Business Corporations - Incorporation
The purpose of this section is to help you submit
the forms and information required to
incorporate a business under the Business
Corporations Act (BCA). The forms used for
incorporating are available on this website.
The accompanying text gives you some practical
suggestions on how to fill out key parts of
those forms. By ensuring that you provide all
the required information with your initial
application, you can help the Corporate Registry
process your incorporation documents swiftly.
You should note, however, that this package does not
tell you everything you may need to know about
incorporation. You may wish to consult with legal
counsel or other professional advisors to consider other
features that might be desirable in your corporate
structure, or advise you on choosing a name for your
corporation.
What Information Must Be Filed?
Before you can receive a Certificate of Incorporation,
you must send all of the following supporting
materials to
Corporate Registries, Department of
Justice, Government of the Northwest
Territories:
- a name search request, except where you are requesting a numbered name,
-
Form 1, Articles of Incorporation,
-
Form 2, Notice of Registered Office in duplicate,
-
Form 4, Notice of Directors in duplicate,
- the incorporation fee of $300, payable to the Government
of the Northwest Territories and the $25 name search request fee, if applicable.
It is not mandatory to use the forms provided. However,
substitutes must follow the same format, provide all of the required information in legible printing, and be set
out on bond paper measuring 8.5 x 11 in. Forms must be originally signed and
may not be submitted by facsimile.
What is the First Step for Incorporation?
You can either choose a distinctive word name or
choose to have a numbered company name. If you
choose to incorporate a numbered company the
Registry will assign the number. The request
for a number name should be made when you file
the Articles of Incorporation and pay the
incorporation fee.
If you choose a word name, verifying the uniqueness of your
proposed corporation name in its area of doing business
may take some time. Therefore, you may want to have the
name searched and reserved against possible use by
others before you file your Articles of
Incorporation. If you do not search and reserve your
proposed name, it will be searched at the time you file
your articles. The fee for searching a name is $25 and
this must be paid when the name is searched. There is
no fee if you choose to have a numbered company.
The Registry will examine your request to determine the
distinctiveness of your proposed name and assess whether
it meets the name-granting requirements of the
Business Corporations Act and
Regulations. The Registry will then make a decision to
grant or reject it. If your name request is granted,
you have a reservation of that name for a 90-day
period. If the 90-day period lapses before
incorporation, you must make a renewed request for a
name reservation with the Registry.
How Do You Fill Out
Form 1, Articles of Incorporation?
Item 1, Name of Corporation
Enter the proposed name. If the name has been
reserved ensure that the letter of approval is
enclosed with your articles. If the name has not
been reserved it will go through the approval
process when the articles are filed. If you are
incorporating under a numbered name, leave a
blank space on the left hand side, write in the
words Northwest Territories or N.W.T. and add
the legal element of your choice, such as Inc.,
Ltd., Corp. etc (_________N.W.T. Inc.). If you
are incorporating under a bilingual name, both
English and French forms of the name should
appear here.
Item 2, Place of Registered Office
Enter only the name of the community in the Northwest Territories where the
registered office will be located. Do
not enter a specific street or postal
address.
Item 3, Shares
Set out the classes and any maximum number of
shares that the corporation is authorized to
issue. The share structure of corporations
is governed by Part V-Corporate Finance, of
the Business Corporations Act. Please note:
- all shares must be without nominal or par value,
- the Business Corporations Act gives incorporators broad discretion to designate a class of shares as common,
preferred or as Class A and Class B or any other designation. Many incorporators designate shares
simply as Class A and Class B,
- you do not need to place a limit on the number of shares the corporation is authorized to
issue,
- you do not need to specify a maximum aggregate consideration for the issue of shares.
The following sample clauses are often used by
incorporators and are acceptable to the Registry
to cover some very basic kinds of share
structures. The corporation may choose to issue
one class of shares only. If two or more classes
of shares are issued, you must specify the
rights, privileges, restrictions and conditions
attached to each class.
e.g. "The corporation is authorized to issue an unlimited
number of shares of one class."
or "The corporation is authorized to issue an unlimited number of Class A and Class B shares.
The Class A shares shall be entitled to vote at all meetings of shareholders except meetings at
which only holders of a specified class of shares are entitled to vote and to receive such
dividend as the directors in their discretion shall declare. Subject to the provisions of the
Business Corporations Act, the Class B shares shall be non-voting. Upon liquidation or
dissolution, the holders of Class A and Class B shares shall share equally the remaining
property of the corporation."
For shares in a series, the following clause is acceptable:
"The directors may authorize the issue of one or
more series of shares within each class of
shares, and may fix the number of shares in each
series, and determine the designation, rights,
privileges, restrictions and conditions
attaching to the shares of each series subject
to the limits provided in the articles."
You may use wording similar to the following to
specify the redemption of shares. Note that if a
fixed price is not stated, a redemption formula
that can be determined in dollars must be used.
"The said Class X shares or any part thereof
shall be redeemable at the option of the
corporation without the consent of the holders
thereof (at a price of $__________per share) or
(at a price equal to the amount paid per share)
plus any declared and unpaid dividends."
You may vary the composition and complexity of
share structures for particular situations in
countless ways. The sample clauses given here
are only examples of the usual kinds of share
structures used by many incorporators, and are
by no means mandatory or exhaustive. You may
wish to seek legal advice with respect to other
clauses to ensure that they are permitted under
the Business Corporations Act.
Item 4, Restrictions on Share Transfers
Restrictions, if any, on the transfer of shares
are normally limited to the consent of the
directors and/or shareholders.
e.g. "No shares of the capital of the
Corporation shall be transferred without either
(a) the sanction of a majority of the directors
of the corporation or alternatively, (b) the
sanction of the majority of the shareholders of
the corporation."
or "No shares of the corporation shall be
transferred without the approval of the
directors evidenced by resolution of the board,
provided that approval of any transfer of shares
may be given as aforesaid after the said
transfer has been effected upon the records of
the corporation, in which event, unless the said
resolution stipulates otherwise, the said
transfer shall be valid and shall take effect as
from the date of its entry upon the books of the
corporation."
You may wish to further restrict the transfer of
shares by designating the corporation as
"non-distributing" a term that replaces the
former concept of "private" corporations. Your
corporation in effect will be a
"non-distributing" corporation unless you file a
prospectus or undertake other related procedures
to constitute a public distribution of
securities (as specified in section 3 of the
Business Corporations Act).
Item 5, Number of Directors
You may specify a range or a fixed number of
directors:
e.g. "A minimum of 1 and a maximum
of 7."
or "Five directors."
To permit cumulative voting, the number of
directors must be fixed. If the corporation is a
"distributing" corporation, there must be at
least three directors.
Item 6, Restrictions on Business
A Business Corporations Act corporation has all the rights of a
natural person, and normally one would not wish
to limit this power. If there are to be no
restrictions, simply state "NONE". If
there are reasons why you wish to restrict the
business of the corporation, the following
preamble is suggested: "The business of the
Corporation shall be limited to the following:
..."
Note that sections 15 and 16 of the
Business Corporations Act prohibit
corporations from conducting the business of
insurance, trust, stock exchange, railway,
steamship, air transport, canal, telegraph,
telephone or irrigation companies.
Item 7, Other Provisions
The Business Corporations Act allows you to include a number of
additional provisions in the Articles of
Incorporation. As well, incorporators
occasionally include clauses to satisfy
requirements of other legislation or
institutions. For example, a provision regarding
directors' borrowing powers and their delegation
is sometimes used to limit the authority of
directors and/or to satisfy lending
institutions. Mark the item as "NONE" if
there are no such provisions.
Item 8, Incorporators
The Articles of Incorporation submitted to the
Registry must be originally signed by the
incorporator(s).
How Do You Fill Out
Form
2, Notice of Registered Office?
Item 1:
The name of the corporation will be
the same as for the Articles of Incorporation.
Item 2:
The corporation's registered office
address must be a specific civic address within
the place specified in Form 1. Please note that
a post office box number is not sufficient.
Item 3:
This address cannot be the same address
as in item 2 or item 4. If the corporation does
not have a separate records office this section
must be marked not applicable.
Item 4:
If the corporation designates a post
office box in this item, the same post office
box cannot be used in item 2 or 3. Mark the item
not applicable if the corporation does not have
a separate service by mail address.
This form must be dated and signed at the
bottom. It can be signed by an incorporator,
officer or the solicitor of the company, and the
person signing must state their relationship to
the company.
How Do You Fill Out
Form
4 Notice of Directors?
Item 1:
The name of the corporation will be
the same as for the Articles of Incorporation.
Item 2:
All directors for the corporation must
be listed with their complete postal and
physical addresses. The number of directors must
correspond with the number in item 5 of Form 1.
This form must be dated and signed at the
bottom. It can be signed by an incorporator,
officer or the solicitor of the company, and the
person signing must state their relationship to
the company.
What Does the Registry Do?
The Registry will check that your articles
are complete and in proper form, and that the
name is acceptable. If so, the Registry will
issue a Certificate of Incorporation showing the
date of incorporation. If you prefer, you may
request a specific date of incorporation in
the near future
Deficient applications will be
returned to the applicant with a letter
indicating the nature of the deficiency. When
deficient articles are returned to applicants
the fee will be returned to the submitter along
with the documents.
Name Searches and Reservations
Forms
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