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 your limited by guarantee company.
To incorporate a limited by guarantee company, your filing needs to include:
- Memorandum of Association
- Articles of Association
- Statutory Declaration
- Notice of Directors and Officers
- Appointment of Recognized Agent
- Notice of Registered Office
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 this form 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 Company Incorporation Form online.
- Check the form for details on all required supporting documents.
- Include payment with your form.
- Submit your completed form, supporting documents and payment.
- If Registry of Joint Stock Companies approves the incorporation form, it files the form and issues a Certificate of Incorporation, Certificate or Registration and Business Number.
How long it takes
It should take 1 to 2 weeks to get the Certificate of Incorporation, Certificate of Registration and Business Number. It can take longer if more information is needed or if your form hasn’t been filled in correctly.
Credit card (Visa, Mastercard, American Express, Discover), Interac® Online, debit card, cheque, money order, cash. Make your cheque or money order payable to the Minister of Finance. Payment options may vary depending on how you submit the form.
When you pay online you need to pay the fee by credit or debit card (Visa, Mastercard, American Express, Discover, Visa Debit, Debit Mastercard). You can only pay by debit card online if your bank participates in Interac® Online.
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
When you file online you need to create an account or sign in. You also need to upload any supporting documents in PDF format, including required signatures, Articles of Association, Consent of Officers and Directors, Memorandum of Association and Statutory Declaration - Company Formation.
You can use the Statutory Declaration Form (PDF), Notice of Directors and Officers Form (PDF), Appointment of Recognized Agent Form (PDF) and Notice of Registered Office Form (PDF) if you’re unable to file online. Or you can prepare your own documents. Send your completed forms, supporting documents and payment by mail. Or drop them off at Registry of Joint Stock Companies or Access Nova Scotia.
You need to renew the incorporation of your limited by guarantee company each year. You should get a renewal notice by mail or email a month before the renewal date. It’s your responsibility to renew on time.