Incorporate a business in New Brunswick

Requirements to incorporate in New Brunswick

A New Brunswick company is incorporated under the province's Business Corporations Act and registered with the Corporate Registry run by Service New Brunswick. Before anything is filed, a handful of choices need to be settled. Here is what the registry generally expects to see in a file:

• Directors: One or more directorssource. Their names and addresses go in the notice of directors filed with the articles.
• A registered office: Registered office in NB at all timessource. This is the address where legal documents can be served on the company.
• A name: either a word name backed by a name search report, or a numbered companynumbered companyCorporation named after its registry number (e.g. 12345678 Canada Inc.). Skips the name search.See definition →. Numbered company possible in New Brunswick: Yessource.
• A share structure: the classes of shares, the rights attached to each and any restrictions on transferring them, all set out in the articles of incorporationarticles of incorporationDocument filed with the registry setting the name, share capital, number of directors and restrictions.See definition →.
• Incorporators: the people or corporations who sign the articles. They are often the future shareholders.

Government fees and processing times in New Brunswick (sourced)

Government fees are paid to the province and are always separate from Incorpo's fees. Every figure below is read from a government source; the source and its verification date appear at the bottom of the page.

Incorpo files online, which is generally both the fastest and the least costly route in New Brunswick. The NUANS name report is billed separately by the search provider; its amount is still being verified, so it is not shown here. A numbered company does not need one.

Name rules in New Brunswick

A word name generally has three parts: a distinctive element (what makes it yours), a descriptive element (what the business does) and a legal element such as Limited, Ltd., Incorporated or Inc. The registry refuses a corporate namecorporate nameThe corporation’s legal name: a distinctive, a descriptive and a legal element.See definition → that is too close to an existing one or that could mislead the public.

• Name search: NUANS report (within 90 days)source. The NUANSNUANSCanada-wide name and trademark search required to reserve a distinctive name federally and in several provinces.See definition → report compares your proposed name with existing corporations and trademarks.
• Language of the name: English, French, both, or combined English-French formsource.
• Numbered company: Yessource. The registry assigns the number, and a business name can be registered later if you want a brand.

New Brunswick is Canada's only constitutionally bilingual province. A name in English, in French or in a combined form is common there, and it lets a business present itself naturally to both language communities.

Director residency rules in New Brunswick

Residency of directors in New Brunswick: No residency requirement among director disqualifications (s. 63(1))source. In other words, a founder who lives in another province or outside Canada can sit on the board of a New Brunswick company, including as its only directordirectorPerson elected by shareholders to manage the corporation. Federally, 25% must be Canadian residents.See definition →.

That is a real difference from a federal corporation under the CBCACBCAFederal statute governing corporations formed with Corporations Canada.See definition →, where the rule reads: At least 25% of directors must be resident Canadians; at least 1 if fewer than 4 directorssource. The registered office, however, has to stay in the province, so a founder based elsewhere needs a New Brunswick address, often a law office or a registered office service.

Step by step: how we file for you

1. 1Answer the questionnaireName or number, activity, directors, shareholders and share classes. You can save and come back at any time.
2. 2Name search or numbered companyWe order the NUANS report and review it for conflicts before filing. If you prefer to skip this step, we set the company up as a numbered company.
3. 3Articles and noticesWe prepare the articles of incorporation, the notice of registered office and the notice of directors from your answers. You review them and sign electronically.
4. 4Filing with Service New BrunswickWe file online and pay the government fee on your behalf. Online processing time: Up to 2 business days (online)source.
5. 5Digital minute bookOnce the certificate is issued, your minute bookminute bookOfficial record holding a corporation’s articles, by-laws, resolutions and registers.See definition → is ready in your dashboard: bylaws, organizational resolutions, registers of directors and shareholders, and share certificates.
6. 6Tax registrationsWe walk you through getting a business number from the Canada Revenue Agency and, where your activity requires it, GST/HST and payroll accounts.

After incorporation: annual return and registrations

Incorporating is only the first filing. A New Brunswick company keeps a few recurring obligations with the registry, and missing them affects its standing.

Register of individuals with significant control: Required since June 10, 2022source. Where it is kept: Kept at the corporation's head officesource. Filing with the registry: Not filed; copies provided to authorities on requestsource. Public access: Not publicsource. Incorpo prepares this register with your minute book, and your dashboard keeps registers and resolutions in one place.

New Brunswick company, federal corporation or another Atlantic province?

A provincial company generally suits a business that operates mainly in New Brunswick. A federal corporation offers name protection across Canada, but it still registers in each province where it carries on business and comes with a director residency rule. Between the two neighbouring provinces, there is a two-way arrangement: on the Nova Scotia side, NB-incorporated and registered corporations need not register in NSsource.

Which option fits depends on your activity, your shareholders and your tax situation. A lawyer or an accountant can help you weigh them; our comparison pages set out the differences province by province.