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Commercial Registration Division Frequently Asked Questions

General

  1. Who do you make cheques payable to?
  2. What is your address, telephone/fax numbers or hours of operation?

Registry of Companies

  1. What is the function of the registry of companies?
  2. What is a corporation?
  3. What is a non-profit corporation?
  4. What is a sole proprietorship?
  5. What is a limited partnership?
  6. Why incorporate?
  7. How do I incorporate?
  8. What are the fees for incorporating?
  9. How do I register an extra-provincial company?
  10. Do I have to hire an accountant or lawyer to incorporate?
  11. Do I need to reserve a name?
  12. How do I search the name I want to use for my corporation?
  13. What is a corporation?
  14. What is a share?
  15. What is a registered office?
  16. What is a director?
  17. How do I change my registered office?
  18. Do I have to notify the registry when there is a change to the directors?
  19. How do I change the name of my corporation or any other item in the articles of incorporation?
  20. What is an annual return?
  21. When are annual returns due?
  22. What happens if I do not file an annual return?

General


1. Who do you make cheques payable to?

Please make cheques payable to the Newfoundland Exchequer Account.

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2. What is your address, telephone/fax numbers or hours of operation?

Please refer to the Commercial Registrations Division location page.

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Registry of Companies


1. 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.

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2. 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.

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3. What is a non-profit corporation?

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?

  • To have a formal structure under which to operate;
  • To hold title to land;
  • To qualify for grants or funding;
  • To apply for a lottery license; and
  • To limit the personal liability of members.

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4. 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.

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5. 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.

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6. 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.

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7. How do I incorporate?

You may incorporate by filing online or by completing the following forms and returning them to the Registry of Companies.

  • Articles of Incorporation
  • Notice of Registered Office
  • Notice of Directors

Please note that only local incorporations can file online .

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8. What are the fees for incorporating?

  • $300.00 corporation fee for For-Profit companies
  • $70.00 corporation fee for Not-For-Profit companies

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9. 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 online .

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10. 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.

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11. Do I need to reserve a name?

YES, if you are incorporating online . You must reserve your corporate name before proceeding with your online incorporation. There is an un-refundable fee of $10.00 for a name reservation. The name is reserved for a ninety day period to allow you time to prepare and submit the registration documents. A name reservation can be renewed twice.

NO, if you are incorporating by sending your incorporation documents into the registry. You must, however, obtain 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.

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12. 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.

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13. What is a corporation?

A corporation is an artificial person or entity that has its own existence or identity that is separate and distinct from its shareholders. A corporation may acquire real property and enter into contracts. It is responsible for its own acts, liabilities and obligations.

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14. 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.

  • Common shares: this class of shares is usually free from conditions.
  • 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

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15. What is a registered office?

The registered office is the location within Newfoundland and Labrador where the records of the corporation are maintained.

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16. 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:

  • he or she has been found of unsound mind by a court in Canada or elsewhere; or
  • he or she has the status of bankrupt.

At least 25% of the directors of a corporation shall be resident Canadians.

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17. 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 online or you may send the document to the registry office.

Please note that amendments can not be filed online .

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18. 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 by filing a Notice of 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.

You can file a Notice of Directors online or you may send the document to the registry office.

Please note that amendments can not be filed online .

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19. 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.

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20. 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.

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21. When are annual returns due?

(BEGINNING APRIL 1, 2005) With respect to annual returns for the year 2005 and subsequent years, a corporation shall in each year, on the first day of the anniversary month of its registration, amalgamation or revival, whichever is later, occurs, forward to the registrar an annual return in the form set by the registrar and accompanied by the proper fees. If the annual return is not filed by the due date, a late fee of $50.00 will be applied.

2006 will be a transition year; therefore the fees will be prorated over the number of months from January 2005 to the anniversary month in 2006.

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22. What happens if I do not file an annual return?

If the annual return is not received by the due date, the corporation will have the status of "NOT IN GOOD STANDING". The registrar may strike off the registry a corporation that neglects to file an annual return for three years

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