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Corporate Registries
Business Corporations - Frequently Asked Questions
What are the advantages of incorporation?
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Limited liability: potential loss limited to amount invested in the corporation.
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Perpetual existence: corporation continues on after
the death of the individual.
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Tax advantages: accountants will
generally recommend
incorporation once revenues reach a certain point.
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Raising capital: corporate form of business
organization easier to raise capital through the
sale of shares.
What are the disadvantages of incorporation?
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It is more expensive to incorporate.
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It is more complex to operate. There is more of an
administrative burden in that, for example, annual
meetings of shareholders must be held, and the
Corporate Registries requires an annual return
and filings when changes to the information on
file occur.
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It is more expensive to operate. As one example, the
corporation requires its own tax return separate and
apart from its shareholders.
What kind of businesses can incorporate under the
Business Corporations Act?
Almost any type of business may incorporate under
the Business Corporations Act. However,
railway, steamship, air transport, canal, telegraph,
telephone, irrigation, mortgage,
banking, insurance, loan and trust companies, and
other financial institutions, cooperative, Chambers
of Commerce as well as not-for-profit corporations
are incorporated under different statutes.
There are no restrictions, such as minimum company
size, on the businesses that may incorporate under
the Business Corporations Act.
Who can form a corporation?
One or more individuals may form a corporation under
the Business Corporations Act.
Similarly, one or more companies or "bodies
corporate" may incorporate a company.
Is a lawyer needed to incorporate?
A lawyer is not necessary to incorporate, although
they may provide valuable advice. If the
incorporator is inexperienced, or the proposed
structure is complicated, he/she may wish to
consult with legal counsel or other professional
advisors.
Registry staff cannot provide legal advice
concerning your incorporation.
Do I have to get a corporate seal?
A corporation under the Business Corporations Act is
not required to have a seal. If you wish to have a
corporate seal for your corporation, you may
purchase one from a legal stationery store or
commercial supplier.
What is the deadline for filing your Annual Return?
Annual returns for all corporations are due by the
end of the month following the anniversary date of
incorporation/amalgamation.
Can a corporation have only a P.O. Box (Postal
Office Box) as the Registered Office address?
No, the registered office must include a street
address as well as the postal address if different.
The purpose of the Registered Office is to have a
location for service of a notice or document
required to be sent or served on a corporation.
In addition, the records of the corporation are
usually stored and located at that office. Where it is impossible for a corporation to have a
street address (certain remote communities within
the Territories do not have street addresses) then a
detailed description of the Registered Office
location is required. This may be a lot, block and
plan or a house number.
Can a corporation act as a director on the Board of
Directors?
No, directors must be individuals.
Subsection 106(1) of the Business Corporations Act,
disqualifies from being a director:
- anyone who is less than nineteen years of age;
- anyone of unsound mind;
- a person who is not an individual; and
- a person who has the status of bankrupt.
Recently my company was incorporated in Nunavut under the Business
Corporations Act. Can I operate anywhere in Canada
now?
No, if you are carrying on business in a Canadian
jurisdiction other than Nunavut you must also register with the
corporations branch
of that jurisdiction.
I only want to do business in Nunavut for a short time. Do I really have to
Extra-Territorially register?
Yes, if you carry on business within Nunavut you must register under the Business
Corporations Act no matter how long you plan to
operate or do business here.
For more information contact:
Tel: 867-975-6590
Fax: 867-975-6594
Legal Registries Division
Department of Justice
Government of Nunavut
P.O. Box 1000, Station 570
Iqaluit, NU X0A 0H0
General Enquiries
Legal.Registries@gov.nu.ca
Land Title Search Requests
LTOSearches@gov.nu.ca
Land Title Filings and Registrations
LTORegistration@gov.nu.ca
Corporate Search Requests
CorporateSearches@gov.nu.ca
Corporate Filings
CorporateRegistrations@gov.nu.ca
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