Notice of Registered Office

The registered office is the location within Newfoundland and Labrador where the records of the corporation are maintained.

The registered office address is also the official address where the corporation may be served. This address must contain a full civic address. Note, utilization of Canada Post outlets, UPS stores, Mailboxes Etc. or comparable retail outlets would not be accepted by the Registry as a adequate registered office address.

The registered office address form can also specify an alternate mailing address to receive correspondence from the Registry.

If the corporation changes its registered office address it must notify the Registry within 15 days of the change, by filing a Notice of Change of Registered Office (Form 3). There is a $10 fee for filing this change. If the registered office has changed to another municipality, the Notice of Change of Registered Office must also be accompanied by Articles of Amendment. The fee for filing an amendment is $50.00.

Notice of Directors

A Director is an individual, at least 19 years of age, who is elected by the shareholders to manage the affairs of the corporation. An individual is disqualified from being a director if:

• he or she has been found of unsound mind by a court in Canada or elsewhere; or
• he or she has the status of bankrupt.

There is no limit on the maximum number of directors permitted. Without share capital corporations must have a minimum of three directors.

The Notice of Directors (Form 6) advises the Registry of who the current board of directors are. If the corporation changes its board of directors a Notice of Change in Directors (Form 6) is required to be filed with the Registry within 15 days of the the change. The filing fee for this form is $10. An exception would be for without share capital corporations who can notify the Registry of a change to the board at the time of filing its next corporate annual return.

Number of Directors

The number of directors must at all times be consistent with the number permitted by the articles. If there is a discrepancy, one of two things must occur. Either the articles can be changed using a Form 4 (32 KB) to make the numbers consistent or secondly, the number of directors stated in the notice must change.

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