Is the New Brunswick statute closely modeled on the federal CBCA?

Yes, with the notable exception of Nova Scotia which follows the UK Companies Act tradition. The other CBCA-tradition provinces (Saskatchewan, Manitoba, New Brunswick, PEI, Newfoundland and Labrador) have provincial Business Corporations Acts that closely mirror the federal CBCA in structure, terminology, and most key sections.

Must NB share certificates be issued in both official languages?

Not strictly. NB is officially bilingual, but certificates can be issued in either or both official languages. For corporations with shareholders who operate primarily in French, certificates are typically issued in French or bilingually.

Are there electronic filing options for this jurisdiction?

Yes. The Corporate Affairs Branch, Service New Brunswick typically offers an online portal for filings and lookups. Electronic filings are usually processed faster than paper. Verify current options on the registry's website.

Canada · New Brunswick

Share certificate requirements in New Brunswick (NBBCA)

What a New Brunswick corporation must know about share certificate requirements under Business Corporations Act, SNB 1981, c. B-9.1 (NBBCA): statute citations, mechanics, and inspection rights.

Governing statute

Business Corporations Act, SNB 1981, c. B-9.1 (NBBCA)

s. 36	Share certificate content
s. 36(11)	Restrictive notations
s. 36(13)	Uncertificated shares permitted
s. 68	Endorsement and transfer

At a glance

Must show corporation name, holder name, number and class of shares, date
Signed by a director or officer; mechanical signatures permitted in some contexts
Restrictive notations required when shares are subject to transfer restrictions
Uncertificated shares permitted in CBCA-tradition provinces
Transfers recorded in the securities register

What the NBBCA requires

Section 36 of the New Brunswick Business Corporations Act prescribes share certificate content, closely modeled on the CBCA.

Corporation name (in full)
Statement that the corporation is incorporated under the applicable Act
Name of the person to whom the certificate is issued
Number and class or series of shares
Signature of a director or officer

Restrictive notations

When shares are subject to transfer restrictions (unanimous shareholders agreement, options, or other restrictions), the certificate must bear a restrictive notation. Without it, the restriction may be unenforceable against a good-faith purchaser without notice.

Uncertificated shares

Most CBCA-tradition provinces permit corporations to issue shares without physical certificates. In that case, the securities register is the proof of ownership. This option is increasingly common, especially for closely-held corporations.

In Octelligence

Verifiable share certificates, issued correctly.

Octelligence issues share certificates that comply with the applicable provincial statute. Each certificate carries a QR-verifiable hash and is linked to the issuance in the share register, with full history of cancellations and reissues.