Avoiding Common Errors with Avoiding Common Errors with Corporate Registries FilingsCorporate Registries Filings

► Common Errors To Avoid With All Documents; Common Errors To Avoid With All Documents; ► Specific Errors By Document Type; and Specific Errors By Document Type; and ► Search Corporate Registries Online System Search Corporate Registries Online System

(CROS)(CROS)

http://www.justice.gov.nt.ca/CorporateRegistry/CR_news.shtmlhttp://www.justice.gov.nt.ca/CorporateRegistry/CR_news.shtml

Review by Corporate Review by Corporate RegistriesRegistries

►Document acceptance/rejection by Document acceptance/rejection by corporate registries staff consists of a corporate registries staff consists of a blank by blank or item by item review blank by blank or item by item review of each documentof each document

► The question in each instance is: The question in each instance is: Does the Does the information given purport to be the information given purport to be the information requested?information requested?

► If there is no information entered or the If there is no information entered or the information is clearly not the information information is clearly not the information requested, the filing is refused.requested, the filing is refused.

Reasons for Refusal-BCAReasons for Refusal-BCA269. 269. (1) The Registrar may refuse to receive, file or (1) The Registrar may refuse to receive, file or

register a document submitted to him or her where register a document submitted to him or her where the Registrar is of the the Registrar is of the opinionopinion that the document that the document(a) contains material that is contrary to law;(a) contains material that is contrary to law;(b) by reason of any omission or error in description, has not (b) by reason of any omission or error in description, has not

been duly completed;been duly completed;(c) does not comply with the requirements of this Act;(c) does not comply with the requirements of this Act;(d) contains any error, alteration or erasure;(d) contains any error, alteration or erasure;(e) is not sufficiently legible;(e) is not sufficiently legible;(f) is not sufficiently permanent for the Registrar’s records; or(f) is not sufficiently permanent for the Registrar’s records; or(g) is not accompanied by the prescribed fee.(g) is not accompanied by the prescribed fee.

Filings can be refused if the Registrar is of the “opinion” that the filing is contrary to law, is incomplete or incorrect, does not comply with the Act, is illegible or not sufficiently

permanent, or is submitted without the fee.

Common ErrorsCommon Errors► Incomplete—if a blank on a prescribed form Incomplete—if a blank on a prescribed form

does not apply, “N/A” should be entereddoes not apply, “N/A” should be entered► Incomplete—required information is either Incomplete—required information is either

omitted or unascertainable from given omitted or unascertainable from given informationinformation► Information is Incorrect—e.g. Street Address Information is Incorrect—e.g. Street Address vs. PO Boxvs. PO Box

► Missing documents/attachments—certain Missing documents/attachments—certain forms must be submitted in groupsforms must be submitted in groups

► Missing prior filings—we require all missing Missing prior filings—we require all missing years of annual filingsyears of annual filings

► Contradictory information in submitted Contradictory information in submitted formsforms► Form signed before end of relevant period—Form signed before end of relevant period—e.g. Annual Returns signed before the e.g. Annual Returns signed before the anniversary dateanniversary date► Document signed by solicitor where not Document signed by solicitor where not permittedpermitted

Example: Annual ReturnExample: Annual ReturnName Must be the

Complete Legal Name

The Previous Year’s Return Must Have

Been Filed

The Date Signed Cannot be before

the Anniversary date

Opportunity for Contradiction Example: If the

answer to 3 and 4 is yes, no additional notices should be

attached

Example: Change of AddressExample: Change of AddressName Must be the

Complete Legal Name

Must be Postal and Street Address—NOT

a PO Box

Must be a PO Box—If there is no separate PO Box, insert “N/A”

Must be Postal and Street Address—If

there is no separate records office, insert “N/A”

Original Signature in Ink is Required

Partnership Act-Filings GenerallyPartnership Act-Filings GenerallySection 104 of the Partnership Act Section 104 of the Partnership Act

provides: provides: (1)(1)A person may file a document by sending or A person may file a document by sending or

delivering it to the Registrar together with the delivering it to the Registrar together with the prescribed fee.prescribed fee.

(2)(2)The Registrar shall register a filed document if The Registrar shall register a filed document if he or she is of the he or she is of the opinionopinion that the that the requirements of this Act have been met.requirements of this Act have been met.

(3) The Registrar may refuse to register a filed (3) The Registrar may refuse to register a filed document if document if (a) the document does not comply with the requirements (a) the document does not comply with the requirements

of this Act or the regulations;of this Act or the regulations;

[…][…]

Generally, filings can be rejected by the Registrar if he is of the “opinion” that the filing does not meet the

requirements of the Act or the Regulations.

Reasons for RejectionReasons for RejectionPartnership ActPartnership Act

► Where the Act prescribes forms, we reject on much Where the Act prescribes forms, we reject on much the same basis as BCA:the same basis as BCA: Required information in the form is incorrect Required information in the form is incorrect The form is incompleteThe form is incomplete The information submitted is contradicted by The information submitted is contradicted by

other submitted informationother submitted information

► Some filings have no specified forms, thus, these Some filings have no specified forms, thus, these documents need to conform with the sections of the documents need to conform with the sections of the Act that pertain to those filings.Act that pertain to those filings. For example: Limited Partnerships and ET For example: Limited Partnerships and ET

Limited Partnerships Limited Partnerships

Partnership Act-Limited Partnership Act-Limited PartnershipPartnership

58. (1) A limited partnership is formed when a certificate 58. (1) A limited partnership is formed when a certificate substantially complyingsubstantially complying with subsection (2) is registered. with subsection (2) is registered.

(2) A certificate must be signed by all the persons wishing to (2) A certificate must be signed by all the persons wishing to form a limited partnership and must state form a limited partnership and must state (a) the firm name under which the limited partnership is to (a) the firm name under which the limited partnership is to

be conducted; be conducted; (b) the character of the business; (b) the character of the business; (c) the name and place of residence of each partner, (c) the name and place of residence of each partner,

general and limited partners being respectively general and limited partners being respectively designated; designated;

(d) the term for which the limited partnership is to exist; (d) the term for which the limited partnership is to exist; […][…]

The standard for the rejection of a Limited Partnership is whether the information in the certificate is “Substantially

Complying” with the Act, specifically s. 58(2).

Partnership Act-ETLPPartnership Act-ETLP90.90.   (1) An extra-territorial limited partnership that carries on business in the (1) An extra-territorial limited partnership that carries on business in the

Territories shall, within 30 days after commencing to carry on business in Territories shall, within 30 days after commencing to carry on business in the Territories, file a certificate containing the prescribed information and the Territories, file a certificate containing the prescribed information and signed by all general partners.signed by all general partners.

(2) A certificate must be supported by evidence satisfactory to the Registrar (2) A certificate must be supported by evidence satisfactory to the Registrar that the partnership exists as a limited partnership in the jurisdiction in that the partnership exists as a limited partnership in the jurisdiction in which it was formed.which it was formed.  

Partnership Regulations:Partnership Regulations:

4. A certificate for registration of an extra-territorial limited partnership 4. A certificate for registration of an extra-territorial limited partnership referred to in subsection 90(1) of the Act referred to in subsection 90(1) of the Act must containmust contain the following the following information:information:

(a) the firm name under which the extra-territorial limited partnership is to (a) the firm name under which the extra-territorial limited partnership is to be conducted;be conducted;

(b) the nature of the business;(b) the nature of the business;

(c) the name and place of residence of each general partner;(c) the name and place of residence of each general partner;

(d) the term for which the extra-territorial limited partnership is to exist;(d) the term for which the extra-territorial limited partnership is to exist;

[[……]]

The standard for the rejection of an ET Limited Partnership is non-discretionary—the certificate “must

contain” the enumerated information in s. 4 of the Regs.

Partnership Act-LLP & ETLLPPartnership Act-LLP & ETLLPLimited Liability PartnershipsLimited Liability Partnerships

102.9 (4) An application must be filed in a 102.9 (4) An application must be filed in a form satisfactory to the form satisfactory to the RegistrarRegistrar and and must includemust include

(a) the name of the partnership;(a) the name of the partnership;

(b) a description of the business of the partnership;(b) a description of the business of the partnership;

(c) a description of the eligible professions, if any, in which the partners (c) a description of the eligible professions, if any, in which the partners practice;practice;

[[……]]

Extra Territorial Limited Liability PartnershipsExtra Territorial Limited Liability Partnerships

102.25 (3) 102.25 (3) [[……] ] ““form satisfactoryform satisfactory to the Registrarto the Registrar”” [[……] ] ““must includemust include”” [[……]]

The standard for the rejection of an LLP or ETLLP includes both a discretionary element—“form

satisfactory to the Registrar” and a non-discretionary element—the form “must include” the required items.

Rejection-Societies ActRejection-Societies Act

  3.3.   Subject to subsection 29(2), the Registrar is the    Subject to subsection 29(2), the Registrar is the sole judgesole judge of whether the purposes mentioned in the application, or any of whether the purposes mentioned in the application, or any of them, are purposes for which the society can be of them, are purposes for which the society can be incorporated under this Act, and the Registrar may direct that incorporated under this Act, and the Registrar may direct that the intended name or any of the purposes mentioned in the the intended name or any of the purposes mentioned in the application or any of the by-laws accompanying it be modified application or any of the by-laws accompanying it be modified in accordance with directions given by the Registrar.  in accordance with directions given by the Registrar. 

Upon receipt of an application for incorporation the Registrar is “sole judge” regarding the purposes, name,

and bylaws—and may direct that these things be modified.

Rejection-Societies ActRejection-Societies Act

► Discretionary at time of application for Discretionary at time of application for Incorporation:Incorporation: Bylaws, Purposes, and/or NameBylaws, Purposes, and/or Name

► Discretionary Following Incorporation:Discretionary Following Incorporation: Extraordinary Resolutions (re: Status or Name)Extraordinary Resolutions (re: Status or Name)

► Non-DiscretionaryNon-Discretionary Financial Statements and Notice of DirectorsFinancial Statements and Notice of Directors Registered AddressRegistered Address Extraordinary Resolutions (Other Than Status or Extraordinary Resolutions (Other Than Status or

Name)Name)

Ok, I’m Rejected, Now What?Ok, I’m Rejected, Now What?

Things you should consider doing:Things you should consider doing:►Fix your forms as requested—Should Fix your forms as requested—Should

be quickest and easiest solutionbe quickest and easiest solution►Look at the Act—what is the standard Look at the Act—what is the standard

for rejection/refusal to filefor rejection/refusal to file►Talk to the person who rejected the Talk to the person who rejected the

form—get clarification on why it was form—get clarification on why it was rejectedrejected►Talk to the Registrar—maybe he’ll Talk to the Registrar—maybe he’ll reconsider accepting the documentreconsider accepting the document

Appeal-BCAAppeal-BCA

248. 248. A person who feels aggrieved by a A person who feels aggrieved by a decision of the Registrar […] may decision of the Registrar […] may apply to the Court for an order apply to the Court for an order requiring the Registrar to change the requiring the Registrar to change the decision, and on the application the decision, and on the application the Court may so order and make any Court may so order and make any further order it considers fit. further order it considers fit.

Appeal-Partnership ActAppeal-Partnership Act

►No explicit right to appeal given in the No explicit right to appeal given in the ActAct

►You are simply left with any available You are simply left with any available administrative law remediesadministrative law remedies

Appeal-Societies ActAppeal-Societies Act

29. 29. (2) An appeal may be taken to the Minister (2) An appeal may be taken to the Minister from any decision given by the Registrar within from any decision given by the Registrar within six months after the date of the decision and six months after the date of the decision and the Minister may affirm, set aside or modify any the Minister may affirm, set aside or modify any such decision. such decision.

Search Corporate Registries Search Corporate Registries Online System (CROS):Online System (CROS):

www.justice.gov.nt.ca/CorporateRegistry/CROSinfo.shtml