To operate a foreign company in New Brunswick, you must register as an extra-provincial corporation with the provincial Corporate Registry. You will need a registered Agent for Service in the province, and the government filing fee is currently $212 CAD.
Expanding your international business into Canada is an exciting milestone. Whether you are an American tech firm setting up a satellite office in Fredericton or an overseas manufacturer expanding to Saint John, New Brunswick offers a welcoming business environment. However, before you can hire local employees or open a Canadian bank account, you must ensure your company is legally recognized by the provincial government.
Under the Business Corporations Act (New Brunswick), any company formed outside the province that wishes to “carry on business” locally must complete an extra-provincial registration. 🏢 This process ensures that the public and the government know who is operating within their borders. One of the biggest advantages of doing business here is that New Brunswick does not require your board of directors to include Canadian residents. Here is a clear guide on how to register your foreign corporation legally.
Step-by-Step Process in New Brunswick
Registering an extra-provincial company involves coordinating with Service New Brunswick. Working with a local law firm can make this process seamless, but here are the general steps you will follow.
Step 1: Conduct a NUANS Name Search
Your company’s current name might already be used by another business in Canada. 🔍 You must obtain a New Brunswick NUANS (Newly Upgraded Automated Name Search) report to prove your name is unique and available. If your original name is taken, you may need to operate under a distinct “assumed name” while in the province.
Step 2: Appoint an Agent for Service
Every extra-provincial corporation must have an “Agent for Service” or an “Attorney for Service” located within New Brunswick. This is not a lawyer in the traditional sense, but rather a resident individual or a local corporate law firm that is legally authorized to receive official government correspondence and legal notices on behalf of your company.
Step 3: Submit Registration Forms
Next, you will file a Statement of Registration with the Corporate Registry. 📤 You must also provide certified copies of your home jurisdiction’s incorporation documents (like your Articles of Incorporation) to prove your company legally exists in its home country.
Step 4: Register with the CRA and WorkSafeNB
Once provincially registered, you must register with the Canada Revenue Agency (CRA) to obtain a federal Business Number (BN) for tax purposes. If you plan to hire employees in Moncton or anywhere else in the province, you will also need to open payroll accounts and register with WorkSafeNB for workplace injury coverage.
How Much Does it Cost in New Brunswick?
Budgeting for your expansion involves both government fees and professional services. Here are the standard costs you can expect in CAD:
- Government Registration Fee: The current fee to register an extra-provincial corporation in New Brunswick is $212 CAD.
- NUANS Name Search: Generating the required name report costs approximately $45 CAD.
- Agent for Service Fees: If you hire a local law firm to act as your registered office/agent, expect to pay an annual fee of $300 to $600 CAD.
- Lawyer Legal Fees: Having a Canadian business lawyer handle the entire registration package usually costs between $1,000 and $2,500 CAD.
How Long Does the Process Take?
Getting your paperwork approved by Service New Brunswick is generally quite fast if your application is flawless. ⏱
| Registration Step | Estimated Timeline | Key Details |
|---|---|---|
| NUANS Name Search | 1 to 2 days | Fast online process, but requires review if the name is similar to existing ones. |
| Corporate Registry Filing | 5 to 10 business days | Standard processing time by Service New Brunswick once forms are submitted. |
| CRA Business Number | 1 to 2 weeks | Obtaining tax accounts from the federal government. |
Frequently Asked Questions (FAQ)
Do I need to live in Canada to open a business in New Brunswick?
No. New Brunswick is one of the Canadian provinces that does not have a residency requirement for corporate directors. You can be a foreign citizen living abroad and still legally operate an extra-provincial company here.
Will my foreign company pay Canadian taxes?
Yes. Any income generated through your operations in New Brunswick will generally be subject to Canadian federal and provincial corporate income taxes. You must file annual tax returns with the CRA.
Does this registration cover all of Canada?
No. Extra-provincial registration in New Brunswick only allows you to “carry on business” in this specific province. If you also want to operate in Nova Scotia or Ontario, you must register in those provinces as well.
Do I need a physical office in New Brunswick?
You do not necessarily need a commercial storefront, but you must have a physical address (not just a P.O. Box) for your Agent for Service within the province. Many foreign companies use their local law firm’s address for this purpose.
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