- Refers to one or more of the following: Business Corporations Act, Companies Act, Limited Partnership Act or Partnerships and Business Names Registration Act.
Since April 25, 1998, amendments to the charter of a company or corporation have been recorded on the Corporate Affairs database. For categories 11 and 12, it will set out any supplementary letters patent. For categories 58, 59, 60 and 61, it will set out any articles of amendment.
Where the amendment includes a name change, it is set out under "Name Change History". Where the amendment does not include a name change - e.g. only a change in the share structure of a corporation - such amendment will only be recorded under "Amendments Other Than a Name Change".
- To verify if any amendments other than a name change took place for a company or corporation prior to April 25, 1998, you will need to verify this with the Corporate Affairs Branch.
- For categories 58, 59, 60 and 61, if restated articles of incorporation have been filed, this information is also set out in this section if the restated articles were filed since April 25 1998.
- To verify any restated articles prior to April 25, 1998, you will need to verify this with the Corporate Affairs Branch.
For companies or corporations incorporated by special Act of the Legislature, the Corporate Affairs database does not necessarily track amending Acts that have been enacted or proclaimed. Tracking of these amendments which could amend the name of the company or corporation or other provisions of the special Act have been done on a limited "best" efforts basis.
If amending Acts are of importance to you, you may wish to review the relevant yearly Statutes of the Province of New Brunswick to ensure whether any amending Acts were enacted or proclaimed.
Alternatively, you may request a Certificate of Status on the corporation from the Corporate Affairs Branch. The Certificate of Status will indicate whether any amending Acts have been enacted or proclaimed for any relevant special Act company or corporation that is subject to either the Business Corporations Act or the Companies Act. The fee for a Certificate of Status is $20.00
Annual Return Deficiencies
Note - Where a company, corporation or extra-provincial corporation has a "B" status and its last status change date is before January 1, 1989, then in all likelihood, it has pre-1989 annual return obligations which are still outstanding as well as any deficiencies set out post 1989.
When reviewing any information on annual return deficiencies of a company, corporation or extra-provincial corporation, one should review and understand the corporation's "status". See "Status".
For example, for a corporation which has been dissolved for failure to file annual returns, this section will show any annual return deficiencies of the corporation up to its date of dissolution, i.e. last status change date. Nevertheless, if steps are to be taken to revive the corporation, the annual return obligations between the date of dissolution and date of revival will need to be addressed. See information kit on revivals.
For J, K or L status, the corporation has either been amalgamated, continued out of the Province or has been exempted from continued registration. This section will show any annual return deficiencies of the corporation to its date of amalgamation, continuance or exemption.
Annual Return Obligations
For categories 11 and 12
For categories 58, 59, 60 and 61
For categories 62 and 64
It should be noted that extra-provincial corporations can file an election of anniversary month. This would allow the corporation to file the annual return and pay any relevant annual return fee based on the month of incorporation in its home jurisdiction instead of the month of initial registration (or exemption) in New Brunswick.
Business Names of Companies, Corporations and Extra-Provincial Corporations
- The database of Corporate Affairs has only been able to perform this linkage since January 1987. As such, business names registered initially prior to January 1987 may not link to the corporation/company record under this section heading.
If you require further information on this, contact the Branch.
This represents companies that were subject to the Companies Act prior to January 1, 1987 that were not deemed continued under the Business Corporations Act. Aside from companies incorporated under the Companies Act, a number of companies incorporated by special Act of the Legislature and that were subject to Companies Act may be set out in this category.
This category is composed of tombstone registrations, i.e. all companies have been dissolved, have had their charter surrendered or forfeited, been amalgamated or discontinued. Check the status on each to determine this.
Companies in this category were normally considered to be profit oriented in nature. A few exceptions may exist. Reference to the letters patent of the company may be helpful in this instance.
11 - company - Companies Act
Companies in this category will normally be considered to be non-profit or not-for-profit in nature. A few exceptions may exist. Reference to the letters patent of the company may be helpful in these instances.
Aside from companies incorporated under the Companies Act, a number of companies incorporated by special Act of the Legislature that are subject to the Companies Act are set out in this category.
12 - company - Companies Act
This category has been in effect since 1990. Companies incorporated by special Act prior to 1990 and subject to the Companies Act may be set out in this category or category 10 or 11, as the case may be.
50 - partnership - Partnerships and Business Names Registration
As well, registrations of partnerships, which occurred prior to May 1, 1981 under the Partnerships Registration Act were recorded on a best effort basis in the Registry's database in 1981.
51 - business name - Partnerships and Business Names Registration
As well, registrations of business names, which occurred prior to May 1, 1981 under the Partnerships Registration Act were recorded on a best effort basis in the Registry's database in 1981.
53 - limited partnership - Limited Partnership Act
54 - extra-provincial limited partnership - Limited Partnership
58 - corporation - Business Corporations Act
This represents corporations incorporated since January 1, 1982 by special Act of the Legislature and which are subject to the provisions of the Business Corporations Act
As well, a number of special Act incorporations prior to January 1, 1982 are set out in this category by reason of the fact such corporations were deemed continued as being subject to the Business Corporations Act on January 1, 1987 pursuant to section 2(1)(c) of the Act.
59 - corporation - Business Corporations Act
Since at least September 1992, deemed continued corporations that filed articles of continuance have had their category adjusted from category 59 to category 61.
Since 1998, where a deemed continued corporation that was dissolved became revived, its category classification remained the same. If the revival took place prior to 1998, its category may be either 59 or 61.
60 - corporation - Business Corporations Act
61 - corporation - Business Corporations Act
As well, corporations revived pursuant to the provisions of the Act would have been classified under this category up to 1998. Now, a corporation that is a category 59 or 60 corporation at the time of dissolution would continue to be classified as a category 59 or 60 upon its revival.
62 - extra-provincial corporation - Business Corporations Act
As well, certain extra-provincial corporations which were in compliance with reporting requirements of the Companies Act were deemed, effective October 1, 1981, to be registered as extra-provincial corporations under the Business Corporations Act.
64 - extra-provincial corporation - Business Corporations Act
Dispute - director
This applies to categories 10, 11, 12, 58, 59, 60, 61, 62 and 64.
If the application is proceeded with and the continuance takes place, a certificate of discontinuance (Business Corporations Act) or a notice of discontinuance (Companies Act) will be issued in accordance with the provisions of those Acts.
This applies to categories 11, 12, 58, 59, 60 and 61.
The status of these companies should be verified with the Corporate Affairs Branch. In most cases, the Branch will provide details on the dissolution date of the company. Nevertheless - due to past record keeping and the fact a company has a perpetual existence unless formally dissolved, certain of these companies may still be in formal legal existence. If one is relying on the status and status code for these companies, please first contact the Corporate Affairs Branch.
- In cases where a company/corporation was incorporated prior to January 1, 1990 and no Notice of Change of Directors has been received since January 1, 1990, the directors' field will appear, but there is no information set out in the operational database of Corporate Affairs. In this case, contact Corporate Affairs for information on who the directors are.
- For categories 10, 11, 12, 58, 59, 60 and 61, the field sets out the current directors of the company/corporation in accordance with the latest Form on file that indicates who are the most current directors of the company/corporation.
- Latest form on file means the following
Election of Anniversary Month
This information is not presently entered in the database. Contact the Corporate Affairs Branch for information on the general partners.
Head Office Address
Last Annual Return
This field has been operational since 1989. Corporations are required under the respective Act(s) to file an annual return on a yearly basis. No requirement exists to file an annual return in relation to the year of incorporation for a company/corporation and the year of registration for an extra-provincial corporation.
For a partnership or business name, a certificate of renewal is required to be registered every 5 years from the date of initial registration (or previous renewal).
For a limited partnership or extra-provincial limited partnership, a new declaration is required to be filed to replace the initial (or previous) declaration prior to the expiry date of the initial (or previous) declaration. A declaration expires five years after its date of filing.
Where a partnership, business name, limited partnership or extra-provincial limited partnership is not in compliance with its renewal obligations, the registration is still in effect under the respective Act, but the business has not complied with its renewal/new declaration obligations.
Last Status Change Date
As well, for existing companies, corporations and extra-provincial corporations that have an A status, their status will automatically change to a B status where the company/corporation is delinquent in meeting its current annual return filing obligations. That is, if the current year obligation is not met within one months of its anniversary month, then the status will be changed from "A" to "B" and the status change date will reflect this change having occurred.
Since April 25, 1998, the Corporate Affairs database has been able to recognize both upper and lower case letters and French character set for new registrations and changes to the name of an existing business. The name is entered into the Registry as it appears on the relevant registration document under the Act(s).
The Corporate Affairs Branch does not determine whether particular letters or words in the name of the business should be in upper or lower case or have French character set. It is the business which determines how it wishes its name to be set out in its registration documents.
Differences may well exist in the appearance of the name as to whether it is on one or two or more lines as compared with the actual registration documents. This is the result of either the database field size for names or the user's computer screen resolution. If this characteristic of the name is important, reference to the actual registration documents should be made.
Prior to April 25, 1998, the database was strictly upper case with no ability to recognize French character set. The name that is set out on the actual document dealing with the registration is the official record of the name. If the actual setting out of the name - i.e. whether it is in upper or lower case and whether French character set is set out or not is important to you - reference to the actual registration document should be made. This can be done by contacting the Branch or requesting a copy of the relevant document from the Branch.
As well, it should be noted that certain names have exceeded the actual character length of the name field. Since April 25, 1998, the character length field is 120 characters. Prior to that, it was 75 characters in length.
When a name is longer than the field length, the name has been entered up to its cut off point, or cut short to the last full word in the name. The indicator * has been entered at the end of the name field when the Branch is aware the name exceeds the field length. In these cases, please contact the Branch in order to get the full name of the business or request a copy of the relevant registration document from the Branch.
Name Change History
Please note where a name change has taken place, the amendment effecting the name change may or may not have amended other aspects of the charter of the company/corporation. (E.g. amendment of the share conditions of a corporation). Where such information is important, you may wish to request a copy or certified copy of the amendment document which effected the name change. Copies and certified copies are available from the Branch at a cost of $10 and $20 respectively.
- For category 50
- For category 53
- For category 54
It is always prudent to check with the "home" jurisdiction of the extra-provincial limited partnership to verify its records.
- For categories 62 and 64
It is always prudent to check with the "home" jurisdiction of the corporation to verify its records.
Partners - Partnerships and Business Names Registration Act
Receivership (Notice of Receivership)
For categories 58, 59, 60 and 61, a Notice of Change of Registered Office - Form 2 - is required in order for a change in this field to occur.
For categories 62 and 64, a Notice of Change of Registered Office - Extra-Provincial Corporation - Form 28 - is required in order for a change in this field to occur.
Registrant of a Business Name
- This includes any reinstatement of the registration of the extra-provincial corporation which has occurred since April 25 1998. Reinstatements prior to April 25, 1998 are recorded only on the paper/microfiche records of the Corporate Affairs Branch.
- In the unusual circumstance that a corporation has been reinstated more than once since April 1998, this field will display only the most recent reinstatement date.
- This indicates any revival of the company or corporation which has taken place since April 25, 1998. Revivals prior to April 25, 1998 are recorded only on the paper/microfiche records of the Corporate Affairs Branch.
- In the unusual circumstance that a corporation has been revived more than once since April 25, 1998, this field will display only the most recent revival date.
The terms used are as follows:
For an understanding of these terms and how they relate to the category of the business, please refer to "Status Code".
Please note for example that "active" refers to both "A status" and "B status" businesses. Basically, "active" indicates the registration of the business is still in effect.
- the company/corporation is legally in existence and is in compliance with its annual return obligations.
For categories 62 and 64
For categories 50 and 51
For category 53
As well, a limited partnership continued under the Act as of August 1, 1984 and has filed a declaration in accordance with section 47(1) of the Act is in legal existence.
For category 54
- the company/corporation is in legal existence but is not in compliance with its annual return obligations.
For categories 62 and 64
- the company/corporation is no longer in legal existence in accordance with the specific provisions of the Companies Act or Business Corporations Act.
Under the Companies Act, the company's charter is either forfeited or the company is dissolved.
Under the Business Corporations Act, the corporation is dissolved.
For special Act companies and corporations, this status code may also reflect the effective date of repeal of the special Act. Specific inquiry is needed to confirm this.
For categories 62 and 64
For category 50
For category 51
For category 53
For category 54
- under the respective Acts, proceedings can be initiated by the Director (or Minister) to dissolve the company/corporation. When such a proceeding has been commenced and is still ongoing, the status reflects an "I". The company/corporation may decide to take steps to avoid a dissolution.
For categories 58, 59, 60 and 61 as well, a corporation may file a statement of intent to dissolve. In that case, the status is changed to "I" as of the date of receipt of the notice. When a statement of revocation of intent to dissolve is filed or the corporation becomes dissolved, a change from "I" status will occur.
For categories 62 and 64
- Alternatively, the extra-provincial corporation may voluntarily ask that its registration/exemption be cancelled.
- this signifies that the company/corporation was an amalgamating company/corporation in an amalgamation. The company/corporation resulting from the amalgamation, i.e. the amalgamated company/corporation will have a separate and distinct reference number.
- This signifies that in accordance with the respective Acts, the company/corporation has continued out of New Brunswick.
Where the exemption applied, the status of any existing registration was changed to "L" status, as the exemption applies by operation of the law.
For those Nova Scotia businesses that are set out with an "L" status, the registration information on the Corporate Affairs Registry is viewed as "dated" tombstone information. For up-to-date information on these businesses, the inquirer will need to contact the Registrar of Joint Stock Companies in the Province of Nova Scotia.
|© 2000 Service New Brunswick|
Home - Contact - FAQ - About - New - NB Gov. - Site Map - Français