How to Incorporate in New Brunswick: Fees, Name Rules and Filings

What it costs

New Brunswick corporations are created under the Business Corporations Act. Filings go to the Corporate Registry at Service New Brunswick, through the Corporate Registry online filing centre. The registry prints a single e-filing figure of $262.00 for a Certificate of Incorporation, and that figure already carries the mandatory $12.00 Royal Gazette publication fee inside it.

The paper route is dearer at $312.00 regular or $362.00 expedited, and both include the $12.00 Royal Gazette charge. Later charges include a Certificate of Amendment at $212.00 and a Certificate of Revival at $262.00. A named corporation also needs a NUANS report, which is sold by private search houses rather than by the province, so it has no government price. See every fee we charge and every 2026 government registry fee in one table.

How long it takes

Our preparation runs to two business days from a complete intake form. Everything below that line belongs to Service New Brunswick. A standard paper filing takes about 10 business days and the expedited paper service about 2 business days. We file electronically, which avoids the paper queue. The registry states its times are approximate, vary with volume, and depend on a complete application with no discrepancies.

Corporate name rules in New Brunswick

A New Brunswick corporate name is built from three parts. The distinctive element is the coined or unusual word that separates your corporation from every other one on the register. The descriptive element says what the business does. The legal element is the corporate ending that tells the public the entity has limited liability, such as Limited, Limitée, Incorporated, Incorporée or Corporation, or the abbreviations Ltd., Ltée, Inc. and Corp. New Brunswick is officially bilingual, so the French endings sit on the same footing as the English ones.

New Brunswick uses the NUANS system, which surprises owners moving from Saskatchewan or Newfoundland and Labrador. You must obtain a New Brunswick NUANS name search report before your articles are filed, and it must have been completed within the last 90 days; a report older than that is sent back and a new one requested. It is bought from a private search house rather than from Service New Brunswick. The Corporate Registry still decides whether the name is suitable, so do not commit to signage or letterhead until the registry has approved it. See how the NUANS name search works.

A name is refused if it is identical or deceptively similar to a name already on record, assessed on sound and line of business as well as spelling. Words implying government backing are refused, and words tied to a regulated profession or to insurance need written consent from the body that regulates them.

The alternative is a numbered company, where the Corporate Registry assigns the number in place of a word name. It suits a holding company permanently and an operating company temporarily: incorporate under the number now and file a Certificate of Amendment at $212.00 later if you want a word name on the certificate.

Director and officer requirements

A New Brunswick corporation must have one or more directors, so a single-owner company can incorporate with one director and expand the board later. A director must be an individual of at least 19 years of age who has not been found incapable of managing their own affairs and is not a bankrupt.

There is no Canadian residency requirement for directors of a New Brunswick corporation. This is a real point of difference from the federal Canada Business Corporations Act, which requires under section 105(3) that 25 percent of directors be resident Canadians, and from Manitoba, which applies the same test.

A non-resident owner therefore does nothing special: keep the whole board offshore, own all the shares from abroad, and incorporate provincially rather than federally. What a non-resident still needs is a physical New Brunswick address for the registered office and a plan for banking, because a Canadian bank applies its own identification rules regardless of what the statute permits. Any change of directors must be filed within 15 days. See director residency requirements.

Registered office and records

Every New Brunswick corporation must at all times have a registered office within New Brunswick, at a physical address rather than a post office box. The address is recorded on the Notice of Registered Office, which is filed together with the articles, and any change must be reported to the registry within 15 days.

Corporate records are kept by the corporation rather than filed with the registry, at the registered office or at another place the directors choose.

Annual filing requirements

Two separate obligations fall due every year and they are routinely confused. One goes to Service New Brunswick and keeps the corporation on the register. The other goes to the Canada Revenue Agency and reports income. Filing one does not satisfy the other.

The T2 is a tax return filed with the Canada Revenue Agency under the Income Tax Act. It has nothing to do with Service New Brunswick and it runs off your fiscal year end rather than your incorporation anniversary. A corporation that pays its $60.00 annual return on time every year can still be years behind on its T2 returns. We put both dates in writing when your certificate is issued.

Minute book requirements

The Business Corporations Act requires every New Brunswick corporation to prepare and maintain records containing:

• copies of the articles and the by-laws, with all amendments, and any unanimous shareholder agreement;
• minutes of all meetings and resolutions of shareholders;
• copies of the notices of directors and of registered office;
• a securities register, recording every holder, their address and the number of shares held, with a register of transfers;
• the names and addresses of all persons who are or have been directors;
• adequate accounting records, and minutes and resolutions of directors and of any committee of directors; and
• a register of individuals with significant control.

Since 10 June 2022 a New Brunswick corporation must keep a register of individuals with significant control, meaning individuals holding 25 per cent or more of the voting rights or of the outstanding voting shares, directly, beneficially or through control. It records each person’s name, date of birth, address, country of tax residence, the dates control began and ended, and how control is held, and it is updated at least once a year and within 15 days of learning of a change.

What a bank, a lender or a buyer asks for is narrower than the statutory list. A bank opening the business account wants the certificate of incorporation and the articles, the director register, the securities register, the by-laws and the banking resolution. A lender taking security wants the same plus evidence that the directors authorized the borrowing. A buyer in a share sale asks for the complete book, and every gap in the share register becomes a price adjustment at closing.

Should you incorporate in New Brunswick or federally

Incorporate in New Brunswick if your customers, your staff and your premises are in the province. New Brunswick costs $262.00 against $200.00 federally, so federal looks cheaper on day one, but a federal corporation that operates in New Brunswick must also file a Statement of Registration at $212.00 and then an extra-provincial annual return at $200.00 every year instead of the provincial $60.00. That $140.00 annual gap compounds for the whole life of the company.

Incorporate federally if you will genuinely operate in more than one province, if you want your corporate name protected nationally, or if a supplier, franchisor or investor has asked for a federal entity. Federal status does not exempt you from provincial registration anywhere you carry on business. See federal incorporation for $35 plus the $200 registry fee.

The director residency rule is the strongest single reason to choose New Brunswick over federal. If the owners live outside Canada, the federal 25 percent resident Canadian test forces you to find a Canadian director. New Brunswick imposes no such test, so the board can be entirely non-resident and the shares entirely foreign-owned.

Where a New Brunswick business is genuinely local, the provincial route is usually the right one. We tell you which of the two you are before you pay anything, and we show the multi-year figure rather than the day-one figure.

What a CPA checks before you incorporate in New Brunswick

The name is the first live risk. New Brunswick requires a NUANS report completed within the last 90 days before the articles are filed, bought from a private search house rather than from Service New Brunswick. The report is evidence, not approval, so nothing goes on a truck door until the registry accepts the name.

There is no Canadian residency requirement here, so a board may sit entirely offshore. What we confirm instead is a physical New Brunswick registered office and a banking plan, because a bank applies its own identification rules whatever the statute allows.

HST matters more in this province than in most. The rate is 15 percent, registration becomes mandatory once taxable supplies pass $30,000 over four consecutive calendar quarters, and registering voluntarily before that recovers input tax credits on fit-out and equipment.

Share classes are drafted for the structure you expect in five years, not day one. A spouse or adult child on a non-voting class only produces a usable dividend if section 120.4 of the Income Tax Act is satisfied, so the excluded business and excluded shares tests are run before the shares are issued.

Then the dates. Your fiscal year end sets the T2. The annual return goes to Service New Brunswick at $60.00 e-filed every year.

We close on the money out: salary against dividends for year one, whether the $500,000 small business deduction is shared with an associated corporation, whether a holding company earns its keep yet, and whether a section 85 rollover should carry a proprietorship’s goodwill across.