Share register requirements in New Brunswick (NBBCA)
What a New Brunswick corporation must know about share register requirements under Business Corporations Act, SNB 1981, c. B-9.1 (NBBCA): statute citations, mechanics, and inspection rights.
| s. 38 | Securities register |
|---|---|
| s. 19 | Right of access |
| s. 68 | Transfers of shares |
| s. 36(13) | Uncertificated shares held in register |
- Records each shareholder's name, address, number and class of shares, date acquired
- Maintained at the registered office; electronic form permitted
- Inspection rights granted to shareholders and creditors
- Transfers, issuances, and cancellations recorded chronologically
- Legal source of truth on ownership; cap table is the operational view
What the NBBCA requires
Section 38 of the New Brunswick Business Corporations Act requires every NB corporation to maintain a securities register.
- Shareholder name and address
- Number and class of shares held
- Date each shareholder became a holder
- Certificate numbers and dates
- Complete transfer history (cedent, transferee, dates, certificates cancelled and issued)
Difference from the cap table
The register is the statutory document — the legal source of truth on ownership. The cap table is the operational analytical view that models current and fully-diluted ownership. When they diverge, it is almost always the cap table that has drifted.
Inspection rights
Shareholders and creditors have a statutory right to inspect the register during business hours, free of charge. They may take extracts; copies are available on payment of a reasonable fee.
In Octelligence, every issuance, transfer, and cancellation updates both the statutory register and the cap table simultaneously. You cannot have one without the other, which eliminates drift between them.
See Digital Corporate RecordsIssuances, transfers, cancellations recorded in real time. Cap table synchronized.