Corporate and business-name searches before you buy a business in Newfoundland and Labrador

This page covers Newfoundland and Labrador. The Registry of Companies, part of Digital Government and Service NL, keeps the register under the Corporations Act, RSNL 1990, c. C-36, and the registrar named in that Act strikes off, dissolves and revives corporations. The province’s search tool also covers deeds and mechanics liens, which makes it more than a name lookup. A buyer can learn a good deal from a search, provided the search includes inactive entities. The sections below set out what the Registry says, what the Act provides, and what a dissolution leaves behind.

Searching Companies and Deeds Online

The Registry of Companies states that all corporations operating in the province must be registered with it. Its online database, Companies and Deeds Online (CADO), lets users search for companies, condominiums, co-operatives, deeds, mechanics liens and lobbyists information. The Registry’s name approval policy also says its name search includes all active and inactive names; confirm with the Registry that a corporation that has been struck off or dissolved will appear in the search you run. Check the spelling of the seller’s corporate name against the articles, and search any trade names it trades under. Because the same database holds deeds and mechanics liens, you can look up the property the business operates from in the same session, and print or save each result with the date it was run.

Annual returns and strike-off

The Registry says a corporation must file an annual return to maintain its corporate status. Under section 408 of the Corporations Act, a corporation must forward an annual return to the registrar each year, and section 408(3) provides that the registrar may strike off the register a corporation, other than a federal company, that neglects or refuses to file a return within the period limited for it. Ask the seller for proof of every annual return, since the strike-off power in section 408(3) turns on a return that was not filed within the period limited for it, and note that the power does not extend to federal companies. The Registry also ties the deadline to the month of the corporation’s registration, amalgamation or revival, whichever is later, so the filing date differs from one corporation to the next. Ask for the dates rather than assuming a calendar deadline.

Dissolution by the registrar

Section 341(1) lets the registrar dissolve a corporation in listed circumstances, including that it has not carried on business for 3 consecutive years, or that it is in default for 1 year. Under section 341(2), the registrar shall not dissolve a corporation until it has been given 120 days’ notice of the decision and notice has been published in the Gazette. Under section 341(4), the corporation stops existing on the date shown in the certificate of dissolution. Ask to see any notice the seller’s corporation received, and the date on which the Gazette notice was published. A corporation that is only in the notice stage still exists, so the date tells you whether you are buying from a live corporation or a dissolved one.

After dissolution: property, claims and revival

Under section 357(1), property of a body corporate that has not been disposed of at its dissolution vests in the Crown, although section 355(2)(c) keeps property that would have been available to satisfy a judgment or order available for that purpose. On revival under section 331, property other than money that has not been disposed of is returned, under section 357(3). Section 355(2) permits a civil, criminal or administrative action against a dissolved corporation within 2 years after its dissolution as if it had not been dissolved. That means claims against a dissolved company can still arrive during that window, so it matters when the dissolution took place. Section 331 allows an interested person to apply to the registrar for revival, with the registrar issuing a certificate of revival; under section 331(4), the revived body corporate is subject to reasonable terms the registrar may impose and to rights acquired by a person after its dissolution.

A revived corporation may have to change its name

Section 407 deals with a name that was granted to someone else while the corporation was dissolved. Where a corporation has been revived and, between its dissolution and revival, another corporation was granted a name likely to be confused with it, the registrar may require as a condition of revival that the revived corporation not carry on business or, where it seeks to carry on business, that it change its name immediately after it is revived. If the seller’s brand depends on its corporate name, check whether the corporation was ever revived. See selling a business in Newfoundland and Labrador and the business name registration answer for context.

What to ask the seller for

• A CADO search result for the corporation that includes inactive names, with the date it was run.
• Proof that each annual return was filed, to see whether the registrar could have struck the corporation off.
• Any notice of intent to dissolve, certificate of dissolution or certificate of revival.
• If the corporation was revived, the registrar’s terms, including any name condition under section 407.
• A CADO search of deeds and mechanics liens for the property the business uses.