Proprietorships - Provincial Acts and Regulations

The following is a summary of the Act(s) and regulations which govern a sole proprietorship in New Brunswick.  This document entitled Proprietorships:  Provincial Acts and Regulations is a Guide prepared by  Canada Business - New Brunswick  and affiliated departments and agencies to provide you with a list of possible steps and issues to consider in carrying out your project. The extent to which the information will apply to you is dependent on the circumstances related to your project.

Before proceeding, reference should be made to the Business Start-up in New Brunswick Guide for information on the steps involved in establishing a new business in New Brunswick.  You may also want to consult our complete List of New Brunswick Guides.

For further information on individual topics identified herein, contact the respective governing body or Canada Business - New Brunswick. Because this document is only meant as a Guide, Canada Business - New Brunswick will not accept responsibility for business decisions made based on the information provided.  

TABLE OF CONTENTS

1. Proprietorships
1.1  Partnerships and Business Names Registration Act
1.2  Registration Process
1.3  Obligations Following Registration

2. Additional Information

3. Protection of Personal Information: Your Responsibilities

4. Canada Business - New Brunswick

1.  Proprietorships

1.1  Partnerships and Business Names Registration Act
The business name is governed under the Partnerships and Business Names Registration Act. For a copy of this Act and its regulations contact The Queen's Printer, P. O. Box 6000, Fredericton, N. B., E3B 5H1 or call 506-453-2520 or visit the Web site of the Department of Justice and Consumer Affairs at: http://www.gnb.ca/acts/acts/p-05.htm.

In a "proprietorship", one person performs all the functions required for the successful operation of the business. The proprietor is held personally liable for the debts, obligations or acts of the business. The proprietor is said to be self employed.

In starting up your business, an accountant or lawyer should be consulted or both.

1.2  Registration Process
The following steps provide the procedures needed to register a sole proprietorship. Should you have any questions, please contact the Corporate Affairs Branch, Service New Brunswick.

Step One
You must determine whether or not an obligation exists to register your business under the Partnerships and Business Names Registration Act. Every person (whether an individual or a corporation, but not including a partnership) who carries on business in New Brunswick and who uses a business name in New Brunswick is required to register a Certificate of Business Name under the Partnerships and Business Names Registration Act (the "Act"), provided the business is carried on for trading, manufacturing or mining purposes.

Carrying on business means the doing of any act for the promotion or execution of any purpose of the business. Registration is required within 2 months of commencing business in New Brunswick under a business name. Notwithstanding that the time period has expired, the Registrar may permit the registration of the certificate.

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

• Registration of a Business Name
  https://www.pxw1.snb.ca/snb7001/b/1000/CSS-FOL-SNB-45-0003B.pdf and
• Selecting a Proposed Name
  https://www.pxw1.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 name, registration may be done by filing a Form 5, Certificate of Business Name.  The filing fee for registration is $112 ($100 registration fee and $12 for publication in the Royal Gazette).  The cheque should be made payable to Service New Brunswick.

Please note that you are now able to register a business name online at https://www.pxw2.snb.ca/brs/docroot/start/landingPage.jsp.  Certain conditions apply.

Step Three
If the forwarded documentation, including the name, meets the requirements of the Act, the Corporate Affairs Branch will file the Certificate of Business Name and mail you a copy.  

1.3  Obligations Following Registration
You are required to file a Certificate of Renewal(https://www.pxw1.snb.ca/snb7001/e/1000/CSS-FOL-45-3502e.pdf) every five (5) years while the business continues to operate. The renewal fee is $62 and can also be filed online. If registrant ceases to carry on business under the registered name, a Certificate of Cessation of Business Name (https://www.pxw1.snb.ca/snb7001/b/1000/CSS-FOL-45-3514B.pdf) must then be filed.

Reference should also be made to the document Business Start-up in New Brunswick for information on the steps involved in establishing a new business in New Brunswick.

ADDITIONAL REQUIREMENTS FOR NON-RESIDENT REGISTRANTS

Where the person registering the Certificate of Business Name is not a resident of the Province, steps must be taken to appoint an agent, resident of the Province, who is authorized to accept service of process in all suits and proceedings in the Province. A Certificate of Appointment or Change of Agent for Service (Form 7) is required to be filed at the time of registration. There is no additional fee for this filing.

Please also note that if the registrant is a corporation incorporated outside of New Brunswick, it is also required to register as an extra-provincial corporation under the Business Corporations Act.

Primary Contact:

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.pxw1.snb.ca/snb7001/e/2000/2500e.asp
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:  http://www.privcom.gc.ca/information/guide_e.asp.

4.  Canada Business - New Brunswick

Canada Business - New Brunswick 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!

Canada Business - New Brunswick 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 Business - New Brunswick
Ground Floor, Barker House
570 Queen Street
Fredericton, New Brunswick  E3B 6Z6
Telephone: 506-444-6140
Fax: 506-444-6172
Toll-free (information): 1-888-576-4444
TTY Toll-free (hearing impaired): 1-800-457-8466
E-mail: infonb@canadabusiness.ca
Web site: http://www.canadabusiness.ca/nb
Hours of operation: 8:30 am to 5:00 pm Monday thru Friday - except Government holidays

DISCLAIMER
Information contained in this document is of a general nature only and is not intended to constitute advice for any specific fact situation. Users concerned about the reliability of the information should consult directly with the source, or seek legal counsel.

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