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Chapter	Title
84-274	General

1The following definitions apply in this Act.

“foreign corporation” means a company or corporation that(personne morale étrangère)

(a) is organized and exists under the laws of any jurisdiction other than New Brunswick, and

(b) has determined to protect its interests in time of war or other emergency by transferring its registered office to New Brunswick.

“foreign resident corporation” means a company or corporation that has been issued a certificate under section 4.(personne morale étrangère résidante)

“jurisdiction” means a kingdom, empire, republic, commonwealth, state, dominion, province, territory, colony, possession, or protectorate or any part of them.(autorité législative)

“listed directors” means the directors whose names have been submitted to the Minister under section 3.(administrateurs inscrits)

“listed directors and officers” means the directors and officers whose names have been submitted to the Minister under section 3.(administrateurs et dirigeants inscrits)

“Minister” means the Minister of Service New Brunswick.(ministre)

“original jurisdiction” means the jurisdiction under the laws of which the foreign corporation was created.(autorité législative d’origine)

“registered office” means the head office or chief place of business of a foreign corporation.(siège social)

1984, c.F-19.1, s.1; 2002, c.29, s.7; 2016, c.37, s.78

Delegation by the Minister

2015, c.44, s.96

1.1The Minister may delegate in writing to the Director appointed under the Business Corporations Act any of the Minister’s powers or duties under this Act or the regulations.

2015, c.44, s.96; 2023, c.2, s.183

Application for authority to operate

2A foreign corporation may apply to the Minister to operate within New Brunswick as a foreign resident corporation as defined and permitted under the provisions of this Act.

1984, c.F-19.1, s.2

Documents required to accompany application

3(1)An application referred to in section 2 shall be accompanied by

(a) a copy of the charter, articles of incorporation or other documents evidencing the incorporation of the foreign corporation,

(b) a copy of that portion of the laws of the original jurisdiction that defines the terms of the creation and legal existence of the foreign corporation,

(c) a copy of the law or decree issued under the law of the original jurisdiction that permits a corporation, desirous of protecting its interests in time of war or other emergency, to transfer its registered office to a jurisdiction other than the original jurisdiction,

(d) a list of the officers and directors of the foreign corporation who are to act as officers and directors within New Brunswick and a statement

(i) defining the authority that each shall have in the operation of the foreign resident corporation, and

(ii) setting out the manner in which the successors of one or more of the officers and directors are to be appointed in the event of death or disability or refusal or inability to act,

(e) the address of the proposed registered office of the foreign corporation in New Brunswick and the name and address of a person resident in New Brunswick on whom notices and other documents may be served on its behalf, and

(f) a certificate from a member of the diplomatic mission or consular post established in Canada by the original jurisdiction, who has the qualifications prescribed by regulation, that as a representative of the original jurisdiction and in its name

(i) he or she approves and recognizes the validity of each document submitted by the foreign corporation,

(ii) he or she recognizes that the foreign corporation was validly created and is validly subsisting,

(iii) he or she affirms that the officers and directors listed in accordance with paragraph (d) may in accordance with their defined authority

(A) validly receive, control and dispose of any property of the foreign corporation, in its name or on its behalf after the transfer of its registered office to New Brunswick,

(B) make contracts in the name of the foreign corporation after the transfer of its registered office to New Brunswick, and

(C) otherwise conduct the business of the foreign corporation after the transfer of its registered office to New Brunswick, and

(iv) he or she affirms that the foreign corporation, in applying to transfer its registered office, has complied with all relevant laws of the original jurisdiction, including those that permit the transfer of its registered office.

3(2)If, in the opinion of the Minister, any of the documents referred to in subsection (1) are unavailable or difficult to produce, the Minister may accept other documents in place of them.

3(3)If all or a part of the documents submitted to the Minister under subsection (1) are not in the French or English language, the Minister may require a submission to him or her of a translation of the documents or any part of them, verified in a manner satisfactory to him or her, before he or she considers the application.

3(4)Despite subsection (1), if a foreign corporation has filed under section 7 all of the documents referred to in this section, the application may be accompanied by a statement informing the Minister that all of the documents referred to in this section have been submitted.

1984, c.F-19.1, s.3; 1990, c.10, s.1

Issuance of certificate

4(1)Subject to section 6, the Minister, after receiving an application by a foreign corporation, shall issue a certificate

(a) approving the transfer of the registered office of the foreign corporation to the place within New Brunswick designated in the application,

(b) recognizing the continuance within New Brunswick of the foreign corporation,

(c) authorizing the foreign corporation to exist and operate within New Brunswick as a foreign resident corporation, and

(d) listing the names of the officers and directors submitted in accordance with paragraph 3(1)(d).

4(2)On and after the date shown on a certificate issued by the Minister under subsection (1), the applicant foreign corporation shall

(a) be known as a foreign resident corporation,

(b) enjoy, subject to this Act, the status of a foreign resident corporation until it has voluntarily returned to its original jurisdiction, voluntarily transferred its registered office outside New Brunswick or is continued under the Business Corporations Act, and

(c) have all the powers and rights originally granted to it by the original jurisdiction

(i) except such powers and rights that may not be granted under the laws of New Brunswick to companies or corporations, and

(ii) except as further limited by the Minister.

4(3)For the purposes of subsection (2), the date shown in the certificate issued by the Minister under subsection (1) shall be, in the discretion of the Minister,

(a) the date the application by the foreign corporation was received by the Minister,

(b) if the laws of the original jurisdiction of the applicant foreign corporation provide for the time of transfer of the registered office of the corporation, the date determined in accordance with those laws, or

(c) at a later date that the Minister considers appropriate.

1984, c.F-19.1, s.4; 1990, c.10, s.2; 2023, c.2, s.183

Notice of change

5If any change occurs in relation to the matters referred to in the documents submitted to the Minister under section 3 or filed with the Minister under section 7, the applicant foreign corporation or the foreign resident corporation, as the case may be, shall inform the Minister of the change within 90 days.

1984, c.F-19.1, s.5

Ineligible objects, permitted activities, powers of Minister

6(1)If none of the purposes or objects of a foreign corporation are within those for which a company or corporation may be incorporated under the laws of New Brunswick, the foreign corporation shall not be eligible to become a foreign resident corporation.

6(2)A foreign resident corporation

(a) may not exercise any corporate activities within New Brunswick except those for which a company or corporation may be incorporated under the laws of New Brunswick, and

(b) shall be limited in its operations to those permitted under the laws of New Brunswick.

6(3)The Minister may

(a) refuse to issue a certificate under section 4 if, in the opinion of the Minister, the issuance would be in contravention of or prejudicial to the public interest, or

(b) limit the purposes, objects and powers of the foreign resident corporation.

6(4)If the Minister has issued a certificate under section 4, the Minister may

(a) limit the time for which the certificate is effective, or

(b) cancel the certificate in accordance with subsection (5).

6(5) The Minister may cancel the certificate issued under section 4 on giving the foreign resident corporation three months’ notice in writing, delivered or sent by registered mail to its registered office in New Brunswick.

1984, c.F-19.1, s.6

Filing of documents before application for certificate

7(1)A foreign corporation may file any or all of the documents referred to in section 3 with the Minister before making an application to operate within New Brunswick as a foreign resident corporation.

7(2)If all or any part of the documents filed with the Minister under subsection (1) are not in the French or English language, the Minister may require a submission to him or her of a translation of the documents or any part of them, verified in a manner satisfactory to him or her, before the documents are filed under subsection (1).

7(3)Before the date of application under section 2, the foreign corporation may

(a) withdraw or amend any or all of the documents filed with the Minister, or

(b) substitute other documents for those filed with the Minister.

1984, c.F-19.1, s.7; 1990, c.10, s.3; 2019, c.12, s.12

Confidentiality of documents

8(1)Every document and the information contained in every document that is submitted to the Minister under this Act is confidential and the Minister shall seal and hold the documents submitted to him or her in strictest secrecy.

8(2)If subsection (1) is inconsistent with or in conflict with a provision of the Right to Information and Protection of Privacy Act, subsection (1) prevails.

1984, c.F-19.1, s.8; 2013, c.34, s.14

Shareholders’ names and addresses not required

9An application by a foreign corporation to acquire the status of a foreign resident corporation need not be accompanied by the names and addresses of any of its shareholders.

1984, c.F-19.1, s.9.

Name of foreign resident corporation

10A foreign resident corporation shall continue to conduct business in any of the following names followed by the initials “F.R.C.”:

(a) in its corporate name;

(b) in the name of the foreign resident corporation that is a translation into English or French; or

(c) in a name approved by the Minister that describes or identifies the foreign resident corporation.

1984, c.F-19.1, s.10

Voluntary return or transfer

11A foreign resident corporation shall establish the voluntary return to its original jurisdiction or the voluntary transfer of its registered office from New Brunswick by filing with the Minister a certificate to that effect from

(a) a member of the diplomatic mission or consular post established in Canada by the original jurisdiction who has the qualifications prescribed by regulation, or

(b) a majority of the listed directors and officers of the foreign resident corporation.

1984, c.F-19.1, s.11; 1990, c.10, s.4

Effect of certificate

12The issuance of a certificate under section 4 shall not

(a) impair the rights of creditors, both domestic and foreign, against the foreign resident corporation,

(b) impair liens on the property and rights of the foreign resident corporation,

(c) prejudicially affect the property, rights, contracts or obligations of the foreign resident corporation, or

(d) deem the foreign corporation to be liquidated or dissolved.

1984, c.F-19.1, s.12

Defences

13A foreign resident corporation may plead defences recognized under the laws of New Brunswick by reason of the facts arising out of the state of war or other emergency in the original jurisdiction.

1984, c.F-19.1, s.13

Cause of action, application of New Brunswick laws

14(1)No court shall recognize a cause of action against a foreign resident corporation arising before the transfer of its registered office to New Brunswick if an action based on that cause of action could not have been commenced against the foreign resident corporation before the transfer.

14(2)If the foreign resident corporation undertakes obligations and incurs liabilities after the transfer of its registered office, those obligations and liabilities shall be governed by the laws of New Brunswick.

1984, c.F-19.1, s.14

Powers of officers and directors

15(1)The officers and directors of a foreign resident corporation shall have the authority specified under paragraph 3(1)(d) and the authority may include any powers that were or might have been granted to them under the charter, by-laws or articles of incorporation of the foreign corporation and the laws of the original jurisdiction, as those laws existed immediately before the commencement of the war or occurrence of the emergency that was the occasion of the transfer of its registered office.

15(2)No revocation, annulment, amendment or other change of or in any laws in the original jurisdiction shall be effective if the revocation, annulment, amendment or other change affects

(a) the rights and duties of the officers and directors of the foreign corporation, or

(b) the operation of the foreign corporation or the title to its property.

15(3)Despite subsections (1) and (2), the officers and directors of a foreign resident corporation may not exercise any powers that cannot be authorized under the laws of New Brunswick for comparable corporate officers and directors.

1984, c.F-19.1, s.15

Authority of listed directors and officers

16(1)The listed directors and officers of a foreign resident corporation have the authority

(a) to receive, control and dispose of any property received for or on account of or held in the name of the foreign resident corporation before or after the transfer of its registered office to New Brunswick, and

(b) to obligate the foreign resident corporation and give acquittance for performance of a contract or other obligation to which a foreign resident corporation is a party or by which it is or may be affected.

16(2)Every payment, transfer, delivery or other disposal of property to or on the order of a listed officer or director acting within his or her authority shall

(a) be conclusively deemed to be lawful, and

(b) constitute a complete discharge of any liability of the person holding, paying, transferring, delivering or otherwise disposing of the property.

1984, c.F-19.1, s.16

Qualifications of officers and directors

17(1)If an officer or director of a foreign resident corporation would not be qualified to act as an officer or director under the laws of New Brunswick, the officer or director shall be granted 30 days in which to comply with the laws of New Brunswick.

17(2)A foreign resident corporation is authorized to issue qualifying shares and make the purchase of the shares available to an officer or director under the terms and conditions the Minister considers just.

1984, c.F-19.1, s.17

Annual or special meetings, withholding of dividends

18(1)The foreign resident corporation is not required to give notice of annual or special shareholders’ meetings to a shareholder of record whose address is within a place to which there has been an interruption of normal mail service from New Brunswick.

18(2)A failure to give notification of a shareholders’ meeting to a shareholder of record outside New Brunswick shall not invalidate the meeting or any action taken at the meeting and the shareholders present at the meeting, in person or by proxy, shall be deemed to constitute a majority of the shareholders for the purposes of the meeting.

18(3)The annual or special shareholders’ meeting of a foreign resident corporation shall be held in accordance with the formal requirements for meetings of corporations incorporated or continued under the Business Corporations Act, and in accordance with the laws of New Brunswick, and any action taken at the meeting shall be deemed the authoritative act of the foreign resident corporation except that

(a) only the listed directors and officers shall have the authority to act as directors and officers at the meeting, and

(b) no action shall be taken at the meeting to replace any of the listed directors and officers or curtail or in any way affect the authority granted to them in accordance with paragraph 3(1)(d).

18(4)If, in the unanimous opinion of the listed directors, a shareholder of record does not have the full and complete use and benefit of any dividends paid to the shareholder or for the shareholder’s account under the laws or regulations then in force in the jurisdiction within which the shareholder resides or sojourns, the listed directors shall withhold any dividends declared on shares of the foreign resident corporation.

18(5)If the listed directors withhold dividends under subsection (4), the listed directors

(a) are trustees of the dividends for the true owners of the shares,

(b) shall segregate an amount equal to the dividends, and

(c) shall otherwise be responsible for the dividends to the true owners of the shares as trustees.

1984, c.F-19.1, s.18; 2023, c.2, s.183

Articles of continuance

19(1) Despite section 126 of the Business Corporations Act, the Minister may permit a foreign resident corporation to file articles of continuance under that Act and, if the Minister has given permission, the Director appointed under that Act, on receipt of articles of continuance, shall issue a certificate of continuance.

19(2)If seven years have lapsed after the issuance of a certificate to a foreign resident corporation under section 4, the Minister, after giving the foreign resident corporation an opportunity to be heard, may require the foreign resident corporation to file articles of continuance under the Business Corporations Act.

1984, c.F-19.1, s.19; 2023, c.2, s.183

Administration

20Service New Brunswick is responsible for the administration of this Act.

2002, c.29, s.7

Regulations

21The Lieutenant-Governor in Council may make regulations

(a) requiring the payment of a fee in respect of the filing of documents and the making of an application;

(b) prescribing qualifications of members of diplomatic missions or consular posts for the purposes of paragraphs 3(1)(f) and 11(a);

(c) establishing annual fees to be paid by the foreign resident corporation.

1984, c.F-19.1, s.20; 1990, c.10, s.5

N.B. This Act was proclaimed and came into force February 9, 2015.

N.B. This Act is consolidated to June 16, 2023.

2014, c.109 - Foreign Resident Corporations Act

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