Company: Registry of Joint Stock Companies requirements

A company, also called a corporation, is a legal entity separate from its owners. It has all the rights, powers and privileges of a person.

A company:

• can own property
• can enter into contracts
• can sue and be sued
• is responsible for its debts and obligations

Owners of a company are called shareholders or members. The roles of ownership and management are separated. Shareholders elect directors who are responsible for managing the company’s business. The shareholders can elect themselves to be directors, but they don’t have to.

There are no residency requirements for directors of a Nova Scotia company, meaning some or all of the directors can live outside of Canada.

A company pays corporate income tax and can distribute its profits to its shareholders in the form of dividends.

A company has perpetual existence. This means that the business does not end when a shareholder dies. A company ends when it is formally dissolved or struck from the register.

You can incorporate a company under the Companies Act by filing the necessary incorporation documents with Registry of Joint Stock Companies. All companies need to register with Registry of Joint Stock Companies.

Companies also need to follow requirements for registering, renewing, changing and ending a company with Registry of Joint Stock Companies.

Administrative requirements

Companies have certain administrative requirements. For example, they need to:

• have a registered office in Nova Scotia
• have a recognized agent that lives in Nova Scotia
• keep a register of shareholders
• keep a register of the holders of debentures
• keep a register of directors
• hold director and shareholder meetings
• pass a special resolution to approve certain fundamental changes to the company and file it with Registry of Joint Stock Companies
• keep minutes of all general meetings and director meetings
• notify Registry of Joint Stock Companies of changes to the recognized agent, registered office, directors, officers or their addresses
• maintain the company’s registration under the Corporations Registration Act by ensuring the recognized agent files an annual return and pays the annual registration fee or tax

You need to keep copies of the registers and minutes at the company’s registered office.

If you make a significant change (like changing your name or changing your share structure), you need to pass a special resolution and notify Registry of Joint Stock Companies.

It’s your responsibility to notify Registry of Joint Stock Companies if any of your information changes.

Types of companies

There are 3 types of companies that you can incorporate in Nova Scotia:

• company limited by shares (limited company)
• company limited by guarantee
• unlimited company

Other options

Companies can also apply to be designated as a private investment holding company or a community interest company. These are designations, not alternative legal structures. A Nova Scotia company can get these designations by providing the appropriate documentation and following the rules in the legislation.

A private investment holding company is a company with restricted objects and powers, usually limited to holding real or personal property as an investment.

A community interest company is a company with a stated community purpose. It’s restricted in its ability to pay dividends and to distribute its assets on dissolution (ending the company) or otherwise. It has characteristics of both for-profit companies and non-profit organizations. It combines entrepreneurship with a social purpose.

Companies formed in other jurisdictions and operating in Nova Scotia also need to register to carry on business in Nova Scotia.

Help choosing a legal structure

Registry of Joint Stock Companies can’t give you legal advice. The registry can help by describing the incorporation process and telling you what documents you need for incorporation, but it can’t help you prepare them. If you have questions about preparing incorporation documents, you should discuss this with your legal and accounting advisors.

It’s your responsibility to follow the incorporation process under the legislation. In addition to forms provided by Registry of Joint Stock Companies, you may need to complete and file additional forms and documents.

Incorporate your company

Reserve a name for your business or non-profit

Businesses and non-profits need to apply to reserve a name before they register, incorporate or change an existing name.

Incorporate a limited company

Incorporate a limited company by filing the required form and documents with Registry of Joint Stock Companies.

Incorporate a company limited by guarantee

Incorporate a limited by guarantee company by filing the required form and documents with Registry of Joint Stock Companies.

Incorporate an unlimited company

Incorporate an unlimited company by filing the required form and documents with Registry of Joint Stock Companies.

Statutory Declaration Form: incorporate a company

If you’re incorporating a company, you need to file a Statutory Declaration to confirm that the Memorandum of Association and Articles of Association comply with the Companies Act.

Register your extra-provincial corporation

Register an extra-provincial, federal or foreign corporation

Register a corporation that was incorporated in another jurisdiction and wants do business in Nova Scotia.

Renew your company

Renew a business or non-profit registration with Registry of Joint Stock Companies

Businesses and non-profits need to renew their registration and pay a renewal fee each year they continue to operate.

Changes to your company

Notice of officers and directors for an incorporated company

Incorporated companies need to file and change the officer or director information with Registry of Joint Stock Companies.

File or change your registered office address: incorporated companies

Incorporated companies need to file and change their registered office address information with Registry of Joint Stock Companies.

Appoint or change a recognized agent for a business or non-profit

Appoint or change the recognized agent for your business or non-profit. Or change the recognized agent’s address.

Change the name of a company

A company can change its name by filing a Name Change Form with Registry of Joint Stock Companies.

Business name (operating name)

Register a business name (operating name) on behalf of a business or non-profit

Most businesses and non-profits need to register their business name (operating name) with Registry of Joint Stock Companies if it’s different than their legal name.

Change a business name (operating name) on behalf of a business or non-profit

A business or non-profit can change its business name (operating name) by filing a Name Change Form with Registry of Joint Stock Companies. The business name is different than the legal name.

Change the address for a sole proprietorship, partnership or business name (operating name)

Sole proprietorships and partnerships need to notify Registry of Joint Stock Companies of changes to the business location, mailing address and residential address of the sole proprietor or partners. Businesses and non-profits that have a registered business name (operating name) need to notify the registry of changes to the business location or mailing address.

Dissolve a business name (operating name) on behalf of a business or non-profit

Businesses and non-profits need to notify Registry of Joint Stock Companies when they dissolve their business name (operating name).

End a business name (operating name) on behalf of a business or non-profit: request for revocation

Businesses and non-profits need to notify Registry of Joint Stock Companies if they’re no longer using the business name (operating name).