Limited Liability Partnership

Due to recent legislative changes that became effective June 1, 2009, this material is under revision.  If you have any questions, please contact:

Gregory H. Crosby, CA, LL.B
Director of Regulatory Affairs
902.425.3291  Ext. 24

Incorporation for Public Practices

• Incorporating your Practice
• Guidelines for Incorporating your Practice

Professional Liability Insurance

• Professional Liability Insurance
• AICA Services Inc.

Use of the Official CA Symbol

• New CA Logo Use Guidelines

Directories of Firms
Add your firm to:

• ICANS CA Firm Directory
• CICA National Firm Directory

Back to top

Incorporating your Practice

On June 30, 1994 the Public Accountants Act and the Act Incorporating the Institute of Chartered Accountants of Nova Scotia were amended to permit members of the Institute to practise public accounting as a professional corporation, subject to the By-laws of the Institute.

On October 5, 1994 the Governor-in-Council approved the By-laws of the Institute respecting professional corporations passed by the membership at the Institute’s Annual General Meeting held June 23, 1994.  Since that time Council has considered applications from members who propose to be registered with the Institute as a professional corporation for the purpose of practising public accounting.

A member may individually request registration as a professional corporation.  Two or more members wishing to practise under the same corporate name may either individually or jointly request registration as a professional corporation.  Registration as a professional corporation does not affect the liability of a member engaging in the practise of public accounting nor does it affect, modify or diminish a member’s responsibilities under the Institute’s incorporating statute or the By-laws of the Institute.

It is important to note that a majority of the voting shares of a professional corporation must be owned by one or more public accountants and a majority of the issued shares of a professional corporation must be owned by a member or members of the Institute.  A member who is a shareholder of a professional corporation may not enter into a voting trust agreement, proxy or any other type of agreement investing in a non-member the authority to exercise the voting rights attached to any of the member’s shares.

To register as a professional corporation, a member must submit to the Institute the following:

1. a Letter of Application;
   
2. a Declaration sworn before a barrister, notary public or commissioner of oaths;
   
3. a copy of the professional corporation’s Memorandum of Association;
   
4. a copy of the professional corporation’s Certificate of Incorporation certified by the Registrar of Joint Stock Companies;
   
5. a "Certificate of Status" issued by the Registrar of Joint Stock Companies (a "Certificate of Registration" is not required); and
   
6. the required registration fee of $172.50 (includes HST).

Please note that it is a requirement that the objects of the professional corporation in the corporation’s Memorandum of Association include the capacity of the corporation:

(i) to engage in every phase and aspect of rendering the same services to the public that a member of the Institute is authorized to render;

(ii) to purchase, or otherwise acquire or to own mortgage, pledge, sell, assign, transfer and otherwise dispose of, and to invest in, deal in or with, real or personal property necessary for the rendering of such professional services;

(iii) to contract debts and borrow money, issue and sell or pledge bonds, debentures, notes and other evidences of indebtedness and execute such mortgages, transfers or corporate property or other instruments to secure the payment of corporate indebtedness as required; and

(iv) to enter into partnership, consolidate or merge with or purchase the assets of another corporation or individual rendering the same professional services.

Please also note that a member’s application for registration will not be considered by Council until a corporate name is approved by the Registrar of Joint Stock Companies and the corporation will not be registered until all of the required documentation is received by the Institute.

To assist you the section below outlines the basic procedures and addresses some of the commonly asked questions.  If you require further information, please do not hesitate to contact Gregory H. Crosby, CA, LL.B, Director of Regulatory Affairs, the Institute office.

Back to top

Guidelines for Incorporating your Practice

Please note the following recommendations concerning the process for incorporating your practice.

1. Registration with Registrar of Joint Stock Companies

a. Prior to selecting a name under which to incorporate practitioners are advised to contact the Director of Regulatory Affairs. Guidelines for forms of names permitted are available through the Institute.

b. Assuming the name is satisfactory, a letter confirming this will be issued to your lawyer. He/she should include that letter to the Registrar in the package of incorporation documents.

c. Your lawyer will forward a request to the Registrar to search and reserve the corporate name under which you wish to incorporate.

d. When requesting name reservation, your lawyer should indicate to the Registrar that it is a Chartered Accountant in public practice who is incorporating.

e. The Registrar will determine if the name requested meets the provincial requirements for name approval.

f. The Registrar has the ultimate authority to approve the corporate name you choose for practice.

g. Advise your lawyer of the Objects of the corporation that the Institute requires to be included in every Memorandum of Association. They do not have to be specifically identified but the corporation must have the capacity to engage in these activities.

2. Institute Registration

a. Members should be aware of the Rules of Professional Conduct, Section 400, Organization and Conduct of a Professional Practice.

b. At the time your lawyer applies for name reservation from the Registrar of Joint Stock Companies, advise the Institute in writing of the name you are seeking to incorporate under in order to obtain Institute approval.

c. After you have received approval to incorporate by the Registrar of Joint Stock Companies, send a Letter of Application to the Institute requesting registration with the Institute, with documents and fee of $169.50 (includes HST).

d. The Institute, after examining your documents, will have Council review and approve your application and so advise you.

3. Practice Name

a. Members should be aware of the Nova Scotia Companies Act, Section 80, which requires every company carrying on business to display the corporate name at its place of business, on its corporate seal and on publications of the company and documents signed by or on behalf of the company.

b. Members who are incorporated who carry on the business of public accounting in partnership with others may practice under the name of the partnership, in which case the place of business, publications and documents may display the partnership name rather than the member’s corporate name.

c. It is recommended that members who are incorporated, even when practising in partnership with others, make the client aware that the member is a professional corporation.  This may be done in an engagement letter.

d. In any case, the style of the practice will continue to be "Chartered Accountants", per our Rules of Professional Conduct (404.1).

Please refer to the Institute's Act of Incorporation re Professional Corporation 26A and  By-law 69 for Bylaws Governing Professional Corporations.

Back to top

Professional Liability Insurance

Bylaw 68 requires an annual declaration of professional liability insurance coverage.

Please note the following:

• all practicing firms must complete and submit the Declaration of Insurance Coverage Form to the Institute on or before September 1.  When the firm consists of more than one Chartered Accountant, the form needs to be completed and filed only by the member responsible for ensuring insurance coverage is in place.
  
  
• Part C will generally only apply to practitioners and small firms who do not perform public accounting services.  Please note that if you were required to have liability insurance anytime within the past six years, you are required to maintain insurance coverage on a discovery basis and must complete Part B.
  
  
• It is not necessary for you to arrange for the insurer to confirm insurance coverage on an independent basis.

Changes that took place in June 2000 require us to confirm the practice name. If the firm name shown on your personalized declaration form is not the same as the practice name, please provide the correct name on the return form.

Should you have any questions regarding the reporting requirements or if you require a personalized declaration form please contact Wenda Bennett, CA, Director of Professional Standards, at the Institute office.

Back to top