Minute book requirements in New Brunswick (NBBCA)
New Brunswick corporations keep their corporate records at the registered office under NBBCA s. 23. The required records, access rights, and penalty regime align closely with the federal CBCA.
| NBBCA s. 23 | Required corporate records |
|---|---|
| NBBCA s. 25 | Right of access |
| NBBCA s. 49 | Share register |
| Records location | Registered office in New Brunswick |
| Inspection rights | Shareholders and creditors during business hours |
| Penalties | Up to $5,000 individual / $25,000 corporate under NBBCA s. 199 |
- Records under NBBCA s. 23: articles, bylaws, minutes, resolutions, directors' register, share register, accounting records
- Kept at the registered office in New Brunswick
- Shareholders and creditors may inspect during business hours under NBBCA s. 25
- Records may be kept in any format that allows reproduction in legible form
- Penalties under NBBCA s. 199 apply for failure to maintain records
What NBBCA s. 23 requires
Section 23 of the Business Corporations Act (New Brunswick) lists the records every NB corporation must maintain: articles and bylaws (with amendments), minutes of meetings and resolutions of shareholders, minutes and resolutions of directors and any committee, registers of directors and officers, the share register, and accounting records sufficient to support financial statements.
Access under NBBCA s. 25
Section 25 gives shareholders, directors, and creditors the right to examine the corporation's records during business hours. They may take extracts free of charge. New Brunswick is bilingual, and the corporate records may be maintained in English, French, or both, depending on the corporation's preference.
Penalties for non-maintenance
Failure to maintain the corporate records is an offence under NBBCA s. 199, with fines up to $5,000 for individuals (including directors) and up to $25,000 for the corporation. Repeated or willful failures can attract higher penalties. In practice, prosecutions are uncommon, but missed records can become material in disputes (shareholder oppression claims, minority-rights cases) where the burden of proof shifts when records are incomplete.
What's distinctive about New Brunswick
New Brunswick is one of two officially bilingual Canadian provinces, and corporations operating in both languages typically maintain records in both. The corporate-records regime mirrors the federal CBCA with minor adjustments. New Brunswick does not have a separate beneficial-ownership register requirement at the corporate level yet (some other provinces, like BC, have added these), though federal CBCA corporations operating in NB will still need to maintain the federal ISC register at their federal registered office.
Octelligence keeps the corporate record up to date as the corporation evolves: articles and amendments, bylaws, registers of directors and shareholders, written resolutions, and share certificates, all in one structured place with a complete activity log.
See Digital Corporate RecordsStructured corporate records, jurisdiction-aware templates, and a complete audit trail.