If you want to register a business in Nova Scotia, your first decision is the same as it would be in any other province; you need to decide how your business is going to be legally organized.
Are you going to register a business as a sole proprietorship, a partnership, or a corporation? (For the differences between these forms of business, see Choosing a Form of Business Ownership). The business registration procedure, and associated fees and responsibilities are different for each form of business.
Not all businesses need business registration in Nova Scotia. For instance, if you’re going to operate a sole proprietorship and use your name as your business name, with no additions, you don’t need to go through business registration. (Although business registration is required for sole proprietorships if you plan to operate under another name, or add a qualifier to your name, such as “and Associates.”)
You also don't need to register a business name if your business will be a partnership involved in farming or fishing, or if your corporation, partnership, or business name is already registered in New Brunswick.
Registering a Business Name
The first step in business registration in Nova Scotia is to reserve your business name. To do this, you need to submit your chosen business name and other pertinent information to the Nova Scotia Registry of Joint Stock Companies, which will conduct a name search. If the name search is successful (i.e., the business name is deemed appropriate and distinctive), the business name will be reserved for your use for 90 days. If it's unsuccessful, you'll need to file another Name Reservation Request and go through the procedure again.
Nova Scotia now offers online business registration services; you can submit your Name Reservation Request online at The Nova Scotia Business Registry. If you prefer, you can download, print off, and fill out the Name Reservation Request Form, and take it to any Nova Scotia Access Centre or send it to the Nova Scotia Registry Of Joint Stock Companies.
Besides deciding what business name to submit, you also need to decide which type of business name search to have done; you can have an Atlantic Canada name search or a Canada-wide name search. If your proposed name starts with the word “Canadian,” the choice is made for you; you must have a Canada-wide search done.
To find out whether or not your proposed business name is accepted, you can call 902-424-7770 (press 1, then 1, then 4) after two business days. If the business name is reserved for you, remember that you only have 90 days to register your business under that reserved name.
Now that you're ready to register your business let's look at the business registration process for different forms of business.
Registering a Sole Proprietorship or Partnership
The business registration of a sole proprietorship or partnership is easy in Nova Scotia; basically, all you have to do is fill out and file the "Application For Registration of a Business Name, Sole Proprietorship, or Partnership in Nova Scotia" form and pay the appropriate fee. (And remember, you don't have to register your sole proprietorship if you're going to be operating your business solely under your name.)
You can download the Application For Registration form, print it, fill it out, and take it to any Nova Scotia Access Centre, or send it to the Nova Scotia Registry Of Joint Companies. You may find it more convenient to register your sole proprietorship online.
Don't be alarmed because the "Application For Registration of a Business Name, Sole Proprietorship, or Partnership in Nova Scotia" form uses the word “partnership” throughout, instead of "sole proprietorship"; in Nova Scotia, a sole proprietorship is defined as "a partnership of one." If you are registering a partnership, there is space on the form for all the partners to be listed. You'll also need to list the addresses of each partner completely, and fill in the company information for any incorporated partner.
There is also space on the form for information about the Recognized Agent. A Recognized Agent is essentially a person who operates as a legal contact for your business.
If you are a Nova Scotia resident, and registering a sole proprietorship, you don't need to appoint a Recognized Agent. However, if you aren't a Nova Scotia resident and are registering a sole proprietorship, you do.
You must also appoint a Recognized Agent if you are registering a partnership and one of your business partners lives outside of Nova Scotia, if there are two or more partners (besides you), or if you are registering a partnership on behalf of a limited company (a corporation).
The Recognized Agent you appoint must reside in Nova Scotia. He or she will “receive official correspondence and ...may be served, on behalf of the company or society, with a writ, summons, process, or other legal notice”. Here is the "Appointment of Recognized Agent" form.
Once you have registered your sole proprietorship or partnership, you will be issued a Certificate of Registration, which will include a Business Number (BN), assigned by the Canada Revenue Agency (CRA). You will need your Business Number to register for any CRA accounts, such as payroll or GST/HST accounts.
Your business's Certificate of Registration needs to be renewed each year.
Legal Obligations Related to Business Registration in Nova Scotia
Note that the above only covers registering your business name. When you start a sole proprietorship or partnership in Nova Scotia, you may also have to:
- Open a GST/HST account to collect and remit HST (See Register for the GST/HST for details)
- Register your new business with your municipality (and pay Business Occupancy tax)
- Register for any permits or licenses specific to doing business in your industry (See BizPal for information)
- Prepare to have employees. That means thinking about payroll.
- Register with the Workers Compensation Board of Nova Scotia
Incorporation in Nova Scotia
Business registration occurs automatically as part of the incorporation process if your business is being incorporated initially in Nova Scotia.
However, if the business has already been incorporated outside of Nova Scotia, you have to have your business name approved for use in Nova Scotia before you can apply for business registration as a corporation. (See the first part of this article for an outline of the name approval process.) (Note that if your business is incorporated in New Brunswick, you don't need to register it in Nova Scotia.)
The Nova Scotia Registry of Joint Stock Companies refers to the incorporation process for a company that is not incorporated elsewhere as registering a Limited Company. The process for incorporation for such a company is quite straightforward; you assemble and fill out all the required incorporation forms (or have a lawyer do it), and submit them to the Registry of Joint Stock Companies, along with the required fees.
Some, but not all, of the required forms for incorporation in Nova Scotia are available online. Notice that you also need to complete and submit an Appointment of Recognized Agent form, as every Nova Scotia corporation needs to have a Recognized Agent.
Currently, Nova Scotia incorporation costs $454.75 (an incorporation fee of $336.40 plus a business registration fee of $118.35). This fee doesn't include the fee for your name reservation search. Also, you must renew your incorporation each year, which costs $118.35.
It takes about 5 to 10 days to become incorporated in Nova Scotia.
A company that is already incorporated in a province other than Nova Scotia (except New Brunswick, which is exempt), will need to follow the procedure for Extra-Provincial Company Registration. This means that after you have your business name approved for use in Nova Scotia, you must complete and file the three Statement of Extra-Provincial Registration forms and the Appointment of Recognized Agent form.
The signatures on the Statement of Extra-Provincial Registration forms need to be formally attested; you will need to take them to a Nova Scotia Access Centre or to the Registry to be sworn to by a Commissioner of Oaths or have them sworn by a lawyer, Notary Public, or Justice of the Peace.
Once this is done, you're ready to submit your forms and the required fees to the Registry of Joint Stock Companies. Currently, the standard fee for extra-provincial incorporation is $274.10 and must be renewed each year which also costs $274.10. The fees for extra-provincial incorporation of an insurance company, bank, loan or trust company are higher.
Registering a Society in Nova Scotia
Incorporation is not necessary for registering a society in Nova Scotia, but you may wish to incorporate your non-profit organization because incorporation can provide benefits for society members such as limited liability. Incorporation also provides the society with legal status; a corporation is a separate legal entity that can do things such as own property, for instance.
After you have your society's proposed name approved (see part one of this article for an outline of the name approval process), you need to complete and fill out the six forms required for registering a society in Nova Scotia, such as the Memorandum of Association and Society Bylaws forms, all of which are available online.
The signatures on the forms will need to be witnessed by someone who is not one of the original subscribers to your society. You will also have to appoint a Recognized Agent to act as a legal contact for the society, which means you will have to complete and submit an Appointment of Recognized Agent form.
Once completed, you will submit the society forms to the Nova Scotia Registry of Joint Stock Companies, along with the required registration of society fee.
Receiving the Certificate of Registration for your society will take approximately 10 business days after your completed application has been received.
Each year you will have to send the Registry of Joint Stock Companies a current list of your society's directors, a copy of the society's most recent financial statements, and a renewal fee. The fee must be paid on the anniversary month of the society's registration.
And some good news; unlike corporations, societies that are incorporated outside of Nova Scotia do not have to register "over again" with the Registry of Joint Stock Companies to operate within Nova Scotia.