Incorporate a business in Nova Scotia

Requirements to incorporate in Nova Scotia

Most businesses that incorporate in Nova Scotia create a limited company (a company limited by shares) under the Companies Act. The file goes to the Registry of Joint Stock Companies, which approves the name, registers the company and keeps the public record. Nova Scotia's vocabulary differs slightly from other provinces: the founding documents are a memorandum of association and articles of association rather than articles of incorporation, and the founders who sign them are called subscribers.

• Directors: At least 1 directorsource.
• A registered office: Registered office in Nova Scotia requiredsource. It is the address where legal documents can be served on the company.
• An approved name, or a numbered companynumbered companyCorporation named after its registry number (e.g. 12345678 Canada Inc.). Skips the name search.See definition →. Numbered company in Nova Scotia: Yes — no fee to reserve a numbered company namesource.
• Memorandum and articles of association: they set out the share capital, the rights of each class of shares and the internal rules of the company.
• Subscribers: the people who sign the memorandum and take the first shares.

Government fees and processing times in Nova Scotia (sourced)

The amounts below are government fees, paid to the province and always listed apart from Incorpo's fees. Each one is read from a Nova Scotia government source, with the verification date shown at the bottom of the page.

The fee and turnaround for a rush service in Nova Scotia are still being verified against a government source, so they are not shown on this page. Incorpo files through the registry's online service whenever it is available.

Name rules in Nova Scotia

A corporate namecorporate nameThe corporation’s legal name: a distinctive, a descriptive and a legal element.See definition → generally combines a distinctive element, a descriptive element and a legal ending such as Limited, Ltd., Incorporated or Inc. The registry can refuse a name that is confusingly similar to an existing business or that misdescribes the company.

• How names are approved: Name reservation with RJSC, including a Nuans report (Atlantic or federal search)source.
• Validity of an approved name: 90 days to incorporate after approvalsource.
• Language: Descriptive and legal elements in English and/or French; another Latin-alphabet language only in the distinctive elementsource.
• Numbered company: Yes — no fee to reserve a numbered company namesource. A business name can be registered later if you want to trade under a brand.

The Atlantic search compares your name with businesses registered in the Atlantic region; the Canada-wide search covers the whole country and is useful when you plan to expand. Which one fits depends on your plans; the NuansNuansCanada-wide name and trademark search required to reserve a distinctive name federally and in several provinces.See definition → report is the same tool in both cases, only the scope changes.

Director residency rules in Nova Scotia

Director residency in Nova Scotia: No residency requirement; directors may live outside Canadasource. A founder living in Ontario, in the United States or overseas can therefore be the sole directordirectorPerson elected by shareholders to manage the corporation. Federally, 25% must be Canadian residents.See definition → of a Nova Scotia company.

Compare this with a federal corporation under the CBCACBCAFederal statute governing corporations formed with Corporations Canada.See definition →: At least 25% of directors must be resident Canadians; at least 1 if fewer than 4 directorssource. Without a local director, the company still needs its registered office in the province, and the registry may also require a recognized agent living in Nova Scotia. A law office or a registered office provider often fills both roles.

Step by step: how we file for you

1. 1Answer the questionnaireProposed name or number, activity, directors, shareholders and share classes. Save as you go and return whenever you like.
2. 2Name reservationWe order the Nuans report, check it for conflicts and submit the name reservation to the RJSC. With a numbered company, this step is skipped.
3. 3Incorporation documentsWe prepare the memorandum and articles of association and the notices of registered office and directors from your answers. You review and sign them electronically.
4. 4Filing with the RJSCWe file the documents and pay the government fees on your behalf. Time to receive the certificate: About 3 dayssource.
5. 5Digital minute bookOnce the certificate arrives, your minute bookminute bookOfficial record holding a corporation’s articles, by-laws, resolutions and registers.See definition → is ready in your dashboard: organizational resolutions, registers of directors and shareholders, share certificates.
6. 6Tax registrationsWe guide you through obtaining a business number from the Canada Revenue Agency and, where your activity calls for them, GST/HST and payroll accounts.

After incorporation: annual return and registrations

In Nova Scotia, the yearly obligation takes the form of an annual renewal of the company's registration, the local equivalent of the annual returnannual returnMandatory yearly filing with the registry, separate from the tax return. Missing it can lead to dissolution.See definition → filed in other provinces. Missing it puts the company's standing at risk.

Register of individuals with significant control: Required (since 2020), kept at the registered office or another place in Nova Scotiasource. Filing: No filing; disclosed to the Registrar on requestsource. Access: Not public: access for shareholders and creditors (by affidavit) and investigative bodiessource. Incorpo prepares this register with the minute book, so your registers and resolutions live in one place.

Nova Scotia company, federal corporation or a neighbouring province?

A Nova Scotia company generally suits a business based in the province, and its open director residency rule appeals to founders who live elsewhere. A federal corporation protects its name across Canada but must still register in each province where it operates, Nova Scotia included. The New Brunswick arrangement works in both directions: on the New Brunswick side, Nova Scotia corporations exempt since April 1, 1994source.

The right structure depends on your activity, your shareholders and your tax position. A lawyer or an accountant can help you weigh the options; our province pages lay out the differences side by side.