Incorporating a Company

Articles of Incorporation

The Name

The articles of incorporation must set out the name of the corporation. Unless one wishes a numbered corporate name, a name should be approved prior to incorporation. All names must end with “Limited,” “Corporation,” “Inc.”, etc. See Corporate Name Approval.

The Registered Office

The location of the registered office must be stated in the articles. The street address need only to be stated in the Notice of Registered Office Form 3. (40 KB)

Class and Maximum Number of Shares

The principal function of authorized capital is to restrict the directors’ discretion to issue shares. While it is not necessary to place an upward limit on the number of shares that the directors of a corporation can issue, it is still possible to place a maximum number on them. The shares are to be without nominal or par value.

Eg.

  • 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.

Directors

There is no limit on the maximum number of directors permitted. Not-for-profit entities must have a minimum of three directors. Directors must be the age of majority which is 19. Form 6. (232 KB)

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.

Restrictions if Any on Business the Corporation May Carry On

This provision in the articles is optional, with the exception of corporations without share capital, which must file a Schedule A (8 KB) and a Schedule B. (4 KB)

How to become a registered charity

To be registered as a charity under the Income Tax Act, an organization must show that it meets all the requirements of the Act and the common law relating to charitable registration. Therefore, an organization must be established exclusively for charitable purposes (as detailed in your Schedule A) and it must devote all of its resources to activities carried on to further its charitable purposes.

For more information on what you need to know before applying for charitable status at the Canada Revenue Agency, and what you need to consider before establishing yourself as a legal entity, go to Apply to become a registered charity.

Distribution of corporate property

During its lifetime and when it is being dissolved, a registered charity can transfer its assets only to qualified donees. Generally, qualified donees are other registered Canadian charities, registered Canadian amateur athletic associations, and Canadian municipalities. Therefore, if your organization intends to become registered as a charity under the Income Tax Act, we suggest that it edit Item (e) of Schedule B with the following provision:

Upon the dissolution of the corporation and after payment of all debts and liabilities, its remaining property shall be distributed or disposed of to (a) qualified donee(s) within Newfoundland and Labrador as described in subsection 149.1 (1) of the Income Tax Act.

Other Provisions, if Any

This section in the articles is optional with the exception of corporations without share capital who must file Schedule “B” which is referenced in this section.

Incorporators

The articles of incorporation can be submitted by a person known as the incorporator. If a body corporate is acting as an incorporator that company must be in good standing before the new entity can be incorporated.

By-laws

By-laws are not required to be submitted with the articles of incorporation.

Business Taxation

Newfoundland and Labrador has one of the most favourable business tax climates in Canada. Our Corporate Income Tax rates are amongst the lowest in the country. Refer to the Department of Finance for more information.

Fees

Schedule of fees (70 KB) Prescribed by the Minister of Service NL for the Registry of Companies.

Adobe® Acrobat® Reader software can be used for viewing PDF documents. Download Acrobat® Reader for free.