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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: 61 KB) Prescribed by the Minister of Government Services for the Registry of Companies.