Incorporate a business in Newfoundland and Labrador

Requirements to incorporate in Newfoundland and Labrador

A Newfoundland and Labrador company is incorporated under the province's Corporations Act and recorded by the Registry of Companies. Filings go through CADO (Companies and Deeds Online), the registry's online system. Before filing, the following elements need to be settled:

• Directors: 1 or more directorssource. Their names and addresses are filed with the articles.
• A registered office: Registered office in the province requiredsource. This is where legal documents can be served on the company.
• A name: either a word name approved by the registry, or a numbered companynumbered companyCorporation named after its registry number (e.g. 12345678 Canada Inc.). Skips the name search.See definition →. Numbered company in Newfoundland and Labrador: Yes (not for non-profit corporations)source.
• A share structure: share classes, the rights attached to them and any transfer restrictions, written into the articles of incorporationarticles of incorporationDocument filed with the registry setting the name, share capital, number of directors and restrictions.See definition →.
• Incorporators: the people who sign the articles, often the future shareholders.

Government fees and processing times in Newfoundland and Labrador (sourced)

Government fees are paid to the province and always appear apart from Incorpo's fees. Each figure here comes from a Newfoundland and Labrador government source; the source and verification date are listed at the bottom of the page.

Name rules in Newfoundland and Labrador

Like elsewhere in Canada, a corporate namecorporate nameThe corporation’s legal name: a distinctive, a descriptive and a legal element.See definition → generally pairs a distinctive element with a descriptive element and a legal ending such as Limited, Ltd., Incorporated or Inc. The registry refuses a name that is too similar to an existing one or that could mislead the public.

• How names are checked: Registry name check in CADO (NL only)source.
• Name approval fee: $10source.
• Validity of an approved name: 90 dayssource.
• Language: English, French, both or combined (any language allowed)source.

Where most provinces rely on a NuansNuansCanada-wide name and trademark search required to reserve a distinctive name federally and in several provinces.See definition → report, Newfoundland and Labrador's registry checks the name itself. Because that check covers the province only, a name approved here is not screened against businesses elsewhere in Canada. Founders who plan to expand often run a broader search or look at trademark protection, depending on their plans. A numbered company sidesteps the question at the start: the name can be changed by amendment once the brand is settled.

Director residency rules in Newfoundland and Labrador

Director residency in Newfoundland and Labrador: No residency requirement (25% rule removed, effective April 1, 2022)source. A founder living in another province or outside Canada can therefore be the only directordirectorPerson elected by shareholders to manage the corporation. Federally, 25% must be Canadian residents.See definition → of a Newfoundland and Labrador company.

Federal corporations under the CBCACBCAFederal statute governing corporations formed with Corporations Canada.See definition → work differently: At least 25% of directors must be resident Canadians; at least 1 if fewer than 4 directorssource. Even without a local director, the company keeps a registered office in the province, which a law office or registered office service can provide for founders based elsewhere.

Step by step: how we file for you

1. 1Answer the questionnaireName or number, activity, directors, shareholders and share classes. You can save and come back at any time.
2. 2Name approval or numbered companyWe submit the proposed name for the registry's check in CADO and follow up until it is approved. With a numbered company, the name step is skipped.
3. 3Articles and noticesWe prepare the articles of incorporation and the notices of registered office and directors from your answers. You review and sign them electronically.
4. 4Filing in CADOWe file online and pay the government fee on your behalf. Online incorporation fee: $270 onlinesource.
5. 5Digital minute bookOnce the certificate is issued, your minute bookminute bookOfficial record holding a corporation’s articles, by-laws, resolutions and registers.See definition → is ready in your dashboard: bylaws, organizational resolutions, registers and share certificates.
6. 6Tax registrationsWe walk you through getting a business number from the Canada Revenue Agency and, if your activity requires them, GST/HST and payroll accounts.

After incorporation: annual return and registrations

Each year, a Newfoundland and Labrador company files an annual returnannual returnMandatory yearly filing with the registry, separate from the tax return. Missing it can lead to dissolution.See definition → confirming its information with the registry. A company that falls behind loses its good standing, which can complicate financing, contracts or a sale.

Register of individuals with significant control: Requiredsource. Filing with the registry: Not filed; disclosed to the registrar on requestsource. Access: Not public; shareholders and creditors on affidavitsource. Incorpo prepares this register alongside the minute book, so every register and resolution stays in one place.

Newfoundland and Labrador company or federal corporation?

A provincial company generally suits a business that operates mainly in Newfoundland and Labrador, such as a local trade, a fishing or tourism business, or a professional practice where the profession allows it. A federal corporation protects its name across Canada, which addresses the province-only name check, but it still registers in each province where it does business, including this one: Before commencing business in the provincesource.

The right choice depends on where you operate, who your shareholders are and your tax situation. A lawyer or an accountant can help you compare; our province pages set out the differences side by side.