When starting a business in Nova Scotia, the first decision you must make is how to legally structure your business, just as you would in any other province.
Will you establish your business as a sole proprietorship, a partnership, or a corporation? Each option has its own business registration process, fees, and responsibilities. To understand the distinctions between these types of business structures, refer to the guide titled “Choosing a Form of Business Ownership.”
It’s important to note that not all businesses in Nova Scotia require business registration. For example, if you plan to operate a sole proprietorship and simply use your own name as the business name, without any additions, you are not obligated to go through the business registration process. However, if you intend to operate under a different name or include a qualifier like “and Associates” to your name, business registration for sole proprietorships is mandatory.
Additionally, registration of a business name is not necessary if your partnership will engage in farming or fishing activities, or if your corporation, partnership, or business name is already registered in New Brunswick.
Registering a Business Name in Nova Scotia
When you begin the process of registering your business in Nova Scotia, the initial step is to secure your chosen business name. To accomplish this, you must provide the Nova Scotia Registry of Joint Stock Companies with your preferred business name and other necessary information. Subsequently, the registry will conduct a thorough search to determine if your desired name is appropriate and unique. If the search is successful, meaning your business name meets the necessary criteria, it will be reserved exclusively for your use for a period of 90 days. Conversely, if the search is unsuccessful, you will need to submit another request for name reservation and repeat the procedure.
Nova Scotia now offers convenient online services for business registration. You have the option to complete and submit your Name Reservation Request online through The Nova Scotia Business Registry. Alternatively, if you prefer, you can download and print the Name Reservation Request Form, fill it out, and either bring it to any Nova Scotia Access Centre or send it to the Nova Scotia Registry of Joint Stock Companies.
In addition to determining your business name, you must also decide on the type of name search to be conducted. You can choose between an Atlantic Canada name search or a Canada-wide name search. However, if your intended business name begins with the word “Canadian,” a Canada-wide search is mandatory.
To ascertain whether your proposed business name has been accepted, you can contact 902-424-7770 (press 1, then 1, then 4) after two business days. It is important to note that if your business name is successfully reserved, you have a limited window of 90 days to complete the registration process for your business under that specific name.
Once you have completed the necessary steps and are prepared to register your business, let’s explore the process of business registration for different business forms.
Registering a Sole Proprietorship or Partnership in Nova Scotia
Registering a sole proprietorship or partnership in Nova Scotia is a straightforward process. To get started, you need to complete and submit the “Application For Registration of a Business Name, Sole Proprietorship, or Partnership in Nova Scotia” form and pay the necessary fee. However, if you plan to operate your business solely under your name, registering your sole proprietorship is not mandatory.
You have a couple of options for submitting the application. You can download the form, fill it out, print it, and take it to a Nova Scotia Access Centre or send it to the Nova Scotia Registry Of Joint Companies. Alternatively, you may find it more convenient to register your sole proprietorship online.
Don’t be concerned if the form consistently uses the term “partnership” instead of “sole proprietorship.” In Nova Scotia, a sole proprietorship is considered a “partnership of one.” If you’re registering a partnership, the form provides space to list all the partners involved. Additionally, you must provide complete addresses for each partner and furnish the company details for any incorporated partner.
The form also includes sections to provide information about the Recognized Agent. This individual serves as a legal contact for your business.
If you’re a Nova Scotia resident registering a sole proprietorship, you’re not obligated to appoint a Recognized Agent. However, if you’re a non-resident registering a sole proprietorship in Nova Scotia, you will need to appoint one.
For partnerships, a Recognized Agent must be appointed under the following circumstances: if one of the business partners resides outside of Nova Scotia, if there are multiple partners besides yourself, or if you’re registering a partnership on behalf of a limited company or corporation.
The appointed Recognized Agent must be a resident of Nova Scotia, and they will handle official correspondence and legal notices on behalf of your company. You can find the “Appointment of Recognized Agent” form for this purpose.
Once your sole proprietorship or partnership registration is complete, you will receive a Certificate of Registration. This certificate will contain a Business Number (BN) assigned by the Canada Revenue Agency (CRA). You will need this Business Number when setting up CRA accounts such as payroll or GST/HST accounts.
Remember to renew your business’s Certificate of Registration annually.
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
If you are initially incorporating your business in Nova Scotia, the registration process will happen automatically as a part of the incorporation. However, if your business is already incorporated outside of Nova Scotia, you need to obtain approval for your business name to be used in Nova Scotia before you can proceed with registering your business as a corporation. It is important to note that if your business is incorporated in New Brunswick, you are not required to register it in Nova Scotia.
The Nova Scotia Registry of Joint Stock Companies considers the process of incorporating a company that is not incorporated elsewhere as the registration of a Limited Company. This process is fairly straightforward. You will need to gather and complete all the necessary incorporation forms and then submit them, along with the required fees, to the Registry of Joint Stock Companies. Please remember that every Nova Scotia corporation must have a Recognized Agent, so you will also need to fill out and submit an Appointment of Recognized Agent form.
Some of the required incorporation forms for Nova Scotia are available online, although not all of them. Additionally, don’t forget about completing and submitting the Appointment of Recognized Agent form, which is mandatory for every Nova Scotia corporation.
The current cost for incorporating a business in Nova Scotia is $454.75, which includes an incorporation fee of $336.40 and a business registration fee of $118.35. Please note that this fee does not cover the cost of the name reservation search. Also, keep in mind that you must renew your incorporation annually, which incurs an additional fee of $118.35.
The process of becoming incorporated in Nova Scotia typically takes around 5 to 10 days.
If your company is already incorporated in a province other than Nova Scotia (with the exception of New Brunswick), you will need to follow the procedure for Extra-Provincial Company Registration. Once you have received approval for your business name in Nova Scotia, you must complete and file three Statement of Extra-Provincial Registration forms, along with the Appointment of Recognized Agent form.
Please be aware that the signatures on the Statement of Extra-Provincial Registration forms need to be formally attested. You can do this by taking the forms to a Nova Scotia Access Centre or the Registry, where they can be sworn to by a Commissioner of Oaths, a lawyer, Notary Public, or a Justice of the Peace.
Once all the necessary steps have been completed, you can submit your forms, along with the required fees, to the Registry of Joint Stock Companies. Currently, the standard fee for extra-provincial incorporation is $274.10, which must also be renewed annually, incurring the same fee again. However, please note that the fees for extra-provincial incorporation of an insurance company, bank, loan, or trust company are higher.
Registering a Society in Nova Scotia
In Nova Scotia, it is not mandatory to incorporate a society, but it is advisable to do so for a non-profit organization. By incorporating, the society can offer certain advantages to its members, such as limited liability. Additionally, incorporation grants the society legal recognition, allowing it to function as a separate entity with the ability to own property.
Once you have obtained approval for your society’s proposed name (refer to part one of this article for details on the name approval process), you will need to complete six forms necessary for registering a society in Nova Scotia. These forms include the Memorandum of Association and Society Bylaws, all of which are conveniently accessible online.
The forms must be signed in the presence of a witness who is not one of the original subscribers to your society. Additionally, you are required to appoint a Recognized Agent who will serve as the society’s legal contact. To accomplish this, you will need to fill out and submit an Appointment of Recognized Agent form.
Once you have filled out all the necessary forms, along with the required registration fee, you will need to submit them to the Nova Scotia Registry of Joint Stock Companies.
After the completed application is received, it usually takes about 10 business days to receive the Certificate of Registration for your society.
On an annual basis, you will be required to provide the Registry of Joint Stock Companies with several documents. These include an updated list of your society’s directors, the most recent financial statements, and a renewal fee. The fee must be paid during the month your society was registered.
The good news is that unlike corporations, societies incorporated outside of Nova Scotia do not need to go through an additional registration process with the Registry of Joint Stock Companies in order to operate within the province.
Need more information? CBES is here to assist you; feel free to contact us for expert guidance.