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Electronic Commerce Act. Pleasesee Chapter 5 – Trade and BusinessConduct Regulation for furtherinformation.Provincial IncorporationThe process for incorporating a provincialcompany varies somewhat from province toprovince. In New Brunswick andNewfoundland and Labrador, companiesare incorporated through the delivery ofarticles of incorporation to the appropriatedirector and the issuance of a certificate ofincorporation. In Nova Scotia, incorporationtakes place through the delivery to theRegistrar of a memorandum of association,together with articles of association in mostcases. A certificate of registration is thenissued. In Prince Edward Island, charters ofincorporation are granted through theissuance of letters patent.While the mechanisms for creatingcompanies vary from province to province,they tend to follow the same generalpattern. The process for incorporating acompany under the NLCA is describedbelow for illustrative purposes.A company is registered under the NLCA byfiling articles of incorporation with theregistrar in the prescribed form. Theconstating documents of a Newfoundlandand Labrador company consist of theArticles of Incorporation and, in most cases,By-Laws. The Articles of Incorporationcontain the name of the company, therestrictions, if any, on the objects andpowers of the company, the address of theregistered office in the province, the classesand maximum number of shares which thecorporation is authorized to issue, astatement as to the nature of restrictions onshares and the number of directors.Companies are managed on a day-to-daybasis by the directors and officers of thecompany. The shareholder’s role isgenerally limited to matters prescribed bythe NLCA, including electing directors andfundamental corporate changes. Certainmatters, such as changes to the sharecapital or a change in the name of thecompany, are required to be dealt with byspecial resolution, which must be approvedby at least a two-thirds vote of theshareholders or a unanimous writtenresolution.Every Newfoundland and Labradorcompany must register with the Registrar ofCompanies pursuant to the NLCA. A namereservation is required prior to theregistration of a company name. A companyname is required to have both a descriptiveand distinctive element. For example, ABCInc. will not satisfy the Registrar ofCompanies, whereas ABC Software Inc. willlikely be acceptable as it provides anindication of the nature of the company’sbusiness. Companies are also required tohave a “registered office” in Newfoundlandand Labrador where certain corporate (butnot financial) records are required to bemaintained.Each year, the company must file an annualrenewal of its registration together with anupdated list of the directors of the companyand their civic addresses. If a company isnot in good standing under the NLCA it maynot bring or maintain an action in any courtin Newfoundland and Labrador. In addition,it is subject to a fine for non-compliance andForms of Business Organizations 15