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Regulation number	Title
B-9.1	Business Corporations Act

Under section 185 of the Business Corporations Act, the Lieutenant-Governor in Council makes the following Regulation:

1This Regulation may be cited as the General Regulation - Business Corporations Act.

2In this Regulation

“Act” means the Business Corporations Act;(loi)

“anniversary date” means(date anniversaire)

(a) with regards to a corporation, the date of each year that is the same as the date the corporation was incorporated or continued under the Act;

(b) with regards to a registered extra-provincial corporation, the date of each year that is the same as the date on which its certificate of registration was issued or the date of each year that is the same as the date on which it was incorporated where it makes an election under subsection 209(3) of the Act, or, in the case of an extra-provincial corporation deemed to have been registered under section 196 of the Act,

(i) the date of each year that is the same as the date on which the extra-provincial corporation first filed a statement under section 126 of the Companies Act, or

(ii) the date of each year that is the same as the date of the year that the extra-provincial corporation was incorporated where it makes an election under subsection 196(4) of the Act;

“document” means a document required to be sent to the Director under the Act.(document)

86-5

FORMS

3Repealed: 2014-113

81-180; 86-5; 91-142; 94-6; 2006-22; 2014-113

3.1An annual return referred to in section 187 or 209 of the Act for a particular year shall set out the required information as of the anniversary date of the corporation or the extra-provincial corporation, as the case may be, for that year.

2014-113

4All documents required to be sent to the Director under the Act shall be

(a) on good quality white paper approximately twenty-one and one half centimetres by twenty-eight centimetres in size;

(b) printed or typewritten; and

(c) legible and suitable for microfilming and photocopying.

2003-88; 2014-113

5Where possible, each individual item in a document shall be set out in one or more contiguous, sequentially numbered paragraphs and each such item shall be preceded by an appropriate heading.

2003-88

6(1)Numbers in a document shall be in numerals and not in words.

6(2)Information in a document shall, where practical, be set out in tabular form.

7Abbreviations in a document shall,

(a) if formed by the truncation of a word, be followed by a period; and

(b) if formed by the deletion of alphabetic characters from the middle of a word, not be followed by a period, but a corporate name may contain alphabetic characters that are not followed by a period.

8(1)If an item of information required to be disclosed in a form does not apply, it shall be so indicated by the phrase “not applicable”, by the abbreviation “N/A” or by a brief explanatory statement.

8(2)If information is set out in response to one item in a document, it may be referred to in response to any other item in that document by a cross-reference.

2003-88

9(1)Where

(a) any provision required to be set out in a form furnished by the Director is too long to be set out in the space provided in the form, or

(b) an agreement or other document is to be incorporated by reference in and to be part of the form,

the person completing the form may incorporate the provision, agreement or other document in the form by setting out in the space provided in the form the following sentence:

“The annexed Schedule 1 (or as the case may be) is incorporated in this form.”

and by annexing the provision, agreement or other document to the form as that schedule.

10A request to reserve a name under section 9 or 198 of the Act shall be made in writing.

85-203

11(1)For the purposes of paragraph 199(1)(b) of the Act, an extra-provincial corporation may not be registered in its own name where the name

(a) includes the word or words

(i) “New Brunswick”, “N.B.”, “Nouveau-Brunswick” or “N.-B.” as the first words of the corporate name unless the use of the words “New Brunswick”, “N.B.”, “Nouveau-Brunswick” or “N.-B.” is approved by the Minister of Service New Brunswick;

(ii) “municipal”;

(iii) “consultant” in the name of a body corporate whose business is insurance agency work;

(iv) “engineer”, “professional engineer” or “engineering” if the name implies

(A) that such corporation is practising engineering and that it is a member or licensee of the Association of Professional Engineers of the Province of New Brunswick referred to in the Engineering Profession Act, or

(B) that a shareholder, employee or director of such corporation is a member or licensee of the Association of Professional Engineers of the Province of New Brunswick referred to in the Engineering Profession Act,

and such corporation, shareholder, employee or director is not a member or licensee of the Association, unless the Association consents thereto;

(v) “cooperative”, “co-operative”, “coop” or “co-op” without receiving an exemption from the Director of Cooperatives under subsection 17(2) of the Cooperatives Act; or

(vi) “credit union” without the consent of the Superintendent appointed under the Credit Unions Act;

(b) indicates that the extra-provincial corporation is connected with or established or supported by the government of Canada, the government of a province, the government of a country other than Canada, or the governing authority of any city, town, municipality or rural community or has authority from or exercises any function of government;

(b.1) is identical with

(i) the name of an extra-provincial corporation exempted under section 11.1,

(ii) the name of an extra-provincial limited partnership exempted under section 3.1 of the General Regulation - Limited Partnership Act, or

(iii) a firm name or business name registered under the Partnerships and Business Names Registration Act (Nova Scotia) by a firm or person exempted under section 2.1 of the Partnerships and Business Names Registration Regulation - Partnerships and Business Names Registration Act;

(b.2) is deceptively similar to the name of an extra-provincial corporation, the name of an extra-provincial limited partnership or a firm name or business name referred to in subparagraph (b.1)(i), (ii) or (iii), unless the extra-provincial corporation, the extra-provincial limited partnership or the firm or person referred to in subparagraph (b.1)(i), (ii) or (iii) consents;

(c) is the known name within the Province of a recognized club, association, group, program or person, whether incorporated or registered within the Province or not incorporated or not registered, without the consent of such club, association, group, program or person;

(c.1) includes a word or expression that is scandalous, obscene or immoral or that is otherwise objectionable on public grounds; or

(d) is not distinctive because it is too general.

11(1.1)For the purposes of subsection 10(1) of the Act, where a corporation, body corporate, firm or person consents to the use of its name for the purposes of

(a) incorporating a new corporation,

(b) continuing a body corporate under the Act with a new name, or

(c) changing a corporation’s name,

the corporation name shall contain the year of incorporation, continuance or amendment in parentheses in numerical form immediately before the word “Limited”, “Limitée”, “Incorporated”, “Incorporée” or “Corporation” or the abbreviation “Ltd.”, “Ltée”, “Inc.” or “Corp.” and the year shall remain in that corporation name for a period of not less than three years from the date shown in the certificate of incorporation, the certificate of continuance or the certificate of amendment.

11(2)For the purposes of paragraph 10(1)(b) of the Act, a corporate name is prohibited

(a) where the name includes the word or words

(i) “New Brunswick”, “N.B.”, “Nouveau-Brunswick” or “N.-B.” as the first words of the corporate name unless the use of the words “New Brunswick”, “N.B.”, “Nouveau-Brunswick” or “N.-B.” is approved by the Minister of Service New Brunswick;

(ii) “municipal”;

(iii) “consultant” in the name of a corporation whose business is insurance agency work;

(iv) “Professional Corporation”, “Corporation professionnelle”, “P.C.” or “C.P.” unless a corporation has the capacity to practise a profession in accordance with paragraph 13(3)(d) of the Act and the Act governing the profession permits such words or abbreviations to be in the name of the corporation;

(v) “engineer”, “professional engineer” or “engineering” if the name implies

(A) that a corporation is practising engineering and that it is a member or licensee of the Association of Professional Engineers of the Province of New Brunswick referred to in the Engineering Profession Act, or

(B) that a shareholder, employee or director of a corporation is a member or licensee of the Association of Professional Engineers of the Province of New Brunswick referred to in the Engineering Profession Act,

and such corporation, shareholder, employee or director is not a member or licensee of the Association, unless the Association consents thereto;

(vi) “cooperative”, “co-operative”, “coop” or “co-op” without receiving an exemption from the Director of Cooperatives under subsection 17(2) of the Cooperatives Act; or

(vii) “credit union” without the consent of the Superintendent appointed under the Credit Unions Act;

(b) where the name indicates that the corporation is connected with or established or supported by the government of Canada, the government of a province, the government of a country other than Canada, or the governing authority of any city, town, municipality or rural community or has authority from or exercises any function of government;

(b.1) where the name is identical with

(i) the name of an extra-provincial corporation exempted under section 11.1,

(ii) the name of an extra-provincial limited partnership exempted under section 3.1 of the General Regulation - Limited Partnership Act, or

(iii) a firm name or business name registered under the Partnerships and Business Names Registration Act (Nova Scotia) by a firm or person exempted under section 2.1 of the Partnerships and Business Names Registration Regulation - Partnerships and Business Names Registration Act;

(b.2) where the name is deceptively similar to the name of an extra-provincial corporation, the name of an extra-provincial limited partnership or a firm name or business name referred to in subparagraph (b.1)(i), (ii) or (iii), unless the extra-provincial corporation, the extra-provincial limited partnership or the firm or person referred to in subparagraph (b.1)(i), (ii) or (iii) consents;

(c) where the name is the known name within the Province of a recognized club, association, group, program or person, whether incorporated or registered within the Province or not incorporated or not registered, without the consent of such club, association, group, program or person;

(c.1) where the name includes a word or expression that is scandalous, obscene or immoral or that is otherwise objectionable on public grounds; or

(d) where the name is not distinctive because it is too general.

81-180; 84-261; 88-159; 94-7; 2001-16; 2002, c.29, s.2; 2003-88; 2005-55; 2016, c.37, s.25; 2019, c.24, s.183; 2019, c.25, s.312

11.1An extra-provincial corporation incorporated under the laws of the Province of Nova Scotia is exempted from Part XVII of the Act.

94-7

12(0.1)In this section

“business day” means a day other than a Saturday or a holiday;(jour ouvrable)

“expedited service” , in relation to the filing of a document or an action referred to in subsection (1), means a service that a person requests that the Director perform within two clear business days after receipt of the request.(service accéléré)

12(1)The fee in respect of the filing of any document or in respect of any action that the Director is required or authorized to take shall be as follows:

(a)statement under subsection 200(1) of the Act..............	$200.00

(b)appointment of attorney for service or change of attorney for service under subsection 196(2), 203(1) or 203(3) of the Act..............	$50.00

(c)election of anniversary month under subsection 196(4) or 209(3) of the Act..............	$25.00

(d)application for reinstatement under subsection 201(3) of the Act..............	$100.00

(e)certificate of amendment of registration under subsection 206(3) of the Act..............	$100.00

(f)Repealed: 91-142

(g)Repealed: 91-142

(h)certificate of registration of amalgamated extra-provincial corporation under subsection 207(2) of the Act..............	$200.00

(i)subject to paragraph (i.1), for the annual return of an extra-provincial corporation under section 209 of the Act..............	$200.00

(i.1)where the anniversary month of an extra-provincial corporation occurs after April, 2006, for the annual return of an extra-provincial corporation under section 209 of the Act

(i)if the annual return is submitted in electronic form..............	$200.00

(ii)subject to subparagraph (iii), if the annual return is submitted in paper form..............	$220.00

(iii)if the annual return is submitted in paper form at the same time as an application for reinstatement under subsection 201(3) of the Act is submitted in relation to the extra-provincial corporation..............	$200.00

(j)application to the Director for an exemption under subsection 194(3) of the Act..............	$50.00

(k)certificate of incorporation under section 6 of the Act, if the articles of incorporation and the documents required by sections 17 and 64 of the Act

(i)are submitted in electronic form..............	$250.00

(ii)are submitted in paper form..............	$300.00

(l)subject to paragraph (m), search of a name to consider its suitability where a reservation of the name under section 9 or 198 of the Act is requested..............	$40.00

(m)where more than one search referred to in paragraph (l) is made with respect to the same reservation, maximum fee..............	$60.00

(n)certificate of amendment under section 11, 26, 117 or 132 of the Act..............	$200.00

(o)restated certificate of incorporation under subsection 119(3) of the Act (unless included with certificate of amendment or certificate of revival)..............	$100.00

(p)certificate of amalgamation under subsection 124(4) of the Act..............	$350.00

(q)certificate of continuance under subsection 126(4) of the Act if the corporation has not been incorporated in New Brunswick..............	$350.00

(r)certificate of continuance under subsection 126(4) of the Act in accordance with section 192 of the Act..............	$150.00

(s)certificate of discontinuance under subsection 127(6) of the Act..............	$350.00

(t)certificate of revival under subsection 136(4) of the Act..............	$250.00

(u)certificate of arrangement under subsection 129(2) of the Act..............	$350.00

(v)certificate of dissolution under section 137 or 138 of the Act..............	$50.00

(w)certificate of revocation of intent to dissolve under subsection 138(11) of the Act..............	$50.00

(x)certificate of compliance under subsection 187(2) of the Act..............	$ 5.00

(y)application to the Director for an exemption under section 8 of the Act..............	$50.00

(z)Repealed: 91-142

(aa)notice of appointment or discharge of a receiver or receiver-manager under paragraph 59(a) of the Act..............	$30.00

(bb)Repealed: 91-142

(cc)subject to paragraphs (cc.1), (cc.2) and (cc.3), for the annual return under section 187 of the Act, the amount prescribed in Schedule A

(cc.1)where the anniversary month of a corporation occurs after December, 1991 and before April, 1994, for the annual return under section 187 of the Act..............	$50.00

(cc.2)where the anniversary month of a corporation occurs after March, 1994 and before May, 2006, for the annual return under section 187 of the Act..............	$60.00

(cc.3)where the anniversary month of a corporation occurs after April, 2006, for the annual return under section 187 of the Act

(i)if the annual return is submitted in electronic form..............	$60.00

(ii)subject to subparagraph (iii), if the annual return is submitted in paper form..............	$80.00

(iii)if the annual return is submitted in paper form at the same time as articles of revival are submitted in relation to the body corporate..............	$60.00

(dd)uncertified copies of documents furnished by the Director..............	$10.00

(ee)certified copies of documents furnished by the Director..............	$20.00

(ff)vesicular copy of a microfiche jacket furnished by the Director..............	$ 1.00

(gg)certificate of fact furnished by the Director..............	$20.00

12(1.1)The fee for expedited service shall be as follows:

(a) for the purposes of paragraph (1)(a), (e) or (h)..............$100.00

(b) for the purposes of subparagraph (1)(k)(ii)..............$50.00

12(1.2)The fees prescribed in subsection (1.1) are in addition to the fees prescribed in subsection (1).

12(2)Repealed: 2003-58

12(2.1)Repealed: 2003-58

12(3)To consider the suitability of a name in respect of the filing of a document or an action referred to in paragraph (1)(a), (e), (h), (j), (k), (n), (o), (p), (q), (r) or (t), a fee of forty dollars shall be paid for the search of the name in addition to the fee prescribed in paragraph (1)(a), (e), (h), (j), (k), (n), (o), (p), (q), (r) or (t) but, where more than one search is made with respect to the same filing or action, the maximum additional fee is sixty dollars.

12(3.1)Where, immediately before the commencement of this provision, a corporation or extra-provincial corporation is required to pay one or more additional fees for paying a filing fee for one or more annual returns after the period of time prescribed for filing that return under section 187 or 209 of the Act, those additional fees are waived.

12(3.2)All outstanding filing fees owed under paragraphs 12(1)(i), (i.1), (cc), (cc.1), (cc.2) or (cc.3) of the Regulation are waived, where on or after the commencement of this section

(a) the Director issues a certificate of dissolution under section 137 or 138 of the Act, or

(b) the Director cancels the registration of an extra-provincial corporation under paragraph 201(1)(b) of the Act.

81-180; 82-200; 84-261; 85-203; 86-5; 88-255; 91-142; 94-6; 97-37; 2003-58; 2004-123; 2006-22

13Stock exchanges prescribed for the purposes of section 27 of the Act are as follows:

(a) Toronto Stock Exchange,

(b) Montreal Stock Exchange,

(c) American Stock Exchange,

(d) New York Stock Exchange.

81-180

14The dividend re-investment plan entitled The Common Shareholders’ Dividend Reinvestment and Stock Purchase Plan of The New Brunswick Telephone Company, Limited is exempted from subsections 23(4) and (5) of the Act.

81-180

FORM 1

Repealed: 2014-113

81-180; 88-255; 94-7; 2014-113

FORM 2

Repealed: 2014-113

81-180; 88-255; 94-7; 2014-113

FORM 3

Repealed: 2014-113

81-180; 88-255; 2014-113

FORM 4

Repealed: 2014-113

81-180; 88-255; 2014-113

FORM 5

Repealed: 2014-113

81-180; 88-255; 94-7; 2014-113

FORM 6

Repealed: 2014-113

81-180; 88-255; 94-7; 2014-113

FORM 7

Repealed: 2014-113

81-180; 88-255; 94-7; 2014-113

FORM 8

Repealed: 2014-113

81-180; 88-255; 2014-113

FORM 9

Repealed: 2014-113

81-180; 88-255; 2014-113

FORM 10

Repealed: 2014-113

81-180; 2014-113

FORM 11

Repealed: 2014-113

81-180; 88-255; 2014-113

FORM 12

Repealed: 2014-113

81-180; 88-255; 2014-113

FORM 24

Repealed: 2014-113

81-180; 82-1; 85-31; 88-255; 91-142; 94-6; 2002, c.29, s.2; 2003-58; 2014-113

FORM 24.1

Repealed: 2014-113

91-142; 94-6; 2002, c.29, s.2; 2003-58; 2014-113

FORM 24.2

Repealed: 2014-113

94-6; 2002, c.29, s.2; 2003-58; 2014-113

FORM 24.3

Repealed: 2014-113

2006-22; 2014-113

FORM 25

Repealed: 2014-113

81-180; 88-255; 2014-113

FORM 25.1

Repealed: 2014-113

86-5; 2014-113

FORM 26

Repealed: 2014-113

88-255; 2014-113

FORM 27

Repealed: 2014-113

2014-113

FORM 28

Repealed: 2014-113

88-255; 2014-113

FORM 29

Repealed: 2014-113

88-255; 2014-113

FORM 30

Repealed: 2014-113

88-255; 2014-113

FORM 31

Repealed: 2014-113

2014-113

FORM 32

Repealed: 2014-113

88-255; 2014-113

FORM 32.1

Repealed: 2014-113

86-5; 2014-113

FORM 33

Repealed: 2014-113

82-81; 85-31; 88-255; 91-142; 94-6; 2002, c.29, s.2; 2003-58; 2014-113

FORM 33.1

Repealed: 2014-113

2006-22; 2014-113

FORM 34

Repealed: 2014-113

86-5; 2014-113

FORM 35

Repealed: 2014-113

86-5; 2014-113

FORM 36

Repealed: 2014-113

86-5; 2014-113

FORM 37

Repealed: 2014-113

86-5; 2014-113

N.B. This Regulation is consolidated to January 1, 2020.

(a)is $25,000 or less, the annual fee is..............	$35.00;

(b)exceeds $25,000 but does not exceed $50,000, the annual filing fee is..............	$75.00;

(c)exceeds $50,000 but does not exceed $75,000, the annual filing fee is..............	$100.00;

(d)exceeds $75,000 but does not exceed $l00,000, the annual filing fee is..............	$125.00;

(e)exceeds $l00,000 but does not exceed $200,000, the annual filing fee is..............	$150.00;

(f)exceeds $200,000 but does not exceed $500,000, the annual filing fee is..............	$200.00;

(g)exceeds $500,000 the annual filing fee is..............	$250.00.

81-147 - General

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