Incorporation - Provincial Acts and Regulations

1.  Provincial incorporation

1.1    Business Corporations Act
Corporations are governed by the Business Corporations Act . A copy of the Act and its regulations may be obtained from The Queen's Printer, P. O. Box 6000, Fredericton, N. B., E3B 5H1, by calling 506-453-2520 or visit the Web site of the Department of Justice and Consumer Affairs at: http://www.gnb.ca/0062/PDF-regs/81-147.pdf.  

Incorporating a corporation creates a legal entity which is separate and distinct from its members (shareholders). A corporation generally has all of the powers and capacity of an individual person. The following characteristics distinguish it from a partnership or proprietorship:

Limited liability - normally no shareholder can be held personally liable for the debts, obligations or acts of the corporation beyond the amount of share capital the shareholder has subscribed;

Perpetual succession - because the corporation is a separate legal entity, its existence does not depend on the continued membership of any of its shareholders; and

Shareholder changes - are easily made as ownership of shares in the corporation may be transferred (sold, etc.) without affecting the corporation's existence or its continued operations.

1.2  Incorporation Process
The following steps provide the procedures needed to incorporate. Should you have any questions, please contact the Corporate Affairs Branch of Service New Brunswick.

Step One
Contact the Corporate Affairs Branch of Service New Brunswick, theCanada/New Brunswick Business Service Centre , or visit Service New Brunswick's Web site at the following address:  https://www.web11.snb.ca/snb7001/e/2000/2500e.asp to obtain the information required to incorporate your corporation and to select an acceptable name for the corporation.  

Two information kits (also available in print format from Corporate Affairs and the Canada/New Brunswick Business Service Centre) provide information on the registration process:  

• Incorporation of Businesses
  https://www.web11.snb.ca/snb7001/b/1000/CSS-FOL-SNB-45-0002B.pdf
• Selecting a Proposed Name
  https://www.web11.snb.ca/snb7001/b/1000/CSS-FOL-SNB-45-0004B.pdf

The later kit sets out the procedure for selecting a proposed name. It indicates a name search report must be obtained from a private sector name search firm. It is your choice as to which firm you deal with. Each firm will charge a fee for providing you a name search report. Fees vary, but are approximately $45.00 per name search.

Please note that the proposed name must be checked against a NUANS name search report (Atlantic based) and if available may be reserved for a period not exceeding 90 days. The NUANS name search report must be forwarded with the application documents.

Note:  If you are required to register, you should ensure that the proposed business name is acceptable for registration prior to ordering letterhead, signage, etc. for your business. This is explained in the above kits.

Step Two
Once you've selected a proposed name for your corporation, send the appropriate documentation and the incorporation fee to Corporate Affairs for approval. The Corporate Affairs Branch will determine whether the proposed name and documentation are suitable. You have the option to either e-file the application or to send in the completed paper application.

Electronic Filing of the application

Please note that you are now able to register business incorporations online at:  https://www.web27.snb.ca/brs/docroot/start/landingPage.jsp. 
Certain conditions apply.

The majority of incorporations are done by e-filing. By doing it online, you save time and money. The cost to incorporate by e-filing is $262 (a saving of at least $50). E-filed applications are processed by our office on an expedited basis without additional charge.

Paper filing of the application
If you send the application in by mail, by courier or by delivering it to our office, we require the application to be done in duplicate originals.

The cost to incorporate is $312. Your cheque should be made payable to Service New Brunswick. Our normal turnaround time is 10 days.

If you wish the application to be expedited, an additional $50 is required to be paid. In that case, we will review the application and issue the Certificate of Incorporation within 2 business days of receipt of the application or request thereof.

Step Three
If the forwarded documentation, including the name, meets the requirements of the Act, Corporate Affairs will issue a Certificate of Incorporation and mail you a copy. A corporation only comes into existence when the Certificate has been issued.

Note:  A corporation may wish to carry on business in New Brunswick under a name other than its corporate name. In the circumstances when a corporation is using a business name in New Brunswick and is engaged in trading, mining or manufacturing activities, the business name must be registered with the Corporate Affairs Branch of Service New Brunswick. The information kit  Registration of a Business Name is available from Corporate Affairs, the  Business Service Centre or visit Service New Brunswick's Web site address at:  https://www.web11.snb.ca/snb7001/b/1000/CSS-FOL-SNB-45-0003B.pdf. 

As the incorporation process is very involved, it is recommended that you seek the advice of either a lawyer and/or an accountant.

1.4  Obligations Following Registration
The filing of an annual return is required ($60 / year). If there is a change of directors or registered office address, the corporation must file either a Notice of Change of Directors form or a Notice of Change of Registered Office form.

Corporate Affairs
Service New Brunswick
432 Queen Street
P. O. Box 1998
Fredericton , New Brunswick   E3B 1B6
Telephone:  1-888-762-8600
Fax:             506-453-2613
Web site:     https://www.web11.snb.ca/snb8000/default.aspx?l=e
E-mail:         SNBCorporateAffairs@snb.ca

2.  Additional Information

You can now have access to the Corporate Affairs Registry Online. The Registry maintains information on registrations at the Corporate Affairs Branch of Service New Brunswick. These registrations deal with profit and not-for-profit companies, partnerships and business names.  

For more information, visit the Service New Brunswick Online - Corporate Affairs Registry Web site at the following address: http://www.gnb.ca/snb/e/6000/6600e.htm.

3.  Protection of Personal Information: Your Responsibilities

The Guide to Canada's Personal Information Protection and Electronic Documents Act (PIPEDA) helps businesses understand their obligations and comply to the Act. Since January 1, 2004, the PIPED Act covers the collection, use or disclosure of personal information in the course of all commercial activities in Canada, except in provinces which have enacted legislation that is deemed to be substantially similar to the federal law.

For more information, see the document Protection of Personal Information - Your Responsibilities, call toll-free 1-800-282-1376 or visit the Web site: www.privcom.gc.ca/information/guide_e.asp

4.  The Canada / New Brunswick Business Service Centre

The Canada / New Brunswick Business Service Centre is an innovative partnership of federal and provincial government departments. Both levels of government work with key private-sector organizations to create a seamless information network for entrepreneurs.

Our mission is to improve the start-up, survival and growth rates of small and medium sized enterprises by giving business people in every part of New Brunswick access to accurate, timely and relevant information and referrals.

What can we do for you? We can guide you in the right direction! We can give you the information you need! We are your best source of comprehensive business information!

The Canada / New Brunswick Business Service Centre is accessible province-wide and free of charge. You may reach us through our toll-free number or visit us with your questions. Our office is open from 8:30 a.m. to 5:00 p.m., Monday to Friday. We also provide a 24-hour business information service, seven days a week, through our Web site.

Here's how to reach us: 

Canada/New Brunswick Business Service Centre
Ground Floor, Barker House
570 Queen Street
Fredericton, New Brunswick  E3B 6Z6
Telephone: 506-444-6140
Fax: 506-444-6172
Toll-free (information): 1-800-668-1010 (Atlantic region only)
TTY Toll-free (hearing impaired): 1-800-457-8466
E-mail: cbscnb@cbsc.ic.gc.ca
Web site: http://www.cbsc.org/nb
Hours of operation: 8:30 am to 5:00 pm Monday thru Friday - except Government holidays