Acts and Regulations

B-9.1 - Business Corporations Act

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Definitions and interpretation
1(1)In this Act
“affairs” means the relationships among a corporation, its affiliates and the shareholders, directors and officers of such bodies corporate but does not include the business carried on by such bodies corporate;(affaires internes)
“affiliate” means an affiliated body corporate within the meaning of subsection (2);(affilié)
“anniversary month” means the month of each year that is the same as the month in which the corporation was incorporated or continued under this Act or became subject to this Act under paragraph 2(1)(b), unless the corporation was incorporated under any other Act of the Legislature and voluntarily continued under this Act or was deemed to have been continued under paragraph 2(1)(c), in which case it means the month of each year that is the same as the month in which the corporation was incorporated under such other Act of the Legislature;(mois anniversaire)
“articles” means the original or restated articles of incorporation and any articles of amalgamation, articles of continuance, articles of reorganization, articles of arrangement, articles of dissolution, articles of revival and articles of amendment, letters patent, supplementary letters patent and a special Act and any amendments thereto;(statuts)
“associate” when used to indicate a relationship with any person means(associé)
(a) a body corporate of which that person beneficially owns or controls, directly or indirectly, shares or securities currently convertible into shares carrying more than ten per cent of the voting rights under all circumstances or by reason of the occurrence of an event that has occurred and is continuing or a currently exercisable option or right to purchase such shares or such convertible securities,
(b) a partner of that person acting on behalf of the partnership of which they are partners,
(c) a trust or estate in which that person has a substantial beneficial interest or in respect of which he serves as a trustee or in a similar capacity,
(d) a spouse of that person or an individual who is cohabiting with that person in a conjugal relationship, having so cohabited for a period of at least one year,
(d.1) a child of that person or of the spouse or individual referred to in paragraph (d), and
(e) a relative of that person or of the spouse or individual referred to in paragraph (d), if that relative has the same residence as that person;
“auditor” includes a partnership of auditors or an auditor that is incorporated;(vérificateur)
“beneficial interest” or “beneficial ownership” includes ownership through a trustee, personal representative, agent or other intermediary and, in the case of a security, includes the interest of an entitlement holder, as defined in the Securities Transfer Act, with respect to that security, but does not include the interest of an entitlement holder that is a securities intermediary, as defined in the Securities Transfer Act, that has established a security entitlement, as defined in the Securities Transfer Act, in favour of its entitlement holder with respect to that security; (droit à titre de bénéficiaire) ou (propriété à titre de bénéficiaire)
“body corporate” includes a company or other body corporate wherever or however incorporated;(personne morale)
“body corporate” Repealed: 2023, c.2, s.2
“certificated security” means a certificated security as defined in the Securities Transfer Act;(valeur mobilière avec certificat)
“corporation” means a body corporate incorporated or continued under this Act or to which this Act applies and not discontinued under this Act;(société) ou (société par actions)
“corporation” Repealed: 2023, c.2, s.2
“Court” means The Court of King’s Bench of New Brunswick;(Cour)
“debt obligation” means a bond, debenture, note or other evidence of indebtedness or guarantee of a corporation, whether secured or unsecured;(titre de créance)
“Director” means the Director appointed under section 184 and includes a deputy director authorized under section 184 to carry out the duties and to exercise the powers of the Director under this Act;(Directeur)
“director” means a person occupying the position of director of a corporation by whatever name called and “directors” and “board of directors” includes a single director;(administrateur)
“extra-provincial corporation” means a body corporate incorporated or created otherwise than by or under an Act of the Legislature;(société extraprovinciale)
“extra-provincial corporation” Repealed: 2023, c.2, s.2
“individual” means a natural person;(particulier)
“liability” includes an obligation arising under a contract referred to in section 39, under a claim referred to in subsection 131(25) and under an order referred to in paragraphs 166(3)(f) and (g);(passif)
“ordinary resolution” means a resolution passed by a majority of the votes cast by the shareholders who voted in respect of that resolution;(résolution ordinaire)
“person” means an individual, partnership, association, body corporate or personal representative;(personne)
“personal representative” means a person who stands in place of and represents another person, including a trustee, an executor, an administrator, a liquidator of a succession, an attorney for property, an administrator of the property of others, a guardian or tutor, a curator, a receiver or an agent;(représentant personnel)
“prescribed” means prescribed by or pursuant to the regulations;(prescrit)
“redeemable share” means a share issued by a corporation(action rachetable)
(a) that the corporation may purchase or redeem upon the demand of the corporation, or
(b) that the corporation is required by its articles to purchase or redeem at a specified time or upon the demand of a shareholder;
“registered form” means a registered form as defined in the Securities Transfer Act;(nominatif)
“registered office” means the office of a corporation located in New Brunswick in the place and at the address specified in the notice most recently filed under section 17;(bureau enregistré)
“security” means a share of any class or series of shares or a debt obligation of a corporation and includes a certificate or document evidencing such a share or debt obligation;(valeur mobilière)
“security interest” means an interest or right in or charge on property of a corporation to secure payment of a debt or performance of any other obligation of the corporation;(sûreté)
“send” includes deliver;(envoyer)
“series” in relation to shares means a division of a class of shares;(série)
“shareholder” includes the personal representative of a shareholder;(actionnaire)
“special resolution” means a resolution passed by not less than two-thirds of the votes cast by the shareholders who voted in respect of that resolution or signed by all the shareholders entitled to vote on that resolution;(résolution spéciale)
“unanimous shareholder agreement” means an agreement described in subsection 99(1) or a declaration of a shareholder described in subsection 99(3).(convention unanime des actionnaires)
“uncertificated security” means an uncertificated security as defined in the Securities Transfer Act;(valeur mobilière sans certificat)
“warrant” means any certificate or other evidence of a conversion privilege, option or right to acquire a share or other security of a corporation. (bon de souscription )
1(2)For the purposes of this Act,
(a) one body corporate is affiliated with another body corporate if one of them is the subsidiary of the other or both are subsidiaries of the same body corporate or each of them is controlled by the same person; and
(b) if two bodies corporate are affiliated with the same body corporate at the same time, they shall be deemed to be affiliated with each other.
1(3)For the purposes of this Act, a body corporate is controlled by a person or by two or more bodies corporate if
(a) securities of the body corporate to which are attached more than 50% of the votes that may be cast to elect directors of the body corporate are held, other than by way of security only, by or for the benefit of that person or by or for the benefit of those bodies corporate, and
(b) the votes attached to those securities are sufficient, if exercised, to elect a majority of the directors of the body corporate.
1(4)A body corporate is the holding body corporate of another if that other body corporate is its subsidiary.
1(5)A body corporate is a subsidiary of another body corporate if
(a) it is controlled by
(i) that other body corporate,
(ii) that other body corporate and one or more bodies corporate, each of which is controlled by that other body corporate, or
(iii) two or more bodies corporate, each of which is controlled by that other body corporate, or
(b) it is a subsidiary of a body corporate that is a subsidiary of that other body corporate.
1983, c.15, s.1; 1989, c.6, s.1; 1993, c.52, s.1; 2000, c.9, s.1; 2022, c.16, s.1; 2023, c.2, s.2; 2023, c.2, s.155; 2023, c.17, s.17
Definitions and interpretation
1(1)In this Act
“affairs” means the relationships among a corporation, its affiliates and the shareholders, directors and officers of such bodies corporate but does not include the business carried on by such bodies corporate;(affaires internes)
“affiliate” means an affiliated body corporate within the meaning of subsection (2);(affilié)
“anniversary month” means the month of each year that is the same as the month in which the corporation was incorporated or continued under this Act or became subject to this Act under paragraph 2(1)(b), unless the corporation was incorporated under any other Act of the Legislature and voluntarily continued under this Act or was deemed to have been continued under paragraph 2(1)(c), in which case it means the month of each year that is the same as the month in which the corporation was incorporated under such other Act of the Legislature;(mois anniversaire)
“articles” means the original or restated articles of incorporation and any articles of amalgamation, articles of continuance, articles of reorganization, articles of arrangement, articles of dissolution, articles of revival and articles of amendment, letters patent, supplementary letters patent and a special Act and any amendments thereto;(statuts)
“associate” when used to indicate a relationship with any person means(associé)
(a) a body corporate of which that person beneficially owns or controls, directly or indirectly, shares or securities currently convertible into shares carrying more than ten per cent of the voting rights under all circumstances or by reason of the occurrence of an event that has occurred and is continuing or a currently exercisable option or right to purchase such shares or such convertible securities,
(b) a partner of that person acting on behalf of the partnership of which they are partners,
(c) a trust or estate in which that person has a substantial beneficial interest or in respect of which he serves as a trustee or in a similar capacity,
(d) a spouse or child of that person, and
(e) a relative of that person or of his spouse if that relative has the same residence as that person;
“auditor” includes a partnership of auditors;(vérificateur)
“beneficial interest” or “beneficial ownership” includes ownership through a trustee, legal representative, agent or other intermediary;(droit à titre de bénéficiaire) ou (propriété à titre de bénéficiaire)
“body corporate” includes a company or other body corporate wherever or however incorporated;(corps constitué)
“corporation” means a body corporate incorporated or continued under this Act or to which this Act applies and not discontinued under this Act;(corporation)
“Court” means The Court of Queen’s Bench of New Brunswick;(Cour)
“debt obligation” means a bond, debenture, note or other evidence of indebtedness or guarantee of a corporation, whether secured or unsecured;(titre de créance)
“Director” means the Director appointed under section 184 and includes a deputy director authorized under section 184 to carry out the duties and to exercise the powers of the Director under this Act;(Directeur)
“director” means a person occupying the position of director of a corporation by whatever name called and “directors” and “board of directors” includes a single director;(administrateur)
“extra-provincial corporation” means a body corporate incorporated otherwise than by or under an Act of the Legislature;(corporation extraprovinciale)
“individual” means a natural person;(particulier)
“liability” includes an obligation arising under a contract referred to in section 39, under a claim referred to in subsection 131(25) and under an order referred to in paragraphs 166(3)(f) and (g);(passif)
“ordinary resolution” means a resolution passed by a majority of the votes cast by the shareholders who voted in respect of that resolution;(résolution ordinaire)
“person” includes an individual, partnership, association, body corporate, trustee, executor, administrator or legal representative;(personne)
“prescribed” means prescribed by or pursuant to the regulations;(prescrit)
“redeemable share” means a share issued by a corporation(action rachetable)
(a) that the corporation may purchase or redeem upon the demand of the corporation, or
(b) that the corporation is required by its articles to purchase or redeem at a specified time or upon the demand of a shareholder;
“registered form” means a registered form as defined in the Securities Transfer Act;(nominatif)
“registered office” means the office of a corporation located in New Brunswick in the place and at the address specified in the notice most recently filed under section 17;(bureau enregistré)
“security” means a share of any class or series of shares or a debt obligation of a corporation and includes a certificate or document evidencing such a share or debt obligation;(valeur mobilière)
“security interest” means an interest in or charge on property of a corporation to secure payment of a debt or performance of any other obligation of the corporation;(sûreté)
“send” includes deliver;(envoyer)
“series” in relation to shares means a division of a class of shares;(série)
“shareholder” includes the personal representative of a shareholder;(actionnaire)
“special resolution” means a resolution passed by not less than two-thirds of the votes cast by the shareholders who voted in respect of that resolution or signed by all the shareholders entitled to vote on that resolution;(résolution spéciale)
“unanimous shareholder agreement” means an agreement described in subsection 99(2) or a declaration of a shareholder described in subsection 99(3).(convention unanime des actionnaires)
1(2)For the purposes of this Act,
(a) one body corporate is affiliated with another body corporate if one of them is the subsidiary of the other or both are subsidiaries of the same body corporate or each of them is controlled by the same person; and
(b) if two bodies corporate are affiliated with the same body corporate at the same time, they shall be deemed to be affiliated with each other.
1(3)For the purposes of this Act, a body corporate shall be deemed to be controlled by a person if shares of the body corporate carrying voting rights sufficient to elect a majority of the directors of the body corporate are held, directly or indirectly, other than by way of security only, by or on behalf of that person.
1(4)A body corporate is the holding body corporate of another if that other body corporate is its subsidiary.
1(5)A body corporate is a subsidiary of another body corporate if
(a) it is controlled by that other body corporate, or
(b) it is controlled by a body corporate that is controlled by that other body corporate.
1983, c.15, s.1; 1989, c.6, s.1; 1993, c.52, s.1; 2000, c.9, s.1; 2022, c.16, s.1
Definitions and interpretation
1(1)In this Act
“affairs” means the relationships among a corporation, its affiliates and the shareholders, directors and officers of such bodies corporate but does not include the business carried on by such bodies corporate;(affaires internes)
“affiliate” means an affiliated body corporate within the meaning of subsection (2);(affilié)
“anniversary month” means the month of each year that is the same as the month in which the corporation was incorporated or continued under this Act or became subject to this Act under paragraph 2(1)(b), unless the corporation was incorporated under any other Act of the Legislature and voluntarily continued under this Act or was deemed to have been continued under paragraph 2(1)(c), in which case it means the month of each year that is the same as the month in which the corporation was incorporated under such other Act of the Legislature;(mois anniversaire)
“articles” means the original or restated articles of incorporation and any articles of amalgamation, articles of continuance, articles of reorganization, articles of arrangement, articles of dissolution, articles of revival and articles of amendment, letters patent, supplementary letters patent and a special Act and any amendments thereto;(statuts)
“associate” when used to indicate a relationship with any person means(associé)
(a) a body corporate of which that person beneficially owns or controls, directly or indirectly, shares or securities currently convertible into shares carrying more than ten per cent of the voting rights under all circumstances or by reason of the occurrence of an event that has occurred and is continuing or a currently exercisable option or right to purchase such shares or such convertible securities,
(b) a partner of that person acting on behalf of the partnership of which they are partners,
(c) a trust or estate in which that person has a substantial beneficial interest or in respect of which he serves as a trustee or in a similar capacity,
(d) a spouse or child of that person, and
(e) a relative of that person or of his spouse if that relative has the same residence as that person;
“auditor” includes a partnership of auditors;(vérificateur)
“beneficial interest” or “beneficial ownership” includes ownership through a trustee, legal representative, agent or other intermediary;(droit à titre de bénéficiaire) ou (propriété à titre de bénéficiaire)
“body corporate” includes a company or other body corporate wherever or however incorporated;(corps constitué)
“corporation” means a body corporate incorporated or continued under this Act or to which this Act applies and not discontinued under this Act;(corporation)
“Court” means The Court of Queen’s Bench of New Brunswick;(Cour)
“debt obligation” means a bond, debenture, note or other evidence of indebtedness or guarantee of a corporation, whether secured or unsecured;(titre de créance)
“Director” means the Director appointed under section 184 and includes a deputy director authorized under section 184 to carry out the duties and to exercise the powers of the Director under this Act;(Directeur)
“director” means a person occupying the position of director of a corporation by whatever name called and “directors” and “board of directors” includes a single director;(administrateur)
“extra-provincial corporation” means a body corporate incorporated otherwise than by or under an Act of the Legislature;(corporation extraprovinciale)
“individual” means a natural person;(particulier)
“liability” includes an obligation arising under a contract referred to in section 39, under a claim referred to in subsection 131(25) and under an order referred to in paragraphs 166(3)(f) and (g);(passif)
“ordinary resolution” means a resolution passed by a majority of the votes cast by the shareholders who voted in respect of that resolution;(résolution ordinaire)
“person” includes an individual, partnership, association, body corporate, trustee, executor, administrator or legal representative;(personne)
“prescribed” means prescribed by or pursuant to the regulations;(prescrit)
“redeemable share” means a share issued by a corporation(action rachetable)
(a) that the corporation may purchase or redeem upon the demand of the corporation, or
(b) that the corporation is required by its articles to purchase or redeem at a specified time or upon the demand of a shareholder;
“registered office” means the office of a corporation located in New Brunswick in the place and at the address specified in the notice most recently filed under section 17;(bureau enregistré)
“security” means a share of any class or series of shares or a debt obligation of a corporation and includes a certificate or document evidencing such a share or debt obligation;(valeur mobilière)
“security interest” means an interest in or charge on property of a corporation to secure payment of a debt or performance of any other obligation of the corporation;(sûreté)
“send” includes deliver;(envoyer)
“series” in relation to shares means a division of a class of shares;(série)
“shareholder” includes the personal representative of a shareholder;(actionnaire)
“special resolution” means a resolution passed by not less than two-thirds of the votes cast by the shareholders who voted in respect of that resolution or signed by all the shareholders entitled to vote on that resolution;(résolution spéciale)
“unanimous shareholder agreement” means an agreement described in subsection 99(2) or a declaration of a shareholder described in subsection 99(3).(convention unanime des actionnaires)
1(2)For the purposes of this Act,
(a) one body corporate is affiliated with another body corporate if one of them is the subsidiary of the other or both are subsidiaries of the same body corporate or each of them is controlled by the same person; and
(b) if two bodies corporate are affiliated with the same body corporate at the same time, they shall be deemed to be affiliated with each other.
1(3)For the purposes of this Act, a body corporate shall be deemed to be controlled by a person if shares of the body corporate carrying voting rights sufficient to elect a majority of the directors of the body corporate are held, directly or indirectly, other than by way of security only, by or on behalf of that person.
1(4)A body corporate is the holding body corporate of another if that other body corporate is its subsidiary.
1(5)A body corporate is a subsidiary of another body corporate if
(a) it is controlled by that other body corporate, or
(b) it is controlled by a body corporate that is controlled by that other body corporate.
1983, c.15, s.1; 1989, c.6, s.1; 1993, c.52, s.1; 2000, c.9, s.1
Definitions
1(1)In this Act
“affairs” means the relationships among a corporation, its affiliates and the shareholders, directors and officers of such bodies corporate but does not include the business carried on by such bodies corporate;(affaires internes)
“affiliate” means an affiliated body corporate within the meaning of subsection (2);(affilié)
“anniversary month” means the month of each year that is the same as the month in which the corporation was incorporated or continued under this Act or became subject to this Act under paragraph 2(1)(b), unless the corporation was incorporated under any other Act of the Legislature and voluntarily continued under this Act or was deemed to have been continued under paragraph 2(1)(c), in which case it means the month of each year that is the same as the month in which the corporation was incorporated under such other Act of the Legislature;(mois anniversaire)
“articles” means the original or restated articles of incorporation and any articles of amalgamation, articles of continuance, articles of reorganization, articles of arrangement, articles of dissolution, articles of revival and articles of amendment, letters patent, supplementary letters patent and a special Act and any amendments thereto;(statuts)
“associate” when used to indicate a relationship with any person means(associé)
(a) a body corporate of which that person beneficially owns or controls, directly or indirectly, shares or securities currently convertible into shares carrying more than ten per cent of the voting rights under all circumstances or by reason of the occurrence of an event that has occurred and is continuing or a currently exercisable option or right to purchase such shares or such convertible securities,
(b) a partner of that person acting on behalf of the partnership of which they are partners,
(c) a trust or estate in which that person has a substantial beneficial interest or in respect of which he serves as a trustee or in a similar capacity,
(d) a spouse or child of that person, and
(e) a relative of that person or of his spouse if that relative has the same residence as that person;
“auditor” includes a partnership of auditors;(vérificateur)
“beneficial interest” or “beneficial ownership” includes ownership through a trustee, legal representative, agent or other intermediary;(droit à titre de bénéficiaire) ou (propriété à titre de bénéficiaire)
“body corporate” includes a company or other body corporate wherever or however incorporated;(corps constitué)
“corporation” means a body corporate incorporated or continued under this Act or to which this Act applies and not discontinued under this Act;(corporation)
“Court” means The Court of Queen’s Bench of New Brunswick;(Cour)
“debt obligation” means a bond, debenture, note or other evidence of indebtedness or guarantee of a corporation, whether secured or unsecured;(titre de créance)
“Director” means the Director appointed under section 184 and includes a deputy director authorized under section 184 to carry out the duties and to exercise the powers of the Director under this Act;(Directeur)
“director” means a person occupying the position of director of a corporation by whatever name called and “directors” and “board of directors” includes a single director;(administrateur)
“extra-provincial corporation” means a body corporate incorporated otherwise than by or under an Act of the Legislature;(corporation extraprovinciale)
“individual” means a natural person;(particulier)
“liability” includes an obligation arising under a contract referred to in section 39, under a claim referred to in subsection 131(25) and under an order referred to in paragraphs 166(3)(f) and (g);(passif)
“ordinary resolution” means a resolution passed by a majority of the votes cast by the shareholders who voted in respect of that resolution;(résolution ordinaire)
“person” includes an individual, partnership, association, body corporate, trustee, executor, administrator or legal representative;(personne)
“prescribed” means prescribed by or pursuant to the regulations;(prescrit)
“redeemable share” means a share issued by a corporation(action rachetable)
(a) that the corporation may purchase or redeem upon the demand of the corporation, or
(b) that the corporation is required by its articles to purchase or redeem at a specified time or upon the demand of a shareholder;
“registered office” means the office of a corporation located in New Brunswick in the place and at the address specified in the notice most recently filed under section 17;(bureau enregistré)
“security” means a share of any class or series of shares or a debt obligation of a corporation and includes a certificate or document evidencing such a share or debt obligation;(valeur mobilière)
“security interest” means an interest in or charge on property of a corporation to secure payment of a debt or performance of any other obligation of the corporation;(sûreté)
“send” includes deliver;(envoyer)
“series” in relation to shares means a division of a class of shares;(série)
“shareholder” includes the personal representative of a shareholder;(actionnaire)
“special resolution” means a resolution passed by not less than two-thirds of the votes cast by the shareholders who voted in respect of that resolution or signed by all the shareholders entitled to vote on that resolution;(résolution spéciale)
“unanimous shareholder agreement” means an agreement described in subsection 99(2) or a declaration of a shareholder described in subsection 99(3).(convention unanime des actionnaires)
Affiliate, holding body corporate, subsidiary and deemed control
1(2)For the purposes of this Act,
(a) one body corporate is affiliated with another body corporate if one of them is the subsidiary of the other or both are subsidiaries of the same body corporate or each of them is controlled by the same person; and
(b) if two bodies corporate are affiliated with the same body corporate at the same time, they shall be deemed to be affiliated with each other.
Affiliate, holding body corporate, subsidiary and deemed control
1(3)For the purposes of this Act, a body corporate shall be deemed to be controlled by a person if shares of the body corporate carrying voting rights sufficient to elect a majority of the directors of the body corporate are held, directly or indirectly, other than by way of security only, by or on behalf of that person.
Affiliate, holding body corporate, subsidiary and deemed control
1(4)A body corporate is the holding body corporate of another if that other body corporate is its subsidiary.
Affiliate, holding body corporate, subsidiary and deemed control
1(5)A body corporate is a subsidiary of another body corporate if
(a) it is controlled by that other body corporate, or
(b) it is controlled by a body corporate that is controlled by that other body corporate.
1983, c.15, s.1; 1989, c.6, s.1; 1993, c.52, s.1; 2000, c.9, s.1