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Extra-Provincial IncorporationsCorporations which are validly incorporatedand existing in one Canadian jurisdiction(including a federal incorporation) mayregister to carry on business in otherCanadian jurisdictions. The process forregistering as an extra-provincialcorporation varies from province toprovince, but is fairly similar. For illustrativepurposes, the process for registering as anextra-provincial corporation in Nova Scotiais described here. It is a relatively simpleprocedure, under which certain basicinformation, such as the name of thecorporation and the names and addressesof the officers and directors, must be filedwith the Registry of Joint Stock Companies.Furthermore, it is necessary for the extraprovincialcorporation to have a recognizedagent in the Province of Nova Scotia for thepurpose of service of documentation withinNova Scotia.OTHER BUSINESS STRUCTURESSole ProprietorshipA sole proprietorship is the simplest form ofbusiness enterprise. It consists of anindividual who owns and operates abusiness. Unlike an incorporated company,in the case of a sole proprietorship theowner/operator personally owns all of theassets, and all obligations of the businessare personal obligations of the soleproprietor. As such, all of the assets of thesole proprietor may be used to settle anyoutstanding debts of the business.A sole proprietor, as a self-employedperson, is not eligible for and does not payemployment insurance. Sole proprietorsmust report and pay tax on all proprietorshipincome in the calendar year in which theincome is earned, and the proprietorshipincome (or loss) will be added to othersources of income of the proprietor.One benefit of operating through aproprietorship is the low cost oforganization. If start-up losses areexpected, then proprietorship may offer theadditional advantage of allowing theproprietor to claim those losses as adeduction for income tax purposes againstother sources of income. To succeed inmaking such a deduction, the proprietormay be required to demonstrate that he orshe has a reasonable expectation ofearning a cumulative profit from thebusiness enterprise.Some, but not all, of the Atlantic provincesrequire sole proprietorships carrying onbusiness under a name other than that ofthe proprietor to register that businessname.PartnershipA partnership is the relationship that existsbetween two or more persons carrying on abusiness in common with a view to a profit.A partnership can be a simple form ofbusiness structure, although the parties tothe partnership can make it as simple or ascomplex as they desire. A partnership existswhen two or more persons agree to carry onbusiness together and share in the profitsand losses of that business. As is the casewith a sole proprietorship, a partnership isnot a separate legal person distinct from thepartners. The partners are personallyresponsible for all partnership obligationsand jointly own all partnership property.Forms of Business Organizations 18

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