Incorporation in New Brunswick: A Comprehensive Guide to Starting Your Business

Incorporating in New Brunswick costs $262 in government fees when you file electronically with the Service New Brunswick Corporate Registry. Normal processing takes about 10 working days, or 2 business days with expedited service. This guide walks through the name search, the three forms you file, every fee and what you have to do each year to stay in good standing.

New Brunswick incorporation at a glance

Why incorporate in New Brunswick?

A provincial New Brunswick corporation is the simplest and cheapest option if your business operates mainly in New Brunswick. Government fees are modest, the annual return costs only $60 online, and there is no residency requirement for directors, so founders living outside Canada can incorporate here.

If you plan to operate across several provinces, compare it with federal incorporation. A federal corporation has Canada-wide name protection, but at least 25% of its directors must be resident Canadians, and it still has to register in every province where it carries on business.

How to incorporate in New Brunswick: step by step

Step 1: Choose a name or a numbered company

A named corporation needs a distinctive element, a descriptive element and a legal ending such as Limited, Ltd., Incorporated or Inc. If you don't need a brand name yet, incorporate a numbered company: the registry assigns the number and no name search is needed.

Step 2: Order an Atlantic NUANS report

For a named corporation, the registry requires an Atlantic Corporate Name NUANS Search Report to assess whether your name is available and not confusing with existing businesses. The report must be no more than 90 days old when you file, so order it close to your filing date. You can order a New Brunswick NUANS report from us online.

Step 3: Prepare Form 1, Articles of Incorporation

The Articles set out the corporation's name, the classes and maximum number of shares, any restrictions on share transfers, the number of directors (a fixed number or a minimum and maximum) and any restrictions on the business. Get the share structure right at this stage: changing it later means filing Articles of Amendment (Form 3), which costs $212.

Step 4: Prepare Form 2 and Form 4

The Articles must be filed together with a Form 2 Notice of Registered Office, which gives the corporation's address in New Brunswick, and a Form 4 Notice of Directors, which lists the first directors and their addresses.

Step 5: File with the Corporate Registry and pay

File online through SNB's corporate registry services for $262, or on paper for $312. Paper filings must be submitted in duplicate. If you need the corporation fast, choose expedited service ($362): the registry processes it within 2 business days of receiving complete documents and full payment, instead of the normal 10 working days. Every incorporation fee includes the mandatory $12 Royal Gazette publication fee.

Step 6: Organize the corporation

Once you receive the Certificate of Incorporation, the directors adopt by-laws, issue shares, appoint officers and set up the minute book: the articles, by-laws, resolutions, and the registers of shareholders and directors.

Step 7: Register with the CRA and open accounts

Get a Business Number and corporate income tax account from the CRA. Register for GST/HST once taxable revenue passes $30,000 over four consecutive quarters (you may register earlier), and add a payroll account before you hire. Then open a business bank account in the corporation's name.

How much does it cost to incorporate in New Brunswick?

For OpenCompany's all-in price, including preparing the forms and the NUANS report, see pricing.

Keeping a New Brunswick corporation in good standing

• File the annual return every year. The registry sends the return to the corporation ahead of its anniversary date. Filing online costs $60. A corporation that stops filing can be dissolved, and reviving it costs $262.
• Report changes to the registered office (Form 2) and to directors (Form 4) as they happen. Filing online costs a $2 convenience fee.
• Hold annual meetings or pass written resolutions in lieu, and keep minutes in the minute book.
• File your T2 return with the CRA within six months of each financial year-end, even if the corporation had no income.

Extra-provincial corporations in New Brunswick

A corporation formed outside New Brunswick that carries on business there must register as an extra-provincial corporation: $212 regular or $312 expedited. It must appoint an attorney for service in the province ($50 filing) and file an annual return ($200 e-filed). Learn more about extra-provincial registration.