Canada-New Brunswick


Canada was founded by Jacques Cartier in 1534. At the beginning of the 17th century the French established their first colonies. In 1610 England founded the city of St. John’s, Newfoundland. The Seven Years’ War between France and England led to the supremacy of Great Britain over these territories. In 1797 Canada was divided into Lower Canada and Upper Canada which were merged into the united Province of Canada in 1840. The Province of Canada, Nova Scotia and New Brunswick were united in 1866. In 1867 Canada was formed as a federal dominion of four provinces: Ontario, Quebec, New Brunswick, and Nova Scotia. In 1919 Canada joined the League of Nations. In 1945 it was one of the founding members of the United Nations. Finally, Canada gained its independence in 1982. At the present time it is a federal state consisting of ten provinces and three territories.

Service packages

Двигайте таблицу
Service item Express Standard Optimum
Company registration
Legal address per year
Secretarial services for the first year
Fees and duties for the first year
Apostilled bound set of incorporation documents
Compliance fee
Nominee service per year
Bank Account Pre-approval
Price

3 000 USD

3 000 USD

3 500 USD

I want to order «»

Contact method: and / or

Core Services

3 000 USD

— Incorporation

including incorporation tax, state registry fee, including Compliance fee

included

— Annual government fees

Stamp Duty and Corporate Registry incorporation fee

2 500 USD

— Corporate legal services

including registered address and registered agent, NOT including Compliance fee

150 USD

—Delivery of documents by courier mail

DHL or TNT, at cost of a Courier Service

500 USD

— Apostilled set of Statutory documents

Related services

Tax Certificate

Company’s tax residence certificate for access to double tax treaties network

Certificate of Good Standing

Document issued by a state agency in some countries (Registrar of companies) to confirm a current status of a body corporate. A company with such certificate is proved to be active and operating.

Certificate of Incumbency

Compliance fee

Compliance fee is payable in the cases of: renewal of a company, liquidation of a company, transfer out of a company, issue of a power of attorney to a new attorney, change of director / shareholder / BO (except the change to a nominee director / shareholder)

250 USD

Basic

simple company structure with only 1 physical person

50 USD

For legal entity in structure under GSL administration

additional compliance fee for legal entity in structure under GSL administration (per 1 entity)

100 USD

For legal entity in structure not under GSL administration

additional compliance fee for legal entity in structure NOT under GSL administration (per 1 entity)

350 USD

For client with high risk Status

Cost of incorporation, including first year servicing 3000
Cost of annual service, starting from the second year 2500
Open account in 26780
Incorporation timescale for a turnkey company 5-7 days
Country 26739

General information shortly

Двигайте таблицу
Total area Population Capital Unemployment Corruption perceptions index rank
72.908 sq. km 751.171 (2011) Fredericton 6.9% (2013) 9 (2013)
Location east part of Canada
National currency Canadian dollar
Conditional reduction of currency CAD
Against USD 0.91
Climate, average max and min t° continental, mitigated by the influence of the ocean; it is more severe in the northwest, where about one third of all precipitation falls out in snow, the temperature is several degrees lower than in the center of the province.
Time difference from Moscow - 8 hours
Dialing code +1
State language English and French
Ethnic groups European 76.7%, Asian 14.2%, Aboriginal 4.3%, Black 2.9%, Latin American 1.2%, multiracial 0.5%, other 0.3%
Literacy rate 99%
Credit rating AAA
Government type Constitutional monarchy
Executive branch Government: Cabinet of ministers; Head of the Government: Prime MInister
Legislative branch bicameral Parliament: Senate (105 members) and House of Commons (308 members). New Brunswick has a 55-member elected Legislative Assembly
Judicial branch Supreme Court of Canada, Federal Court of Appeal, Provincial courts of appeal, Federal Court, Tax Court, high courts and provincial courts
GDP per capita rank 10 (2013)

Corporate info

Двигайте таблицу
Shelf companies permitted Legal system Incorporation timescale for a turnkey company Cyrillic alphabet permitted in company name Local registered office
No common law, based on English common law 5-7 days No Yes
Types of entity Sole proprietorship; General Partnership; Limited Liability Partnership; Corporation; Extraprovincial Company; Not-for-profit Company; Branch Office.
Incorporation timescale for a new company 2 days
Company suffix “Limited”, “Limitee”, “Incorporated”, “Incorporee”, or “Corporation” or abbreviation “Ltd.”, “Ltee.”, “Inc.”, or “Corp.”
Sensitive words “co-operative”, “credit union” or “municipal”, “Engineering”, “Nursing Home”, “bank”, “trust”, “insurance”, “stock exchange”, as well as words suggesting connection with government
Local registered agent Yes
Information to be kept at the registered office copies of the articles and the by-laws, and all amendments thereto, and a copy of any unanimous shareholder agreement; minutes of all meetings and resolutions of shareholders; copies of all notices; a share register; the names and addresses of all persons who are or have been directors of the corporation with the several dates at which each became or ceased to be a director; adequate accounting records and records containing minutes of meetings and resolutions of the directors and any committees thereof
Seal required, type of seal not required
Redomiciliation (to, from) permitted permitted

Director and secretary

Двигайте таблицу
Minimum number of directors Residency requirements for directors Corporate directors permitted Disclosure to local agent Disclosure to public
1 (must be a shareholder) Yes No Yes No
Directors’ meetings/frequency/location No compulsory requirements
Company secretary required No
Residency requirements for a secretary No
Qualified secretary required No
Corporate secretary permitted No

Shareholder and beneficiary

Двигайте таблицу
Minimum number of shareholders Residency requirements for shareholders Corporate shareholder permitted Disclosure to local agent Disclosure to public
1 No Yes No No
Meetings/frequency/location Yes / annually / no requirements
Beneficiary info disclosure to No

Shares and share capital

Двигайте таблицу
Minimum authorized share capital Minimum issued share capital Minimum paid share capital Authorized capital payment deadlines Bearer shares permitted
No requirements No requirements No requirements No requirements Yes
Issued capital payment deadlines No requirements
Standard currency Canadian dollar
Standard authorized share capital No
Standard par value of shares No
Shares with no par value permitted Yes

Taxes

Двигайте таблицу
Min. rate for corporate tax Capital gains tax VAT Withholding tax Exchange control
38% 50% of the regular rate 5% 25%/0%/25% No
Personal tax 15-33%
Corporate tax (in detail) The base federal tax rate is 38%.
Capital gains tax. Details Half of the gains from the sale of assets are included in income taxed at regular tax rates.
VAT. Details The federal GST rate is 5%. GST is similar to VAT.
Other taxes Social contributions, Property tax, Land transaction tax
Stamp duty No

Accounts

Двигайте таблицу
Requirement to file accounts Publicly accessible accounts Audit required Requirement to file Annual Return Publicly accessible Annual Return
No No No Yes No
Requirement to prepare accounts Yes
Double tax treaties network 94
Tax Exchange Information Agreement network 24
OECD member Yes
Offshore/onshore status according to the RF laws No

GENERAL INFORMATION

General Info

New Brunswick is a province located in the east part of Canada, one of Canada's three Maritime provinces and is the only province in the Canadian federation that is constitutionally bilingual (English–French).
Total area of New Brunswick is 72.908 sq. km. Population is 751.171 people (2011). Ethnic groups include European (76.7%), Asian (14.2%), Aboriginal (4.3%), Black (2.9%), Latin American (1.2%), multiracial (0.5%), other (0.3%).
The capital of New Brunswick is Fredericton.
The official languages of New Brunswick are English and French.
The official currency is Canadian dollar (CAD). 1 USD is equal to 0.91 CAD.
The climate of New Brunswick is continental, mitigated by the influence of the ocean. It is more severe in the northwest, where about one third of all precipitation falls out in snow, the temperature is several degrees lower than in the center of the province. It is warmer at the seaside in winter and cooler in summer, snow comprise 15-20% of all precipitation.
Time difference with Moscow is - 8 hours.
Literacy rate is 99%.
Calling code of Canada is +1.

History

Canada was founded by Jacques Cartier in 1534. At the beginning of the 17th century the French established their first colonies. In 1610 England founded the city of St. John’s, Newfoundland.
The Seven Years’ War between France and England led to the supremacy of Great Britain over these territories. In 1797 Canada was divided into Lower Canada and Upper Canada which were merged into the united Province of Canada in 1840.
The Province of Canada, Nova Scotia and New Brunswick were united in 1866.
In 1867 Canada was formed as a federal dominion of four provinces: Ontario, Quebec, New Brunswick, and Nova Scotia.
In 1919 Canada joined the League of Nations. In 1945 it was one of the founding members of the United Nations.
Finally, Canada gained its independence in 1982.
At the present time it is a federal state consisting of ten provinces and three territories.

Government Type

Canada has a parliamentary system within the context of a constitutional monarchy.
The head of state is Queen Elizabeth II, who also serves as head of state of 15 other Commonwealth countries and each of Canada's ten provinces. As such, the Queen's representative, the Governor General of Canada carries out most of the federal royal duties in Canada. The Lieutenant-Governor of New Brunswick is the Queen of Canada's representative in the Province of British Columbia.
Executive power is vested in the government - the Cabinet, a committee of ministers of the Crown responsible to the elected House of Commons and chosen and headed by the Prime Minister of Canada, the head of government. To ensure the stability of government, the governor general will usually appoint as prime minister the person who is the current leader of the political party that can obtain the confidence of a plurality in the House of Commons.
Legislative power is vested in the Parliament, comprised by the Queen (represented by the Governor General), Senate and House of Commons. The 105 members of the Senate are not elected but appointed by the Governor General. Their seats are apportioned on a regional basis, and they serve until age 75. The House of Commons consists of 308 members who are elected by simple plurality in an electoral district or riding. New Brunswick has a 55-member elected Legislative Assembly.
Judiciary power is vested in the Queen (the head of judiciary) and Royal courts. All the provincial and federal courts are organized like a four-level pyramid. The Supreme Court of Canada is the highest court instance in the country which delivers final sentence. It controls Federal Court of Appeal as well as all the provincial courts of appeal. The lower courts are Federal Court, Tax Court, high courts and provincial courts.

Economy

Canada is one of the world's wealthiest nations, and is a member of the Organization for Economic Co-operation and Development (OECD) and Group of Eight (G8).
As with other developed nations, the Canadian economy is dominated by the service industry, which employs about three quarters of Canadians. Canada is unusual among developed countries in the importance of the primary sector, with the logging and oil industries being two of Canada's most important. Canada has a mixed economy. According to the index of Heritage Foundation it has a lower level of economic freedom than in the United States, but a higher level than in the most West European countries.
Canada is additionally one of the world's largest suppliers of agricultural products; the Canadian Prairies are one of the most important global producers of wheat, canola, and other grains. Canada is a leading manufacturer of zinc and uranium, and is a leading exporter of many other minerals, such as gold, nickel, aluminum, steel, iron ore, Coking Coal, and lead.
Canada also has a sizeable manufacturing sector centred in southern Ontario and Quebec, with automobiles and aeronautics representing particularly important industries.
Canada is one of the world's top ten trading nations. The largest importers are the United States, Great Britain and Japan.
Canada is one of a few developed countries which exports energy products.
New Brunswick's urban areas have modern, service-based economies dominated by the health care, educational, retail, finance, and insurance sectors. These sectors are reasonably equitably distributed in all three principal urban centers. In addition, heavy industry and port facilities are found in Saint John; Fredericton is dominated by government services, universities, and the military; and Moncton has developed as a commercial, retail, transportation, and distribution center with important rail and air terminal facilities.
The rural primary economy is best known for forestry, mining, mixed farming, and fishing.
Heavy metals, including lead and zinc, are mined in the north around Bathurst. One of the world's largest potash deposits is located in Sussex; a second potash mine, costing over a billion dollars, is in development in the Sussex region. Oil and natural gas deposits are also being developed in the Sussex region.
The most valuable fish catches are lobster, scallops and king crab. The farming of Atlantic salmon in the Passamaquoddy Bay region is an important local industry.

CORPORATE INFORMATION

Legal System

The legal system of Canada is English common law for all matters within federal jurisdiction and in all provinces and territories except Quebec, which is based on the civil law, based on the Custom of Paris in pre-revolutionary France as set out in the Civil Code of Quebec.
In New Brunswick, the legal system is based on English common law.

Types of Entity

The principal forms of business organization in New Brunswick are:
  • Sole proprietorship;
  • General Partnership;
  • Limited Liability Partnership;
  • Corporation;
  • Extraprovincial Company;
  • Not-for-profit Company;
  • Branch Office.

The most common structure in New Brunswick is the corporation.

Corporation

Corporation is a limited liability company with transferable ownership, continuous existence and separate legal entity. It can be formed in one of two ways: provincially and federally. This means that choosing to register your business in Canada as a corporation creates a separate legal entity under the laws of the federal government or one of the provinces or territories. Each jurisdiction has its own laws, but many corporations that operate in more than one province are incorporated federally.
Federal incorporation lets you do business under the same name in all provinces and territories, but it's more expensive and a little more work to setup and maintain.
Provincial incorporation is likely sufficient for most ecommerce business owners operating out of Canada.
If you register a company in New Brunswick, according to the Business Corporations Act for the Province of New Brunswick, there is no requirement for corporations to appoint local Canadian directors. As such, non-Canadian residents can incorporate Canadian corporations in this province.

INCORPORATION

Company Name

Every corporation in Canada must have a name; it may be a corporate name or a numbered name.
Company name must be distinct from the names of all other corporations in New Brunswick.
A corporate name should contain three elements:
  • a distinctive element (such as a surname or other unique term);

  • a descriptive element (e.g., Manufacturing, Consulting, Trading); and

  • a mandatory legal element: Limited, Limitée, Incorporated, Incorporée or Corporation or the corresponding abbreviations, Ltd., Ltée, Inc. or Corp.

A company name should not contain any prohibited words or phrases, such as “co-operative”, “credit union” или “municipal”, “Engineering”, “Nursing Home”, “bank”, “trust”, “insurance”, “stock exchange” , as well as words suggesting connection with government.
Company name should not be obscene or too general.
The Province of New Brunswick has Legislative and Regulatory provisions that prohibit the incorporation/registration of names that are identical or similar to deceptively similar to Nova Scotia corporations.
Numerals may be used in company names as the distinctive element. The incorporation number may be used as the name of a British Columbia company. The accepted format is “123456 N.B. Ltd.”.
A company may have an English or a French name or an English and French name. If a company has both an English and French name it may use either one at any time, or it may use both versions. It should be noted that there is no requirement that the French or English version of a company name be an exact translation, but they must have the same general meaning.
N.B. or (N.B.) may be used at the end of a corporate name, however, if there is a parent company, consent is required. If you want to use “New Brunswick” or “N.B.” as the first words in the name, you should get a special permission.

In order to have the exclusive use of a corporate name in Canada, you must provide two things to Corporations Canada:
  • A NUANS Name Search Report – a document that includes a list of business names and trademarks that sound similar to the name an incorporator is proposing. The list is drawn from NUANS, the national data bank of existing and reserved business names as well as trademarks registered and applied for in Canada. Note that a NUANS Name Search Report is valid for 90 days from the date of the report. If you do not apply to incorporate within this period, you will have to obtain a new report. You can order a NUANS Name Search Report online 
and pay the fees of approximately $20 by credit card, or you can ask for a report from a search house, an independent, private-sector business that charges a fee for advice on the availability of your corporate name choice.
  • Information about the name: The approval of the name may be facilitated if you provide information about your reasons for choosing the name.

An approved federal corporate name offers an extra degree of protection of your rights to that name. Specifically, federal incorporation allows your business to operate using its corporate name right across Canada, which is important if you decide to expand your business to other provinces or territories.
Every incorporating jurisdiction in Canada screens proposed corporate names. However, if you incorporate under the legislation of one province or territory and later want to expand your business to another province or territory, you could find that another corporation is already using a name similar to yours in that other location.
Please note that the Province of Quebec does not currently provide corporate name data to NUANS. It
 is your responsibility to verify with the Registraire des entreprises, Quebec that the chosen corporate name is not used in Quebec by another business.

Instead of asking Corporations Canada to approve a name for your corporation, you can also choose to have a number name assigned (e.g., 1234567 Canada Ltd.). In such cases, Corporations Canada simply assigns the next available number when processing the articles. You must ask
for a number name when you apply for your Articles of Incorporation. A NUANS Name Search Report is not needed.
Many companies choose this option when a corporate name is not important to their business. This ensures faster processing and saves the expense of a NUANS Name Search Report.
Another option is to apply for a number name and ask
 for a name change later. To replace a number name by
a corporate name, you must amend your Articles of Incorporation by filing Articles of Amendment and paying the $200 fee. In this case, a NUANS Name Search Report is required.
Some incorporators choose this option when they want to incorporate a business but do not have enough time to obtain approval for a corporate name.

Incorporation

To incorporate a company in New Brunswick, the following steps are required:
1. Select a proposed name and obtain a NUANS name search report
The name search report must be a current report, i.e. one done within 90 days of receipt by the Registry. The Corporate Registry will review the NUANS report to determine whether the proposed name is suitable for incorporation/registration.
2. Prepare Articles of Incorporation and other required documents
In order to apply for corporation registration in Corporate Registry, it is required to complete the following forms:
  • Form 1 Articles of Incorporation,
  • Form 2 Notice of Registered Office and
  • Form 4 Notice of Directors.

3. File an Incorporation Application with the Corporate Registry
The Incorporation Application must be submitted electronically over the Internet by visiting Corporate Online at http://www.snb.ca. When the filing is completed, the company is incorporated and you will be assigned an incorporation number at that time.
After you have filed the Incorporation Application electronically and the company is incorporated, the Corporate Registry will send you the original Certificate of Incorporation.
The fee to incorporate a company by filing an Incorporation Application using Corporate Online is $262.00.
It take one to two business days to incorporate a company. Certificate of Incorporation is available from the New Brunswick Corporate Registry in 3 to 5 business days.

Local Registered Office

A corporation shall at all times have a registered office within New Brunswick.
A corporation shall prepare and maintain, at its registered office or at any other place in New Brunswick designated by the directors, records containing:
  • copies of the articles and the by-laws, and all amendments thereto, and a copy of any unanimous shareholder agreement;
  • minutes of all meetings and resolutions of shareholders;
  • copies of all notices;
  • a share register;
  • the names and addresses of all persons who are or have been directors of the corporation with the several dates at which each became or ceased to be a director;
  • adequate accounting records and records containing minutes of meetings and resolutions of the directors and any committees thereof.

The records described in subsection shall be kept at the registered office of the corporation or at such other place as the directors think fit and shall at all reasonable
times be open to inspection by the directors.

Seal

A Canadian corporation is not required to have a seal. If you want to have a corporate seal for your corporation, you may purchase one from a legal stationery store or commercial supplier.

Redomicile

The redomiciliation of companies to or from New Brunswick is permitted.
To apply for continuance into New Brunswick, a company should:
  • File Form 7 (Articles of Continuance), Form 2 (Notice of Registered Office or Notice of Change of Registered Office) and Form 4 (Notice of Directors or Notice of Change of Directors), in duplicate with the Corporate Registry.
  • Pay fee of $362.
  • Do a proper NUANS name search (except where the corporation is registered as an extra-provincial corporation under the Act).
  • File an approval in writing from Director/Registrar of the jurisdiction. This will be a letter of satisfaction, certificate of discontinuance or other document issued by the proper officer of the incorporating jurisdiction that indicates that the body corporate is authorized under the laws of the jurisdiction in which it was incorporated or continued to apply for articles of continuance. The mailing address and fax # of the Director/Registrar should be provided where such approval is from a non-Canadian jurisdiction.

If continuing in from outside Canada, additional requirements are as follows:
  1. Directors and shareholder resolutions authorizing the continuance, and approving any amendments to charter.
  2. Directors resolution no changes to the charter will be done until application for continuance is proceeded with.
  3. Legal opinion to Director (Business Corporations Act) from outside counsel that corporation may continue out of the jurisdiction to New Brunswick (enclosed copy of relevant legislation/section of).
  4. Certified copies of charter documents.
  5. Certificate of good standing.
  6. Authentication procedure for documents signed by the proper official in the exporting jurisdiction. Signature should be authenticated through External Affairs Canada or embassy official in Canada of that exporting jurisdiction.

To continue in another jurisdiction, the requirements are as follows:
  • Indicate name of corporation, corporation No.
  • The laws of the jurisdiction to which the corporation will apply for an instrument of continuance provide in effect that 1) The property of the corporation continues to be the property of the body corporate; 2) The body corporate continues to be liable for the obligations of the corporation; 3) An existing cause of action, claim or liability to prosecution is unaffected; 4) A civil, criminal, or administrative action or proceeding pending by or against the corporation may be continued to be prosecuted by or against the body corporate; and 5) A conviction against the corporation may be enforced against the body corporate or a ruling, order or judgment in favor of or against corporation may be enforced by or against the body corporate.
  • The corporation believes the proposed continuance will not adversely affect creditors or shareholders of the corporation.
  • The application should be authorized by the shareholders of the corporation.
  • The corporation undertakes to ensure the Director will receive a notice of continuance of the corporation forthwith so that a certificate of discontinuance may be issued.

The Fee for continuance in another jurisdiction is $362.

COMPANY STRUCTURE

Directors

A company in New Brunswick should at least have one director, as well as a Canadian federal company. A director must be:
  • at least 19 years old;
  • of sound mind (i.e., not a person a court has determined to be of unsound mind);
  • an individual (a corporation cannot be a director); and
  • not in bankrupt status.

While at least 25 percent of the directors of a federal corporation must be resident Canadians, or if a corporation has fewer than four directors, then at least one of them must be a resident Canadian, resident Canadian directors are not required in accordance with the British Columbia Business Corporations Act.
Directors’ details are searchable only if corporate name is known.
Most boards of directors meet on a regular basis to oversee the business operations of the corporation. Such meetings may be held monthly, quarterly or annually, depending on the needs of the corporation. Directors may also need to meet occasionally to conduct special business.
Meetings of the board can be held whenever and wherever the board wishes, unless the corporation’s by-laws or Articles say otherwise. In all cases, however, a quorum of directors must be present.
Directors may conduct business through signed resolutions instead of meetings. Note, however, that in such situations the signatures of all directors are required. These signed resolutions have the same value as they would have if they were adopted at a meeting of the board of directors. This way of conducting the business of the corporation can be very useful for small companies with only one or a few directors.
Note that it is also possible for one or more directors to participate in a meeting by telephone or electronically, as long as the corporation’s by-laws permit it and as long as all participants in the meeting can communicate fully.

Secretary

Corporate Secretary is not required. An individual may hold more than one of the positions in a corporation. For example, the same individual may be a shareholder, a director and a secretary, or even the sole shareholder, sole director and sole secretary.

Shareholders

In New Brunswick, one or more individuals 19 years of age or older who are of sound mind and not in a state of bankruptcy may form a corporation. Similarly, one or more corporations or bodies corporate may incorporate a business.
A person becomes a shareholder by buying shares, either from the corporation or from an existing shareholder. A person ceases to be a shareholder once his or her shares are sold either to a third party or back to the corporation (in accordance with the terms of the Articles of Incorporation) or when the corporation is dissolved.
After paying for their shares, shareholders have the right to:
  • vote at the shareholders’ meeting (according to the class of shares);
  • share in the profits (dividends) of the corporation (according to the class of shares);
  • share in the property of the corporation upon dissolution;
  • be called to and participate in shareholders’ meetings;
  • elect and dismiss directors;
  • approve by-laws and by-law changes;
  • appoint the auditor of the corporation (or waive the requirement for an auditor);
  • examine and copy corporate records, financial statements and directors’ reports;
  • receive the corporation’s financial statements at least 21 days before each annual meeting; and
  • approve major or fundamental changes (such as those affecting a corporation’s structure or business activities).

The shareholders’ liability in a corporation is limited to the amount they paid for their shares; shareholders are usually not liable for the corporation’s debts. At the same time, shareholders usually do not actively run the corporation.
Shareholders who are entitled to vote can attend an annual shareholders’ meeting. A notice of this meeting is sent not more than 60 days and not less than 21 days before the meeting date. For example, if the meeting is to take place on May 20, the notice should be sent no sooner than March 22 and no later than April 30.
The directors of a corporation must call the first shareholders’ meeting within 18 months of the corporation’s date of incorporation. This meeting is usually held after the first organizational meeting of the directors.
A corporation must hold a shareholders’ meeting on a date that is no later than 15 months after holding the last preceding annual meeting, but no later than six months after the end of its preceding financial year.
In a small business where one or two people act as directors, officers and shareholders, meetings are not necessary. Shareholders in these corporations often prefer to act through written resolutions. If every shareholder signs a written record that sets out the terms of the necessary resolutions, then a shareholders’ meeting is not needed.
The annual meeting must be held in New Brunswick. An annual meeting may be held outside New Brunswick only in cases where the corporation’s articles permit it or if all voting shareholders agree.
Also, where the corporation’s by-laws permit it, the directors of a corporation may decide that a meeting of shareholders will be held entirely by means of a telephonic, electronic or other communication means that will permit all participants to communicate adequately with each other during the meeting. In such cases, it is the responsibility of the corporation to make these facilities available.

Beneficiary

Despite the fact that many jurisdictions are discussing an issue of introducing an open register of beneficiaries, there is no such a register yet, including Canada. This means that beneficiaries’ details do not appear on a public profile. The identity of the beneficial owner of a Canadian company is treated as strictly confidential and must be disclosed as part of the obligatory due diligence to service providers including firms specializing in company formation, trust managers, lawyers, and accountants, as well as to the auditor. It can only be disclosed by them in the cases stipulated by law and following statutory procedure.

Share Capital and Shares

There is no minimum share capital in New Brunswick. Capital can be denominated in any currency. The standard currency is Canadian dollar.
One of a corporation’s first activities following incorporation is to issue shares.
The corporation cannot issue a share until it actually receives full consideration (payment) for that share. This consideration is generally in the form of money, although it can also be in the form of services or property given to the corporation. A person’s payment for the share(s), in a form agreed upon by the directors, represents that person’s investment in the corporation.
Once a share has been issued, the shareholder is entitled to a share certificate. This certificate must state:
  • the corporation’s name, as set out in the Articles of Incorporation;
  • the name of the shareholder; and
  • the number and class of shares it represents.

Shares of a corporation may be with nominal or par value or without nominal or par value or of both kinds.

DISSOLUTION AND LIQUIDATION

Dissolution

A corporation that has not issued any shares may be dissolved at any time by resolution of all the directors. A corporation that has no property and no liabilities may be dissolved by special resolution of the shareholders or, where it has issued more than one class of shares, by special resolutions of the holders of each class whether or not they are otherwise entitled to vote.
A corporation that has property or liabilities or both may be dissolved by special resolution of the shareholders or, where it has issued more than one class of shares, by special resolutions of the holders of each class whether or not they are otherwise entitled to vote.
Articles of dissolution in prescribed form shall be sent to the Director. Upon receipt of articles of dissolution, the Director shall issue a certificate of dissolution. The corporation ceases to exist on the date shown in the certificate of dissolution.

Voluntary Liquidation and Dissolution

The directors may propose the voluntary liquidation and dissolution of a corporation. A corporation may be liquidated and dissolved by special resolution of the shareholders ratifying a proposal by the directors, and, where the corporation has issued more than one class of shares, special resolutions of the holders of each class, whether or not they are otherwise entitled to vote, shall be required ratifying such directors' proposal.
A statement of intent to dissolve in prescribed form shall be sent to the Director. Upon receipt of a statement of intent to dissolve, the Director shall issue a certificate of intent to dissolve. Upon issue of a certificate of intent to dissolve, the corporation shall cease to carry on business except to the extent necessary for the liquidation, but its corporate existence continues until the Director issues a certificate of dissolution. After issue of a certificate of intent to dissolve, the corporation shall
  • immediately cause notice thereof to be sent or delivered to each known creditor of the corporation;
  • forthwith publish notice thereof once a week for four consecutive weeks in a newspaper published or distributed in the place where the corporation has its registered office and take reasonable steps to give notice thereof in each province in Canada where the corporation was carrying on business at the time it sent the statement of intent to dissolve to the Director;
  • proceed to collect its property, to dispose of properties that are not to be distributed in kind to its shareholders, to discharge all its obligations and to do all other acts required to liquidate its business; and
  • after giving the notice required under paragraphs (a) and (b) and adequately providing for the payment or discharge of all its obligations, distribute its remaining property, either in money or in kind, among its shareholders according to their respective rights.

Articles of dissolution in prescribed form shall be sent to the Director. Upon receipt of articles of dissolution, the Director shall issue a certificate of dissolution. The corporation ceases to exist on the date shown in the certificate of dissolution.

TAXATION

Personal Income Tax

Residents of Canada pay income tax on their worldwide income, non-residents on income from sources in Canada.
Income tax is levied at the federal level and at the level of 10 provinces and 3 territories.
Federal tax is levied on a progressive scale:
  • Income up to CAD 49,020 – 15%
  • Income from CAD 49,020 to 98,040 – 20.5%
  • Income from CAD 98,040 to 151,978 – 26%
  • Income from CAD 151,978 to 216,511 – 29%
  • Income over CAD 216,511 – 33%

The provinces and territories set their own tax rates and income levels to which they apply. These rates are also progressive, ranging from 4% to nearly 26% depending on the income level and the province or territory. The determination of taxable income is the same as the federal one, with the exception of Quebec.
There is also a specially calculated alternative minimum tax payable if it exceeds the regular tax. The alternative minimum tax may be credited in future years against the regular tax if the regular tax liability exceeds the alternative minimum tax level.
Half of the gains from the sale of assets are included in the income taxed at the ordinary rates. There are special rules for determining the profit from the sale of shares and dividends for tax purposes.

Corporate Income Tax

Canadian companies are taxed on their worldwide income, non-resident companies are taxed on Canadian-sourced income.
The basic federal tax rate is 38%. It is reduced to 28% for income generated in the province or territory of Canada. There are reduced rates for small companies, for manufacturing companies, etc. Regarding the income generated in the province/territory, a provincial/territorial income tax is also levied, the rates of which generally range from 2% to 16% depending on the size of the profit and the particular province/territory.
Half of the gains from the sale of assets are included in the income taxed at the ordinary rates. There are special rules for determining the profit from the sale of shares and dividends for tax purposes. Dividends from Canadian companies, as a general rule, are not taxed in the hands of a receiving Canadian company.

CFC Rules

A foreign affiliated company is a foreign company in which a Canadian resident holds at least 1% of the capital and, together with related parties, at least 10%. In the case of more than 50% holding, a foreign company is considered as controlled.
Certain types of income of a foreign affiliated company are included in the taxpayer’s taxable income. Usually this is income from property, passive income with a few exceptions, and certain capital gains.

Withholding Tax

Withholding tax on dividends and royalties is levied at the rate of 25%. Interest paid to unrelated parties is not subject to withholding tax.
The tax may apply to certain other types of income.
The tax rates can be reduced under double tax treaties (DTT).

VAT (Goods and Services Tax – GST)

The federal GST rate is 5%. GST is similar to VAT. A similar tax may also apply at the provincial level. For example, five provinces levy HST (Harmonized Sales Tax) according to rules similar to GST at the rates ranging from 13% to 15%. Quebec levies a similar tax on certain transactions at the rate of around 10%. Several other provinces have introduced provincial retail sales taxes applying their own rules and rates.

Property Tax

Property taxes are levied by municipalities and provinces/territories.

Land Transfer Tax

The tax is levied by provinces and territories. The rates generally range from 0.02% to 3%; the rates are usually higher for non-residents, who may be subject to an additional tax.

Double Tax Agreements

Canada has exchange of information relationships with 118 jurisdictions through:
  • 94 DTCs: Algeria, Argentina, Armenia, Australia, Austria, Azerbaijan, Bangladesh, Barbados, Belgium, Bermuda, Brazil, Bulgaria, Cameroon, Chile, China, Colombia, Croatia, Cyprus, Czech Republic, Cote d'Ivoire, Denmark, Dominican Republic, Ecuador, Egypt, Estonia, Finland, France, Gabon, Germany, Greece, Guyana, Hong Kong, Hungary, Iceland, India, Indonesia, Ireland, Israel, Italy, Jamaica, Japan, Jordan, Kazakhstan, Kenya, Korea (Republic of), Kuwait, Kyrgyzstan, Latvia, Lebanon, Lithuania, Luxembourg, Malaysia, Malta, Mexico, Moldova (Republic of), Mongolia, Morocco, Namibia, Netherlands, New Zealand, Nigeria, Norway, Oman, Pakistan, Papua New Guinea, Peru, Philippines, Poland, Portugal, Romania, Russian Federation, Senegal, Serbia, Singapore, Slovakia, Slovenia, South Africa, Spain, Sri Lanka, Sweden, Switzerland, Tanzania, Thailand, Trinidad and Tobago, Tunisia, Turkey, Ukraine, United Arab Emirates, United Kingdom, United States, Uzbekistan, Venezuela, Vietnam, Zambia, Zimbabwe.
  • 24 TIEAs: Anguilla, Aruba, Bahamas, Bahrain, Brunei Darussalam, Cayman Islands, Cook Islands, Costa Rica, Curacao, Dominica, Guernsey, Isle of Man, Jersey, Liechtenstein, Panama, Saint Kitts and Nevis, Saint Lucia, Saint Vincent and the Grenadines, San Marino, Sint Maarten, Turks and Caicos Islands, Uruguay, Virgin Islands (British).

Exchange Control

There are generally no restrictions on foreign exchange transactions.

ACCOUNTS

Accounting Records

Canadian corporations must prepare and maintain accounting records. There is no requirement for these accounting records to be available for consultation by shareholders.

Financial Statements

A corporation must prepare financial statements. There is no requirement to file these statements with Corporations Canada.
Financial statements must be prepared in accordance with the Generally Accepted Accounting Principles, as set out in the Canadian Institute of Chartered Accountants Handbook - Accounting.
You must provide copies of your financial statements to your shareholders at least 21 days before your corporation’s annual meeting each year.

Audit

At the shareholders’ meeting, shareholders must, by ordinary resolution, appoint an auditor to audit the corporation’s financial statements. However, shareholders may decide by a unanimous resolution (voting and non-voting shares) not to appoint an auditor.
The requirement for an auditor increases the reliability of the financial statements and improves protection for stakeholders.

Annual Return

Generally speaking, Annual Return is a short review on the current state of the company, which is prepared by the company secretary annually. As a rule it includes the following information:
  • Incorporation information (registration date, registered address);
  • Information about directors and their resignation;
  • Information about secretaries and their resignation;
  • Information about registered capital, nominal value of shares and amount of issued shares;
  • Information about shareholders and share transfer.

Like federally incorporated businesses, all corporations in British Columbia must file Annual Return every year with Corporate Registry within 60 days after its anniversary date. The anniversary date is the date the corporation was created (i.e., the date of incorporation, amalgamation or continuance). For purposes of filing the Annual Return, the anniversary date consists of the month and the day of the month. The anniversary date can be found on the corporation’s Certificate of Incorporation, Amalgamation or Continuance.
The Annual Return is a document that provides information about your corporation. This information lets Corporate Registry make sure that your corporation complies with certain requirements of the law. It also allows Corporations Canada to maintain its database of federal corporations. Note that the annual return is not the corporation’s tax return which must be filed with the Canada Revenue Agency.
The Annual Return can either be completed and filed: online at the Corporate Registry website, by email, fax or mail: you can download the Annual Return form on the Corporate Registry website. You can also obtain a paper copy from Corporate Registry.

Tax Returns

The tax year coincides with the financial year. It can be set at the choice of the company, but cannot exceed 53 weeks.
Corporate income tax returns are filed within 6 months of the tax year-end.
Advance tax payments are made monthly, in some cases quarterly.
The final tax payment is made within 2 months of the tax year-end.

International law relations

Двигайте таблицу
Party to the Hague Convention (Apostille) Legal system Double tax treaties network OECD member Offshore/onshore status according to the RF laws
No common law, based on English common law 94 Yes No

Public authorities and legal acts

Двигайте таблицу
List of laws and regulations
Act name Scope of law
Canada Business Corporations Act corporations
Canada Business Corporations Regulations corporations
Competition Act competition
Income Tax Act income tax
Income Tax Regulations income tax
Business Corporations Act, Chapter B-9.1 corporations (NB)
Companies Act, Chapter С-13 not-for-profit companies (NB)
Partnerships and Business Names Registration Act names registration
Limited Partnership Act limited partnership
Partnership Act partnership
Corporations Act corporations (NB)
Winding-up Act winding-up
Harmonized Sales Tax Act HST (NB)
Real Property Tax Act real property tax (NB)
Tax treaties entered Algeria, Argentina, Armenia, Australia, Austria, Azerbaijan, Bangladesh, Barbados, Belgium, Bermuda, Brazil, Bulgaria, Cameroon, Chile, China, Colombia, Croatia, Cyprus, Czech Republic, Côte d'Ivoire, Denmark, Dominican Republic, Ecuador, Egypt, Estonia, Finland, France, Gabon, Germany, Greece, Guyana, Hong Kong, Hungary, Iceland, India, Indonesia, Ireland, Israel, Italy, Jamaica, Japan, Jordan, Kazakhstan, Kenya, Korea (Republic of), Kuwait, Kyrgyzstan, Latvia, Lebanon, Lithuania, Luxembourg, Malaysia, Malta, Mexico, Moldova (Republic of), Mongolia, Morocco, Namibia, Netherlands, New Zealand, Nigeria, Norway, Oman, Pakistan, Papua New Guinea, Peru, Philippines, Poland, Portugal, Romania, Russian Federation, Senegal, Serbia, Singapore, Slovakia, Slovenia, South Africa, Spain, Sri Lanka, Sweden, Switzerland, Tanzania, Thailand, Trinidad and Tobago, Tunisia, Turkey, Ukraine, United Arab Emirates, United Kingdom, United States, Uzbekistan, Venezuela, Viet nam, Zambia, Zimbabwe
Tax Exchange Information Agreement (TEIA) Anguilla, Aruba, Bahamas, Bahrain, Brunei Darussalam, Cayman Islands, Cook Islands, Costa Rica, Curaçao, Dominica, Guernsey, Isle of Man, Jersey, Liechtenstein, Panama, Saint Kitts and Nevis, Saint Lucia, Saint Vincent and the Grenadines, San Marino, Sint Maarten, Turks and Caicos Islands, Uruguay, Virgin Islands (British)
List of state regulatory authorities
Government of Canada http://www.canada.ca/en/index.html?utm_medium=decommissioned+site&utm_campaign=Canada+Site+Redirect+Tracking&utm_source=canada.gc.ca/menu-eng.html&utm_content=Launch+Tracking
Canada Department of Justice http://www.justice.gc.ca/eng/
Canada Revenue Agency http://www.cra-arc.gc.ca/menu-eng.html
Corporations Canada http://www.corporationscanada.ic.gc.ca/eic/site/cd-dgc.nsf/eng/home
Canada Business Network http://www.canadabusiness.ca/eng/
NUANS Corporate name search http://www.nuans.com/nuansinfo_en/home-accueil_en.cgi
BizPal http://www.bizpal.ca/en/
Bank of Canada http://www.bankofcanada.ca/?_ga=1.239112899.1559606440.1398271160
Canada Tourism Commission http://en-corporate.canada.travel
Province of New Brunswick http://www2.gnb.ca/
New Brunswick Corporate Registry https://www.pxw1.snb.ca/snb7001/e/2000/2500e.asp

    Associate Partner:

    TMF Group

    TMF Group was founded in 1988. With operations in more than 75 countries across the Americas, Asia Pacific, Europe, Africa and the Middle East, we focus on providing specialised and business-critical financial, corporate secretarial and human resource administrative services. This enables you to accelerate your growth and operate your corporate structures, financial vehicles and investment funds in different locations without using multiple providers. We help to reduce risk, control costs and simplify operations.

    New Brunswick Corporation Registration

    Consultants

    YOUR CONSULTANT

    If you are ALREADY a GSL customer

    Write or call now

    Sign up for a consultation

    c  !

    Your question was successfully sent to the GSL office.

    — In the near future you will receive a detailed answer to it. Typically, the response rate does not exceed 24 hours.

    — If your question is urgent, you can always contact me on the office or mobile phone number listed on the site or chat on Skype.


    Regards, If you are ALREADY a GSL customer YOUR CONSULTANT

    Contact method: and / or

    Aniko Sebok

    GSL Law & Consulting Lawyer, Head of UK GSL office

    Office phone:

    +44 207 002 1307

    Write or call now

    Sign up for a consultation

    c  !

    Your question was successfully sent to the GSL office.

    — In the near future you will receive a detailed answer to it. Typically, the response rate does not exceed 24 hours.

    — If your question is urgent, you can always contact me on the office or mobile phone number listed on the site or chat on Skype.


    Regards, GSL Law & Consulting Lawyer, Head of UK GSL office Aniko Sebok

    Contact method: and / or

    Valerija Filipova

    GSL Law & Consulting Lawyer, London Office

    Office phone:

    +44 207 822 8592

    Office phone:

    +44 207 822 8594

    Write or call now

    Sign up for a consultation

    c  !

    Your question was successfully sent to the GSL office.

    — In the near future you will receive a detailed answer to it. Typically, the response rate does not exceed 24 hours.

    — If your question is urgent, you can always contact me on the office or mobile phone number listed on the site or chat on Skype.


    Regards, GSL Law & Consulting Lawyer, London Office Valerija Filipova

    Contact method: and / or

    I want to order «»

    Contact method: and / or
    RU EN