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Province of Nova Scotia
Incorporation for Non-Residents of Canada
Company Formation in Nova Scotia
Most Canadian provinces have residency restrictions for the board of directors; however, there are provinces in Canada which do not have residency restrictions.
Some of those provinces are Nova Scotia, British Columbia and New Brunswick.
Companies incorporated in any of those provinces can then be registered to do business in other provinces as well.
The official and spoken languages are English and French.
The Canadian Dollar (also referred to as the “loonie”), which is freely exchangeable. All Financial Institutions and businesses also operate and accept the US Dollar.
Type of Law
Common Law, based on English Common Law.
Types of Corporations for International Trade and Investment
Canadian-Controlled Private Corporation (CCPC)
Other Private Corporation
Corporation Controlled by a Public Corporation
These are generally corporations resident in Canada that are controlled directly or indirectly by non-residents. To be considered other private corporation, the corporation has to meet all of the following requirements at the end of the tax year: it is resident in Canada; it is not a public corporation; it is not controlled by one or more public corporations; it is not controlled by one or more prescribed federal Crown corporations (as defined in Regulation 7100); and it is not controlled by any combination of corporations described in the two preceding conditions.
Most business enterprises in Canada are corporations incorporated under federal, provincial or territorial corporate legislation. Provincial and territorial legislation is largely consistent with the federal Canada Business Corporations Act, R.S.C. 1985, c. C-44 (the “CBCA”).
Corporate legislation and common law impose on directors the duty to manage the business and affairs of the corporation. Corporate legislation further provides that in exercising the duty to manage the business and affairs of the corporation, the directors are under a fiduciary duty to act honestly and in good faith with a view to the best interests of the corporation. In carrying out these duties, directors are obligated to exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. Investors can apply to a court for compensation in the event of “oppressive” action by their corporation.
Legislation governing the formation and operation of other forms of business enterprise, such as partnerships and trusts, is less extensive. Trustees have fiduciary responsibilities to trust beneficiaries. Most other aspects of the corporate governance of a non-corporate enterprise will be governed by the agreement or indenture under which the enterprise was established.
Procedure to Incorporate
Submission of Memorandum and Articles of Association, nominating the first directors and secretary, and advise of the situation of the Registered Office and the form giving name approval.
Restrictions on Trading
Canadian Corporations are not allowed to:
- Undertake banking or insurance activities without a license.
- Undertake investment business other than the investment of the company’s own assets activities without a license.
- Solicit funds from the public nor offer their shares or membership to the public activities without a license.
Powers of Company
A Canada Corporation has all the powers of a natural person.
Language of Legislation and Corporate Documents
English, French (optional in Federal Corporations and compulsory in Quebec).
Registered Office Required
Canadian Corporations must maintain a registered office in Canada.
Shelf Companies Available
Time to Incorporate
Two days, subject to name approval.
A name that is similar to or identical to an existing company. A name that is known to exist elsewhere. A name that implies illegal activities. A name that implies royal or government patronage.
Numbered Companies are also acceptable, e.g. 012345BC Ltd.
Language of Name
Names can be expressed in any language using the Latin alphabet, if the Registrar of Companies is in receipt of an English translation and the name is not considered undesirable.
Names Requiring Consent or License
The following names or their derivatives: bank, building society, savings, loans, insurance, assurance, reinsurance, co-operative, council, Chamber of Commerce, trust, municipal and finance or their foreign-language equivalents.
Suffixes to denote Limited Liability
Private Limited Companies must utilise Incorporation, Corporation, Limited, Inc., Corp. or Ltd as a suffix.
Authorised and Issued Share Capital
Canadian Corporations have a minimum authorised share capital of $1 or its currency equivalent, this being the maximum for the minimum capital duty payable upon incorporation. The minimum issued capital is one share of par value.
Classes of Shares Permitted
Canadian Corporations may have registered shares, preference shares, redeemable shares and shares with or without voting rights.
Financial Statement Required
There is a requirement to file audited financial statements with the authorities. Failure to maintain accounts or make them available for inspection at a company’s registered office is an offence punishable by imprisonment or a fine. The Canada Revenue Agency reserves the right to call in the financial records for inspection at any time.
The minimum number of directors is normally one (two are required in certain Provinces), they may be of any nationality or residence. Please note that some Provinces require a resident director. Bodies corporate may not be appointed as directors.
Canadian Corporations require a company secretary. The Company Secretary must be a natural person but may be of any nationality and reside anywhere in the world.
The minimum number of shareholders is one.
Canada Limited Partnership (LP)
Alternatively, to the Private Corporation you also have the option to register a Limited Partnership in Nova Scotia.
The main advantage of a Limited Partnership is that, in case:
- partners are not resident in Canada;
- place of business and management is not based in Canada;
- all incomes are generated overseas.
The Canadian LP will be full tax exempt in Canada.
For further information about a Nova Scotia LP, please do Contact Us.
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