Acts and Regulations

C-24 - Corporations Act

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Current to 1 January 2024
CHAPTER C-24
Corporations Act
Continuation of powers of existing corporations
1Every corporation in existence at the date of the passage of this Act, where no other provision is specially made, continues to be as capable in its corporate name
(a) to sue and be sued,
(b) to have a common seal and alter it at pleasure,
(c) to hold real and personal estate,
(d) to elect necessary officers, fix their compensation and define their duties, and
(e) to make by-laws not contrary to law for its own government, the management of its affairs and the transfer of its stock,
as the corporation was at the commencement of this Act.
R.S., c.42, s.1
Administration
1.1Service New Brunswick is responsible for the administration of this Act.
2002, c.29, s.6
General powers of corporations
2Words making any association or number of persons a corporation, or body politic and corporate, vest in the corporation power to sue and be sued, contract and be contracted with by the corporate name, to have a common seal and alter it at pleasure, and to have perpetual succession, and power to acquire and hold personal property or movables for the purposes for which the corporation is constituted, and to alienate the same at pleasure.
R.S., c.42, s.2
Shares of incorporated joint stock company
3The shares of stock of every stockholder in every incorporated joint stock company are personal estate, and liable to be seized and sold as such, in the manner provided by the Enforcement of Money Judgments Act.
R.S., c.42, s.3; 2013, c.32, s.7
Continuation of corporation after expiry of charter
4(1)Every corporation whose charter, after it becomes operative, expires by its own limitation, or is annulled by forfeiture or otherwise, is nevertheless continued as a body corporate for the term of three years after the time when it would have been so dissolved, for the purpose of prosecuting or defending suits by or against it, and of enabling it to settle and close its concerns, to dispose of and convey its property, and to divide its capital stock.
4(2)This section does not prevent the winding-up of any company under the Winding-Up Act.
R.S., c.42, s.4
Necessity of corporate seal – before the passing of this Act
5The contract of an agent of a corporation within the scope of his authority, and the acts of a corporation, made and done before the passing of this Act are valid, though not authenticated by the seal of the corporation.
R.S., c.42, s.5
Necessity of corporate seal – contracts
6(1)Every contract made or entered into by a corporation within the scope of its charter or Act of incorporation, under such conditions and circumstances and in such manner that the same would be valid and binding if the corporate seal were affixed thereto, shall be valid and binding, notwithstanding the omission to affix the seal.
6(2)This section does not make valid any contract of a corporation that, if made by a person other than a corporation, would be invalid for want of a seal.
6(3)The affixing of the seal to the contract of a corporation has the same effect as the fixing of a seal to the contract of an individual.
R.S., c.42, s.6
Necessity of corporate seal – appointment or retainer of attorney or solicictor
7No appointment or retainer of an attorney or solicitor by any corporation is invalid or defective by reason that the same was not made under seal.
R.S., c.42, s.7
Annual meetings
8(1)Unless otherwise provided by the Act or the letters patent incorporating the corporation or by law, each corporation in the Province shall annually on or before the first Tuesday of July, or on such other date as may be fixed by the by-laws of the corporation, hold a meeting of the stockholders or members of the corporation for the purpose of electing a board of directors, and transacting such other business as may be incident to or appear necessary for the management of the business and affairs of the said company.
8(2)Notice of the time and place of the annual meeting shall be given by the secretary of the corporation or, in case of his absence, neglect or refusal so to do, may be given by any two stockholders or members who shall either send the said notice to each stockholder or member by mail, postage prepaid, or shall give notice by public advertisement, once in The Royal Gazette and once a week for three consecutive weeks prior to the date for which the said meeting shall be called, in one or more newspapers published in the Province and having general circulation in the county where the chief office of the company is located.
R.S., c.42, s.8; 1983, c.7, s.4; 2005, c.Q-3.5, s.14
Business at annual meetings
9At any annual meeting, the stockholders there present or represented by proxy, such proxy being a shareholder authorized in writing so to act, may proceed to business and by the votes of a majority of stock represented at said meeting, elect a board of directors, any rule or by-law of the company to the contrary notwithstanding, and transact such other business as may be incident to or appear necessary for the management of the business and affairs of the company.
R.S., c.42, s.9
By-laws
10Nothing in this Act shall be construed as authorizing the stockholders of any joint stock company, at any annual meeting, to amend the by-laws of the company, unless there is represented at such meeting, in person or by proxy, at least one-half of the issued stock of the company, nor unless by a two-thirds vote of the stock so represented.
R.S., c.42, s.10
Fixing of head office of corporation
11When any company is incorporated by a special Act, and no head office or chief place of business of the company within the Province is fixed by such Act, such company shall, unless by its Act of incorporation it is otherwise provided or allowed, fix and declare a chief place of business in the Province, and shall within two months after its incorporation give notice thereof in The Royal Gazette, and file with the Director appointed under the Companies Act a certificate signed by its president and under the seal of the company, setting forth the place so fixed and declared, and the production of a copy of The Royal Gazette containing such notice or a copy of the certificate so filed, certified by the Director, shall be sufficient evidence of such chief place of business being so fixed and declared.
R.S., c.42, s.11; O.C. 64-312; 1978, c.D-11.2, s.11; 2002, c.29, s.6; 2005, c.Q-3.5, s.14
N.B. This Act is consolidated to December 1, 2019.