| |
How
to Incorporate a Company
Registry of Companies
Articles of Incorporation
• Articles of Incorporation, Form 1 (PDF: 108) OR
• Articles of Incorporation Without Share Capital, Form 1a (PDF: 126)
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 (PDF: 41)).
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 (PDF: 232))
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 (PDF: 9) and a Schedule
B (PDF: 5).
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 (PDF: 43 KB) Prescribed by the Minister of Government
Services for the Registry of Companies.
Best web resources
www.corporate.com/
www.allbusiness.com
www.incorporator.com.au
www.delreg.com
|
 |
