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is susceptible to being struck from theRegistry.Newfoundland and Labrador has an InnuBusiness Registry which maintains a listingof all Innu Businesses. An Innu Business isa business organization in which the Innu orFirst Nations have at least 51% ownershipor effective control. In addition, an InnuBusiness must commit to make best effortsto employ qualified Innu by providing either(i) a minimum of 20% of the full-timepositions; or (ii) a minimum of 25 full timepositions; and guarantee the Innu partner orpartnership the greater of 5% of the grossbusiness revenues or a net profit distributionin accordance with the partnershipownership percentages. All types ofbusiness organizations that meet theestablished criteria are eligible to beregistered at the Innu Business Registry.Registration is a requirement in order toavail of certain business opportunities andthere is no fee for registration.Nova Scotia Unlimited CompaniesAn unlimited company is a distinct form oflegal entity which may be formed under theNSCA. Like limited companies, unlimitedcompanies are registered under the NSCAby filing signed constating documents withthe Registrar of Joint Stock Companies.However, unlike a limited company, theshareholders of an unlimited company will,by definition, have unlimited joint andseveral liability for the obligations of thecompany upon its dissolution. Unlike thepartners of a partnership (which isdiscussed below), the shareholders of anunlimited company have no direct liability tocreditors of the company; theirresponsibilities only arise when the entity isliquidated with insufficient assets to satisfyits obligations.Unlimited companies are useful from aUnited States (“U.S.”) tax planningperspective. Under U.S. tax regulations, dueto the unlimited liability nature of unlimitedcompanies, they are eligible to electpartnership treatment (or elect to bedisregarded) and as a result for U.S. taxpurposes any income or losses of theunlimited company may thereby be taxed inthe hands of the shareholders. It isimportant to note that Canadian withholdingtax obligations on interest, dividends andother similar payment to the U.S.shareholders of an unlimited company maybe more onerous than for limitedcompanies. These complications shouldthus be carefully considered before using anunlimited company.Prior to 2005, Nova Scotia was the onlyCanadian jurisdiction that permitted theformation of unlimited liability companies(“ULCs”). However, since then amendmentsto Alberta’s Business Corporations Act in2005 and British Columbia’s BusinessCorporations Act in 2007 have permitted theformation of ULCs in Alberta and BritishColumbia as well.The legislative regimes governing ULCs inNova Scotia, Alberta and British Columbiahave some substantive differences. TheNSCA is derived from English partnershiplaw. Nova Scotia ULCs (“NSULCs”) arecreated under the NSCA and are governedby 150 years of case law in England andelsewhere. Alberta and British Columbia’sBusiness Corporations Acts are similar toother modern Canadian corporate statutes.Because the unlimited liability concept isForms of Business Organizations 16