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esidency requirements by incorporating inNew Brunswick, Prince Edward Island orNova Scotia, which have no residencyrequirements. Incorporation in theseprovinces can then be followed by extraprovincialregistration in other provinces inwhich the company intends to conductbusiness.Other factors to consider when determiningwhere to incorporate include:The PEICA requires disclosure of allshareholders having more than 5%of the issued and outstanding sharesof the company, both at the time ofincorporation and subsequently onan annual basis. However, theidentity of shareholders need not bedisclosed under the NSCA, NBBCA,NLCA and CBCA, either at the timeof incorporation or subsequently.Variations exist between thedifferent jurisdictions with respect tocorporate matters such as minorityshareholder rights and dissentingrights. For example, shareholdershaving a grievance against othershareholders or directors of afederally incorporated companyhave their right to recourse set out inthe CBCA, while shareholders underthe PEICA must generally rely onthe common law for protection oftheir rights.Directors of CBCA companies arepersonally liable for unpaid wages ofemployees of the company, to aspecified maximum. There is nocorresponding liability in any of theprovincial companies legislation inAtlantic Canada. However,Newfoundland and Labrador’sLabour Standards Act contemplatessuch liability in certaincircumstances, as do pendingamendments to the NewBrunswick’s Employment StandardsAct.The provincial criteria for nameclearance are generally lessstringent than under the CBCA, andconsequently an applicant is morelikely to obtain a preferred corporatename under provincial legislation.On the other hand, there is slightlymore name protection under afederal incorporation than under aprovincial incorporation.The “unlimited liability” form ofcompany continues to be in demandin recent years because of certainUnited States tax advantages thatare only available to companies withunlimited liability. If it is necessarythat the company have unlimitedliability, Nova Scotia is currently oneof only three jurisdictions in Canadathat permit incorporation of suchcompanies, the others being Albertaand British Columbia. Unlimitedliability companies are discussed inmore detail below.All of the Atlantic Provinces haveenacted provincial legislation to dealwith several important electroniccommerce issues, including theability to manage corporategovernance issues quickly andefficiently using electronic methodssuch as email. In New Brunswick,the Electronic Transactions Actgoverns electronic commerce. InNova Scotia, Prince Edward Islandand Newfoundland and Labrador therelevant legislation is known as theForms of Business Organizations 14