How to Incorporate a Company in New Brunswick. Incorporating your company provincially in New Brunswick is a six-step process.
Deciding how you want to name your New Brunswick corporation
Before you begin the process of incorporation, you need to name your corporation.
Every New Brunswick corporation must have a name; this is known as a corporate name. The name must be distinctive and it must not be misleading or likely to be confused with names used by other organizations and businesses. In general, a corporate name is distinctive if it does not make those who encounter it think of another organization or business.
A New Brunswick corporation name consists of three parts, or elements: distinctive, descriptive, and legal.
Here is an example of a New Brunswick corporation name that contains all three elements: ABC Building Supplies Ltd.
A ‘distinctive’ element is a unique word or location that makes your corporation name different from all others. In the example above, the distinctive element is ‘ABC’.
A ‘descriptive’ element describes what the corporation does or what the corporation is. In our example, ‘Building Supplies’ is the descriptive element.
The last part of a corporation name is the legal element. In our example, ‘Ltd.’ is the legal element. All New Brunswick corporations are all required to have a legal element at the end of the name. The following are permitted by the Business Corporations Act.
Unlimited Liability Corporation
Professional Corporation – Note: This specialized legal element can only be used only for one of the following types of professions:
Chartered Professional Accountant – effective July 1, 2015
Your corporation can also use a ‘number’ name, e.g. 785843 New Brunswick Inc. The numeric portion of the name is assigned by Corporate Registry. ‘New Brunswick’ always forms the second part of the name. You may choose one of the standard legal elements above.
Get an New Brunswick NUANS Report.
Unless you have chosen to use a number name, you will need to purchase an NUANS report and review it carefully to ensure that there are no other corporations whose names are identical to your proposed corporation’s name. Identically-named corporations are not allowed.
Based on the NUANS report, you will also need to decide if your proposed corporation name is too similar to other corporation names. Remember, if another corporation feels you have chosen a name that is confusingly similar to theirs, that corporation has the right to object to the Registrar of Corporations. If the Registrar agrees with the objection, your corporation can be forced to change its name.
Completing your New Brunswick articles of incorporation
This step establishes the structure of your corporation.
Articles of Incorporation are used to develop the legal structure of your corporation. Your articles of incorporation will need to be signed by the incorporator(s). If an incorporator is a company or other incorporated body, the articles
must be signed by an individual authorized by that body.
Your articles of incorporation need to include:
your proposed corporate name
your corporation’s province or territory in Canada
your share structure and any restrictions on share transfers (see The share structure of your corporation)
your corporation’s number of directors
any restrictions you might want to set for your business or business activities
any other provisions
Establishing the initial registered office address and first board of directors
The registered office address is where you must keep your corporate records and where official documents will be served on the corporation. Choose an address where you will be sure to receive any documents that are sent there since, legally, they will be assumed to have been received by the corporation. Information about the registered office address is corporate information, and as such, is required to be made public.
Filing the appropriate forms and paying the fee
Processing your application
The New Brunswick Corporate Registry Office will make sure your articles of incorporation have been properly completed and that the proposed name is acceptable.
An application is complete if:
it includes all necessary documents
the forms are completed and signed, and
the fee is included.
If any of these things are missing, your application will be considered incomplete.
Starting a Business in New Brunswick
Company Formations Canada provides fast and easy New Brunswick Incorporation Service and provides all the documents your new New Brunswick corporation will need to stay up-to-date and in compliance with the New Brunswick Business Corporation Act.