Most jurisdictions require you to file some kind of information return every year, but the due date and requirements vary from one jurisdiction to the next, so it’s important to look into your local jurisdiction’s requirements. The purpose of the annual return is to let the government know that the company is still active and ensure that they have all of its updated information. This article is about the New Brunswick Annual Return specifically. It is important to note that the annual returns that we are referring to are corporate annual returns, and they are completely separate from a tax return.
What is a New Brunswick Annual Return (“Annual Return”)?
In New Brunswick, all corporations incorporated under the laws of the Business Corporations Act (New Brunswick), are required to file an Annual Return. The Annual Return informs the government that the corporation is still active, and ensures that the government has the corporation’s up-to-date information on file. The information that the Annual Return form gathers is as follows:
- The year that the Annual Return filing is for: if the Corporation was incorporated in December, it may mean that the corporation will file their 2022 Annual Return in January of 2023. The same is true if a corporation is late in filing their Annual Return. All this to say—the Annual Return year you are filing isn’t necessarily the year that you are currently in.
- Full legal name of the corporation: This is how the Corporation’s name is written on the Certificate of Incorporation, Amendment, or Amalgamation. This is not the corporation’s “Doing Business As” name, if it has one.
- Corporation Number: The corporation number is the number that has been assigned to the corporation by the Corporate Registry at the time of formation. You can find this number of the corporation’s Certificate of Incorporation, Amalgamation, or Amendment.
- Full Address of the Corporation’s Registered Head Office: If the address of the corporation has been changed, and the government has the incorrect address on file, you can take this opportunity to update it. The address cannot be a P.O. Box Number. Typically, changes to the address should be recorded within 15 days of the change taking effect. The corporation has the option to include a phone number, as well.
- Mailing Address for the Corporation: If you would like notices, etc. to be sent to a different address, you can provide an alternate address here. For example, some corporations will provide their lawyer’s address if they are managing their Corporate Annual Maintenance. The mailing address can be a P.O. Box, unlike the registered head office address. This is where any mail from the Corporate Registry will be mailed to.
- Description of Business: This is just a brief description of the corporation’s primary business activity. For most corporations, this will be the same answer every year. If a corporation has gone through a large business transition, they may want to update their business activity.
- Name and complete addresses of all the directors of the corporation: If there have been changes to the director information (addition of a new director, resignation of a director, change in a director’s address), the corporation can take this opportunity to update the director information with the government. Similar to the address of the corporation, changes to director information should be recorded within 15 days of the change taking effect—however, sometimes these changes get missed, which is why the Annual Return filing is a great way to make sure the government has the corporation’s up-to-date information on file. Directors have the option to use the address of the registered head office.
- Signature: The Annual Return form must be signed by a director or authorized officer of the Corporation. They need to also include the date that they signed the form, and their position within the corporation.
When Does the Annual Return Form Need to Be Submitted?
The Annual Return form is due by the end of the month following the corporation’s anniversary month in each year. For example, if your corporation was incorporated on November 5th, then the Annual Return for that corporation would be due by December 31st of each year.
What Happens if I Am Late to Filing My Annual Return?
Failure to file the Annual Return on time could result in involuntary dissolution of the corporation. That being said, the government will typically mail out a “Notice of Decision to Dissolve” letter to a corporation before taking any action to give the corporation a chance to file their overdue Annual Return(s). The letter will contain a timeframe for filing before they take action. This is why it is very important that the government has the corporation’s up-to-date address, so they do not miss these types of notices.
To avoid the unnecessary stress of possible dissolution of your corporation, it’s best to just file your Annual Return on time.
How Do I File the Annual Return, and How Much Does It Cost?
You can always choose to hire someone else to assist you in filing your Annual Return, such as your lawyer or another third party provider. You also have the option to file it on your own—either by mail or online.
By Mail: Fee for filing by mail is $80, and must be made by cheque (payable to Service New Brunswick). The address to mail the form to is:
Corporate Registry
Service New Brunswick
P.O. Box 1998
Fredericton, New Brunswick
E3B 5G4
Online: Here is the link to file your Annual Return online. The fee to file your Annual Return online is $60.
We hope this article gave you a better understanding of the annual return requirements for a New Brunswick corporation. If you have any questions, or need assistance in filing your corporation’s annual return, please don’t hesitate to contact us.
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