Registration of an Extra-Provincial Corporation under the Business Corporations Act (New Brunswick) (the "Act")

An extra-provincial corporation must register under the Act not later than 30 days after it commences carrying on business in New Brunswick.

Note:  As of April 1, 1994, Nova Scotia incorporated corporations are exempt from the registration requirement.

The registration of an extra-provincial corporation in the Province of New Brunswick may be done by filing in duplicate Form 26 - Statement of Registration, Form 25 - Appointment of Attorney for Service and Form 25.1 - Consent to Act as Attorney for Service.

The filing fee for the registration of a corporation is $212 ($200 for registration and $12 for publication in the Royal Gazette).  The cheque should be made payable to Service New Brunswick.

An extra-provincial corporation is defined to be a body corporate incorporated otherwise than in New Brunswick.

The requirement to register is triggered in circumstances when the corporation commences to carry on business in New Brunswick.  An extra-provincial corporation carries on business in New Brunswick if:

a)     its name, or any name under which it carries on business, appears or is announced in any advertisement in which an address in New Brunswick is given for the extra- provincial corporation;

b)     it has a resident agent or representative or a warehouse, office or place of business in New Brunswick;

c)      it solicits business in New Brunswick;

d)     it is the owner of any estate or interest in land in New Brunswick;

e)     it is licensed or registered or required to be licensed or registered under any Act of New Brunswick entitling it to do business;

f)        it is the holder of a certificate of registration under the Motor Vehicle Act;

g)     it is the holder of a licence issued under the Motor Carrier Act; or

h)     it otherwise carries on business in New Brunswick.  

Subsection 194(2) under the Business Corporations Act states:

194(2) Where an extra-provincial corporation has its name or any name under which it carries on business listed in a telephone directory for any part of New Brunswick, that corporation shall be deemed, in the absence of evidence to the contrary, to be carrying on business in New Brunswick.

Before registration, the 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 name search must be done through a private sector name search firm.  The NUANS name search report must be forwarded with the application documents.

A list of private sector name search firms is available from Corporate Affairs.

Note: Extra-provincial corporations may be exempted from registration by the Director under the Act if such corporation is operated for not-for-profit or non-profit purposes.