Registering a business name or extra-provincial corporation in Nova Scotia

Nova Scotia handles business registration through one office, the Registry of Joint Stock Companies, and one online portal, RJSC Connect. That matters in a sale, because the registrations a buyer needs depend on the buyer’s own position. A buyer may be taking over a registered sole proprietorship, starting a new one, or bringing a corporation from another jurisdiction into Nova Scotia. The province’s own pages say that, by law, all businesses operating in Nova Scotia must register, and then list the exceptions. This guide follows those pages. It covers Nova Scotia only and does not describe how other provinces run their registries.

Who has to register, and who does not

The province states that all businesses and non-profits operating in Nova Scotia must register with the Registry of Joint Stock Companies, with three exceptions. Corporations, sole proprietorships, partnerships and business names formed in New Brunswick are excepted. So are sole proprietors or partners who use only their personal names; John Smith need not register, but John Smith and Associates must. Sole proprietorships and partnerships whose sole purpose is farming or fishing are also excepted. A seller who has traded for years under a plain personal name may therefore hold no registration at all, and a buyer should not read that as an oversight.

Reserving a name comes first

Under the province’s guidance, a business or non-profit must reserve a name before it can register, incorporate or change an existing name, and the registry checks the proposed name against others for conflicts. Reservations are made in RJSC Connect, which also lets you check the status of the request. For a buyer who plans to keep the seller’s trade name, the practical question to settle early is whether that name is available to you or still sits on the seller’s registration. Ask the seller to confirm in writing what is registered, and run your own search of the registry by name or Registry ID.

Registering a sole proprietorship

The province’s sole proprietorship page describes the steps. Reserve a name, complete the Sole Proprietor Registration Form online, include any supporting documents and payment, and submit. If the requirements are met, the registry issues a Certificate of Registration and Business Number. The form asks for an approved name and the sole proprietor’s signature. If you are buying the assets of a sole proprietorship, ask the registry whether you need to make this filing yourself, in your own name. Do not assume the seller’s registration carries over; ask the registry what it requires when ownership changes.

Extra-provincial, federal and foreign corporations

A corporation incorporated somewhere else that wants to operate in Nova Scotia registers as an extra-provincial, federal or foreign corporation. The province explains that extra-provincial corporations come from provincial or territorial law in Canada, federal corporations from federal law, and foreign corporations from the law of a jurisdiction outside Canada. Corporations incorporated and registered in New Brunswick do not have to register in Nova Scotia. Each registering corporation needs a recognized agent who lives in Nova Scotia, to whom notices and legal documents are served. Check who holds that role before closing.

Renewal is annual, and the filing is public

The registry’s renewal page says businesses and non-profits must renew every year they continue to operate, and that renewal fees vary with the legal structure. Renewal falls due in the anniversary month of the original incorporation or registration, a notice goes out a month earlier by mail or email, and the page states that it is the registrant’s responsibility to renew on time. Information filed with the registry is available to the public. Before you sign, search the registry for the target’s status and filing history, and ask the seller for proof of the latest renewal.

Searching and ordering documents

RJSC Connect lets you search the registry by entity name or Registry ID, and by status: all, active or inactive. The information on file includes official names, addresses, registration dates, the names and addresses of recognized agents, and the names and addresses of partners, directors and officers. Users can also place orders for certificates or copies of documents on file, and the portal says whether a fee applies. Managing filings requires a Nova Scotia Login account. For a buyer, the search shows what is on file for the entity, and that is worth comparing with what the seller says.

• Search RJSC Connect by name or Registry ID and note the entity’s status, listed agent, partners, directors and officers.
• Ask whether the seller’s name is registered or is simply the seller’s personal name, which needs no registration.
• If you are bringing a corporation in from another jurisdiction, confirm it will have a recognized agent living in Nova Scotia.
• Ask for the most recent renewal confirmation and the month the next one falls due.
• Have your lawyer read asset sale versus share sale before deciding which registrations you need.