Minute book requirements in Nova Scotia (NSCA)
Nova Scotia companies operate under the Companies Act (RSNS 1989, c. 81), the only Canadian common-law jurisdiction retaining the Memorandum and Articles of Association regime. Required records and inspection rights are set out in the Act and the company's articles.
| Companies Act s. 110 | Required corporate records |
|---|---|
| Companies Act s. 113 | Right of inspection |
| Companies Act s. 42 | Register of members (share register) |
| Records location | Registered office in Nova Scotia |
| Inspection rights | Members and (with limits) public for register of members |
| Penalties | Sections 167-168 of the Companies Act |
- Nova Scotia uses Memorandum and Articles of Association (not Articles of Incorporation), the only Canadian common-law jurisdiction with this model
- Records under Companies Act s. 110: minute book, register of members, register of directors, register of officers, accounting records
- Register of members must be open to inspection by any person (limited public access)
- Records kept at the registered office in Nova Scotia
- The Memorandum & Articles model derives from the UK Companies Act 1948 tradition
The Memorandum and Articles of Association regime
Nova Scotia is alone among Canadian common-law jurisdictions in retaining the Memorandum and Articles of Association model. This is the regime familiar to UK companies under the Companies Act 1948 (and earlier acts), where the company's constating documents are a Memorandum of Association (which describes the company's essential characteristics: name, registered office, objects in the older form, share capital structure) and Articles of Association (which describe the internal governance rules). All other Canadian common-law provinces use Articles of Incorporation, the North American convention.
Required records under s. 110
Nova Scotia limited companies must maintain a minute book containing minutes of meetings and resolutions, a register of members (the share register), a register of directors, a register of officers, and accounting records. The records are kept at the registered office. The register of members (under Companies Act s. 42) records the names, addresses, and shareholdings of all members, and notably is open to inspection by any person on payment of a fee.
Public inspection of the register of members
Unlike most Canadian provinces where shareholder identity is kept private at the corporate level, Nova Scotia's register of members is open to public inspection under the Companies Act. This is a holdover from the UK tradition. For closely-held corporations seeking privacy of ownership, Nova Scotia is not an ideal jurisdiction unless the share-ownership structure is held through privacy-friendly intermediaries (trusts, holdcos in other jurisdictions).
What's distinctive about Nova Scotia
The Memorandum & Articles regime affects everything from name changes (alteration of the Memorandum) to share structure modifications. Counsel familiar only with the CBCA/OBCA “articles” model need to understand the procedural differences when working with NS Companies. The public access to the register of members is the most operationally significant feature for record-keeping purposes. Nova Scotia is also one of the more expensive provinces for routine corporate maintenance, given the higher annual filing fee.
Octelligence keeps the corporate record up to date as the corporation evolves: articles and amendments, bylaws, registers of directors and shareholders, written resolutions, and share certificates, all in one structured place with a complete activity log.
See Digital Corporate RecordsStructured corporate records, jurisdiction-aware templates, and a complete audit trail.