What New Brunswick requires
- A corporation sends the Director an annual return, signed by a director or officer, on or before the last day of the month after its anniversary month, with its information as of the anniversary dateBusiness Corporations Act (New Brunswick) s. 187 (1) ยท General Regulation 81-147 s. 3.1
- The directors call an annual meeting of shareholders not later than 18 months after incorporation, and after that not later than 15 months after the last annual meeting but no later than 6 months after the end of the preceding financial year; a resolution of all holders of voting shares can extend the time by up to 3 monthsBusiness Corporations Act (New Brunswick) s. 85 (1) and (4)
- A resolution in writing dealing with all the matters required at a meeting of shareholders, signed by all the shareholders entitled to vote at it (or in signed counterparts), satisfies the Act's requirements for that meeting; a copy is kept with the minutesBusiness Corporations Act (New Brunswick) s. 95
- Subject to the articles, a resolution in writing signed by all the directors entitled to vote on it (or in signed counterparts) is as valid as if passed at a meeting of directorsBusiness Corporations Act (New Brunswick) s. 75 (1)
- The directors place before every annual meeting comparative financial statements for a period ending not more than 6 months before the meeting, and the auditor's report, if one has been appointedBusiness Corporations Act (New Brunswick) s. 100 (1)
- The shareholders may appoint an auditor by ordinary resolution at each annual meeting; an incumbent auditor continues until a successor is appointed unless a resolution is passed not to appoint an auditor for the ensuing yearBusiness Corporations Act (New Brunswick) s. 105
- The corporation keeps a register of individuals with significant control, takes reasonable steps at least once each financial year to keep it accurate, complete and up to date, and records new information within 15 daysBusiness Corporations Act (New Brunswick) s. 99.3
Written resolutions instead of a meeting
A resolution in writing that deals with all the business of a shareholders' meeting and is signed by every shareholder entitled to vote, or in signed counterparts, satisfies the Act's requirements for that meeting. Subject to the articles, the directors can act by a resolution signed by all the directors entitled to vote.
When the year's business is due
The annual meeting, or the resolutions that replace it, comes within 15 months of the last one but no later than 6 months after the end of the previous financial year; a resolution of all holders of voting shares can extend that by up to 3 months. The financial statements placed before it cover a period ending no more than 6 months earlier.
The annual return goes to the Director by the last day of the month after the anniversary month, with its information as of the anniversary date.
The auditor and the significant control register
The shareholders appoint an auditor by ordinary resolution at each annual meeting, or pass a resolution not to appoint one for the ensuing year; otherwise the incumbent auditor stays on. The register of individuals with significant control is checked at least once each financial year, with new information recorded within 15 days.
Common mistakes
- Holding the annual meeting more than 6 months after the year end without the unanimous extension.
- Assuming an auditor ends automatically: in New Brunswick the incumbent continues unless a resolution not to appoint one is passed.
- Filing the annual return after the end of the month following the anniversary month.
- Never reviewing the significant control register.
Sources
- Business Corporations Act (New Brunswick) s. 187 (1), checked October 25, 2026
- General Regulation 81-147 s. 3.1, checked October 25, 2026
- Business Corporations Act (New Brunswick) s. 85 (1) and (4), checked October 25, 2026
- Business Corporations Act (New Brunswick) s. 95, checked October 25, 2026
- Business Corporations Act (New Brunswick) s. 75 (1), checked October 25, 2026
- Business Corporations Act (New Brunswick) s. 100 (1), checked October 25, 2026
- Business Corporations Act (New Brunswick) s. 105, checked October 25, 2026
- Business Corporations Act (New Brunswick) s. 99.3, checked October 25, 2026
Last reviewed October 25, 2026. Next review due January 25, 2027. This page explains published rules to help you write your report. It is not legal advice; the official text linked above governs.