Pre-Incorporation Checklist

1. Select the type of Company

You must select which type of company you want to incorporate.

• Under the Companies Act (Nova Scotia), you may incorporate one of three types of companies:
  
  • a Limited company by shares (limited liability company)
  • a Limited company by Guarantee; or
  • an Unlimited Liability Company.
• The first type of company is the one that has the traditional characteristics of corporations and companies. If you think you want to incorporate one of the other 2 kinds of companies, you may want to consider contacting competent professional advice to determine whether you have a need for these kinds of companies.

2. Select the name of the Company

You must select the name of the company. Alternatively, you may opt for a numbered company.

• A Nova Scotia company's name must end with one of the following: Limited, Limitée, Incorporated, Incorporée, Ltd., Ltée or Inc.
• A Nova Scotia company's name may not have the words "Royal" or "Imperial" as part of its legal name.
• A Nova Scotia company's name may be in English, French or it may have a version in both languages.
• Choosing a corporate name can be a difficult task. To increase the chances of your proposed name being accepted, try to select a name that is as distinct as possible, yet accurately describes your business. If your proposed corporate name uses common or popular names, the chances of it being accepted decrease. Furthermore, you may not be allowed to use a name which is either identical or deceptively similar to one that is already used by another company or competitor in your jurisdiction.
• Alternatively, a Nova Scotia company may be assigned a number as its legal name (for example, 123456 Nova Scotia Inc.). This speeds up the incorporating process and permits immediate delivery of the Articles of Incorporation. The corporation may then register a trade name and be known to its customers as doing business under the trade name. Although the company must be identified by its actual name (i.e., the number followed by Nova Scotia Inc. or Ltd.) for all formal and legal matters and relations (e.g., contracts), the company may use its trade name for exterior signs, business cards, letterhead, etc.

3. Select a Registered Office

You must select a registered office for the company that is within Nova Scotia.

• The registered office of a company is the location officially designated as such by the company to the relevant government department or authority. The registered office may be a commercial or residential address, but should not be a post office box. You will need the complete address.
• The registered office is typically the principal place of business of the company (e.g., store, plant or office) and does not have to actually be an "office". If the company will have more than one place of business, you may select any of the places of business.

4. Select Shareholders

You must select who will be the shareholders of the company.

• Shareholders are the person(s) who hold (i.e., own) the shares in the company. Whoever holds the shares of a company essentially "owns" the company. By reason of the votes that are usually attached to the shares, the shareholders control the company.
• Every private company must have at least 1 shareholder and there may be several (but not more than 50) shareholders.
• You will need the complete residential address of each shareholder.

5. Number of Shares

You must select the number of shares each shareholder will have.

• A company may issue as few or as many shares as it deems desirable. The crucial matter is the proportion of shares that is initially issued to each shareholder, rather than the actual number. For example, if there are 2 shareholders and each is to have a 50% interest in the company, it is irrelevant whether each shareholder receives 10 shares or 10,000 shares each, since in either case, both receive an equal proportion of the shares.
• Nonetheless, it may be advantageous to issue a larger amount of shares. It may facilitate selling a portion of these shares at a later date since each share will have a lower value. Also, subsequent share issues from the company may be more attractive to investors since the value of the shares would be lower given the larger number of shares that were already issued.
• It is not uncommon for the total amount of shares issued to all initial shareholders to equal 1000 shares. However, you may decide to increase or decrease this amount.

6. Individuals with Significant Control (ISC)

You must prepare a transparency register.

On April 1, 2023, the Nova Scotia government amended the Companies Act (the “Act”) to require all companies formed under the Act, aside from public corporations to create and maintain a register of individuals with significant control over the company.   An “individual with significant control” over a company is a person holding “a significant number of shares”, either directly or indirectly, or an individual with direct or indirect influence that, if exercised, would result in control in fact of a company.

Under the amendments, a “significant number of shares” means (1) shares that carry 25% or more of the voting rights attached to all of a company’s outstanding voting shares; or (2) that represent 25% or more of all of the company’s outstanding shares as measured by fair market value.

Content of the Register

For each individual with significant control the Register must include the following information:

• name, date of birth and last known address;
• jurisdiction of residence for tax purposes;
• the day when the individual became, or ceased to be, an individual with significant control;
• description of how the individual has significant control over a company, including a description of any interests and rights they have in shares of the company;
• description of the steps taken by the company in each financial year to ensure the Register is complete and accurate; and
• any other prescribed information required by regulation.

Corporations must update their register annually OR within 15 days of becoming aware of a change affecting their register.

7. Select Directors

You must decide who will be the directors of the company.

• Directors are the individuals who administer the affairs of the company and make all major decisions for the company.
• Every company must have at least 1 director, and there may be several. Only individuals (i.e., physical persons) may be directors of a company.
• A Nova Scotia company DOES NOT require that any of its directors be Canadian residents.
• Directors may also be shareholders and officers (see below) of the company. In fact, this is typical in small companies.
• You will need to know the following for each director: their complete residential address, whether they are Canadian residents and their profession.

8. Select Officers

You must decide who will be the officers of the company.

• Officers are the persons who hold certain senior management positions, such as President, Vice-President, Secretary and Treasurer, among others.
• A company must appoint a President and a Secretary.
• Officers may hold more than one office or position. For example, an individual may be the President, Secretary and Treasurer.
• Officers may also be directors and shareholders of the company. In fact, this is typical in small companies. There is no Canadian residency requirement for officers.
• You will need to know the following for each officer: their complete residential address and their profession.

9. Fiscal Year-end

You must select the fiscal year-end of the company.

• A fiscal year is any 12-month period used by a company as its official accounting period. A fiscal year-end is the official last day of the fiscal year of a company. The fiscal year-end does not need to be December 31, but is typically the last day of the chosen month.
• It is not uncommon for companies to select December 31 as their fiscal year-end. However, you may change this date if you have specific reasons for doing so.

10. Select Accountants

You may select the auditors or accountants of the corporation. If you do not, you may still incorporate.

• Auditors are the professionals who check the accuracy, fairness and general acceptability of a corporation's accounting records and attests to them. A corporation must generally appoint an auditor to prepare the annual financial statements of the corporation. The accountant should be a CA, CGA or other professional with the proper credentials. Alternatively, you may appoint accountants to prepare the financial statements of the corporation but who will not act as auditors of the corporation.
• Shareholders of a private corporation may choose not to appoint an auditor for any given fiscal year. All the shareholders must agree to this decision. This decision remains valid only until the next annual meeting, where all the shareholders of the corporation must once again consent to not appointing an auditor for the following fiscal year.

11. Government Incorporation Fees

Nova Scotia companies have a government incorporation fee of $200.00 Named companies also require an additional search report at a cost of $61.05.