Company formation in Nova Scotia
Incorporation for non-residents of Canada
Companies incorporated in any of those provinces can then be registered to do business in other provinces as well.
Language
Currency
Exchange control
None.
Type of law
Principal corporate legislation
- The Companies Acts 1931 to 1993.
- Limited Liability Companies Act 1996.
Types of corporations for International Trade and Investment
Private Corporation
There are different types of corporations for tax purposes. The corporation type determines whether or not the corporation is entitled to certain rates and tax deductions.
Canadian-Controlled Private Corporation (CCPC)
A CCPC is a private corporation that is also a Canadian corporation. For a corporation to be considered a CCPC, it has to meet all of the following requirements at the end of the tax year: it is a private corporation; it is a corporation that is resident in Canada and was either incorporated in Canada or resident in Canada from June 18, 1971 to the end of the tax year; it is not controlled directly or indirectly by one or more non-resident persons; it is not controlled directly or indirectly by one or more public corporations (other than a prescribed venture capital corporation, as defined in the Income Tax Regulations 6700); it is not controlled by a Canadian resident corporation that lists its shares on a prescribed stock exchange outside of Canada; it is not controlled directly or indirectly by any combination of persons described in the three preceding conditions; if all of its shares that are owned by a non-resident person, by a public corporation (other than a prescribed venture capital corporation), or by a corporation with a class of shares listed on a prescribed stock exchange were owned by one person, that person would not own sufficient shares to control the corporation; and no class of its shares of capital stock is listed on a prescribed stock exchange.
Other Private Corporations
These are generally corporations resident in Canada that are controlled directly or indirectly by non-residents. To be considered other private corporation, the corporation has to meet all of the following requirements at the end of the tax year: it is resident in Canada; it is not a public corporation; it is not controlled by one or more public corporations; it is not controlled by one or more prescribed federal Crown corporations (as defined in Regulation 7100); and it is not controlled by any combination of corporations described in the two preceding conditions.
Public Corporation
To be a public corporation, a corporation must be resident in Canada and meet either of the following requirements at the end of the tax year: it has a class of shares listed on a prescribed Canadian stock exchange; or it has elected, or the Minister of National Revenue has designated it, to be a public corporation and the corporation has complied with prescribed conditions under Income Tax Regulations 4800: on the number of its shareholders, the dispersing of the ownership of its shares, the public trading of its shares, and the size of the corporation. If a public corporation has complied with certain prescribed conditions under Regulation 4800, it can elect, or the Minister of National Revenue can designate it, not to be a public corporation. A public corporation that elects or is designated not to be a public corporation becomes a private corporation.
Corporation Controlled by a Public Corporation
This is a corporation that is controlled by a Canadian public corporation. If a corporation is a Canadian subsidiary of a public corporation, it does not qualify as public corporations for the purpose of determining the type of corporation.
Other Corporations
These include non-resident-owned investment corporations and Crown corporations. Most business enterprises in Canada are corporations incorporated under federal, provincial or territorial corporate legislation. Provincial and territorial legislation is largely consistent with the federal Canada Business Corporations Act, R.S.C. 1985, c. C-44 (the “CBCA”).
Corporate legislation and common law impose on directors the duty to manage the business and affairs of the corporation. Corporate legislation further provides that in exercising the duty to manage the business and affairs of the corporation, the directors are under a fiduciary duty to act honestly and in good faith with a view to the best interests of the corporation. In carrying out these duties, directors are obligated to exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. Investors can apply to a court for compensation in the event of “oppressive” action by their corporation.
Legislation governing the formation and operation of other forms of business enterprise, such as partnerships and trusts, is less extensive. Trustees have fiduciary responsibilities to trust beneficiaries. Most other aspects of the corporate governance of a non-corporate enterprise will be governed by the agreement or indenture under which the enterprise was established.
Company information
Procedure to incorporate
Restrictions on trading
- Undertake banking or insurance activities without a license.
- Undertake investment business other than the investment of the company’s own assets activities without a license.
- Solicit funds from the public nor offer their shares or membership to the public activities without a license.
Powers of company
A Canada Corporation has all the powers of a natural person.
Language of legislation and corporate documents
Registered office required
Shelf companies available
Yes.
Time to incorporate
Name restrictions
Many names require justification or high capitalisation to allow use. Words such as “International”, “European” or other words indicating an international presence will only be approved if the Company is incorporated worldwide and has the ability to prove that this is the case. The same applies for “Canada”. Use of the word “Group” will only be approved if the company can provide documentary evidence that the company owns a group of companies. Numbered Companies are also acceptable, e.g. 012345BC Ltd.
Language of name
Names requiring consent or license
Suffixes to denote Limited Liability
Compliance
Authorised and issued share capital
Classes of shares permitted
Financial statement required
Directors
Company secretary
Shareholders/Members
Incorporation packages for non-residents
A minimum of one shareholder/officer is required.
There are no restrictions on the authorized or issued capital.
Shares are normally issued at no par value.
Our Incorporation Packages are affordable and simple to use. The process is completed by email and/or phone consultation and all documents are couriered via international courier. The inclusions and costs are as follows:
Complete Incorporation Package (named corporation)
- Registered Office.
- NUANS Name Search (if required).
- Completed Organizational Minutes, Share Certificates, Shareholders’, Directors’ & Officers’ Registers.
- Corporate Minute Book including:
- Corporate Seal.
- Standard Corporate by-laws.
- Registers & Ledgers.
- Completion and Filing of Notification pursuant to the Investment Canada Act.
- Registered Office Address for service of documents and mail forwarding purposes.
Corporate taxation
There are two corporate income tax rates in Nova Scotia:
- The lower corporate income tax rate is 3.0 per cent (as of the 2014 tax year). This rate applies to taxable income earned in the province of Canadian-controlled private corporation up to the Nova Scotia business limit of $500,000. This rate is also known as the Small Business Rate and applies to all Canadian-controlled private corporation with limited taxable capital.
- The higher rate of income tax is 16 percent. This rate applies to taxable income earned in Nova Scotia that does not qualify for the lower rate.
Tax credits
Companies may be eligible for various provincial tax credits that can reduce their income tax payable:
- Innovation Equity Tax Credit (IETC)
- Venture Capital Tax Credit (VCTC)
- Capital Investment Tax Credit (CITC)
- Film Tax Credit
- Digital Media Tax Credit
- Digital Animation Tax Credit
- Research and Development Tax Credit
- New Small Business Tax Deduction
- Donations and Gifts
- Foodbank Tax Credit for Farmers Guidelines
- Credits issued under Film, Digital Media, Digital Animation, and Capital Investment Tax Credits
Our company licensing services
— What we do and do not do
Our company is EXCLUSIVELY engaged in assisting worldwide clients, either individuals or corporate entities, to get duly and properly licensed with local Regulators and Financial Authorities to get respective official licenses to legally carry out their cryptocurrency or financial related business activities.
TBA & Associates Tax Business Advisors does not provide or carry out any sort of Cryptocurrency or Financial services!
Disclaimer: While TBA & Associates strives to make the information on this website as timely and accurate as possible, the information itself is for reference purposes only. You should not substitute the information provided in this article for competent legal advice. Feel free to contact TBA Customer Services for advice on your specific cases.