Organization of NBBCA Corporation. Once formed, an NBBCA corporation must maintain a registered office in New Brunswick where all communications and notices may be sent. If the corporation is carrying on business in New Brunswick, it must also appoint an individual resident in New Brunswick as the Recognized Agent for the corporation so that documents may be personally served; this role is often fulfilled by solicitors.
A general meeting of the shareholders must be held in every calendar year, with no more than fifteen months passing between general meetings. Special resolutions require a two-thirds majority of votes cast at a meeting of the shareholders called to pass a special resolution.
Resolutions adopting certain fundamental changes require a two-thirds majority vote among each class of shares. Shareholders of a class of shares who are not otherwise entitled to vote may have the right to vote on a special resolution.
New Brunswick is one of the few jurisdictions in Canada that does not impose any residency requirement upon the directors of a corporation. A director of a New Brunswick corporation may live anywhere in the world. Every New Brunswick corporation must have at least one director at all times. Minutes of shareholder and director meetings must be maintained in a book available for any shareholder to inspect at the registered office of the corporation.
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Keep your New Brunswick Corporation Compliant with a New Brunswick Company Minute Book. New Brunswick Corporate Minute Book. A corporate minute book is used to store all important corporate documents such as the articles of incorporation, the minutes of shareholders and directors meetings, stock certificates, tax filings, by-laws and other legal documents.
Benefits of a Corporate Minute Book
Benefits of a Minute Book – For ease of management, efficiency, and security, it is vital that these important corporate documents are kept in a single location so that it can be easily consulted when the need arises.
Why do I need a minute book?
In order to keep your New Brunswick corporation in good standing with the New Brunswick business corporation act, It is essential to keep a history of all important decisions that are made in the company and to demonstrate that the company is acting as a corporation. For example, if you want to sell your company in the future, the buyer’s lawyer will normally ask to see a copy of the minute book. Also, if there is a dispute about a company matter, the minutes can act as an official record of events.
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