Society: Registry of Joint Stock Companies requirements
A society is made up mainly of volunteers who join together for the benefit of the general public. A minimum of 5 people need to subscribe to the Memorandum of Association. Societies need to follow Registry of Joint Stock Companies requirements for incorporating, renewing, changing and ending a society.
Society is a legal structure you can choose for your non-profit.
A society is made up mainly of volunteers who join together for the benefit of the general public. A minimum of 5 people need to subscribe to the Memorandum of Association. They are the first members and directors of the society. The members govern the society.
Non-profits can choose to incorporate as a society if they benefit the public by promoting benevolent, philanthropic, patriotic, religious, charitable, artistic, literary, educational, social, professional, recreational, sporting or any other useful goals. You can’t incorporate as a society for the purpose of carrying on any trade, industry or business.
Societies can charge fees, but any surpluses can’t be distributed to the societies’ members.
Incorporated societies have a separate legal status from their members, so liability is limited to the amount of fees or dues that the members pay. Directors may be personally liable for the debts of the society. Societies can sue or be sued under their legal names.
Societies also need to follow requirements for incorporating, renewing, changing and ending a society with Registry of Joint Stock Companies.
Administrative requirements
Societies 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 members
- keep a register of directors
- pass a special resolution to approve certain fundamental changes to the society and file it with Registry of Joint Stock Companies
- keep minutes of all member 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 society’s registration under the Societies Act by ensuring it files an annual return and financial statements and pays the annual registration fee
You need to keep copies of the registers and minutes at the society’s registered office.
If you make a significant change (like changing your name or changing your by-laws), 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.
Registry of Joint Stock Companies doesn’t supervise the conduct of societies or help resolve internal disputes.
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.
Incorporate your society
How to incorporate a society: overviewHow to incorporate a non-profit under the Societies Act.
Reserve a name for your business or non-profitBusinesses and non-profits need to apply to reserve a name before they register, incorporate or change an existing name.
Incorporate a societyIncorporate a society by filing the required form and documents with Registry of Joint Stock Companies.
Renew your society
Renew a business or non-profit registration with Registry of Joint Stock CompaniesBusinesses and non-profits need to renew their registration and pay a renewal fee each year they continue to operate.
Changes to your society
Appoint or change a recognized agent for a societyAppoint or change a recognized agent for your society. Or change the recognized agent's address.
Change the name of a societyA society can change its name by filing a Name Change Form with Registry of Joint Stock Companies.
File your society’s financial statements with Registry of Joint Stock CompaniesSocieties need to file financial statements with Registry of Joint Stock Companies each year.
Notice of officers and directors for a societySocieties need to file and change the officer or director information with Registry of Joint Stock Companies.
File or change your registered office address: societiesSocieties need to file and change their registered office address information with Registry of Joint Stock Companies.
Change society by-laws and make other changesSocieties can change their by-laws or do something out of the ordinary by filing a special resolution with Registry of Joint Stock Companies.
Change your society’s Memorandum of AssociationSocieties can change their Memorandum of Association by filing a special resolution with Registry of Joint Stock Companies.
Business name (operating name)
Register a business name (operating name) on behalf of a societySocieties need to register their business name (operating name) with Registry of Joint Stock Companies if it’s different than their legal name.
Register a business name (operating name) on behalf of a business or non-profitMost 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-profitA 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-profitBusinesses 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 revocationBusinesses and non-profits need to notify Registry of Joint Stock Companies if they’re no longer using the business name (operating name).
End your society
Wind-up and dissolve a societySocieties need to notify Registry of Joint Stock Companies when they wind up and dissolve.