Chapter 9 – Corporate Registries
When starting a business in the Northwest Territories you will likely have to deal with Corporate Registries in some form. We will discuss the process of registering your business name to incorporating your business.
Corporate Registries is responsible for:
- The incorporation of businesses, societies and co-operative associations.
- Registering companies incorporated in other jurisdictions but carrying on business in the Northwest Territories.
- The registration of partnerships, sole proprietorships and certain business names.
Once incorporated or registered, changes to a corporation’s name, objectives, share structure or bylaws must be approved by the Registrar. The corporations must also file various other documents such as annual returns, notices of directors or officers, notices of the registered office address and financial statements. The applicable legislation also provides for the means by which a corporation may voluntarily dissolve itself as well as the means by which it may be dissolved or struck from the register for failure to meet all filing obligations.
All documents maintained in the corporate registries are available for inspection by the public.
It should be noted that the Corporate Registries office does not, in general, act as an enforcement agency, provide legal counselling services, supervise the conduct of corporations or nonprofit organizations, nor act as a mediator in the case of internal disputes.
Business name registration
Some confusion is created by the fact that the requirement to register a business name is part of section 48 of the Partnership Act. Despite the fact that this is within the Partnership Act, it requires every person who is engaged in business in the Northwest Territories to register their business name.
The purpose of this section is to help you submit the Declaration of Use of a Business Name form required for you to register a business name. The instructions give you some practical suggestions on how to fill out the form. By ensuring that you provide all the required information with your initial registration, you can help the Corporate Registry process your registration quickly.
The business name declaration is to be completed by any person or company conducting business in the Northwest Territories who is currently using a business name other than their own name or is using their own name, but with an element added, which indicates that more than one person is operating the business. For example, a person operating a sole proprietorship under their own name ‘Jean Doe’ need not register, but a person using the name ‘Jean Doe and Company’ must register.
You can download the form and detailed instructions on how to fill it at the following address: www.justice.gov.nt.ca/business-names/page/3
For more information, please contact:
Department of Justice
Government of the
P.O. Box 1320
Yellowknife, NT X1A 2L9
Department of Justice
Government of the
Stuart M. Hodgson Building
5009 – 49th Street
Yellowknife, NT X1A 2L9
Tel: (867) 767-9304
Fax: (867) 873-0243
Toll Free: 1-877-743-3302
Do I have to register my Business Name?
Yes, this is necessary if you:
- Carry on business under a name other than your own (Example: ABC Plumbing).
- Use your surname in the name of the business, but the name indicates more than one person is involved (Example: Smith and Associates Plumbing).
Once my business name is registered, am I registered across Canada?
No, your business name is registered only in the Northwest Territories. If you are interested in doing business in other jurisdictions, contact Corporate Registries for the addresses and phone numbers of the Companies Offices in those jurisdictions.
Once my business name or partnership is registered, how often must I renew the registration?
Your business name or partnership remains registered until cancelled or dissolved by you.
Amendments should be filed using the appropriate form and be accompanied by the required fee.
The following Registration forms can be found online at www.justice.gov.nt.ca.
- Business Name Declaration Form
- Cease to Use Business Name Declaration
- Partnership Declaration
Limited partnership registration
A limited partnership is a special type of partnership in which there may be one or more general and limited partners. Limited partners cannot act on behalf of the partnership and usually cannot be held responsible for the liabilities of the partnership beyond the amount that they have committed to invest.
Limited partnerships are normally established by a formal agreement between all of the partners.
There are no prescribed forms to register a limited partnership or an extra-territorial limited partnership in the Northwest Territories. When registering a limited partnership, the registration certificate must comply with section 58 of the Partnership Act. Please refer to the Northwest Territories Department of Justice for a limited partnership checklist and details about registration.
The following is required for an extra-territorial limited partnership:
- A certificate that complies with section 4 of the Partnership Act Regulations.
- A certified copy of the registration certificate from your home jurisdiction.
- A certificate of compliance from you home jurisdiction (if a certificate of compliance is not available, then provide a letter from a lawyer confirming that your limited partnership registration is still valid).
Limited liability partnership
A Limited Liability Partnership (LLP) allows all partners to have a form of limited liability, similar to that of the partners in a limited partnership or the shareholders of a corporation. However, unlike a limited partnership the partners of an LLP have the right to manage the business directly.
Unlike many other jurisdictions, in the Northwest Territories, the LLP is open to any business partnership and not just to individuals that are members of a regulated profession.
Individuals wishing to form an LLP, who are members of an eligible profession, as defined in the regulations to the Partnership Act, will have to provide proof with their application that they have the approval of their profession’s governing body to become an LLP.
There are no prescribed forms to register a Limited Liability Partnership or an Extra-Territorial Limited Liability Partnership in the Northwest Territories. Instead, an application to register a Limited Liability Partnership must provide the information specified in section 102.9 of the Partnership Act. Similarly, an application to register an Extra-Territorial Limited Liability Partnership must provide the information specified in section 102.25 of the Partnership Act.
The Limited Liability Partnership registration form can be found online at www.justice.gov.nt.ca.
Incorporate your business
This section will help you submit the forms and information required to incorporate a business under the Business Corporations Act (BCA). By ensuring that you provide all the required information with your initial application, you can help the Corporate Registry process your incorporation documents promptly.
You should note, the following information does not tell you everything you may need to know about incorporation. You may wish to consult with legal counsel or other professional advisors to consider other features that might be desirable in your corporate structure or advise you on choosing a name for your corporation.
What Information Must Be Filed?
Before you can receive a Certificate of Incorporation, you must send all of the following supporting materials to Corporate Registries, Department of Justice, Government of the Northwest Territories:
- A name search request, except where you are requesting a numbered name
- Form 1, Articles of Incorporation
- Form 2, Notice of Registered Office, in duplicate
- Form 4, Notice of Directors, in duplicate
- Incorporation fee payable to the Government of the Northwest Territories and the name search request fee, if applicable
Forms to incorporate your business can be found online at www.justice.gov.nt.ca. If you choose your own registration form, substitutes must follow the same format, provide all of the required information in legible printing and be set out on bond paper measuring 8.5 x 11 inches. Forms must be originally signed and may not be submitted by fax or email.
Detailed up-to-date instructions for incorporating your business can be found at the corporate registries web site online at www.justice.gov.nt.ca.