New Brunswick Business Registration (6 Step Detailed Guide)

Registering a business in New Brunswick is a crucial step for your entrepreneurial venture. Whether you're a sole proprietorship or a corporation, follow these six essential steps to ensure compliance and smooth operations.

Step 1 - Do You Need to Register Your Business?

Sole proprietorships in New Brunswick are not required to register but if they intend to operate using a business name other than the owner's name they must register that business name. Corporations, on the other hand, must register before commencing their operations.

Every person who carries on business for trading, manufacturing or mining purposes otherwise than as a member of a firm and who in that business uses as his business name some designation other than his own name, or uses as his business name his own name with the addition of the words “and company” or any word or abbreviation indicating a plurality of persons, shall sign and register a certificate of his business name in the form prescribed by regulation within two months after the time when he commences so to carry on business.

Reference: Partnerships and Business Names Registration Act (NB)

Step 2 - Choose the Right New Brunswick Business Structure

The two most common business structures in New Brunswick are sole proprietorship and corporation. Partnerships will not be the focus of this guide.

Different Business Structures in New Brunswick

Corporation (New Brunswick)

Description. A legally separate business owned by shareholders. Governed by the Business Corporations Act (NB). Can be completely owned and operated by non-residents.
One-time government fee: $262.00
One-time name reservation fee: $13.80
Annual government fee: $60

Corporation (Federal)

Description. Similar to a NB Corporation but governed by the Federal district. 25% resident Canadian requirement.
Extra-Provincial Registration.Federal corporations with a headquarters in NB must complete the extra-provincial registration process.
One-time government fee: $200
One-time name reservation fee: $13.80
Annual government fee: $12

Sole Proprietorship

Description. A sole proprietorship is a business structure in which a single individual owns and operates the business, making them personally responsible for its profits, losses, and liabilities.
One-time name reservation fee: $112.00
Government Fee: $62.00 every 5 years

Pros and Cons of Different Business Structures

Business Type	Setup Fees	Pros	Cons
Corporation	$$$	Legal shield, easier to invest in, potential tax benefits	More complex, more expensive to set up and maintain
Sole Proprietorship	$	Simple structure & reporting	No legal separation between the individual and the business
Partnership	$	Can share costs between individuals	No legal shield, decisions require consensus between partners

Illustrative Costs Associated With Each Business Structure

	Corporation	Sole Proprietorship
One-time Government Name Search or Reservation Fee	Federal - $13.80 New Brunswick - $13.80	$112.00
One-time Government Fee	Federal - $200 New Brunswick - $262	N/A
Annual Government Fee	Federal - $12 New Brunswick - $60	$62.00 every 5 years
One-time Extra-Provincial Registration Fee	Federal - $212 New Brunswick - N/A	N/A
Annual Extra-Provincial Registration Fee	Federal - $220 New Brunswick - N/A	N/A
Legal	Lawyer ($1000+ and $500+/year), Ribbon ($300+/year)	$0+
Accounting	$1000+ for tax return preparation	$300+ for tax return preparation
Accounting Software	$0 to $700/year	$0 to $700/year
Payroll Software	$20/month + $3/employee	$20/month + $3/employee

Disclaimer. These are ballpark numbers to give a sense, situation and requirements will dictate

Step 3a - Register a Sole Proprietorship in New Brunswick

Registering a Sole Proprietorship in New Brunswick can be completed online and is typically processed in 1-2 weeks.

Steps to register a Sole Proprietorship:

1. Search for Name Conflicts. Check for name conflicts for your proposed name, by searching online and searching the Canadian Trademarks Database.

2. Submit a "Name Reservation Request". Through Welcome to SNB Online - Registration of a Business Name submit a Business Name Registration, part of this process will be a $112 fee.

Step 3b - Incorporate in New Brunswick

Businesses can be incorporated in New Brunswick as either a Federal Corporation or a New Brunswick Corporation. There are some relatively minor differences but importantly both can sell across Canada and across the globe. This guide will cover federal corporations with New Brunswick extra-provincial registration.

Registering a Federal Corporation with New Brunswick Extra-Provincial Registration

Extra-Provincial Registration

Extra-provincial registration in Canada refers to the process of a business entity obtaining permission to operate in a province or territory other than the one in which it was initially incorporated.

Steps to Incorporate a Federal Corporation with New Brunswick Extra-Provincial Registration:

1. NUANS Name Search. Conduct a NUANS name search through the Corporations Canada portal. Cost is $13.80 and is completed almost immediately.
2. Incorporate with Corporations Canada. Through the online portal, the same one you used for the NUANS Name Search, incorporate your business and pay a $200 fee. Corporations Canada provides recommended text you can use for items such as share classes, restrictions on share transfers, etc. Through the process you are required to sign the Articles of Incorporation and Initial Registered Office Address and First Board of Directors both of which are generated for you. You must keep a signed copy of both these documents.
3. New Brunswick Extra-Provincial Registration. The process involves emailing pdf copies forms to the NB Business registry and paying the $212 fee. Each extra-provincial corporation must have a local "Attorney for Service", this doesn't refer to a legal attorney but an individual who can receive legal notices for the corporation. Read the detailed guide for New Brunswick extra-provincial registration.
4. Set Up Minute Book and Resolutions. Each corporation must maintain a minute book, which holds registers, ledgers, bylaws, resolutions, articles of incorporation, etc. Every corporation must also have the board of directors and shareholders issue certain resolutions relating to topics such as bylaws, appointing officers and directors, waiving of an auditor, etc. This step can get pretty confusing and it's recommended you hire legal/accounting advisors or use a service like Ribbon to do this for you.

New Brunswick vs Federal Incorporation

Federal Corporations, compared to New Brunswick Corporations, have higher legal name protection and can move their HQ between provinces. New Brunswick Corporations have the benefit that they don't need to complete the extra-provincial registration process in New Brunswick.

Step 4 - Set Up Tax Accounts

Canada Revenue Agency Business Number. A business requires a Canada Revenue Agency Business Number if it is a corporation or if it needs a Canada Revenue Agency Account (GST/HST, Payroll Deductions, Import/Export). The Business Number is automatically assigned for corporations but sole-proprietorships need to apply for them.

Federal Corporation Integration with Canada Revenue Agency

Every Federal Corporation is automatically signed up for the Canada Revenue Agency Business Number. When filing a T2 Tax Return with the Canada Revenue Agency, the New Brunswick provincial corporate tax is taken by the Canada Revenue Agency so a separate provincial income tax return is not required.

Goods and Service Tax/Harmonized Sales Tax (GST/HST) Account. Sales tax in New Brunswick are integrated with the Canada Revenue agency and are charged as 15% HST on sales. If a business has sales of greater than $30,000 within the past 12 months it must register for a GST/HST account with the Canada Revenue Agency. Businesses that don't meet this mandatory threshold may still optionally register for the GST/HST account.

Payroll Account. If you have employees, and you hire them as employees not as contractors, you must register for a Payroll Account with the Canada Revenue Agency. Certain mandatory deductions such as Canada Pension Plan, Employment Insurance and Income Tax Deductions are remitted through the Payroll Account.

Step 5 - Obtain Licences and Permits

If you are ever uncertain of requirements you can call up a local government entity (city, township, etc.) and speak with a representative to clarify requirements for you to obtain the correct permit or licence.

tip

BizPal is a great resource that makes it easy to search for the permits and licences you may need to start or grow your business

Step 6 - Stay Compliant - Annual and Ongoing Obligations of New Brunswick Businesses

Sole Proprietorship Obligations

A sole proprietor must file a T1 Tax Return (Individual Tax Return) if the business:

• has to pay tax for the year;
• disposed of a capital property or had a taxable capital gain in the year;
• has to make Canada Pension Plan/Quebec Pension Plan (CPP/QPP) payments on self-employed earnings or pensionable earnings for the year;
• wants to access employment insurance (EI) special benefits for self-employed persons; or
• received a demand from the Canada Revenue Agency to file a return.

Reference - Canada Revenue Agency

Business Registry. Sole proprietorships must renew their registration every 5 years.

The remainder of the sole proprietorship obligations depends on what tax accounts, permits and licences they have signed up for.

Corporation Obligations

Corporate obligations are more demanding than the sole proprietors

Key annual and ongoing obligations

• File an annual return with the relevant business registry
• File T2 return with the Canada Revenue Agency
• File relevant returns for Canada Revenue Agency Program Accounts (GST/HST, Payroll, Import/Export, etc.)
• File relevant provincial taxes (may be required if you sell/operate in other provinces)
• Maintain a minute book
• Complete mandatory director and shareholder duties
• File relevant returns or file renewals for permits and licenses as applicable

Ribbon Makes Business Easy

To keep a corporation compliant is challenging. Ribbon gives entrepreneurs the tools to help them stay compliant. From setting up minute books, maintaining registers to annual filings, Ribbon let's Entrepreneurs focus on their business. Learn more about Ribbon or email support@getribbon.ai.

Conclusion

Starting the business registration process in New Brunswick is a crucial first step for your entrepreneurial venture here. Follow the six steps in this guide to navigate registration, select your business structure, and meet tax and licensing requirements, whether it's a sole proprietorship or corporation. Compliance with local regulations is key to your business's success, and there are plenty of resources available to assist you throughout this process.