How to Incorporate in Nunavut: Key Steps and Requirements

With its rich cultural heritage, stunning landscapes, and growing economic prospects, Nunavut is an attractive location for new ventures. However, it’s important to recognize the significance of community engagement and cultural sensitivity in Nunavut. As such, the incorporation process here differs from other regions in Canada.

This article aims to provide a comprehensive guide on how to successfully incorporate in Nunavut. We will explore the essential steps involved in starting a new business in Nunavut, including selecting a suitable business name, preparing the necessary documentation, and understanding the legal framework that governs businesses in this region. By following these guidelines, you can ensure a smooth incorporation process and set a solid foundation for your business.

1. Understand Incorporation in Nunavut

Incorporating a business in Nunavut offers unique advantages and legal protections. The process involves specific steps and considerations that can impact your company’s future operations and growth potential.

a. What is Nunavut Incorporation?

Incorporation is the legal process of creating a separate entity for your business. This entity is distinct from its owners and operates under the Nunavut Business Corporations Act. When you incorporate, your company becomes a legal “person” that can enter contracts, own property, and sue or be sued. This structure provides a clear separation between your personal assets and the company’s liabilities.

b. Why Incorporate in Nunavut?

Incorporating in Nunavut can be advantageous for businesses operating in the territory or those seeking unique benefits. Nunavut offers a business-friendly environment with potential for growth in emerging industries. The territory’s strategic location provides access to Arctic resources and shipping routes. This can be particularly beneficial for companies in sectors like natural resources, tourism, or logistics.

Nunavut’s incorporation process is straightforward, and the territory offers competitive tax rates for businesses. This can make it an attractive option for entrepreneurs looking to establish their company in a unique jurisdiction.

c. Benefits of Incorporating in Nunavut

Incorporating your business in Nunavut comes with several key advantages:

  1. Limited Liability: Your personal assets are protected from business debts and liabilities.
  2. Tax Benefits: Corporations often enjoy lower tax rates compared to personal income tax.
  3. Continuous Existence: Your company can continue operating even if ownership changes.
  4. Credibility: Incorporated businesses often appear more professional to clients and partners.
  5. Access to Capital: It’s typically easier for corporations to raise funds through investments or loans.

These benefits can provide a solid foundation for your business growth and long-term success in Nunavut’s unique economic landscape.

d. Nunavut vs Federal Incorporation

When deciding where to incorporate, you have the option of Nunavut provincial incorporation or federal incorporation. Each has its own advantages:

Nunavut Incorporation:

  • Simpler process
  • Lower fees
  • Focused on operating within Nunavut

Federal Incorporation:

  • Ability to operate under the same name across Canada
  • May offer broader name protection
  • Potentially easier to expand nationally

Your choice depends on your business goals and where you plan to operate. If you’re primarily focused on Nunavut, local incorporation might be more suitable.

e. Sole Proprietorship vs Incorporation Nunavut

Choosing between sole proprietorship and incorporation in Nunavut depends on your business needs:

Sole Proprietorship:

  • Simple to set up
  • Lower startup costs
  • Direct control over business decisions
  • Personal liability for business debts

Incorporation:

  • Limited liability protection
  • Potential tax advantages
  • Easier to raise capital
  • Separate legal entity

Incorporation offers more protection and growth potential, but comes with additional paperwork and costs. Consider your long-term goals when making this decision.

f. Nunavut Incorporation Act

The Nunavut Business Corporations Act governs the incorporation process in the territory. This act outlines the requirements for:

  • Naming your corporation
  • Filing necessary documents
  • Maintaining corporate records
  • Holding annual meetings
  • Reporting changes to the registry

Understanding this act is crucial for compliance. It provides the legal framework for your corporation’s operations and ensures you meet all necessary obligations as a business owner in Nunavut.

2. Choose a Name for Your Nunavut Corporation

Selecting the right name for your corporation is a crucial step. You’ll need to ensure your chosen name is unique, complies with regulations, and represents your business effectively.

Nunavut Incorporation Name Search

Before settling on a name, you must check its availability. Nunavummi Nangminiqaqtunik Ikajuuti maintains a database of existing business names. You can conduct a preliminary search online or contact the registry directly. Consider these options for your corporation name:

  • A distinctive word name
  • A numbered company name (e.g., 1234 Nunavut Limited)

If you prefer a numbered company, the registry will assign the number when you file your Articles of Incorporation. For word names, aim for something unique and memorable that reflects your business. Avoid names that are too similar to existing corporations or that might cause confusion. Your name should also comply with Nunavut’s naming rules and regulations.

Name Reservation

Once you’ve chosen a name, you’ll want to reserve it. This step prevents others from using your selected name while you complete the incorporation process. To reserve a name:

  1. Submit a name reservation request to the Corporate Registries
  2. Pay the required fee
  3. Wait for approval (usually takes a few business days)

If approved, your name reservation lasts for 90 days. This gives you time to prepare and file your incorporation documents. If your chosen name is rejected, you’ll need to select a new one and repeat the process.

3. Prepare Your Incorporation Documents in Nunavut

Incorporating in Nunavut requires careful preparation of specific documents. These documents establish your company’s legal structure, ownership, and governance.

Nunavut Articles of Incorporation

The Articles of Incorporation are the foundation of your company’s legal existence. You’ll need to include:

  • Your proposed company name
  • The company’s objectives
  • Restrictions on business activities (if any)
  • Share structure details
  • Number of directors

Be precise when describing your company’s purposes. This helps avoid future amendments.

Nunavut Incorporation Share Structure

Your share structure outlines how ownership is divided. Consider:

  • Types of shares (common, preferred)
  • Number of shares for each class
  • Rights and restrictions for each share class

Be thoughtful about your share structure. It affects the voting rights, dividend payments, and distribution of assets upon dissolution. Consult with a financial advisor to create a structure that suits your business needs and future growth plans.

Registered Office and Directors

You must provide details about your company’s physical presence and leadership including registered office address in Nunavut as well as the names and addresses of directors. Your registered office must be a physical location in Nunavut, not a P.O. box.

Additionally, the directors should be:

  • At least 19 years old
  • Not bankrupt
  • Of sound mind

Consider creating a directors’ register to keep track of appointments and resignations. It’s worth noting that at least 25% of your directors must be Canadian residents, unless your company is a subsidiary of a foreign corporation. Many provinces and territories have removed their Canada director residency requirements including Ontario, Alberta, and British Columbia but Nunavut is not one of them.

4. File Your Incorporation Application

To incorporate your business in Nunavut, you’ll need to submit the required documents and information. You have two main options for filing: electronic or paper. Each method has its own procedures and considerations.

Electronic Filing Options

In Nunavut, the government does not currently offer a direct online system for business incorporation. However, several private service providers facilitate the incorporation process online on behalf of clients. These firms assist with tasks such as name searches, preparation and filing of incorporation documents, and obtaining necessary registrations. For instance, companies like Ecompanies Canada and Company Formations Canada offer comprehensive online incorporation services tailored to Nunavut’s requirements.

Paper Filing Procedures

You can file your incorporation application by mail. Download the required forms from the Nunavut Corporate Registries website. Fill them out carefully, ensuring all information is accurate and complete. Include the following documents in your application package:

  • Completed Application for Incorporation
  • Articles of Incorporation
  • Notice of Directors
  • Notice of Registered Office

Make sure to sign all forms where required. Enclose a cheque or money order for the filing fees, payable to the Government of Nunavut. Mail your complete package to:

Corporate Registries
Department of Justice
Government of Nunavut
P.O. Box 1000, Station 570
Iqaluit, NU X0A 0H0

Processing times for paper filings may take several weeks. You’ll receive confirmation by mail once your incorporation is approved.

5. Cost to Incorporate in Nunavut

Incorporating your business in Nunavut involves various fees and expenses. You’ll need to budget for both government fees and additional costs to complete the incorporation process successfully.

Government Fees

The primary incorporation fee in Nunavut is $300. This fee covers the basic process of registering your corporation with the territorial government.

Additional Expenses

Beyond government fees, you should anticipate other costs associated with incorporation. Legal and professional services can be a significant expense. You may want to consult with a lawyer or accountant to ensure your incorporation documents are properly prepared.

Name searches may incur additional fees if you’re choosing a distinctive name for your company. If you opt for a numbered company, this cost can be avoided. Consider budgeting for:

  • Legal consultation fees
  • Accounting services
  • Corporate seal (if required)
  • Business licenses specific to your industry

These expenses can vary widely depending on the complexity of your business structure and your specific needs.

6. Navigating Post-Incorporation Requirements

After incorporating your business in Nunavut, you’ll need to fulfill ongoing obligations to maintain good standing. These include filing annual returns, paying corporate taxes, and ensuring ongoing compliance with regulations.

Annual Returns

You must file annual returns for your Nunavut corporation each year. The deadline is within 30 days of your anniversary date of incorporation. To file, you’ll need to complete Form 27 – Annual Return of a Territorial Corporation. Include updated information about your registered office address, directors, and shareholders. You can file online through the Corporate Registries website or submit a paper form by mail.

Don’t forget to pay the required filing fee. Failing to file on time can result in penalties or even dissolution of your corporation.

Corporate Taxes

In Nunavut, the corporate income tax rates are structured as follows:

  • Lower Rate: 3% on taxable income up to CAD 500,000, applicable to income qualifying for the federal small business deduction.
  • Higher Rate: 12% on taxable income exceeding CAD 500,000, or income that does not qualify for the small business deduction.

These rates are consistent with those outlined in Nunavut’s 2024–25 budget, which did not propose any changes to the corporate income tax rates or the CAD 500,000 small-business limit.

It’s important to note that these territorial tax rates are in addition to the federal corporate income tax rates. For Canadian-controlled private corporations, the federal tax rate is 9% on the first CAD 500,000 of active business income, with a general federal rate of 15% applying to income above this threshold. PwC Tax Summaries

Therefore, for a CCPC in Nunavut, the combined federal and territorial tax rates would be:

  • Income up to CAD 500,000: 12% (9% federal + 3% territorial)
  • Income over CAD 500,000: 27% (15% federal + 12% territorial)

Be aware that tax laws can change, and it’s advisable to consult with a tax professional or refer to the latest information from the Canada Revenue Agency and the Government of Nunavut for the most current tax rates and regulations.

Ongoing Compliance

Maintaining compliance involves more than just annual filings. You must:

  • Hold annual general meetings for shareholders
  • Keep up-to-date corporate records and minute books
  • Notify the registry of any changes to directors, registered office, or corporate structure
  • Maintain proper bookkeeping and financial statements

If you issue shares or make changes to your corporate structure, file the appropriate notices with the Nunavut Corporate Registry. Stay informed about any changes to business regulations that may affect your corporation.

Consider setting up reminders for important deadlines and regularly reviewing your compliance obligations. This proactive approach will help you avoid penalties and keep your Nunavut corporation in good standing.

7. Understanding Incorporation Number & Agreement

When incorporating in Nunavut, you’ll receive an incorporation number and need to create an incorporation agreement. These elements are crucial for your business’s legal identity and operations.

Nunavut Incorporation Number

Your Nunavut incorporation number is a unique identifier assigned to your company. It’s typically a combination of letters and numbers that distinguishes your business from others registered in the territory. It’s important to understand the difference between the incorporation number and the business number.

The incorporation number is essential for various administrative and legal purposes. You’ll need it when filing annual returns, updating company information, or dealing with government agencies. It also serves as proof that your business is officially recognized in Nunavut. It’s important to keep this number easily accessible for future reference.

How Do I Find My Nunavut Incorporation Number

Finding your Nunavut incorporation number is straightforward. If you’ve recently incorporated, you’ll find it on your Articles of Incorporation document. For existing companies, you can check your corporate records or any official correspondence from the Nunavut government. If you can’t locate it, don’t worry!

You can contact the Nunavut Legal Registries office. They maintain records of all incorporated businesses and can provide your number upon request.

Another option is to search the Nunavut corporate registry online. This public database allows you to look up your company’s information using your business name.

Nunavut Incorporation Agreement

A Nunavut incorporation agreement outlines the fundamental rules and structure of your corporation. It’s a crucial document that governs how your company operates. This agreement typically includes details about share distribution, voting rights, and the roles of directors and officers. It also covers procedures for meetings, decision-making processes, and dispute resolution.

Creating a comprehensive incorporation agreement helps prevent future conflicts and ensures smooth operations. While not always legally required, it’s highly recommended for multi-shareholder corporations. Tailor your agreement to your specific business needs and goals. Consider consulting with a legal professional to ensure it covers all necessary aspects.

Incorporation Agreement Sample Nunavut

While each incorporation agreement is unique, there are common elements you should include. Here’s a basic outline to help you get started:

  1. Company name and registered office address
  2. Names and addresses of initial shareholders
  3. Share structure and classes
  4. Voting rights and procedures
  5. Board of directors composition and responsibilities
  6. Officers’ roles and appointment process
  7. Procedures for annual general meetings
  8. Rules for amending the agreement

Here’s an incorporation agreement sample.

8. Certificate of Incorporation

The Certificate of Incorporation is a crucial document for your Nunavut corporation. It serves as official proof of your company’s legal existence and contains key details about your business entity.

What is Certificate of Incorporation

A Certificate of Incorporation is an official document issued by the Nunavut Legal Registries when you successfully incorporate your business. This certificate confirms that your company is legally registered and recognized as a separate entity. It includes important information such as:

  • Your corporation’s legal name
  • Date of incorporation
  • Corporation number
  • Registered office address

You’ll need this certificate for various business activities, like opening a bank account or entering into contracts. Keep it in a safe place, as it’s a vital piece of documentation for your company’s operations.

Sample of Certificate of Incorporation in Nunavut

While each Certificate of Incorporation is unique to the specific company, they generally follow a standard format in Nunavut. Your certificate will typically include:

  1. The territorial seal
  2. The phrase “Certificate of Incorporation” at the top
  3. Your corporation’s name in full
  4. The date of incorporation
  5. Your corporation number
  6. The signature of the Registrar of Corporations

Remember, this is a legal document, so treat it with care. Make copies for your records, but always keep the original in a secure location.

I’ve Lost my Certificate of Incorporation in Nunavut – How to Get a New One

If you’ve misplaced your Certificate of Incorporation, don’t panic. You can obtain a replacement from the Nunavut Legal Registries. Here’s what you need to do:

  1. Contact the Corporate Registries office
  2. Request a replacement certificate
  3. Pay the required fee

The process is straightforward, but it may take some time. Be prepared to provide information about your corporation, such as its name and registration number. While waiting for your replacement, you can usually use a certified copy of your Articles of Incorporation for most business purposes.

Frequently Asked Questions

To incorporate in Nunavut, you’ll need to complete Form 1 – Application for Incorporation. This form requires you to provide the name of your society, its objectives, and the primary community in Nunavut where operations will be carried out. You’ll also need to submit bylaws and a list of directors for your corporation.

You can search for existing companies through the Nunavut Legal Registries Division. Contact them directly for the most up-to-date information on how to conduct a search.

To register an extra-territorial corporation, you’ll need to reserve your buseinss name, fill and submit forms such as Statement of Registration (Form 18), Notice of Registered Office (Form 21), Charter Documents, and Certificate of Status. You’ll also need to pay the fees.

To register an Inuit firm, you’ll need to meet specific criteria set by Nunavut Tunngavik Inc. These include Inuit ownership and control requirements. Contact NTI directly for the most current registration process and requirements.

To change your corporation’s name in Nunavut, you’ll need to file the appropriate forms with the Legal Registries Division. This process usually involves submitting an amendment to your articles of incorporation.

The incorporation process in Nunavut typically takes a few weeks. However, processing times can vary depending on the completeness of your application and current workload at the registries office.

To incorporate yourself in Nunavut, you’ll need to follow the same process as any other corporation. This includes choosing a name, preparing and filing the necessary documents, and paying the required fees.

In Nunavut, the government does not currently offer a direct online system for business incorporation. However, several private service providers facilitate the incorporation process online on behalf of clients. These firms assist with tasks such as name searches, preparation and filing of incorporation documents, and obtaining necessary registrations

Incorporation Resources in Nunavut

Maurice

About the author

Maurice

Maurice (Moe) Muise learned the ins-and-outs of government while an employee of the Government of Canada in Ottawa for 10 years. His current focus is helping small businesses in Canada to identify and maximize funding to grow their business.

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