Organization of a New Brunswick Business Corporation

Once formed, a New Brunswick 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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