchisor's head office or the absence of a corporate store.

Court Guidance in Saskatchewan

In De-Sai Ganesh BC Enterprises Ltd. and Sai Ganesh MB Restaurants Ltd. v Meltwich Hospitality Group Inc. (Court File KBG-SA-00939-2022), a 2023 decision of the Saskatchewan Court of King’s Bench, the Honourable Justice N.D. Crooks was asked to determine whether Saskatchewan courts had jurisdiction over a franchising dispute.

The franchisor Defendant, Meltwich Hospitality Group Inc. (“Meltwich”), was an Ontario-based national franchisor.  At the time of the application, its franchise system included seven restaurant locations in Saskatchewan.  Meltwich entered franchise agreements directly with franchisees but was not extra-provincially registered in Saskatchewan.

The Court determined that Meltwich was carrying on business in Saskatchewan because it was soliciting business in the province through franchisees and/or area representatives in order to expand and operate its franchise system.  Accordingly, the Court held that Meltwich was required to be extra-provincially registered under the SBCA.

Ultimately, the Court concluded that Saskatchewan had jurisdictional competence in the proceeding pursuant to ss. 4(d) and 4(e) of The Court Jurisdiction and Proceedings Transfer Act. The Court found there was a sufficient connection between Saskatchewan and the facts alleged to justify the assumption of jurisdiction, despite the fact that Meltwich was not extra-provincially registered in the province.

Meltwich sought leave to appeal. By fiat dated August 23, 2023, the Saskatchewan Court of Appeal denied leave.

Although the decision arose in the context of a jurisdictional dispute, the Court’s reasoning suggests that franchise systems with an established Saskatchewan presence may face difficulty arguing that they are not carrying on business in the province and do not require extra-provincial registration under the SBCA.

Indicators That a Franchisor May Be Carrying on Business in Saskatchewan

While every situation depends on its particular facts, franchisors may wish to consider whether they:

• grant franchises to operators in Saskatchewan;
• directly enters franchise agreements with Saskatchewan franchisees;
• actively market franchise opportunities within Saskatchewan;
• utilize area developers, brokers, or representatives in Saskatchewan;
• provides ongoing training, operational support or system oversight to Saskatchewan franchisees;
• receives continuing royalties or other payments from Saskatchewan franchise operations;
• supplies products or services through its Saskatchewan franchise network; or
• regularly exercise contractual rights and obligations involving Saskatchewan franchisees.

Why This Matters: Risk, Jurisdiction, and Compliance

A franchisor with Saskatchewan franchisees may be found to be carrying on business in the province despite having no physical office in Saskatchewan.

It is also important to distinguish between: (i) appointing an agent for service for the purposes of preparing a Franchise Disclosure Document, which is a franchise-law disclosure requirement; and (ii) obtaining extra-provincial registration under the SBCA, which is a corporate-law requirement. These obligations arise under different legislation and serve difference purposes. Compliance with one does not necessarily satisfy the other.    

Practical Takeaways for Franchisors

Franchisors with Saskatchewan franchisees should not assume that the absence of a physical office or corporate location eliminates the need for extra-provincial registration.

Review of corporate registration requirements should, therefore, form part of a franchisor’s broader Saskatchewan compliance strategy, particularly in light of the province’s new franchise legislation.

How We Can Help

If you operate a franchise or offer franchises to investors who may be located in Saskatchewan, now is an appropriate time to review both your franchise disclosure obligations and your corporate compliance requirements. Our firm’s franchise law team assists clients with franchise disclosure compliance, corporate structuring, and extra-provincial registration requirements for those carrying on business in Saskatchewan.

This post is for information purposes only and should not be taken as legal opinions on any specific facts or circumstances. Counsel should be consulted concerning your own situation and any specific legal questions you may have.

About the McKercher LLP Franchise Law Group

The McKercher LLP Franchise Law practice group provides guidance for Saskatchewan franchisors and franchisees. As a member of the CFA, McKercher LLP has a strong franchise group of solicitor and litigation lawyers, with significant experience in franchise law at both the provincial and national levels. This group has experience in representing major clients in the franchise industry, including franchise business clients in the restaurant, grocery, cannabis, education, industrial, hotel, automotive, and retail sectors. Our group can assist with the full spectrum of business legal needs for franchises. Visit the Franchise Law service webpage to learn more and get in touch with a member of our team.

About the Authors:

David J. Ukrainetz is a partner practicing in the McKercher LLP Saskatoon office, practicing in the areas of franchise law, corporate/commercial litigation, insolvency law, and business advice.

Jordyn M. Nachtegaele is an associate lawyer in the McKercher LLP Saskatoon office with experience in entrepreneurship who maintains a general corporate commercial practice. 

About McKercher LLP:

For 100 years, McKercher LLP has grown deep roots across Saskatchewan, serving the community from offices in Saskatoon and Regina. Now, as one of the province’s largest and most established full-service law firms, we proudly carry on this legacy – following a client-first philosophy as we provide legal services and real solutions for the people who rely on us.

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