Canada · Prince Edward Island

How to issue shares in Prince Edward Island corporations

The Business Corporations Act (Prince Edward Island), enacted in 2018, modernized PEI corporate law to align with the CBCA template. PEI is the smallest Canadian incorporation jurisdiction by volume but offers a modern CBCA-style framework. Charlottetown hosts most PEI commercial activity.

Governing statute
Business Corporations Act (Prince Edward Island), S.P.E.I. 2018, c. 24
PEIBCA s. 25Issuance of shares
PEIBCA s. 26Consideration for shares
PEIBCA s. 48Stock certificates
PEIBCA s. 49Securities register
PEIBCA s. 21.1Individuals with Significant Control register
PEI Securities ActProvincial securities-law administration via PEI OFCSR
At a glance
  • Authorized by the directors under PEIBCA s. 25
  • Future services and promissory notes not permitted (CBCA-pattern)
  • Stated capital account required per class
  • Securities register under s. 49; ISC register under s. 21.1
  • PEI Office of the Financial and Consumer Services Regulator administers securities law

Board authorization under PEIBCA s. 25

Stock issuance is authorized by the directors under the Business Corporations Act (PEI) s. 25. Consideration is determined under s. 26 and follows the Canadian pattern: money, property, or past services.

Consideration restrictions

PEIBCA mirrors CBCA restrictions: no future services, no promissory notes.

Stated capital under PEIBCA

Standard CBCA-pattern stated capital framework.

Securities register and ISC register

PEIBCA s. 49 requires the securities register. PEIBCA s. 21.1 requires the ISC register, modelled on CBCA s. 21.1.

PEI OFCSR

The PEI Office of the Financial and Consumer Services Regulator (OFCSR) administers provincial securities law. PEI participates in the NI 45-106 passport regime.

Common mistakes

Common Prince Edward Island-specific failure points in share issuance:

  • Issuing shares for future services or promissory notes (prohibited)
  • Not maintaining the s. 49 securities register or s. 21.1 ISC register
  • Failing to file Form 45-106F1 with PEI OFCSR within 10 days
  • Treating pre-2018 PEI law as still applicable (PEIBCA replaced the prior statute)
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FAQ

Common questions in Prince Edward Island

PEIBCA was enacted in 2018 specifically to modernize PEI corporate law and align with the CBCA template. The two statutes are substantively similar with minor PEI-specific variations on filing channels, fees, and director residency. For most operational matters, results are nearly identical.

For PEI-headquartered corporations, alignment with provincial operations. PEI is rarely chosen by non-PEI corporations. As Canada's smallest province, PEI incorporation volume is correspondingly low.

No dedicated business court. Commercial disputes are handled by the PEI Supreme Court (Trial Division).
Records that comply with PEIBCA
Issue shares the right way in Prince Edward Island.

Octelligence handles PEIBCA-specific share issuance: register, certificates, resolutions, and beneficial-ownership records aligned with statute.

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