Frequently Asked Questions

The Registry - Its Contents

The Registry maintains information on registrations at the Corporate Registry of Service New Brunswick as well as condominium corporations. These registrations are under the following Acts

These registrations deal with companies, corporations, extra-provincial corporations, partnerships, limited partnerships, extra-provincial limited partnerships, business names and condominiums. These terms and other matters are further explained below:

Companies and Corporations

Based on the terminology used in these Acts, corporations are incorporated under the Business Corporations Act and companies are incorporated under the Companies Act. Most New Brunswick incorporated entities are either incorporated under or subject to the provisions of the Business Corporations Act or the Companies Act.

Exceptions to the above exist. For example, credit unions and co-operatives are incorporated under specific legislation governing those legal entities. Credit Unions and co-operatives are not therefore set out on the Registry.

Extra-provincial Corporations

Corporations that are incorporated in a jurisdiction other than New Brunswick that carry on business in New Brunswick are normally required to be registered as an extra-provincial corporation under the Business Corporations Act. Carrying on business in New Brunswick is defined in the Act.

Legislative and regulatory exceptions do exist from the mandatory registration requirement. (E.g. insurance companies licensed under the Insurance Act, see also Nova Scotia Businesses).

Partnerships

Partnerships, which carry on business in New Brunswick, are required to register their partnership name under the Partnerships and Business Names Registration Act if they are engaged in business carried on for trading, mining or manufacturing purposes. (Trading is administratively viewed as the sale of goods).

Limited Partnerships

A limited partnership is formed under the provisions of the Limited Partnership Act. It is a special form of partnership.

Extra-provincial Limited Partnerships

A limited partnership organized under the laws of a jurisdiction other than New Brunswick that carries on business in New Brunswick is required to register as an extra-provincial limited partnership under the Limited Partnership Act. Carrying on business in New Brunswick is defined in the Act.

Business Names

The registration of a business name is required under the Partnerships and Business Names Registration Act when a person engaged in business for trading, mining or manufacturing purposes carries on business in New Brunswick under a business name. (Trading is administratively viewed as the sale of goods.)

The registration requirement is imposed on an individual (sole proprietor) where the individual uses a business name in trading, mining or manufacturing.

The registration requirement is imposed on companies, corporations and extra-provincial corporations where the company/corporation carries on business for trading, mining or manufacturing purposes and uses a business name as opposed to its corporate name in carrying on that business.

Condominiums

This represents corporations incorporated under the Condominium Property Act or were incorporated under the predecessor Act and is now subject to the Condominium Property Act.

Nova Scotia Businesses

Legislative and regulatory provisions under the Business Corporations ActLimited Partnership Actand Partnerships and Business Names Registration Act came into effect on April 1, 1994 to exempt Nova Scotia based companies/corporations, partnerships, limited partnerships and business names from the general registration requirements under these Acts.

Accuracy and Timeliness of the Registry

The Internet version of the Corporate Registry is normally a current/real time extract of the operational database used by Corporate Registry.

The extract version of the Registry that is on the Internet sets out information items viewed as most useful to members of the public to access.

Note to Users

Registration documents are received by the Corporate Registry and reviewed prior to officially filing the document and issuing any relevant related document, e.g. Certificate of Incorporation. In the normal course, this results in a delay between receipt of the documents and the eventual approval, filing and issuance by Corporate Registry. Upon completion of these procedures, the Registry's database is then updated.

As well, the user should be aware that in the normal course, as permitted by various Acts, the approval/filing/issuance by Corporate Registry, for example, of a Certificate of Incorporation, may be backdated to the date of receipt of the documents.

Keyword Search

A keyword search is based on the fact the name of a business is composed of one or more key words. The name of a business in the registry is the name as submitted by the registrant, i.e. such name may be in English, in French or in a combined language version.

single keyword search searches the database for the keyword that is submitted. The search automatically includes a wildcard function at the end of the word that is submitted.

In a combined keyword search, the search automatically includes a wildcard function at the end of each keyword that is submitted.

 

Helpful Hints

  1. If not sure about the spelling of a keyword, search all variations, e.g. McDonald, MacDonald

  2. Instead of the complete keyword, consider submitting for search a left justified portion of the keyword, e.g. use "excav" as opposed to "excavating"

    The wildcard function is at the end of the word or portion of the word that is submitted for searching.

  3. When searching a group of initials, this should be done as a single keyword search, with initials being in proper consecutive order
    -  spacing, punctuation and excluded keywords between initials will be ignored by the system.

        e.g. BJ, B J, B.J., B et J, B and J

        Can search BJ and B J and get same display results

    - The search is still left justified. A search of BJ will not reveal "CBJ Enterprises" for example.

  1. As the search is left justified, it searches for the word that is submitted and not the word or portion thereof that is contained in a different keyword in a name.

  2. Searching a hyphenated or potentially hyphenated word should be done with care. You should try a number of different combinations, with and without the hyphen and single and combined consecutive keyword searches in order to find the name. The best alternative is to search another keyword in the name. Another option is to do a single keyword search of that portion of the keyword before any hyphen or potential hyphen in the word.

 

General Information

  • The Search process is not upper/lower case sensitive, nor is it accent sensitive.
  • The following will be ignored by the search function. They are also excluded from being considered as keywords in the name of a business. They are:
    - Punctuation Marks and Symbols, e.g. ~` ! @ # % ^ & * ( ) - _ = + { } [ ] | \ ; : " ' , . / < > ?
    - Spaces
    - French Accents
    - Legal Elements:

    Ltd Ltée
    Limited Limitée
    Registered Enregistré
    Reg Enrg
    Corp Corporation
    Inc  
    Corporation Corporation
    Incorporated Incorporée, Incorporées
    Co Cie
    Company Compagnie
    Companies Compagnies

    Other excluded words, etc.:

    and et
    of de, des, du
    for pour
    the le, la, les
    on sur
    by en
    an un, une
    to au, aux
    in  

Terms and Conditions

The Registry and information contained therein is the sole property of the government of New Brunswick. Access to the Registry is being provided solely for the purpose of facilitating public inquiries on registrations.

Information set out in the Registry is extracted from documents duly filed with or issued by the Corporate Registry. As such, the database is not the official legal record. The official record is the documents on file at the Registry itself. Copies and certified copies of such documents are available from the Branch at a cost of $10 and $20 respectively.

You may order copies or certificate of status online by going to Buy a copy of a document or Buy a Certificate of Status. Alternatively, you may send in your written request to Corporate Registry. Please identify the particular business by its proper legal name and reference number. For copies/certified copies, please identify the document you wish to have a copy of, e.g. Certificate of Incorporation.

A Certificate of Status for a provincial business corporation can be sent to you via email. Please indicate your preference of the method of receipt, i.e. email; mail; etc. when ordering the certificate.

The fees are as follows:

  • Copy - $10
  • Certified Copy - $20
  • Certificate of Status - $20

All cheques or money orders should be made payable to Service New Brunswick.

Not all businesses are required to register on the Registry. See "What does the Registry Consist of?"

You may wish to review "What is a Keyword search? How does one do a Keyword Search?" See the Helpful Hints section.

The Corporate Registry contains information on businesses that are incorporated/registered under one or more Acts administered by the Registry. (See "What does the Registry Consist of"). 

Information set out is an extracted portion of the Registry's database. You may wish to examine copies of the documents on file. Copies and certified copies of documents are available from the Registry at a cost of $10 and $20 respectively.

The Corporate Registry would appreciate being contacted by email, phone, fax or letter. Depending on your relationship with that business and what is not correct, steps will be taken to correct the information.

You will need to contact the Registry to obtain information on what the outstanding annual return obligations are. They may be in relation to filing an annual return and/or non-payment of the filing fee.

A minute book is used to store all important corporate documents such as the articles of incorporation, the minutes of shareholders and directors meetings, share certificates, by-laws/resolutions and other legal documents.

Minute books can be obtained from selected office product stores or name search firms.

All corporations and non-for-profit companies must keep careful records of company meetings as well as other documents related to their incorporation.  Use of a minute book may simplify the keeping of these records.

A corporation/company is not required to have a seal. Certain circumstances such as execution of contracts and land transactions may require the use of a corporate seal.  If you wish to have a corporate seal for your corporation/company, you may purchase one from a legal stationery store or from some name search firms.

Information regarding other licenses or permits you may need can be found by accessing the BizPal site at Business Permits and Licences. You answer a few questions about the nature and scope of your current or proposed business and based on your answers, BizPal will provide you with a list of potential permits and licenses that you may require to operate your business.

 
Service   Normal Processing Times (Up to) On Receipt of Expedited Fee
Provincial BCA Incorporation
Paper 10 Business Days 2 Business Days
  Online 2 Business Days n/a
Provincial BCA Amendment
Paper 10 Business Days n/a
  Online 2 Business Days n/a
Other Provincial Documents
Paper 10 Business Days n/a
Companies Act Paper 10 Business Days n/a
Business Names Paper 10 Business Days n/a
  Online  2 Business Days n/a
Partnerships Paper 10 Business Days n/a
Extra-Provincial Corporations
Registration; Change of Name; Amalgamation
Paper 10 Business Days 2 Business Days
Other Extra-Provincial Documents Paper 10 Business Days n/a
Certificates of Status; copies; Certified Copies Paper 3 Business Days n/a
  Online 2 Business Days  

NOTE :

  • Posted processing times for paper filed documents does not include delivery times for postal or courier services.
  • Processing times are approximate and can change depending on the volume of applications received
  • Completed applications with no discrepancies will ensure faster processing

Yes, the list is set out in the "Selecting a Proposed Name" kit.

If you believe that the name of another business is too similar to the name of your business, see the Name Complaint and Investigation Process Guide for more information.

The incorporation of a business corporation under the Business Corporations Act in the province of New Brunswick may be done by filing:

          Form 1 - Articles of Incorporation
          Form 2 - Notice of Registered Office
          Form 4 - Notice of Directors

You are able to file your incorporation documents electronically with Corporate Registry.  Check our website.

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 $262.00 (a saving of at least $50.00). E-filed applications are processed by our office on an expedited basis without additional charge.

Share Structure - General

The provisions of the Business Corporations Act govern what needs to be set out in the Articles of Incorporation in relation to the share structure of a corporation. 

The share structure of a corporation must be set out clearly in its Articles. Specifically, the information must be set out on the classes and maximum number of shares that the corporation is authorized to issue and any maximum aggregate amount for which shares may be issued, and:

  • If there will be two or more classes of shares, the rights, privileges, restrictions and conditions attaching to each class of shares,
  • If a class of shares may be issued in series, the authority given to the directors to fix the number of shares in, and to determine the designation of, and the rights, privileges, restrictions and conditions attaching to, the shares of each series,
  • If the shares will be of one kind only, the par value of each share or a statement that the shares are without par value, and
  • If the shares are of both kinds, any maximum number of shares of each kind, the par value of each share having par value and a statement that the other kind of shares are without par value;

The above concepts apply equally if you are filing Articles of Amendment, Articles of Amalgamation or Articles of Continuance. 

It is important for the corporation to have the right share structure, whether it is a single class of shares or a more complex share structure. If you are not sure of the desired share structure, you should contact your legal or business advisor. 

Share Structure - Where the corporation has only one class of shares

If the corporation will only have one class of shares, then pursuant to s.22 (2) of the Business Corporations Act, each shareholder has an equal right

  • to vote at any meeting of shareholders of the corporation,
  • to receive any dividend declared by the corporation, and
  • to receive the remaining property of the corporation on dissolution.

An example of share provisions for a corporation with only one class of shares is as follows:  Eg: an unlimited number of no par value Class A shares. 

The above is an example only. It may or may not be appropriate to your circumstance. Again, your legal or business advisor should be consulted. 

Share Structure - Where the corporation has more than one class of shares

If the corporation will have more than one class of shares, then s.22(3) of the Business Corporations Act applies. This means

  • the rights, privileges, restrictions and conditions attaching to the shares of each class shall be set out in the Articles, and
  • the rights pertaining to
    - voting at any meeting of shareholders of the corporation
    - receiving any dividend declared by the corporation
    - receiving the remaining property of the corporation on dissolution

must be attached to at least one class of shares but all of those rights are not required to be attached to one class. 

Please note by Section 22(4) of the Business Corporations Act, no class of shares shall be designated as preference shares or by words of like import, unless that class has attached thereto a preference or right over some other class of shares. 

Where a corporation has more than one class of shares, countless variations exist as to any proposed share structure and the wording of those provisions. One must decide on what rights pertain to voting, dividend and receiving the remaining property of the corporation on dissolution will apply to each class or series of shares. 

There is no one standard set of wording that is applicable to any corporation. It is recommended that you consult with your legal or business advisor on the above prior to setting out any proposed provisions. Setting out an inappropriate share structure can affect your legal rights as a shareholder and have business, legal and tax consequences for you and the corporation.

Restrictions on Share Transfers - General

In certain cases a corporation's Articles set out restrictions on share transfers. Proper legal and business advice should be obtained when considering adding or changing existing restrictions on share transfers or deleting any existing restrictions. 

Where restrictions are put in the Articles, such restrictions deal, sometimes, with restricting the transfer of shares of the corporation without either the consent of the directors or consent of the shareholders and setting out the required level of consent in either or both situations. (e.g. Consent of the majority

Restrictions on Share Transfers - Securities Act Considerations

The Securities Act, regulations, and rules together known as Securities Laws govern the issuance of securities (shares) by an issuer (corporation) and by security holders that may resell securities. The Securities Laws are administered by the Financial and Consumer Services Commission –New Brunswick (the FCNB) and are amended by the Commission from time to time. Any changes to the Securities Laws are posted on the FCNB website.

The general requirement of Securities Laws is that when securities are sold or traded, the seller must provide a prospectus (information about the securities) to a buyer and must be registered under the Securities Laws to sell or trade those securities. There are many exemptions from the general requirement that can be found in National Instrument 45-106 Prospectus and Registration Exemptions. For thisplease visit the FCNB website.

If you wish to incorporate, the following exemptions from the general requirement may be of interest to you:

National Instrument 45-106:

  1. s. 2.3 Accredited investor
  2. s. 2.4 Private issuer
  3. s. 2.5 Family friends and business associates
  4. s. 2.10 Minimum amount investment

Note that Securities Laws impose restrictions on the resale of securities issued under some exemptions from the general requirement. These restrictions can be found in Multilateral Instrument 45-102 Resale of Securities. Also note that the use of the private issuer exemption is subject to restrictions on transfer being set out in the constating documents of the corporation e.g. the Articles of Incorporation, the Articles of Amalgamation or the Articles of Continuance. Where the constating documents do not contain such provisions, you may wish to file Articles of Amendment to add such provisions to the Articles of the corporation. An example of wording for these provisions in the Articles is:

No securities, other than non-convertible debt securities, shall be transferred without the consent of the directors or shareholders of the corporation expressed by resolution passed at a meeting of the board of directors or the shareholders or by an instrument or instruments in writing signed by all such directors or shareholders

Caveat: You should obtain legal advice prior to using this suggested wording or any variation of it in the Articles. Also, the above wording may or may not be appropriate for your corporation. Likewise it may not meet the regulatory requirements of other jurisdictions if the corporation is issuing its securities in another jurisdiction or the security holder or purchaser resides in a jurisdiction other than New Brunswick. The above is for information only. It is not intended as legal advice.

The information on this page is provided in conjunction with the Financial and Consumer Services Commission.

Minimum and/or Maximum number of Directors

The corporation must have at least one director. You may specify the minimum number and maximum number or a fixed number of directors. For further information dealing with the directors of a corporation, please refer to s. 60 of the Business Corporations Act.

Restrictions on Business the Corporation May Carry On

In most cases a corporation does not restrict the business that it may carry on. 

A corporation has the capacity and, subject to the Business Corporations Act, the rights, powers and privileges of a natural person. Normally, one would not wish to restrict the business the corporation may carry on. Usually, this section in the Articles of Incorporation is left blank or the word "N/A" or "None" is set out. If, however, you wish to restrict the business, you may do so by setting out "that the business of the corporation is restricted to the following .....", or similar type of wording. It is highly recommended that you consult with your business or legal advisor on any proposed wording and the legal consequences of putting restrictions on the business. 

Please note by s.13 (3) of the Business Corporations Act a corporation cannot have the capacity to: 

(a.1)   to accept from the public deposits within the meaning of the Canada Deposit Insurance Corporation Act, chapter C-3 of the Revised Statutes of Canada, 1970; 
(a.2)   to execute the office of executor, administrator, guardian of a minor's estate or committee of a mentally incompetent person; 
(a.3)   to provide services of a fiduciary nature commonly provided by a trust company; 
(b)   to carry on the business of a loan company or trust company as defined in the Loan and Trust Companies Act or of an insurance company; 
(c)   to carry on any business or activity if incorporation for the purposes thereof is provided for in any other Act; or 
(d)   to practice a profession except as expressly permitted by an Act governing that profession. 
The above concepts apply equally if you are filing Articles of Amendment, Articles of Amalgamation or Articles of Continuance.

Other Provisions in the Articles

The Business Corporations Act allows the corporation to set out additional provisions in the Articles of Incorporation. 

The corporation, with its legal and business advisor, should determine whether any other provisions should be set out in its Articles. Many corporations are incorporated without any additional provisions being set out in the Articles of Incorporation. 

The following list some areas where some corporations choose to set out other provisions. This is not a definitive list nor is it intended to provide advice on whether it should be included in the Articles. 

Financial Assistance 

Section 43 of the Business Corporations Act deals with the corporation giving financial assistance to any shareholder, director or officer or employee of the corporation. See Act
In particular, s. 43(1) states as follows: 

Please note by s.13 (3) of the Business Corporations Act a corporation cannot have the capacity to: 

  1. to any shareholder, director, officer or employee of the corporation or of an affiliated corporation, or 
  2. to any associate of a shareholder, director, officer or employee of the corporation or of an affiliated corporation,

    if there are reasonable grounds for believing that 

  3. the corporation is, or after giving the financial assistance would be, unable to pay its liabilities as they become due, or
  4. the realizable value of the corporation's assets, excluding the amount of any financial assistance in the form of a loan or in the form of assets pledged or encumbered to secure a guarantee, after giving the financial assistance, would be less than the aggregate of the corporation's liabilities and stated capital of all classes. 

In some cases, a corporations Articles of Incorporation specifically provide for this: 

Notwithstanding section 43(1) of the Business Corporations Act, the Corporation or any corporation with which it is affiliated may directly or indirectly, give financial assistance by means of a loan, guarantee or otherwise: 

  1. to any shareholder, director, officer or employee of the Corporation or of an affiliated corporation, or
  2. to any associate of a shareholder, director, officer or employee of the Corporation or of an affiliated corporation,

    even if there are reasonable grounds for believing that
     
  3. the Corporation is, or after giving the financial assistance would be, unable to pay its liabilities as they become due, or 
  4. the realizable value of the Corporation's assets, excluding the amount of any financial assistance in the form of a loan or in the form of assets pledged or encumbered to secure a guarantee, after giving the financial assistance, would be less than the aggregate of the Corporation's liabilities and stated capital of all classes. 

Pre-emptive Rights

Section 27 of the Business Corporations Act deals with pre-emptive rights of existing shareholders to purchase their proportional number of any new shares to be issued by the corporation. 

The corporation and its shareholders must decide whether they are satisfied with the provisions set out in Section 27. Section 27 permits provisions to be set out in the Articles which either eliminate or alter the preemptive rights set out in Section 27. 

It is highly recommended you seek legal or business advice on the above prior to deleting, changing or adding provisions in this area. 

Summary

The above sets out some of the additional provisions added to Articles of Incorporation of some corporations. The same concepts apply equally if you are filing Articles of Amendment, Articles of Amalgamation and Articles of Continuance.

Security Transfer Act Considerations 

The Securities Transfer Act (STA) came into effect on February 1, 2010.  The STAdeals with transfers of several types of securities such as shares, bonds and other property interests that arise when investments of various kinds are dealt with).  The STA is part of a cross Canada initiative to modernize the rules for the transfer of securities on a harmonized basis.

The direct holding rules in the STA have replaced provisions of the Business Corporations Act on share transfers, and will apply to all New Brunswick business corporations, both large and small, whether or not they are publicly traded.  However, the Act reinforces any restrictions on transfer that the shares contain. Relevant provisions of the Business Corporations Actwere repealed or amended in order to fit with the STA

The new share transfer rules in the STA do not apply to companies subject to the Companies Act.

If you wish to make changes to the name of your corporation, share structure change and other fundamental changes you may file Articles of Amendment.  Section 26 and 113 of the Business Corporations Act set out the legal authority for these fundamental changes.

Articles of Amendment may be filed online by accessing Articles of Amendment - Provincial Business Corporation. Please refer to our FAQ that relates to Prerequisite to filing Articles of Amendment before submitting the Articles to Corporate Registry.  

Alternately, you may complete and file the Articles of Amendment by mail. You can download the form at " Forms" on the Corporate Registry site. Please send the original with the fee payment of $212 to Service New Brunswick, Corporate Registry, PO Box 1998, Fredericton, NB, E3B 5G4 or drop off the form at any Service New Brunswick.

 Preparing the Articles of Amendment - General

You should be certain what provisions in the charter of the corporation you wish to change. Please refer to your incorporation documents plus any amendments that have been filed to date.

Secondly, when completing the Articles of Amendment, use language that is clear to indicate what you are doing. Are you adding a new provision, changing an existing provision or deleting a provision.

 Preparing the Articles of Amendment - Change of Name of the Corporation

In order to change the name of your corporation you must obtain a NUANS (Name Search) report. The NUANS report must have been done within the last 90 days and set out the proposed new name of your corporation. If you are changing the name of your corporation to a numbered corporation a NUANS report is not required. You may want to consult your business or legal advisor to see whether this is a suitable alternative for you. For more information regarding the selection of a proposed name click here.

The name of the corporation must contain the word "Limited", "Limitée", "Incorporated", "Incorporée", or "Corporation" or the abbreviation "Ltd.", "Ltée", "Inc." or "Corp.". These words are called legal identifiers, and identify it as being a corporation. Usually, these identifiers are found at the end of the name of the corporation.

Prerequisite to filing Articles of Amendment

The corporation must approve of the proposed changes to the charter. This is done by having the shareholders approve of the changes by means of a special resolution of the shareholders. A special resolution is a resolution of shareholders passed by not less than 2/3 of the votes cast by the shareholders who voted in respect of the resolution or a resolution signed by all shareholders entitled to vote on that resolution.

You should not proceed to file Articles of Amendment without having obtained the necessary shareholder approval.

In some instances, the draft Articles of Amendment is submitted to the shareholders for approval, whereas in other cases, the shareholders strictly approve of the changes to the Articles (e.g. change to the name of the corporation).

Note: Where a corporation which has a designated number name wishes only to file Articles of Amendment to change its name to a name that is not a number name, shareholder approval is not a prerequisite. The Act permits the directors to approve of the proposed change and to file the Articles of Amendment in that case.

Shareholders Voting on the Proposed Changes

As indicated in the above section, the shareholders must approve of the proposed changes. (see s.113 of the Business Corporations Act)

Where there is more than one class of shares or where a class of shares has a series of shares, shareholders may be entitled to vote separately as a class or series of shares. This is governed by s. 115 of the Business Corporations Act. If you are uncertain whether a particular class or series of shares is entitled to vote separately as a class or series, you should consult with your legal advisor.

Please note that a particular class or series of shares may be entitled to vote separately as a class or series of shares even though the shares of that class or series otherwise does not carry the right to vote [see s.115(2), 115(3)].

When is the Amendment effective?

Upon submitting the Articles of Amendment to Corporate Registry, the office will review the Articles. If satisfactory, a Certificate of Amendment will be issued by the Director under the Business Corporations Act. It will be dated the date of receipt of the Articles of Amendment provided the Articles are in compliance with Act. It not, the dating will be as of the date matters have been rectified and approved by Corporate Registry.

When submitting Articles, you may request that the Articles be given a future date. If you wish to do this, complete the Special Instructions section of the application module. In this case, the Certificate of Amendment will be issued on the date requested. (It will not be issued prior to the date requested).

Exemption

Nova Scotia based corporations, partnerships and sole proprietorships are exempted, effective April 1, 1994, from the general registration requirements under the Business Corporations ActLimited Partnership Act and the Partnerships and Business Names Registration Act

Please note the exemption deals only with registration requirements at SNB Corporate Registry. Your business or organization may well need to register with other Government of New Brunswick departments and agencies in relation to activities you do in New Brunswick (e.g. other types of licences and permits). 

The relevant legislative and regulation provisions in New Brunswick that govern the exemption in New Brunswick for Nova Scotia corporations, partnerships and sole proprietorships (business names) are as follows: 

Business Corporations and Non-Profit Companies  
Business Corporations Act
- Act - section 195.1
- Regulation - section 11.1
Limited Partnerships For
 
Limited Partnership Act 
- Act - section 45(a.1)
- Regulation - section 3.1
Business Names and Partnership Names
 
Partnerships and Business Names Registration Act 
- Act - section 45(a.1)
- Regulation - section 3.1

Please note the Nova Scotia partnership or Nova Scotia business name must be registered under the Partnerships and Business Names Registration Act of Nova Scotia for the exemption in New Brunswick to apply.

The provisions of the Business Corporations Act, require any extra-provincial corporation that carries on business in New Brunswick to either

  1. register as an extra-provincial corporation per s.196 of the Act, or
  2. apply to be exempted from the operation of Part XVII (i.e. the requirement to be registered) if the corporation "does not carry on business for the purpose of gain" (see s.194(3) of the Act)

Carry on business is defined in s.194(1) of the Act and is as follows: 
194(1) For the purposes of this Part, an extra-provincial corporation carries on business in New Brunswick if

  1. 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; 
  2. it has a resident agent or representative or a warehouse, office or place of business in New Brunswick; 
  3. it solicits business in New Brunswick; 
  4. it is the owner of any estate or interest in land in New Brunswick; 
  5. it is licensed or registered or required to be licensed or registered under any Act of New Brunswick entitling it to do business; 
  6. it is the holder of a certificate of registration under the Motor Vehicle Act
  7. it is the holder of a licence issued under the Motor Carrier Act; or 
  8. it otherwise carries on business in New Brunswick.

We do have a number of circumstances where extra-provincial corporations do not have to register as an extra-provincial corporation or do not need to apply to become exempted from the registration requirement. These circumstances are as follows and are set out in s.195 of the Act or s.11.1 of the Regulations thereunder: 

  1. an extra-provincial corporation required to be licensed as an insurer under the Insurance Act, 
  2.  an extra-provincial corporation to which the Foreign Resident Corporations Act applies, 
  3. a licensed extra-provincial company as defined in the Loan and Trust Companies Act
  4. a bank incorporated under the laws of Canada 
  5. an extra-provincial corporation incorporated under the laws of the Province of Nova Scotia.

To register as an extra-provincial corporation, go to Registration of an Extra - Provincial Corporation - Information.

To apply to be exempted from registration as an extra-provincial corporation (provided the corporation is a non-profit corporation), go to  Exemption of Extra - Provincial Non-Profit Corporations - Information.

You may review these Acts and Regulations by going to Acts and Regulations

Note:

The Province of Nova Scotia has brought into effect on April 1, 1994 reciprocal provisions to exempt New Brunswick based corporations, partnerships and sole proprietorships from the general registration requirements under their Acts: the Corporations Registration Act and the Partnerships and Business Names Registration Act. You may contact the Registry of Joint Stock Companies, Nova Scotia, about their exemption for New Brunswick corporations, partnerships and sole proprietorship by visiting their website

Securities laws apply to any issuer of securities, incorporated or unincorporated, including those not listed on a stock exchange. The misconception of what is governed by the securities laws results in many start-up and early-stage corporations unintentionally breaking the law because they don’t realize that they are distributing securities in contravention of the law.

The reference point is that every person who "distributes" new securities must disclose certain information to potential investors in the form of a prospectus. This requirement ensures that investors receive sufficient information to allow them to make an informed investment decision. There are exemptions from the requirement to provide a prospectus to a potential investor. These are exceptions which relieve a business from prospectus obligations in certain circumstances. These exemptions can be used to: start a company; reward employees; raise money to finance the development of a business or community venture; reorganize a business; or to sell a business.

More information about available exemptions is available from the Financial and Consumer Services Commission (the FCNB) and their website.

When issuing shares to investor, we urge you to become familiar with the securities laws provisions surrounding issuing and selling shares. You may wish to discuss the above matters with your lawyer and/or the FCNB.

We also note that for most corporations that are not publically listed on a stock exchange, there can be restrictions on the issuance or sale of securities in the corporation's articles or bylaws or that a shareholders' agreement may exist that restricts the issuance and transfer of shares by the corporations and its shareholders. You should seek legal advice whether such restrictions exist when purchasing shares from the corporation or from an existing shareholder.

A person becomes a shareholder by buying shares, either from the corporation or from an existing shareholder. Please review the FAQ on “Raising capital and soliciting investors – Securities Act concerns”. As also stated in that FAQ:

We also note that for most corporations that are not publicly listed on a stock exchange, there can be restrictions on the issuance or sale of securities in the corporation's articles or bylaws or that a shareholder's agreement may exist that restricts the issuance and transfer of shares by the corporations and its shareholders.  You should seek legal advice whether such restrictions exist when purchasing shares from the corporation or from an existing shareholder.

Being a shareholder in a corporation, in particular, being a minority shareholder in a corporation, does not normally give you a legal right to manage or supervise in the management of the corporation. The responsibility to manage or supervise the management of the business and affairs of the corporation is given to the directors of the corporation.

Depending on the type of shares you own, you may or may not have the following rights under the Act and as further set out in the articles of the corporation:

  • receive notice of and to vote at a shareholders’ meeting
  • receive the corporation’s financial statements for purposes of the annual meeting of shareholders
  • share in the profits (dividends) of the corporation
  • share in the property of the corporation upon dissolution
  • elect and dismiss directors
  • approve by-laws of the corporation
  • appoint the auditor of the corporation (if an auditor is required)
  • examine and copy records of the corporation as specified by the Act
  • approve major or fundamental changes (such as those affecting a corporation’s legal structure or business activities) as required by the Act

In particular, if you are considering becoming a minority shareholder in a corporation that is not listed on a public stock exchange, you may wish to seek legal advice before deciding to become a minority shareholder. This will give you a better understanding of what you are getting for you investment and what legal rights you will be receiving as a shareholder.

In certain cases, shareholder agreements or unanimous shareholders agreements can alter significantly the business and affairs of the corporation and your rights as a shareholder. Likewise, you may consider, in your particular case, whether such an agreement needs to exist before investing in a corporation. Again, these are situations where it is prudent to seek legal advice before deciding to become a minority shareholder.
 

This depends on the particular situation: the type and the size of business, the risks involved, the number of people involved, and the tax situations of the individual involved.  You may wish to consult with professional advisors in accounting, business, finance, legal and other fields for help to determine if you should incorporate your business.

A business name is registered under the New Brunswick Partnerships and Business Names Registration Act.  Registration is normally done by a person engaged in business for trading, manufacturing or mining purposes within New Brunswick and who carries on business under a business name.  An information kit on registering a business name can be found here

A partnership name is registered under the New Brunswick Partnerships and Business Names Registration Act.  Registration is normally done by persons engaged in a partnership for trading, manufacturing or mining purposes within New Brunswick.  An information kit on registering a partnership name can be found at here.  

 

A Condominium Corporation manages the Condominium’s property and business affairs. It consists of the owners of all units in the Condominium complex and is regulated by the Condominium’s by-laws. Some of the Corporation’s duties include:

  • setting up a Condominium Board of Directors
  • managing and maintaining the common areas
  • preparing the annual budget
  • collecting Condominium fees for common expenses and, usually, directing a percentage of it into the reserve fund
  • setting up a reserve fund and ensuring that all owners contribute appropriately
  • adequately insuring the Corporation’s common property and liability
  • holding meetings of owners
  • making sure owners comply with the Condominium Property Actthe declaration, rules and by-laws.

For more information, visit Changes to the Condo Act in New Brunswick

The incorporation of a not-for-profit company may be done under the Companies Act of New Brunswick.  Application by at least three people who are nineteen years of age or older is made to the Director under the Companies Act and forwarded to Corporate Registry for review. A determination to permit incorporation normally follows and, if approved, letters patent incorporating the company is granted.  You can obtain an information kit online   You can also request the kit by contacting the Corporate Registry office.

To be registered as a charity under the Income Tax Act, an organization must show that it meets all the requirements of the Act and the common law relating to charitable registration. Therefore, an organization must be established exclusively for charitable purposes and it must devote all of its resources to activities carried on to further its charitable purposes.

For more information on what you need to know before applying for charitable status at the Canada Revenue Agency, and what you need to consider before establishing yourself as a legal entity, go to Apply to become a registered charity.

Important update from the CRA: New e-services available for charities June 1, 2019

Starting in June 2019, the CRA will offer charities the following new e-services through the CRA's My Business Account portal:

  • Organizations will be able to apply for charitable status online.
  • Registered charities will be able to file their T3010 Registered Charity Information Returnonline.
  • Registered charities will be able to request updates to their account information online (for example, changes to the charity’s legal name or fiscal period) and submit supporting documents to the CRA electronically.

To learn more about these service improvements and how you can prepare for them, go to Charities IT Modernization Project (CHAMP).
 

New Brunswick and the Canada Revenue Agency (CRA) have agreed to implement the CRA Business Number (BN) as a common business identifier for businesses dealing with New Brunswick departments and agencies.

The New Brunswick Account Business Number (BN) is a unique 15 digit number that has been assigned to the business/registrant by the Province of New Brunswick in conjunction with the Canada Revenue Agency (CRA). 


If you are unsure if your business has a BN or you require information regarding your BN, please call CRA at 1-800-959-5525 or visit Canada Revenue Agency.

Information on our database will indicate whether a particular company is a non-profit or not-for-profit company as opposed to a business corporation. 

In order to determine whether a particular non-profit or not-for-profit company is a registered charity, you must check with the Charities Directorate of the Canada Revenue Agency.

To obtain a BN (Business Number) for a condominium corporation contact Canada Revenue Agency (CRA) at 1-800-959-5525 or visit their website.  When contacting CRA please indicate your are applying for a condominium corporation BN.  Service New Brunswick does not obtain BN’s for condominium corporations.

Refers to one or more of the following: Business Corporations ActCompanies Act, Limited Partnership Act or Partnerships and Business Names Registration Act.

Two character province, state and country codes are used in the address fields where space limitations in the field length exist. Postal abbreviations for Canada and US jurisdictions are followed, and where possible, country abbreviations to ISO standards. If you require further clarification, contact the Corporate Registry.

Under various Acts, a business from outside New Brunswick that carries on business in New Brunswick must have an agent in New Brunswick to facilitate legal service on the business. The agent refers to the attorney for service, agent for service or attorney and representative, as the case may be, under the Acts.

See Glossary under "Predecessor Corporations"

This applies to categories 11, 12, 58, 59, 60 and 61.
Since April 25, 1998, amendments to the charter of a company or corporation have been recorded on the Corporate Registry database. For categories 11 and 12, it will set out any supplementary letters patent. For categories 58, 59, 60 and 61, it will set out any articles of amendment.

Where the amendment includes a name change, it is set out under "Name Change History". Where the amendment does not include a name change - e.g. only a change in the share structure of a corporation - such amendment will only be recorded under "Amendments Other Than a Name Change".

  • To verify if any amendments other than a name change took place for a company or corporation prior to April 25, 1998, you will need to verify this with the Corporate Registry.
  • For categories 58, 59, 60 and 61, if restated articles of incorporation have been filed, this information is also set out in this section if the restated articles were filed since April 25 1998.
  • To verify any restated articles prior to April 25, 1998, you will need to verify this with the Corporate Registry.

Note:

For companies or corporations incorporated by special Act of the Legislature, the Corporate Registry database does not necessarily track amending Acts that have been enacted or proclaimed. Tracking of these amendments which could amend the name of the company or corporation or other provisions of the special Act have been done on a limited "best" efforts basis.

If amending Acts are of importance to you, you may wish to review the relevant yearly Statutes of the Province of New Brunswick to ensure whether any amending Acts were enacted or proclaimed.

Alternatively, you may request a Certificate of Status on the corporation from the Corporate Registry. The Certificate of Status will indicate whether any amending Acts have been enacted or proclaimed for any relevant special Act company or corporation that is subject to either the Business Corporations Act or the Companies Act. The fee for a Certificate of Status is $20.00

Companies, corporations and extra-provincial corporations have annual return obligations (see annual return obligations). This section sets out any outstanding annual return obligations that a company, corporation or extra-provincial corporation has since 1989 which have not yet been rectified.

Note - Where a company, corporation or extra-provincial corporation has a "B" status and its last status change date is before January 1, 1989, then in all likelihood, it has pre-1989 annual return obligations which are still outstanding as well as any deficiencies set out post 1989.

When reviewing any information on annual return deficiencies of a company, corporation or extra-provincial corporation, one should review and understand the corporation's "status". See "Status".

For example, for a corporation which has been dissolved for failure to file annual returns, this section will show any annual return deficiencies of the corporation up to its date of dissolution, i.e. last status change date. Nevertheless, if steps are to be taken to revive the corporation, the annual return obligations between the date of dissolution and date of revival will need to be addressed. See information kit on revivals.

For J, K or L status, the corporation has either been amalgamated, continued out of the Province or has been exempted from continued registration. This section will show any annual return deficiencies of the corporation to its date of amalgamation, continuance or exemption.

For companies, corporations and extra-provincial corporations, they are required to file the relevant annual return under the Act and to pay, where required, filing fees related to the annual return.

For categories 11 and 12 
Companies under or subject to the Companies Act are required to file an annual return. Most companies are not required to pay annual return fees. The annual return (and any fees) are due within one month of its anniversary month. The anniversary month will normally be its month of incorporation.

For categories 58, 59, 60 and 61 
Corporations under or subject to the Business Corporations Act are required to file annual returns and pay annual return fees. The annual return and annual return fee is due within one month of its anniversary month. The anniversary month will normally be its month of incorporation.

For categories 62 and 64 
An extra-provincial corporation is required to file its annual return and pay any relevant annual return fee within one month of its initial month of registration (or exemption) as an extra-provincial corporation.

It should be noted that extra-provincial corporations can file an election of anniversary month. This would allow the corporation to file the annual return and pay any relevant annual return fee based on the month of incorporation in its home jurisdiction instead of the month of initial registration (or exemption) in New Brunswick.

This is used to refer to companies, corporations, extra-provincial corporations, partnerships, limited partnerships, extra-provincial limited partnerships and business names which are recorded on the Corporate Registry.

For categories 50, 51, 53 and 54, this is the most recent adress set out on relevant registration documents for the business.

Where one reviews information on any particular company or corporation, a section will appear under the heading "Business Names" to indicate any past or present business name registrations of the company or corporation.

The database of Corporate Registry has only been able to perform this linkage since January 1987. As such, business names registered initially prior to January 1987 may not link to the corporation/company record under this section heading.

If you require further information on this, contact the Branch.

This identifies the business in accordance with the Acts and classification system used by the Corporate Registry. A two-digit code is used to facilitate the classification.

10 - company - Companies Act
This represents companies that were subject to the Companies Act prior to January 1, 1987 that were not deemed continued under the Business Corporations Act. Aside from companies incorporated under the Companies Act, a number of companies incorporated by special Act of the Legislature and that were subject to Companies Act may be set out in this category.

This category is composed of tombstone registrations, i.e., all companies have been dissolved, have had their charter surrendered or forfeited, been amalgamated or discontinued. Check the status on each to determine this. Companies in this category were normally considered to be profit oriented in nature. A few exceptions may exist. Reference to the letters patent of the company may be helpful in this instance.

11 - company - Companies Act 

This represents companies that are presently subject to the Companies Act.

Companies in this category will normally be considered to be non-profit or not-for-profit in nature. A few exceptions may exist. Reference to the letters patent of the company may be helpful in these instances. Aside from companies incorporated under the Companies Act, a number of companies incorporated by special Act of the Legislature that are subject to the Companies Act are set out in this category.

12 - company - Companies Act 
This represents companies incorporated by special Act of the Legislature since 1990 and which are subject to the provisions of the Companies Act.

This category has been in effect since 1990. Companies incorporated by special Act prior to 1990 and subject to the Companies Act may be set out in this category or category 10 or 11, as the case may be.

Certain companies in this category may have a "L" status. See "L" status in Glossary for further information.

50 - partnership - Partnerships and Business Names Registration Act
This represents partnerships that have registered under the Act since May 1, 1981.

As well, registrations of partnerships, which occurred prior to May 1, 1981 under the Partnerships Registration Act were recorded on a best effort basis in the Registry's database in 1981.

51 - business name - Partnerships and Business Names Registration Act 
This represents business names that have registered or filed a certificate of renewal under the Act since May 1, 1981. As well, registrations of business names, which occurred prior to May 1, 1981 under the Partnerships Registration Act were recorded on a best effort basis in the Registry's database in 1981.

53 - limited partnership - Limited Partnership Act 

This represents limited partnerships formed since August 1, 1984 under the Limited Partnership Act. As well, limited partnerships continued under the Act as of August 1, 1984 that have filed a declaration in accordance with section 47(1) of the Act are set out.

54 - extra-provincial limited partnership - Limited Partnership Act 
This represents extra-provincial limited partnerships that have filed a declaration under the Act since August 1, 1984. A declaration is required when the extra-provincial limited partnership carries on business in New Brunswick. Carries on business in New Brunswick is defined in the Act. An extra-provincial limited partnership means a limited partnership organized under the laws of a jurisdiction other than New Brunswick.

58 - corporation - Business Corporations Act 

This category has been in effect since January 1, 1982, i.e. the date the relevant provisions of the Business Corporations Act came into effect. This represents corporations incorporated since January 1, 1982 by special Act of the Legislature and which are subject to the provisions of the Business Corporations Act As well, a number of special Act incorporations prior to January 1, 1982 are set out in this category by reason of the fact such corporations were deemed continued as being subject to the Business Corporations Act on January 1, 1987 pursuant to section 2(1)(c) of the Act.

59 - corporation - Business Corporations Act
This represents corporations which were deemed continued on January 1, 1987 from the Companies Act to the Business Corporations Act pursuant to section 2(1)(c) of the Business Corporations Act. For the most part, these companies were initially incorporated under the provisions of the Companies Act and deemed continued on January 1, 1987. These may include a number of special Act companies that are subject to the Companies Act but which were deemed continued under the Business Corporations Act. Since at least September 1992, deemed continued corporations that filed articles of continuance have had their category adjusted from category 59 to category 61. Since 1998, where a deemed continued corporation that was dissolved became revived, its category classification remained the same. If the revival took place prior to 1998, its category may be either 59 or 61.

60 - corporation - Business Corporations Act
This represents a corporation incorporated since January 1, 1982 under the Business Corporations Act (See also categories 59 and 61).

61 - corporation - Business Corporations Act
This represents corporations that voluntarily continued into the Business Corporations Act. Such corporation would have either been As well, corporations revived pursuant to the provisions of the Act would have been classified under this category up to 1998. Now, a corporation that is a category 59 or 60 corporation at the time of dissolution would continue to be classified as a category 59 or 60 upon its revival. subject to the Companies Act at the time of the continuance been deemed continued as a catetory 59 but elected to file Articles of Continuance since being deemed continued on January 1, 1987. organized/incorporated outside of New Brunswick and elected to apply to be continued as a corporation under the Business Corporations Act.

62 - extra-provincial corporation - Business Corporations Act
This represents extra-provincial corporations registered under the Act. Registration is required for corporations incorporated under the laws of a jurisdiction other than New Brunswick when they carry on business in New Brunswick. Carrying on business is defined in the Act. The registration requirement has been in effect since the relevant provisions of Part XVIII of the Act were proclaimed on October 1, 1981. As well, certain extra-provincial corporations which were in compliance with reporting requirements of the Companies Act were deemed, effective October 1, 1981, to be registered as extra-provincial corporations under the Business Corporations Act.

64 - extra-provincial corporation - Business Corporations Act
This represents extra-provincial corporations that have been exempted from Part XVII of the Act by the Director. Part XVII of the Act deals with, among other things, the requirement for extra-provincial corporations that carry on business in New Brunswick to register under the Act. The exemption is granted only where the Director is satisfied that the corporation is a non-profit or not-for-profit corporation.

70 – condominium corporation – Condominium Property Act
This represents corporations incorporated under the Condominium Property Act or were incorporated under the predecessor Act and is now subject to the Condominium Property Act.

This represents a free text field whereby certain comments are added to facilitate information disclosure. This will, in the normal course, be limited to the following comments:

Dispute - director 

This identifies that an individual disputes either being a director or not being a director of a particular company/corporation. Further information can be obtained by contacting Corporate Registry.

This applies to categories 10, 11, 12, 58, 59, 60, 61, 62 and 64.

Proposed Continuance 

This identifies that the company or corporation has filed the relevant documentation in order to apply to another jurisdiction to be continued under the laws of that other jurisdiction.

If the application is proceeded with and the continuance takes place, a certificate of discontinuance (Business Corporations Act) or a notice of discontinuance (Companies Act) will be issued in accordance with the provisions of those Acts.

This applies to categories 11, 12, 58, 59, 60 and 61.

Verify Status 
This relates to a number of companies in categories 10 and 11 that are assigned reference numbers from 90,000 to 97,726. These numbers were assigned in 1981-82 to a group of companies that were considered at the time to be inactive and for the most part dissolved.

The status of these companies should be verified with the Corporate Registry. In most cases, the Branch will provide details on the dissolution date of the company. Nevertheless - due to past record keeping and the fact a company has a perpetual existence unless formally dissolved, certain of these companies may still be in formal legal existence. If one is relying on the status and status code for these companies, please first contact the Corporate Registry.

Based on the terminology used in these Acts, corporations are incorporated under the Business Corporations Act and companies are incorporated under the Companies Act. Most New Brunswick incorporated entities are either incorporated under or subject to the provisions of the Business Corporations Act or the Companies Act.

Exceptions to the above exist. For example, credit unions, co-operatives and condominium corporations are incorporated under specific legislation governing those legal entities. Credit Unions co-operatives and condominium corporations are not therefore set out on the Registry. 

All the dates are set out in the "year-month-day" format.

This sets out the current directors for companies and corporations based on the records of the Registry. The field has been in operation since 1990. The database sets out the current directors of the company/corporation in accordance with the latest Form on file that indicates who are the most current directors of the company/corporation. Directors are recorded as follows:

For categories 11, 12, 58, 59, 60 and 61

  • For any new incorporations since 1990 (also some pre-1990 incorporations).
  • For any Notice of Change of Directors that has been filed since 1990.
  • In cases where a company/corporation was incorporated prior to January 1, 1990 and no Notice of Change of Directors has been received since January 1, 1990, the directors' field will appear, but there is no information set out in the operational database of Corporate Registry. In this case, contact Corporate Registry for information on who the directors are.

For categories 62 and 64

  • For any new registrations since April 5, 2005.
  • For any annual returns or change of directors filed online since April 5, 2005.
  • Where a change of directors' notice has been filed since April 5, 2005 and the database already displays names of directors.
  • Based on this, there will be limited cases where there is no director information set out in the operational database of Corporate Registry. In those cases, contact Corporate Registry for information on who the directors are.

Latest form on file means the following

Categories 10, 11, and 12

  • the incorporating documents or the most recent Notice of Change of Directors

Category 58

  • the special act or the most recent Notice of Change of Director

Categories 59, 60 et 61

  • the most recent Notice of Directors or Notice of Change of Directors

Categories 62 et 64

  • The registration documents or the most recent Notice of Change of Directors.

For categories 53 and 54, this sets out the current general partners for the partnership in accordance with the most recent Form on file: Declaration of Limited Partnership, Declaration of Extra-Provincial Limited Partnership or Declaration of Change of Limited Partnership or Extra-Provincial Limited Partnership. If the field does not set out who the General Partners are, please contact the Branch for this information.

For categories 10, 11 and 12, this sets out the head office address of the company. In the normal course, a Notice of Change of Head Office, Form 46, is required in order for a change in this field to occur.

This identifies the "home" jurisdiction the business originates from. This is applicable only for categories 54, 62 and 64. If blank, contact Corporate Registry for this information.

For categories 10, 11, 12, 59, 60, 61, 62 and 64 companies, corporations and extra-provincial corporations file on a yearly basis an annual return under the respective Act. This field sets out the most recent year the respective annual return was filed. For example, if 2000 is set out, the 2000 annual return is the latest annual return filed.

This field has been operational since 1989. Corporations are required under the respective Act(s) to file an annual return on a yearly basis. No requirement exists to file an annual return in relation to the year of incorporation for a company/corporation and the year of registration for an extra-provincial corporation.

Where an annual return is paper filed, the database records will indicate the filing date as the date the annual return is updated to the database as opposed to the date of receipt by the Corporate Registry Branch.

Annual returns that are e-filed will indicate the filing date as the date it was e-filed.

For categories 50, 51, 53 and 54, a requirement exists on partnerships, business names, limited partnerships or extra-provincial limited partnerships to file a renewal document under the Act every five years. This field sets out the filing date of the latest renewal document. For a partnership or business name, a certificate of renewal is required to be registered every 5 years from the date of initial registration (or previous renewal). For a limited partnership or extra-provincial limited partnership, a new declaration is required to be filed to replace the initial (or previous) declaration prior to the expiry date of the initial (or previous) declaration. A declaration expires five years after its date of filing. Where a partnership, business name, limited partnership or extra-provincial limited partnership is not in compliance with its renewal obligations, the registration is still in effect under the respective Act, but the business has not complied with its renewal/new declaration obligations.

This reflects the date the status was last changed for a given business. The date will reflect the filing date of the document that triggers the status change. E.g. Certificate of Dissolution. It should be noted an exception exists in the case where the status is changed as a result of a Certificate of Discontinuance under the Business Corporations Act or a Notice of Discontinuance being issued under the Companies Act. The status change date will reflect the date of continuance of the company/corporation to its new jurisdiction.

As well, for existing companies, corporations and extra-provincial corporations that have an A status, their status will automatically change to a B status where the company/corporation is delinquent in meeting its current annual return filing obligations. That is, if the current year obligation is not met within one months of its anniversary month, then the status will be changed from "A" to "B" and the status change date will reflect this change having occurred.

Since January 30, 2003, existing business names, partnerships, limited partnerships and extra-provincial partnerships will have their status automatically changed to a "B" status to reflect non-compliance with its obligations to file respectively its certificate of renewal or renewal declaration. As well, registrations not in compliance as of January 30, 2003 were given a status change date of January 30, 2003.

On January 1, 2004, amendments to the Partnerships and Business Names Registration Act and the Partnership Act were proclaimed to permit the designation of a partnership registered under the Partnerships and Business Names Registration Act as a limited liability partnership.

For category 50 - Partnership, the Limited Liability Parthership field will be displayed when a Certificate of Designation has been filed and is in effect (ie. The designation has not been cancelled in accordance with the Act).

If relevant, you will need to contact the Corporate Registry for information on whether the LLP is a New Brunswick LLP or an extra-provincial LLP.

For categories 62 and 64, a "Yes" in this field indicates that a notice of the liquidation of the corporation has been filed and that no return relating to the completion of the liquidation proceedings has been filed.

For categories 62 and 64, this is the date the notice of the liquidation of the corporation has been filed under the relevant Act.

For all categories, this represents the most current mailing address the Corporate Registry has on the business, based on either extracting the information from documents on file with the Branch or communicated to the Branch by the business.

This reflects the name of the business. A name of a business may be set out in English, in French or a combined language version. The Registry reflects the name of the business that is set out on the registration documentation subject to the following comments.

Since April 25, 1998, the Corporate Registry database has been able to recognize both upper and lower case letters and French character set for new registrations and changes to the name of an existing business. The name is entered into the Registry as it appears on the relevant registration document under the Act(s).

The Corporate Registry does not determine whether particular letters or words in the name of the business should be in upper or lower case or have French character set. It is the business which determines how it wishes its name to be set out in its registration documents.

Differences may well exist in the appearance of the name as to whether it is on one or two or more lines as compared with the actual registration documents. This is the result of either the database field size for names or the user's computer screen resolution. If this characteristic of the name is important, reference to the actual registration documents should be made. Prior to April 25, 1998, the database was strictly upper case with no ability to recognize French character set. The name that is set out on the actual document dealing with the registration is the official record of the name. If the actual setting out of the name - i.e. whether it is in upper or lower case and whether French character set is set out or not is important to you - reference to the actual registration document should be made. This can be done by contacting the Branch or requesting a copy of the relevant document from the Branch.

As well, it should be noted that certain names have exceeded the actual character length of the name field. Since April 25, 1998, the character length field is 120 characters. Prior to that, it was 75 characters in length.

When a name is longer than the field length, the name has been entered up to its cut off point, or cut short to the last full word in the name. The indicator * has been entered at the end of the name field when the Branch is aware the name exceeds the field length. In these cases, please contact the Branch in order to get the full name of the business or request a copy of the relevant registration document from the Branch.

For categories 10, 11, 12, 58, 59, 60 and 61 This sets out changes to the legal name of the company or corporation according to the historical records of the Corporate Registry. Please note where a name change has taken place, the amendment effecting the name change may or may not have amended other aspects of the charter of the company/corporation. (E.g. amendment of the share conditions of a corporation). Where such information is important, you may wish to request a copy or certified copy of the amendment document which effected the name change. Copies and certified copies are available from the Branch at a cost of $10 and $20 respectively. For category 50 This sets out any change in the name of a partnership under the Act that has been filed with the Corporate Registry according to its historical records For category 53 This sets out any change in the name of a limited partnership. For category 54 This sets out any change in the name of an extra-provincial limited partnership that has been filed with Corporate Registry since the initial registration of the extra-provincial limited partnership in New Brunswick. It is always prudent to check with the "home" jurisdiction of the extra-provincial limited partnership to verify its records. For categories 62 and 64 This sets out changes to the name of an extra-provincial corporation that have been filed with Corporate Registry since the initial registration or exemption of the extra-provincial corporation in New Brunswick. It is always prudent to check with the "home" jurisdiction of the corporation to verify its records.

For category 50, this lists the current partners of the partnership in accordance with the most recent Form on file, i.e., the Certificate of Partnership or Certificate of Renewal of Partnership or the Certifiate of Change of Membership of Partnership.

Where a corporation/company is the result of an amalgamation, a listing of the amalgamating corporations/companies is set out under the field "Predecessor Corporations". This field will only record those amalgamations that have been filed after March 18, 2002. For information on whether a corporation/company is the result of an amalgamation prior to March 18, 2002, you must contact the Corporate Registry. In some limited cases, pre-March 18, 2002 amalgamations will be set out under the "Predecessor Corporations" field.

In relation to the above, for category 62, if one or more of the amalgamating corporations are not registered in New Brunswick, the corporation is indicated as "n/a - Records indicates additional corporations". For information of these corporations you will need to contact the Corporate Registry or request a copy of the filed form.

For categories 10, 11, 12, 58, 59, 60 and 61, this field will indicate that a notice of the appointment of a receiver or receiver-manager for the company/corporation has been filed and that no notice of discharge of receiver/receiver-manager has been filed to date. The date shown is the date the notice of appointment of receiver or receiver-manager has been filed under the relevant Act.

An internally generated number used by Corporate Registry to identify the business. This number is 6 digits.

For categories 58, 59, 60, 61, 62 and 64, this sets out the registered office of the corporation.

For categories 58, 59, 60 and 61, a Notice of Change of Registered Office - Form 2 - is required in order for a change in this field to occur.

For categories 62 and 64, a Notice of Change of Registered Office - Extra-Provincial Corporation - Form 28 - is required in order for a change in this field to occur.

This lists the registrant of a business name, if such information has been inputted into the database. In the normal course, a registrant will be either an individual, a company, corporation or an extra-provincial corporation.

For categories 10, 11, 12, 58, 59 and 60
This reflects the date the company/corporation was incorporated, became an amalgamated corporation or continued under the relevant Act.

For categories 62 and 64
This reflects the date the extra-provincial corporation became registered or became exempted under the Business Corporations Act.

Where the extra-provincial corporation was deemed registered by section 196(2) of the Business Corporations Act, this reflects its initial registration status date as determined under the Companies Act. (Corporations not deemed registered by section 196(2) are not set out in the Registry's database.)

For category 50
This reflects the date the partnership filed a certificate of partnership under the Act. The date of establishing the partnership is set out on the certificate. This date is either earlier or the same date as the filing date.

For category 51
This reflects the date the certificate of business name was filed under the Act. The date of establishing the business or use of the business name is set out on the certificate. This date is either earlier or the same date as the filing date.

For category 53
This reflects the date the limited partnership was formed under the Act.

For category 54
This reflects the date the extra-provincial limited partnership filed its initial declaration of extra-provincial limited partnership under the Act.

Applicable for categories 62 and 64

This includes any reinstatement of the registration of the extra-provincial corporation which has occurred since April 25, 1998.  Reinstatements prior to April 25, 1998 are recorded only on the paper/microfiche records of the Corporate Registry.

In the unusual circumstance that a corporation has been reinstated more than once since April 1998, this field will display only the most recent reinstatement date.

Applicable to categories 11, 12, 58, 59, 60 and 61.

This indicates any revival of the company or corporation which has taken place since April 25, 1998. Revivals prior to April 25, 1998 are recorded only on the paper/microfiche records of the Corporate Registry.

In the usual circumstance that a corporation has been revived more than once since April 25, 1998, this field will display only the most recent revival date.

This identifies in general terms the existing status of the business in relation to the Act under which the business is registered.

The terms used are as follows:

  • active
  • intent to dissolve
  • intent to cancel
  • dissolved
  • dissolved or cancelled
  • ceased or cancelled
  • cancelled
  • amalgamated
  • discontinued
  • exempted
  • Terminated

For an understanding of these terms and how they relate to the category of the business, please refer to "Status Code".

Please note for example that "active" refers to both "A status" and "B status" businesses. Basically, "active" indicates the registration of the business is still in effect.

Where a company/corporation or partnership has had a name change the letter "P" is indicated beside the previous name of the company/corporation or partnership name.

This sets out the existing status code for the business in relation to the Act under which the business is registered.

A status

For categories 10, 11, 12, 58, 59, 60 and 61
The company/corporation is legally in existence and is in compliance with its annual return obligations.

For categories 62 and 64
- The registration of the extra-provincial corporation or the exemption of the extra-provincial corporation is in effect and the corporation is in compliance with its annual return obligations.

For categories 50 and 51
- The partnership name or business name registration is in effect.

For category 53
- The limited partnership formed under the Limited Partnership Act is in legal existence.

As well, a limited partnership continued under the Act as of August 1, 1984 and has filed a declaration in accordance with section 47(1) of the Act is in legal existence.

For category 54
- The registration of the extra-provincial limited partnership is in effect.

For category 70
- The Condominium Corporation is in existence and is subject to the Condominium Property Act.

Condominium Corporations have various filling obligations with the Director of Condominiums. They include the following: Financial Statements, Reserve Fund Studies and Proof of Insurance. The Director of Condominiums does not provide copies of these documents to the public.

The Condominium Unit owners and their agents are legally entitled to access the above documents, where applicable, from their Condominium Corporation. A purchaser of a condo unit can also get a copy of the Reserve Fund Study in an estoppel certificate, where they will also have some financial and insurance details.

On this website, we set out:
- The year-end date of the Financial Statements
- The date the Reserve Fund Study was prepared
- The expiry date of the Proof of Insurance

Different reasons may exist for no filing date being set out for one or more of these filings: non-compliance with the filing requirement or filing requirement not yet due. In those cases, we suggest contacting the Director of Condominiums for further details. For contact information, click [here].

B status

For categories 10, 11, 12, 58, 59, 60 and 61
- The company/corporation is in legal existence but is not in compliance with its annual return obligations

For categories 50 and 51
- The partnership name or business name registration is in effect but it is not in compliance with its obligation to file a certificate of renewal every five years.

For category 53
- The limited partnership is in legal existence but it is not in compliance with its obligation to file a renewal declaration every five years.

For category 54
- The extra-provincial limited partnership is not in compliance with its obligation to file a renewal declaration every five years.

For categories 62 and 64
- The registration of the extra-provincial corporation or the exemption of the extra-provincial corporation is in effect but the corporation is not in compliance with its annual return obligations.

F status

For categories 10, 11, 12, 58, 59, 60 and 61
- The company/corporation is no longer in legal existence in accordance with the specific provisions of the Companies Act or Business Corporation Act.

Under the Companies Act, the company's charter is either forfeited or the company is dissolved.

Under the Business Corporations Act, the corporation is dissolved. For special Act companies and corporations, this status code may also reflect the effective date of repeal of the special Act. Specific inquiry is needed to confirm this.

For categories 62 and 64
- In relation to category 62, the extra-provincial corporation's registration under the Act has been cancelled.  In relation to category 64, the exemption granted by the Director under the Act has been cancelled.

For category 50
- The partnership has been dissolved. The actual date of dissolution is set out on the Form filed under the Act. The last status change date indicates the date the Form was filed under the Act. The date of dissolution will be either earlier than or the same as the last status change date.

Alternatively, the registration of the certificate of partnership has been cancelled in accordance with the Act.

For category 51
The business that registered the business name has ceased or its use of the business name has ceased. The actual date of cessation is set out on the Form filed under the Act. The last status change date indicates the date the Form was filed under the Act. The date of cessation will be either earlier than or the same as the last status change date.

Alternatively, the registration of the certificate of business name has been cancelled in accordance with the provisions of the Act.

For category 53
- The limited partnership has dissolved. The actual date of dissolution is set out on the Form filed under the Act. The last status change date indicates the date the Form was filed under the Act. The date of dissolution will be either earlier than or the same as the last status change date.

For category 54
- The extra-provincial limited partnership has filed a declaration of withdrawal which cancels its declaration of extra-provincial limited partnership, i.e. its registration under the Act. The actual date of withdrawal is the date set out on the Form filed under the Act. The last status change date indicates the date the Form was filed under the Act. The date of withdrawal will be either earlier than or the same as the last status change date.

I status

For categories 11, 12, 58, 59, 60 and 61
- Under the respective Acts, proceedings can be initiated  by the Director (or Minister) to dissolve the company/corporation.  When such a proceeding has been commenced and is still going the status reflects and "I".  The company/corporation may decide to take steps to avoid a dissolution.

For categories 58, 59, 60 and 61 as well, a corporation may file a statement of intent to dissolve. In that case, the status is changed to "I" as of the date of receipt of the notice. When a statement of revocation of intent to dissolve is filed or the corporation becomes dissolved, a change from "I" status will occur.

For categories 50, 51
Under the Act proceedings can be initiated by the Registrar to cancel the registration of the partnership name or business name. When such a proceeding has been commenced and is still ongoing, the status reflects an "I". The partnership or business name may decide to take steps to avoid the cancellation of its registration.

For categories 62 and 64
- Proceedings can be initiated by the Director to cancel the registration of the extra-provincial corporation or cancel the exemption granted by the Director under the Act to a category 64 corporation. When such proceeding has been commenced and is still ongoing, the status reflects an "I".

- Alternatively, the extra-provincial corporation may voluntarily ask that its registration/exemption be cancelled.

J status

For categories 10, 11, 12, 58, 59, 60, 61 and 62
- This signifies that the company/corporation was an amalgamating company/corporation in an amalgamation.  The company/corporation resulting from the amalgamation, i.e., the amalgamaed company/corporation will have a separate and distinct reference number.

K status

For categories 10, 11, 12, 58, 59, 50, 60 and 61 Acts
- This signifies that in accordance with the respective Acts, the company/corporation has continued out of New Brunswick.

L status

Categories 50, 51, 54, 62 and 64
- Legislative and regulatory provisions under the Business Corporations Act, Limited Partnership Act and Partnerships and Business Names Registration Act came into effect on April 1, 1994 to exempt Nova Scotia based corporations, partnerships, limited partnerships and business names from the general registration requirements under the Acts.

Where the exemption applied, the status of any existing registration was changed to "L" status, as the exemption applies by operation of the law.

For those Nova Scotia businesses that are set out with an "L" status, the registration information on the Corporate Registry is viewed as "dated" tombstone information. For up-to-date information on these businesses, the inquirer will need to contact the Registrar of Joint Stock Companies in the Province of Nova Scotia.

Category 12

For this category, "L" status indicates that the company was incorporated under a public Act of the Legislature of New Brunswick. By virtue of s.136.1 of the Companies Act, the provisions of the Companies Act do not apply to a company incorporated under a public Act of the Legislature. Section 136.1 of the Companies Act came into effect on September 28, 2002.

The record on this company in the Corporate Registry is viewed as "dated" tombstone information. For up-to-date information on these companies, the inquirer will need to contact the company itself. As well, the relevant public Act of the Legislature should be examined, including any legislative amendments thereto.

T Status

Category 70 the governance of the condominium property has been terminated in accordance with the Condominium Property Act.