The Registry of Companies is the second largest registry in the Commercial
Registrations Division. There are presently 50,000 incorporations registered in
the Registry, with approx. 26,000 active companies. The Corporations Act
requires that all limited liability companies operating in Newfoundland and
Labrador be incorporated or registered to do business in the province. Once
registered, the Act places statutory requirements on the corporations to file
documents notifying the Registrar and the public of changes in a corporation.
Some of the advantages of incorporation are:
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Perpetual existence
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Flexibility for financing
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Limited Liability
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Shares can be issued to employees without them becoming involved with
management
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There are also tax reasons for incorporating
A sole proprietor is liable to the full extent of his or her personal assets
for the liabilities of the business. To reduce this risk, companies are
incorporated to limit the liability of the owners. A corporation is an entity
separate and distinct from the shareholders whose liability is limited to the
extent of the amount invested by the shareholders. Corporations are managed by
the directors. The Registry of Companies does not maintain a list of
shareholders.
Currently, Newfoundland and Labrador does not have legislation governing a
Business Name Registry.
The Registry of Companies is also responsible for maintaining the Limited
Partnership Registry, the Registry of Condominiums and the Registry of
Co-Operatives for the province.
WHAT IS THE FUNCTION OF THE REGISTRY OF COMPANIES?
The Registry of companies incorporates Newfoundland and Labrador based business
For-Profit corporations and Not-For-Profit organizations. The registry also
registers Limited Partnerships, Condominiums and Cooperatives.
Extra-provincial corporations who wish to commence business in Newfoundland and
Labrador are required to register with the Registry of Companies.
The registry maintains publicly available information on corporations,
condominiums, limited partnerships and cooperatives.
WHAT IS A CORPORATION?
A corporation is a legal entity that has a separate legal existence apart
from its shareholders and directors. It is sometimes also referred to as a
'limited company'. Since it has a separate legal existence from its
shareholders and directors, they are generally not personally liable for the
debts of the corporation beyond the amount contributed. Although it is the
shareholders which 'own' a corporation, it is the directors who manage the
day-to-day operations. The Registry of Companies does not maintain a list of
shareholders.
WHAT IS A NON-PROFIT ORGANIZATION?
A non-profit corporation provides a service to its members or the public.
Profits received from its activities must be used to further its purpose.
Why do organizations incorporate?
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To have a formal structure under which to operate;
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To hold title to land;
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To qualify for grants or funding;
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To apply for a lottery license; and
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To limit the personal liability of members.
WHAT IS A SOLE PROPRIETORSHIP?
A sole proprietorship is a business consisting of one owner. A sole proprietor
is liable to the full extent of his or her personal assets for the liabilities
of the business. To reduce this risk, companies are incorporated to limit the
liability of the owners.
WHAT IS A LIMITED PARTNERSHIP?
A contractual arrangement between individuals to share resources and operations
in a jointly run business .Limited partners are usually just investors or
promoters who seek the tax benefits of a partnership.
WHY INCORPORATE?
Not all companies operating in Newfoundland and Labrador are incorporated. Some
of the advantages of incorporation are:
-
Perpetual existence
-
Flexibility for financing
-
Limited Liability
-
Shares can be issued to employees without them becoming involved with
management
-
There are also tax reasons for incorporating
-
Incorporating allows for holding title to real property and entering into
contracts.
HOW DO I INCORPORATE?
You may incorporate by filing online or by completing the following forms and
returning them to the Registry of Companies.
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Articles of Incorporation
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Notice of Registered Office
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Notice of Directors
Please note that only local incorporations can file on-line.
WHAT ARE THE FEES FOR INCORPORATING?
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$300.00 corporation fee for For-Profit companies
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$70.00 corporation fee for Not-For-Profit companies
HOW DO I REGISTER AN EXTRA-PROVINCIAL COMPANY?
You can register an extra-provincial company by completing the required forms
and sending them with your constating documents to the Registry of Companies.
The fee for registering an extra-provincial corporation is $560.00 with share
capital, $260.00 without share capital.
You cannot register an extra-provincial company on-line.
DO I HAVE TO HIRE AN ACCOUNTANT OR LAWYER TO INCORPORATE?
No. The Registry of Companies CANNOT recommend incorporation or what type
of share structure is best for you. You should contact an attorney for your
legal concerns or an accountant for your financial concerns.
DO I NEED TO RESERVE A NAME?
YES
, if you are incorporating on-line. You must reserve your corporate name before
proceeding with your on-line incorporation. There is an un-refundable fee of
$10.00 for a name reservation. The name is reserved for a ninety day period and
can be renewed twice.
NO,
if you are incorporating by sending your incorporation documents into the
registry. You must have obtained approval of the name before submitting
Articles of Incorporation. However, having a name approved does not guarantee
that before your incorporation documents arrive in the registry someone else
may have reserved your proposed name.
A reserved name takes priority over an approved name.
HOW DO I SEARCH THE NAME I WANT TO USE FOR MY CORPORATION?
You can request a name search by phoning the registry office at (709) 729-3317.
The request will be reviewed by the registrar. After 24 hours you will have to
call the registry office to obtain the result of your request.
OR
You can go on line and perform a name search yourself. You must then submit a
request to have the name reserved.
WHAT IS A SHARE?
A portion of a company bought by a transfer of cash in exchange for a
certificate, the certificate constituting proof of share ownership. Persons
owning shares in a company are called "shareholders". There are two basic kinds
of shares: common and preferred. A shareholder is not liable for the debts or
other obligations of the company except to the extent of any commitment made to
buy shares. The two other benefits of shares include a right to participate in
profits (through dividends) and the right to share the residue of assets of the
company, once liabilities have been paid off, if it is ever dissolved.
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Common shares: this class of shares is usually free from conditions.
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Preferred shares: this class bears special rights or restrictions with respect
to voting, dividends and distributions on liquidation. This may include issuing
dividends to preferred shareholders before issuing them to common shareholders
Restrictions if Any on Transfer Shares:
Substantial advantages may be available to private companies by indicating in
the articles that the corporation shall not have more than 50 shareholders
subscribe for shares. This provision is a Securities Act requirement. Other
provisions may include pre-emptive rights, restrictions on transfer of shares,
etc
WHAT IS A REGISTERED OFFICE?
The registered office is the location within Newfoundland and Labrador where the
records of the corporation are maintained.
WHAT IS A DIRECTOR?
A Director is an individual, at least 19 years of age, who is elected by the
shareholders to manage the affairs of the corporation. An individual is
disqualified from being a director if:
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he or she has been found of unsound mind by a court in Canada or elsewhere; or
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he or she has the status of bankrupt.
HOW DO I CHANGE MY REGISTERED OFFICE?
You can change your registered office by filing within 15 days of the change, a
Notice of Change of Registered Office. There is a $10.00 fee for filing this
change. If the registered office has changed to another municipality, the
Notice of Change of Registered Office must also be accompanied by Articles of
Amendment. The fee for filing an amendment is $50.00.
You can file a Notice of Change of Registered Office on-line or you may send
the document to the registry office.
Please note that amendments can not be filed on-line.
DO I HAVE TO NOTIFY THE REGISTRY WHEN THERE IS A CHANGE TO THE DIRECTORS?
For –Profit corporations must notify the registry within 15 days after a change
is made among its directors.
Not-for-Profit corporations may send to the registrar a notice of a change with
the annual return.
There is a $10.00 fee to file this notice.
If the new number of directors is less than the minimum or more than the
maximum number of directors allowed in the Articles, the Notice of Directors
must also be accompanied by Articles of Amendment. The fee for filing the
amendment is $50.00.
Please note that amendments can not be filed on-line.
HOW DO I CHANGE THE NAME OF MY CORPORATION OR ANY OTHER ITEM IN THE ARTICLES OF
INCORPORATION?
To change (or amend) any provision contained in the Articles of Incorporation,
you must file Articles of Amendment. The Articles of Amendment form must
clearly state what the change is and must be signed by an Authorized Officer or
Director of the Corporation.
The fee for amending the Articles of Incorporation is $50.00, except for a
Change of Name which costs $100.
WHAT IS AN ANNUAL RETURN?
An annual return is the annual filing requirement that maintains your
corporation’s existence and verifies the information we have in our records is
correct. The registry generates the annual return form and sends it to the
mailing address listed on the company’s profile.
WHEN ARE ANNUAL RETURNS DUE?
A corporation shall in each year, on the first day of the anniversary month of
its incorporation or extra-provincial registration occurs, forward to the
registrar an annual return in the form set by the registrar and accompanied by
the proper fees.
It is highly recommended that a corporation file its corporate annual return
online and on time to maintain its “good standing” status. Online annual return
filing allows for records to be immediately update in the Registry record and
offers a discounted online filing fee.
WHAT HAPPENS IF I DO NOT FILE AN ANNUAL RETURN?
If the annual return is not received by the due date, it put in the status of
“NOT IN GOOD STANDING”. The registrar may strike off the registrar a
corporation that neglects to file an annual return within the time period.
Before you incorporate, the proposed name of your corporation must be searched
against all other names in the Registry of Companies. The search ensures that
no other business has an identical or similar name to the one you want to use
for your business.
When determining whether a name is distinctive, the name as a whole and not
only its separate element shall be considered.
A corporate name is composed of three elements:
Distinctive Element:
The Distinctive Element is the term which distinguishes one name from another
where the main type of business is the same or similar:
Example: Capital
Construction Ltd.
Descriptive Element:
The descriptive element describes the main type of business the corporation
proposes to carry on:
Example: Trinity Fish Farm
Inc.
Descriptive elements can also be very general.
Example: Trinity Holdings
Inc.
Legal Element:
The legal element is a term that indicates the status of the entity as a
corporation. Section 17 of the Corporations Act states:
The word “Limited”, ‘Limitee”, “Incorporated”, “Incorporee”, or “Corporation”
or the abbreviation ”Ltd.”, “Ltee”, “Inc.” or “Corp.” shall be part of the name
of every corporation but a corporation may use and may be legally designated by
either the full or the abbreviated form.
NUMBER NAMES
Where requested to do so by the incorporators or a corporation, the registrar
shall assign to the corporation as its name a designating number. The number
will be generated by the computer system.
The versions of the provincial name permitted by the registrar are:
Newfoundland and Labrador
Newfoundland & Labrador
Any form of the legal element is permitted
ENGLISH/FRENCH FORM OF NAME
A corporation may set out its name in its articles in an English form, a French
form OR an English form and a French form or in a combined English and French
form. The corporation may use and may be legally designated by that form.
When reserving a name that is any of the above formats, the requester must be
careful when entering the corporate name. If the name is approved, and articles
of incorporation are submitted on-line, the name will appear on the articles
exactly as it was entered by the requester.
Example:
Company Name:
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HERITAGE EDUCATION FUNDS, INC.
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FONDS D'ÈDUCATION HERITAGE INC.
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This name will appear as a stacked name on the articles of Incorporation
OR
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HERITAGE EDUCATION FUNDS, INC./FONDS D'ÈDUCATION HERITAGE INC.
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This name will appear as one name and will simply wrap around
The fee for reserving a name is $10.00. This fee is non-refundable.
You may conduct a search of the Registry of Companies database yourself or you
may contact the registry office and submit a name approval request.
When conducting a search of the Registry of Companies for a name for your
corporation, you must adhere to the following guidelines.
Financial Institutions
Section 7 of the Regulation states that a name is prohibited if it connotes the
corporation carries on the business of a bank, loan company, insurance company,
other financial intermediary, etc. Approval of use of that name must come from
the regulating body such as the Superintendent of Financial Institutions which
is a federal regulator. The Director of Pensions and Insurance should be
contacted when an insurance company is requesting incorporation.
Personal Names
Section 9 of the Regulation states that a name is prohibited where an element
of the name is the family name of an individual, whether or not preceded by a
given name or initials, unless consent is given in writing or the individual
has a material interest in the corporation. A director with the family name
would be considered as having a material interest.
A corporate name is prohibited where its use is likely to lead to the inference
that the business carried on or intended to be carried on under it and the
business of a body corporate that is dissolved are one business, whether or not
the nature of their businesses is generally the same; and
The name of a revived corporation is prohibited where it is confusing with a
name acquired by another corporation between the date of dissolution and
revival of the revived corporation
Confusing Names
Section 12 of the Regulation states that a name that is confusing with the name
of a body corporate that has not carried on business in the 2 years immediately
preceding the date of a request for that corporate name shall not be prohibited
from using it if:
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consent in writing is received from the body corporate and
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the body corporate undertakes to dissolve immediately or to change its name
before the new corporation commences to use it.
Section 13 of the Regulation provides that a corporate name of a successor
entity which has ceased to carry on business or has undertaken to dissolve must
include the current year immediately before Ltd., Limited, etc. This year
reference may be deleted after 2 years.
Government Names
A name is prohibited if it connotes the business is affiliated with a
government, unless consent is given from that government agency.
Obscene Names
All names connoting that a business is scandalous, obscene or immoral are
prohibited.
Other Names
Any names containing the word engineering, etc., must first be approved by the
Association of Professional Engineers and Geoscientists.
When incorporating on-line, you must first submit a request for a name
reservation. This name reservation must be approved prior
to filing your incorporation.
After you have decided upon a name for your corporation, you must conduct a
search of the Registry of Companies database. This search is required to ensure
that no other business has an identical or very similar name to the one you
want to use for your business. After you have completed this search, you must
then submit a name reservation request.
A corporation name must contain a distinctive, descriptive and legal term. If
your corporate name doesn’t include these elements, the name will probably be
rejected thus delaying the start-up of your corporation’s operations.
Please refer to the Name Approval Policy for
restrictions with respect to names for corporations.
Please note: There is a name reservation fee of $10.00 required
for every name reserved. This fee is non-refundable even if your
proposedcorporate name is rejected. The name will be reserved for 90 days. This
will give you time to complete and file the incorporation documents. You may
re-reserve the name twice for a fee of $10.00 per renewal. Incorporation
documents must be submitted and approved before the expiry date
of the reservation. If the reservation expires before the documents are
approved, it will be necessary to conduct another name search and pay another
name reservation fee.
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