Also note that the use of the private issuer exemption is subject to restrictions on transfer being set out in the constating documents of the corporation e.
Where the constating documents do not contain such provisions, you may wish to file Articles of Amendment to add such provisions to the Articles of the corporation. An example of wording for these provisions in the Articles is: No securities, other than non-convertible debt securities, shall be transferred without the consent of the directors or shareholders of the corporation expressed by resolution passed at a meeting of the board of directors or the shareholders or by an instrument or instruments in writing signed by all such directors or shareholders Caveat: You should obtain legal advice prior to using this suggested wording or any variation of it in the Articles.
Also, the above wording may or may not be appropriate for your corporation. Likewise it may not meet the regulatory requirements of other jurisdictions if the corporation is issuing its securities in another jurisdiction or the security holder or purchaser resides in a jurisdiction other than New Brunswick. The above is for information only. It is not intended as legal advice. The information on this page is provided in conjunction with the Financial and Consumer Services Commission.
You may specify the minimum number and maximum number or a fixed number of directors. For further information dealing with the directors of a corporation, please refer to s. Restrictions on Business the Corporation May Carry On In most cases a corporation does not restrict the business that it may carry on.
Normally, one would not wish to restrict the business the corporation may carry on. If, however, you wish to restrict the business, you may do so by setting out "that the business of the corporation is restricted to the following It is highly recommended that you consult with your business or legal advisor on any proposed wording and the legal consequences of putting restrictions on the business.
Please note by s. The above concepts apply equally if you are filing Articles of Amendment, Articles of Amalgamation or Articles of Continuance.
The corporation, with its legal and business advisor, should determine whether any other provisions should be set out in its Articles. Many corporations are incorporated without any additional provisions being set out in the Articles of Incorporation. The following list some areas where some corporations choose to set out other provisions. This is not a definitive list nor is it intended to provide advice on whether it should be included in the Articles.
In particular, s. In some cases, a corporations Articles of Incorporation specifically provide for this: The corporation and its shareholders must decide whether they are satisfied with the provisions set out in Section Section 27 permits provisions to be set out in the Articles which either eliminate or alter the preemptive rights set out in Section It is highly recommended you seek legal or business advice on the above prior to deleting, changing or adding provisions in this area.
Summary The above sets out some of the additional provisions added to Articles of Incorporation of some corporations. The same concepts apply equally if you are filing Articles of Amendment, Articles of Amalgamation and Articles of Continuance.
The STAdeals with transfers of several types of securities such as shares, bonds and other property interests that arise when investments of various kinds are dealt with. The STA is part of a cross Canada initiative to modernize the rules for the transfer of securities on a harmonized basis. However, the Act reinforces any restrictions on transfer that the shares contain. How do I make changes to my corporation?
If you wish to make changes to the name of your corporation, share structure change and other fundamental changes you may file Articles of Amendment. Alternately, you may complete and file the Articles of Amendment by mail or in person at Corporate Registry.
Preparing the Articles of Amendment - General You should be certain what provisions in the charter of the corporation you wish to change.
Please refer to your incorporation documents plus any amendments that have been filed to date. Secondly, when completing the Articles of Amendment, use language that is clear to indicate what you are doing. Are you adding a new provision, changing an existing provision or deleting a provision. The NUANS report must have been done within the last 90 days and set out the proposed new name of your corporation.
If you are changing the name of your corporation to a numbered corporation a NUANS report is not required. You may want to consult your business or legal advisor to see whether this is a suitable alternative for you. These words are called legal identifiers, and identify it as being a corporation. Usually, these identifiers are found at the end of the name of the corporation. Prerequisite to filing Articles of Amendment The corporation must approve of the proposed changes to the charter.
This is done by having the shareholders approve of the changes by means of a special resolution of the shareholders. You should not proceed to file Articles of Amendment without having obtained the necessary shareholder approval. In some instances, the draft Articles of Amendment is submitted to the shareholders for approval, whereas in other cases, the shareholders strictly approve of the changes to the Articles e.
Where a corporation which has a designated number name wishes only to file Articles of Amendment to change its name to a name that is not a number name, shareholder approval is not a prerequisite. The Act permits the directors to approve of the proposed change and to file the Articles of Amendment in that case. Shareholders Voting on the Proposed Changes As indicated in the above section, the shareholders must approve of the proposed changes. This is governed by s. If you are uncertain whether a particular class or series of shares is entitled to vote separately as a class or series, you should consult with your legal advisor.
Please note that a particular class or series of shares may be entitled to vote separately as a class or series of shares even though the shares of that class or series otherwise does not carry the right to vote [see s.
When is the Amendment effective? Upon submitting the Articles of Amendment to Corporate Registry, the office will review the Articles. It will be dated the date of receipt of the Articles of Amendment provided the Articles are in compliance with Act.
It not, the dating will be as of the date matters have been rectified and approved by Corporate Registry. When submitting Articles, you may request that the Articles be given a future date. If you wish to do this, complete the Special Instructions section of the application module. In this case, the Certificate of Amendment will be issued on the date requested. It will not be issued prior to the date requested. Your business or organization may well need to register with other Government of New Brunswick departments and agencies in relation to activities you do in New Brunswick e.
The relevant legislative and regulation provisions in New Brunswick that govern the exemption in New Brunswick for Nova Scotia corporations, partnerships and sole proprietorships business names are as follows:
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