In order to retain the limited liability that your New Brunswick corporation offers, you must follow certain corporate formalities involving decision making and the proper record keeping of your New Brunswick Corporation records. In short, you’ve got to be organized.
Retaining Corporate Status
New Brunswick Corporations and their owners must observe certain formalities to retain the corporation’s status as a separate entity. Specifically, corporations must:
hold annual shareholders’ and directors’ meetings
keep minutes of shareholders’ and directors’ major decisions
make sure that corporate officers and directors sign documents in the name of the corporation
maintain separate bank accounts from their owners
keep detailed financial records, and
file a separate corporate income tax return.
Who Makes Corporate Decisions?
To understand the corporate decision-making process, let’s look at the different legal roles people traditionally play in a corporation: shareholder, director, officer, and employee. As we consider these roles, keep in mind that you can set up a corporation in which one or two people play all of them.
Shareholders own stock (called shares or ownership interests) in the corporation. Shareholders have the exclusive right to:
elect and remove directors
amend the articles of incorporation and bylaws
approve the sale of all or substantially all of the corporate assets
approve mergers and reorganizations, and
dissolve the corporation.
The New Brunswick Business Corporations Act requires the shareholders to hold an annual meeting. However, the province of New Brunswick allow shareholders to do this through a “written consent” or “consent resolution” — a document signed by all of the shareholders — instead of a face-to-face meeting.
The board of directors sets policy for the corporation and makes major financial decisions. Among other things, the directors:
authorize the issuance of stock
elect the corporate officers
set officer and key employee salary amounts
decide whether to mortgage, sell, or lease real estate, and
approve loans to or from the corporation.
While the province of New Brunswick require directors to hold regular meetings, it’s often simpler and just as effective for the directors to take actions by signing a consent resolution or written consent. Alternatively, the province of New Brunswick allow directors’ meetings to be held by telephone.
While the organizational structure of corporations separates the rights and duties of shareholders and directors, this separation isn’t much of an issue for small corporations because most shareholders are also directors and officers. However, even if you are both a shareholder and director of your corporation, you must still observe the formalities required by law, which means wearing different hats at different times. For instance, sometimes you’ll have to sign a document in your capacity as director; at other times you’ll sign as a shareholder.
Officers are responsible for the day-to-day operation and management of the corporation. New Brunswick Business Corporation laws usually require the corporation to have at least a president, a secretary, and a treasurer (sometimes called a chief financial officer). But in the province of New Brunswick, the same person can hold all of the required offices.
The president is usually the chief operating officer (COO) of the corporation. The secretary is responsible for the corporate records. The treasurer, or chief financial officer (CFO), of course, is responsible for the corporate finances, although it’s common to delegate everyday fiscal duties to a bookkeeper.
In small corporations, the owners are usually also employees of the corporation. Owners of small corporations receive most of their financial benefits through the salary and other compensation they receive as corporate employees.
New Brunswick Corporate Minute Books
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.
Electronically in PDF by Email.
What kind of minute book services we provide
We provide a personalized New Brunswick corporate minute book in MS Word and PDF format that includes:
Register of Directors
Resignation of Director Form
Appointment of Corporate Officers
Resignation of Officer Form
Subscription of Shares
Register of Shareholders
Consent and waiver for allotment of shares
Directors’ resolutions approving the allotment of shares
Consent and waiver for transfer of shares.
Shares Transfer Form
Directors’ Resolutions Approving Transfer of Shares
Notice of Organizational Meeting of Incorporators and Directors
Waiver of Notice of Meeting of Incorporators and Directors
Minutes of Organizational Meeting of Board of Directors
Waiver of Notice First Meeting of Shareholders
Minutes First Meeting of Shareholders
Notice to Directors of Regular Board Meeting
Minutes Shareholders Annual Meeting
Minutes Regular Board Meeting