Federal and Provincial Incorporation

This fact sheet is a document designed to help you to determine the differences between federal and provincial incorporation. The selected items provide a helpful overview. Further information on each item can be obtained by contacting the organization directly or by contacting the Canada/Nova Scotia Business Service Centre at 426-8604 or 1-800-668-1010.

In Canada, there are two ways to incorporate a company, provincially or federally.

Summary

Provincial incorporation

For the Province of Nova Scotia, this is done through the Registry of Joint Stock Companies. Incorporating a business means that it becomes a separate legal entity with the right to carry on business in Nova Scotia. The provincial name search for an incorporated company looks for similarly registered businesses across the country, but the names are not put to the same level of scrutiny as the federal name search. The fee for the name search is:  Atlantic Search 48.56 (Including HST) and Federal Search  60.71 (Including HST), incorporation fees are $270, and registration fees are $95. The Registry of Joint Stocks in Nova Scotia recommend that a lawyer be retained to draw up incorporation papers.

Names searches are performed by the Registry of Joint Stocks and many private companies listed in the telephone book (yellow pages) under "Searches of Records". Costs vary.

Note: An individual stills needs to register its business name ($85.00) and file its incorporation documents with the Registry of Joint Stocks ($250.00).

For additional information
Please call 1-800-225-8227
See the document Registry of Joint Stock Companies
Visit the web site: http://www.gov.ns.ca/snsmr/rjsc/forms.stm

Federal incorporation

This is done through the Corporations Directorate of Industry Canada in Ottawa. The Corporations Directorate uses the most stringent tests before granting the right to use a particular business name. A higher level of scrutiny is used by the Corporations Directorate than by the Provinces. Incorporation fees are $250 or $200 if completed on-line. Federal Incorporation also allows the company to "carry on business" anywhere in Canada using its own name, there are no restrictions on where the head office can be located. Even if a company is federally incorporated, it may have to register with each province it chooses to conduct business in and the registration fees vary from province to province.

The governments of Canada, Newfoundland & Labrador, Nova Scotia, and Ontario are now working together to streamline the federal registration process. Not only can businesses register their federal corporation online, they can also access extra-provincial registration forms at the same time. This one-stop online service also allows federal corporations to complete and file their federal and provincial returns at the same time.

Federal incorporation kits are available on-line at http://strategis.ic.gc.ca/epic/internet/incd-dgc.nsf/en/h_cs01402e.html

For additional information
Please call (613) 941-9042 or 1 866 333-5556
See the document Federal Business Incorporation - Canada Business Corporations Act (CBCA)
Visit the web site: http://strategis.gc.ca/sc_mrksv/corpdir/engdoc/9b.html

Corporate seals can be obtained through Rubber Stamp companies (see list in yellow pages under Stamps). Minute Books can be obtained through some stationery stores. Share certificates can be obtained through Dye & Durham Co. Inc. 1 800 668-9011.