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______________________________________________________________________________Stewart McKelveyDoing Business in Atlantic Canadathese provinces can then be followed by extra-provincial registration in other provinces in which thecompany intends to conduct business.Other factors to consider when determining where to incorporate include the following:• The PEICA requires disclosure of all shareholders having more than five percent of the issuedand outstanding shares of the company, both at the time of incorporation and subsequently on anannual basis. However, the identity of shareholders need not be disclosed under the NSCA,NBBCA, NLCA and CBCA, either at the time of incorporation or subsequently.• Variances exist between the various jurisdictions with respect to corporate matters such asminority shareholder rights and dissenting rights. For example, shareholders having a grievanceagainst other shareholders or directors of a federally incorporated company have their right torecourse set out in the CBCA, while shareholders under the PEICA must generally rely on thecommon law for protection of their rights.• Directors of CBCA companies are personally liable for unpaid wages of employees of thecompany, to a specified maximum. There is no corresponding liability in any of the provincialcompanies legislation.• The provincial criteria for name clearance is generally less stringent than under the CBCA, andconsequently an applicant is more likely to obtain a preferred corporate name under provinciallegislation. On the other hand, there is slightly more name protection under a federalincorporation than under a provincial incorporation.• The “unlimited liability” form of company has been in high demand in recent years because ofcertain United States tax advantages that are only available to companies with unlimited liability.If it is necessary that the company have unlimited liability, Nova Scotia is currently one of onlythree jurisdictions in Canada that permit incorporation of such companies, the others beingAlberta and British Columbia. Unlimited liability companies are discussed in more detail below.• All of the Atlantic Provinces have enacted provincial legislation to deal with several importantelectronic commerce issues, including the ability to manage corporate governance issues quicklyand efficiently using electronic methods such as email. In New Brunswick, the ElectronicTransactions Act governs electronic commerce. In Nova Scotia, Prince Edward Island andNewfoundland and Labrador the relevant legislation is known as the Electronic Commerce Act.Please see Chapter 10 – Technology Law for further information.Provincial IncorporationThe process for incorporating a provincial company varies somewhat from province to province. In NewBrunswick and Newfoundland and Labrador, companies are incorporated through the delivery of articlesof incorporation to the appropriate director and the issuance of a certificate of incorporation. In NovaScotia, incorporation takes place through the delivery to the Registrar of a memorandum of association,together with articles of association in most cases. A certificate of registration is then issued. In PrinceEdward Island, charters of incorporation are granted through the issuance of letters patent.While the mechanisms for creating companies vary from province to province, they tend to follow thesame general pattern. The process for incorporating a company under the NLCA is described below forillustrative purposes.A company is registered under the NLCA by filing articles of incorporation with the registrar in theprescribed form. The constating documents of a Newfoundland and Labrador company consist of theArticles of Incorporation and, in most cases, By-Laws. The Articles of Incorporation contain the name ofthe company, the restrictions, if any, on the objects and powers of the company, the address of theregistered office in the province, the classes and maximum number of shares which the corporation isauthorized to issue, a statement as to the nature of restrictions on shares and the number of directors.Page 11