If you want to incorporate your business in Newfoundland and Labrador under provincial rules instead of under federal regulations, the procedures to follow are different. On this page, we describe three ways to set up your business as a Newfoundland and Labrador corporation: that is by yourself, with an online service, or using a lawyer. We will go through the three of them below.
First it is important to realize that Federal Corporations in Canada are administered by a different set of laws than incorporating in the provinces. The Canada Business Corporations Act provides the incorporation rules for Federal Corporations. Meanwhile, Newfoundland and Labrador provincial corporations are regulated under the Newfoundland and Labrador Corporations Act.
Newfoundland and Labrador Incorporation Fees
Newfoundland and Labrador keeps the fee schedule simple for any business that wishes to incorporate. A simple flat fee of $300 applies to any type of company. There is a reduced fee of $270 for filing online. Three forms must accompany this fee. These are Form 1, Form 3, and Form 6. Now we will cover the three ways to go about incorporating in Newfoundland and Labrador.
How You Can Set Up Your Own Incorporation in Newfoundland and Labrador Alone
When you decide to handle the incorporation of your business by yourself in Newfoundland and Labrador, you must submit the following documents along with the flat filing fee:
- The Articles of Incorporation – You will either need to fill in the standard Form 1, or if you are incorporating without share capital you will need to fill in Form 1a. Either form will require your signature. These forms are available here. Your articles of incorporation must accompany these forms. These articles of incorporation have to be submitted by the individual who is the incorporator.
- Corporate Name Approval – The proposed corporate name should be checked against the Newfoundland and Labrador Registry of Companies to make sure it is not already taken. The name should be approved by the Registrar before incorporating the company. The fee to check and reserve a name is $10. More information on this policy is available here.
- The Registered Office – You must also submit Notice of Registered Office Form 3 with the location of the registered office. The location has to be stated in the articles themselves. The street address only must be stated on Form 3.
- Directors – The names of the directors must be listed in Form 6. You can have as many directors as you wish with for-profit companies. Non-profit corporations are required to have at least three directors. All directors have to be at least 19 years of age.
- Restrictions on Business – Corporations without share capital are required to file both a Schedule A and a Schedule B.
- Fees – The $300 fee applies for paper filing. For those who file electronically using the Registry’s online incorporation option the fee is reduced to $270.
Incorporating a Newfoundland and Labrador Corporation with an Online Incorporation Service
For those of you who do not feel like you will successfully navigate the Newfoundland and Labrador incorporation process on your own, you may also utilize the services of one of the online incorporation companies. This will save you the more expensive fees of having a corporate lawyer do the filing for you. Two online filing services you can look into are:
- Law Depot Canada; or
- Ownr.
The advantage to these online incorporation services is that they offer the order form directly on their website. You simply answer questions about your Newfoundland and Labrador company and how you want your incorporation to look. You will pay the government fees and the Service provider fees to the online incorporation company directly. These services have a vast amount of successful experience in filing the appropriate incorporating documents. They will be able to help you with any information that you supply incorrectly or any questions that you may have.
Incorporating a Newfoundland and Labrador Corporation by Using a Lawyer
The simplest way to establish your new Incorporation is by going through a Corporation lawyer. These are also known as start-up lawyers. They can handle all of the requirements of filing for your Newfoundland and Labrador Incorporation. This way you will know that all of your papers are properly filled in and submitted. If you have questions regarding the advantages of establishing a Provincial Incorporation versus a Federal Incorporation, they can answer these as well.
The only downside to working with a corporate lawyer concerns the extra expense. Naturally the ultimate fees will depend on how complicated the Corporation proves to be. These legal costs can run into the thousands of dollars. That said, if you fear that you will make costly mistakes by doing the Incorporation on your own, this still might save you money in the long run.
It is not hard to find a lawyer who can help you to file your Incorporation in Newfoundland and Labrador. Simply visit the website of The Law Society of Newfoundland & Labrador. They provide a complete directory of lawyers along with various other resources to help you with your business.
