Annual meeting requirements in New Brunswick (NBBCA)
New Brunswick corporations must hold an annual shareholders' meeting under NBBCA s. 117 within 15 months of the previous meeting. The meeting can be replaced by unanimous written consent under NBBCA s. 127.
| NBBCA s. 117 | Annual meeting required |
|---|---|
| NBBCA s. 127 | Resolution in lieu of meeting |
| NBBCA s. 119-123 | Notice, quorum, voting |
| Deadline | Within 15 months of previous meeting |
| First meeting | Within 18 months of incorporation |
| Language | Notices may be sent in English or French (NB is officially bilingual) |
- Annual meeting under NBBCA s. 117 within 15 months of previous
- First annual meeting within 18 months of incorporation
- Three required matters: director election, financial statements, auditor
- Replaceable by unanimous written consent under NBBCA s. 127
- Notices may be in English or French; NB is Canada's only officially bilingual province
NBBCA s. 117 requirements
Section 117 of the Business Corporations Act (New Brunswick) requires every NB corporation to hold an annual shareholders' meeting within 15 months of the previous annual meeting. The first annual meeting must be held within 18 months of incorporation. The framework parallels the federal CBCA's 15-month rule.
Three required matters
Three matters must be addressed at the annual meeting: (1) election of directors; (2) presentation of financial statements; (3) appointment of an auditor (with waiver available for non-public corporations on unanimous shareholder resolution). New Brunswick's framework tracks the federal CBCA in this respect.
Written consent under NBBCA s. 127
The annual meeting can be replaced by a written consent of all voting shareholders under NBBCA s. 127. For closely-held NB corporations, this is the standard practice. The consent is effective on the date of the last signature and is documented in the corporate records as the annual meeting.
What's distinctive about New Brunswick
New Brunswick's bilingual status means annual meeting notices, minutes, and resolutions may be in English, French, or both. For corporations operating across language groups in NB, bilingual records are common practice. The substantive framework otherwise mirrors the federal CBCA closely, including the 15-month interval and the 18-month first-meeting deadline.
Octelligence generates the annual unanimous written consent or meeting minutes for every corporation, with director election, financial statement approval, and auditor appointment or waiver pre-formatted.
See Digital Corporate RecordsTracked deadlines, jurisdiction-specific templates, electronic written consents, and a complete minute book record.