5 Essential Steps on How to Incorporate in New Brunswick
Incorporating your business in New Brunswick is a significant step toward establishing a professional, legally recognized company. Unlike operating as a sole proprietor, incorporation offers benefits such as limited liability, potential tax advantages, and an enhanced ability to attract investors. Whether you’re looking to protect your personal assets or expand your business’s credibility, incorporation can provide a strong foundation for growth and success.
New Brunswick’s incorporation process is designed to be accessible, but it requires careful attention to legal and administrative details. From choosing an appropriate business name to understanding corporate compliance requirements, each step plays a crucial role in setting up your corporation. By following the right procedures, you can ensure your business operates smoothly and adheres to provincial regulations.
This guide outlines the essential steps to incorporate in New Brunswick, offering clear instructions and practical tips to navigate the process efficiently. Whether you’re starting a new venture or transitioning an existing business, understanding the requirements and benefits of incorporation will help you make informed decisions for your company’s future.
1. Basics of Incorporation
Incorporating a business in New Brunswick is a significant step for entrepreneurs looking to establish a professional structure with legal protections and potential financial advantages. This process involves creating a separate legal entity for your business, which not only protects your personal assets but also opens doors for growth, credibility, and access to resources. However, understanding the requirements and benefits of incorporation is essential to make informed decisions and ensure compliance with provincial laws.
What is Incorporation?
Incorporation is the legal act of creating a separate entity for your business, distinguishing it from its owners. This means the business, as a corporation, is recognized as its own legal “person” under the law. As such, it can enter contracts, own property, and even initiate or face legal action independently of the individual shareholders or directors.
One of the primary advantages of incorporation is the personal liability protection it offers. In this structure, the liabilities of the business do not extend to the personal assets of its owners or shareholders, barring exceptional circumstances. This separation makes incorporation particularly attractive for businesses with higher risks or those planning significant growth.
New Brunswick vs Federal Incorporation
Choosing between provincial and federal incorporation is an important decision that depends largely on your business goals. Opting for New Brunswick incorporation is ideal if your operations will primarily remain within the province. This option tends to be more straightforward and cost-effective, with lower filing and maintenance fees. Additionally, having a local registration ensures your corporation adheres to provincial regulations and is managed with ease.
Federal incorporation, on the other hand, is better suited for businesses planning to operate across multiple provinces or on a national scale. It offers exclusive rights to your business name throughout Canada, providing broader protection. However, businesses incorporated federally must still register their operations in each province where they conduct business, which can add complexity and additional costs.
If your focus is local growth and cost-efficiency, New Brunswick incorporation is a practical choice. However, if your long-term vision includes national expansion or a more prestigious corporate identity, federal incorporation may be worth the additional administrative effort. Consulting a legal or business advisor can help weigh these options based on your unique circumstances.
2. Navigating the Incorporation Process
Incorporating your business is a structured process that lays the legal foundation for your company. This process involves several critical steps, from pre-incorporation planning to appointing directors. Understanding and preparing for each stage will help you navigate the requirements efficiently and avoid potential setbacks. With proper preparation, you can establish a corporation that aligns with your business goals and complies with provincial regulations.
Pre-Incorporation Considerations
Before starting the incorporation process, it’s essential to evaluate whether this structure is the best fit for your business. Begin by creating a detailed business plan. This document should outline your company’s mission, objectives, financial projections, and operational strategies. A well-crafted business plan not only helps guide your incorporation process but also strengthens your position when seeking funding or partnerships.
Additionally, research the specific regulations and licensing requirements for your industry in New Brunswick. For example, certain sectors like healthcare, construction, or finance may require additional permits or adherence to specialized laws. Ensuring compliance with these regulations early on will streamline your incorporation process and help avoid legal complications down the road.
Consider how many shareholders your corporation will have and how ownership will be divided among them. This decision impacts the share structure and voting rights, so it’s vital to define these details before drafting the articles of incorporation.
Choosing a Business Name
Choosing a unique and appropriate name for your corporation is a pivotal step in the incorporation process. Your company name not only represents your brand but also ensures compliance with legal naming requirements in New Brunswick. A well-chosen name can help distinguish your business in the marketplace while avoiding conflicts with existing entities.
Your chosen name must be distinctive and not misleadingly similar to other registered businesses. To ensure availability, you’ll need to conduct a NUANS (Newly Upgraded Automated Name Search) report. This comprehensive search checks federal and provincial business name databases, identifying any potential conflicts.
New Brunswick law requires that corporate names include a legal designation, such as “Limited,” “Ltd.,” “Incorporated,” “Inc.,” or their French equivalents (“Limitée” or “Ltée”). These terms indicate that the business is a corporation and distinguish it from other types of entities.
Once you’ve selected a name and confirmed its availability, you should reserve it with the Corporate Registry. This reservation ensures that no one else can use the name while you complete your incorporation process. The reservation period provides you with the time needed to finalize other necessary steps.
Appointing Directors
Appointing directors is another critical requirement for incorporating in New Brunswick. Directors play a central role in overseeing the corporation’s operations and ensuring that it fulfills its legal obligations. As such, careful consideration should be given to selecting individuals who possess the skills and experience necessary to guide the company effectively.
Under New Brunswick law, every corporation must have at least one director. Directors must meet certain eligibility criteria: they must be at least 19 years old, cannot have been declared incapable by a court, and must not have an undischarged bankruptcy. These requirements aim to ensure that directors can responsibly manage corporate affairs.
When appointing directors, decide on the number your corporation will have and include this in your articles of incorporation. While smaller businesses may opt for a single director, larger corporations often benefit from a board of directors with diverse expertise. Directors’ names and residential addresses must be provided during the incorporation process.
3. Preparing Your Articles of Incorporation
Drafting the articles of incorporation is a pivotal step in formally establishing your corporation in New Brunswick. This legal document outlines the foundational details of your business, serving as the blueprint for its structure and governance. Accuracy and attention to detail are essential when preparing this document, as errors can delay the incorporation process or lead to compliance issues down the road. In New Brunswick, this document typically includes the following details:
- Corporate Name: The name of your corporation, as chosen and reserved during the naming process. Ensure it adheres to legal requirements and matches the name reserved with the Corporate Registry.
- Corporate Address: Your corporation’s registered office address in New Brunswick. This is where official correspondence and legal documents will be sent.
- Director Information: The names and residential addresses of all appointed directors. Ensure the information provided aligns with the decisions made during the director appointment process.
- Share Structure: A detailed breakdown of your corporation’s share structure, including the types of shares, the number of shares authorized for issuance, and any restrictions or conditions on share ownership.
- Restrictions on Business Activities (if any): You can specify limitations on the activities your corporation may engage in, though this is optional.
- Other Provisions (if applicable): You can include any additional clauses relevant to your corporation, such as rules for transferring shares or indemnification of directors and officers.
4. Registering Your Corporation
Once your articles of incorporation are finalized, the next step in establishing your business in New Brunswick is to officially register your corporation. This process involves submitting essential documents and paying the necessary fees to the provincial government. Registration ensures your corporation is legally recognized and allowed to operate within the province. Here’s a step-by-step guide:
- Prepare Required Documents: Alongside your articles of incorporation, you may need to submit additional forms, such as a Notice of Registered Office and Notice of Directors. These forms provide information about your corporation’s office location and director appointments.
- Submit Your Application: You can file your incorporation documents online through the Service New Brunswick portal or by mailing them to the Corporate Registry office. If filing online, you’ll need to create an account on the portal.
- Pay the Registration Fee: A one-time registration fee is required to complete the filing. As of the latest update, the fee for incorporating in New Brunswick is approximately $300. Check the Corporate Registry website for the most current fee structure.
- Await Confirmation: Once your documents and payment are received, the Corporate Registry will review your application. If everything is in order, they will issue your Certificate of Incorporation. This certificate serves as proof that your business is officially registered.
5. After Incorporation Compliance
Incorporating your business in New Brunswick is just the beginning of your journey as a corporation. Once the paperwork is complete and your business is officially registered, you must meet ongoing compliance requirements to maintain your corporation’s legal standing and avoid penalties. Compliance not only ensures the smooth operation of your business but also enhances its credibility with clients, investors, and partners.
Filing Annual Returns
Every corporation in New Brunswick is required to file an Annual Return with the Corporate Registry. This filing confirms and updates critical details about your business, such as:
- The corporation’s legal name
- The registered office address
- Directors’ names and addresses
Failing to file your annual return can result in the dissolution of your corporation, meaning it will no longer be recognized as a legal entity. The filing deadline is typically tied to the anniversary of your incorporation date, and the fee is approximately $60.
To file your annual return:
- Visit the Service New Brunswick portal and log in to your corporate account.
- Complete the online form with up-to-date information.
- Pay the required fee and submit your return.
Consider setting reminders for this annual task to ensure you don’t miss the deadline.
Maintaining Corporate Records
As a corporation, you’re legally obligated to maintain organized and accurate records. These records, often referred to as corporate minute books, include:

- Articles of incorporation and any amendments
- Minutes of shareholder and director meetings
- Shareholder and director registers
- Copies of annual returns and financial statements
Keeping these records up-to-date is critical for internal governance and may be required during audits or when seeking external funding. Store these documents in a secure location, either physically or digitally, where they can be accessed when needed.
Tax Compliance
After incorporation, your corporation must meet specific tax obligations:
- Corporate Income Tax Filing: Your corporation must file a T2 Corporate Income Tax Return with the Canada Revenue Agency (CRA) annually, even if no taxes are owed. This is separate from your personal taxes.
- GST/HST Remittance: If your corporation is registered for GST/HST, you need to collect this tax from customers and remit it to the CRA. Regularly file GST/HST returns to report and pay the collected amounts.
- Payroll Deductions: If your corporation has employees, you must remit payroll deductions, such as income tax, CPP contributions, and EI premiums, to the CRA.
Using accounting software or hiring a tax professional can help you stay on top of these responsibilities and avoid costly penalties.
Frequently Asked Questions
Here are answers to common questions about incorporating in the province of New Brunswick.
Resources for Incorporating a Business in New Brunswick
Government Resources
Industry Resources
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About the author
Maurice