Nova Scotia Articles of Incorporation. When a company seeks to incorporate provincially in Nova Scotia, it must file its Articles of Incorporation “Memorandum of Association” with the Nova Scotia Registry of Joint Stock Companies.
The Articles of Incorporation called “Memorandum of Association” in Nova Scotia outline the company’s name, registered address, number of directors, name, and address of the company’s directors, object/purpose of the corporation, number of shares, voting rights, restrictions on transfer of shares, etc. The Articles of Incorporation act as proof of the company’s business registration.
What Information Is Typically Contained in the Articles of Incorporation “Memorandum of Association”?
The full legal name of the corporation (from the name search report).
The full address of the registered office of the corporation (cannot be a PO box).
The number of directors (can be fixed or a minimum and a maximum).
The full names and addresses of each of the founding directors. (For a federal or Ontario provincial incorporation at least 25% of the directors must be resident Canadians, or if less than four directors at least one must be a resident Canadian.)
Restrictions on the business activities of the corporation or powers that the corporation may exercise. For example, “The business of the corporation shall be limited to the sales and service of motor vehicles”.
The classes of shares and the maximum number of each class of share that can be issued. Shares are typically given descriptions such as Common, Class A, Class B, Preferred, or other such designations.
The rights, privileges, and restrictions of each class of shares. For example, a class of shares may be described as “Non-Voting”, meaning that owners of the shares cannot participate in activities such as the election of directors. Shares may also have a designated fraction of voting rights, for example, 1/10th of a vote per share. Preferred shareholders normally enjoy a preferential right to dividends and return on capital in the case of dissolution of the corporation (greater than holders of common shares but less than bondholders).
Restrictions (if any) on the issue, transfer, or ownership of shares.
Provisions or restrictions on the borrowing powers of the directors. For example, “The Board of Directors is authorized to borrow money or mortgage property as security for any debt or liability of the Company”.
Additional articles as required, such as proxy voting requirements, majority voting rules, etc.
Full names and signatures of the incorporators.
Nova Scotia Memorandum of Association for Shared companies
In the case of a company limited by shares,
(a) the memorandum must state
(i) the name in all its language forms of the company, with “Incorporated”, “Incorporée”, “Limited”, “Limitée”, “Inc.”, “Ltd.” or “Ltée” as the last word in each form of its name,
(ii) the restrictions, if any, on the objects and powers of the company,
(iii) that the liability of the members is limited,
(iv) in the case of a company having par value shares, the amount of share capital of each class of such shares with which the company proposes to be registered and the division thereof into shares of a fixed amount,
(v) in the case of a company having shares without nominal or par value, the maximum number of shares of each class of such shares that the company is authorized to issue or, where there is no limit on the number of shares of any such class, a statement to that effect, and
(vi) in the case of a company having both par value shares and shares without nominal or par value, the particulars thereof in accordance with subclauses (iv) and (v);
(b) no subscriber of the memorandum may take less than one share; and
(c) each subscriber must indicate opposite to his name the number of shares he takes, together with his address.
Nova Scotia Memorandum of Association for Guaranteed companies
In the case of a company limited by guarantee,
(a) the memorandum must state
(i) the name in all its language forms of the company, with “Incorporated”, “Incorporée”, “Limited”, “Limitée”, “Inc.”, “Ltd.” or “Ltée” as the last word in each form of its name,
(ii) the restrictions, if any, on the objects and powers of the company,
(iii) that the liability of the members is limited, and
(iv) that each member undertakes to contribute to the assets of the company in the event of its being wound up while he is a member, or within one year afterward, for payment of the debts and liabilities of the company contracted before he ceases to be a member, and of the costs, charges and expenses of winding up, and for adjustment of the rights of the contributories among themselves such amount as may be required, not exceeding a specified amount; and
(b) if the company has a share capital,
(i) the memorandum must also state
(A) in the case of a company having par value shares, the amount of share capital of each class of such shares with which the company proposes to be registered and the division thereof into shares of a fixed amount,
(B) in the case of a company having shares without nominal or par value, the maximum number of shares of each class of such shares that the company is authorized to issue or, where there is no limit on the number of shares of any such class, a statement to that effect, and
(C) in the case of a company having both par value shares and shares without nominal or par value, the particulars thereof in accordance with paragraphs (A) and (B),
(ii) no subscriber of the memorandum may take less than one share, and
(iii) each subscriber must indicate opposite to his name the number of shares he takes, together with his address.
Nova Scotia Memorandum of Association for Unlimited companies
In the case of an unlimited company,
(a) the memorandum must state
(i) the name in all its language forms of the company, and
(ii) the restrictions, if any, on the objects and powers of the company; and
(b) if the company has a share capital,
(i) no subscriber of the memorandum may take less than one share, and
(ii) each subscriber must indicate opposite to his name the number of shares he takes, together with his address.
Content of memorandum
A Subject to Sections 10, 11 and 12, the memorandum may set out any provisions permitted by this Act or by law to be set out in the articles of the company.
Signatures
The memorandum must be signed by each subscriber in the presence of at least one witness, who must attest the signature.
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- Receipt and review of your incorporation information.
- If you choose to incorporate a named company, we conduct a Provincial or NUANS prescreen search of your proposed corporate name and advice you if there are any difficulties with your name.
- Preparation and filing of Article of Incorporation.
- Personalized ByLaws
- Personalized Company Minute Book
- Organizational Resolutions
- Register of Directors
- The resignation of Director Form
- Appointment of Corporate Officers
- The resignation of Officer Form
- Subscription of Shares
- Share Certificate
- Register of Shareholders
- Consent and waiver for allotment of shares
- Directors’ resolutions approving the allotment of shares
- Consent and waiver for transfer of shares.
- Shares Transfer Form
- Directors’ Resolutions Approving Transfer of Shares
- Bylaws
- Notice of Organizational Meeting of Incorporators and Directors
- Waiver of Notice of Meeting of Incorporators and Directors
- Minutes of Organizational Meeting of Board of Directors
- Waiver of Notice First Meeting of Shareholders
- Minutes First Meeting of Shareholders
- Notice to Directors of Regular Board Meeting
- Minutes Shareholders Annual Meeting
- Minutes Regular Board Meeting
- Provincial-specific startup checklist
