Incorporate a company limited by guarantee
Incorporate your limited by guarantee company by filing the required documents and forms with Registry of Joint Stock Companies.
File your documents and forms with Registry of Joint Stock Companies to incorporate your limited by guarantee company.
You need to file the following documents and forms to incorporate a limited by guarantee company:
- Memorandum of Association
- Articles of Association
- Statutory Declaration Form
- Notice of Directors and Officers Form
- Appointment of Recognized Agent Form
- Notice of Registered Office Form
Company limited by guarantee
A company limited by guarantee is usually established without share capital as a non-profit company, but is generally able to carry on business activities. The liability of the shareholders is limited to the amount of their guarantee.
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.
Information you file with Registry of Joint Stock Companies is available to the public.
Who can use this form
Non-profit organizations can use the limited by guarantee incorporation forms to incorporate as a company limited by guarantee.
What you need to do
- Reserve a name for your limited by guarantee company (Registry of Joint Stock Companies needs to approve name).
- Prepare a Memorandum of Association and Articles of Association.
- Complete the Statutory Declaration Form, Notice of Directors and Officers Form, Appointment of Recognized Agent Form and Notice of Registered Office Form. Or prepare your own documents.
- Include payment with your forms.
- Send your completed Memorandum of Association, Articles of Association, forms and payment by mail. Or drop them off at Registry of Joint Stock Companies or Access Nova Scotia.
- If Registry of Joint Stock Companies approves the incorporation forms, it files them and sends you a Certificate of Incorporation.
How long it takes
It should take 1 to 2 weeks to get the Certificate of Incorporation. It can take longer if more information is needed or if your forms haven’t been filled in correctly.
Visa, MasterCard, American Express, debit card, cheque, money order, cash. A cheque or money order should be made payable to the Minister of Finance. Payment options may vary depending on how you submit the forms.
Before you start
Make sure you have:
- approved name for your limited by guarantee company from Registry of Joint Stock Companies
- at least 1 subscriber (person) and a witness available to complete and sign the Memorandum of Association
- all subscribers (people) and a witness available to complete and sign the Articles of Association if you’re preparing your own
You need to renew the incorporation of your limited by guarantee company each year. You should get a renewal notice in the mail a month before the renewal date. It’s your responsibility to renew on time.