Incorporate a Not-for-Profit in New Brunswick (2026)

Wondering how to incorporate a not-for-profit in New Brunswick? The province takes a distinctive approach: community organizations incorporate as not-for-profit companies under the Companies Act, an older statute that works by letters patent — a government-issued charter — rather than the articles-of-incorporation model used in most other provinces. Three or more people apply, and once the application is approved, letters patent incorporating the company are granted.

The process is administered by the Corporate Registry at Service New Brunswick (SNB), which reviews applications on behalf of the Director under the Companies Act. This guide is for first-time incorporators — the founders of sports clubs, churches, cultural associations, community halls and would-be charities — who need the requirements, forms and fees in plain English.

Key facts at a glance

Figures verified against Service New Brunswick sources in July 2026; confirm the current fee schedule before you file.

What counts as a not-for-profit in New Brunswick

A New Brunswick not-for-profit company is a corporation without share capital, created to pursue objects such as the relief of poverty, running a youth club, operating a church, or similar community, charitable and social purposes. The defining legal feature is the non-distribution constraint: the application for incorporation must state that the organization will not carry on any business or trade for the profit of its members. Revenue is allowed — membership dues, fundraising, program fees — but profits must be held and applied to the organization's purposes, and on dissolution any surplus typically passes to other non-profit organizations rather than to members.

Two comparisons help first-time founders place the not-for-profit company on the map. Against a for-profit corporation, the differences are structural: no shares, no shareholders, no dividends, and a charter (the letters patent) that limits activities to the stated objects. Against a registered charity, the difference is jurisdictional: provincial incorporation creates the legal entity, while charitable registration is a separate approval from the Canada Revenue Agency that unlocks donation tax receipts. Many New Brunswick organizations are incorporated not-for-profit companies without being charities; every well-run charity, however, starts with a properly incorporated body.

Why incorporate your not-for-profit

An unincorporated club is, legally speaking, just its members — which means members and volunteers can be personally exposed when the organization signs a lease, borrows money or faces a claim. Incorporation as a not-for-profit company creates a separate legal person that contracts, holds property and opens bank accounts in its own name, with continuity that survives changes in membership and leadership.

The practical payoff is credibility. Banks want incorporation documents before opening an organizational account. Provincial programs, federal funders like Canada Summer Jobs, and community foundations almost universally require incorporated status, and many ask for a year of financial statements and evidence of an active board. Landlords and insurers deal more readily with a corporation than a loose association. And if your goals include CRA charitable registration, the letters patent and by-laws you prepare now become the governing documents the CRA scrutinizes later — worth getting right the first time.

Step-by-step: how to incorporate a not-for-profit in New Brunswick

1. Confirm your three applicants. You need at least three people who are nineteen years of age or older to apply for incorporation. The application also names the first (provisional) directors, and the Companies Act framework requires a board of not less than three directors to manage the organization.
2. Choose a name and obtain a name search report. Review SNB's name guidelines, then obtain a name search report showing your proposed name is not confusingly similar to existing companies or registered business names. Submit the report with your application.
3. Prepare the Application for Incorporation of a Not-for-Profit Company. The application sets out your objects (the purposes the company will pursue), the head office location in New Brunswick with street and mailing addresses, the applicants' details, and the provisional directors. It must include the statement that the company will not carry on business or trade for the profit of its members.
4. Complete the Additional Information Form and assemble the package. Print documents on 8.5" x 11" paper and include the name search report.
5. File with the Corporate Registry and pay the fee. Fees scale with the cost value of the property the company will hold: $62 up to $25,000; $112 for $25,001–$50,000; $162 for $50,001–$75,000; and $212 above $75,000 — each including the $12 Royal Gazette publication charge.
6. Receive your letters patent. The application goes to the Director under the Companies Act via the Corporate Registry; once approved, letters patent incorporating your company are granted and notice is published in the Royal Gazette.
7. Adopt by-laws and organize. Hold your first meetings to adopt by-laws covering membership, officers, meetings, voting, borrowing, audits and fiscal year-end, and put your registers and minute book in place.

A note on modernization: New Brunswick has been updating its corporate statutes in recent years — the Legislative Assembly passed amendments modernizing the Business Corporations Act — but not-for-profit companies continue to be governed by the letters patent regime of the Companies Act. Watch the Corporate Registry's Acts and Regulations page for any future reform affecting non-profits.

Official forms and links

After incorporation: ongoing compliance

The keystone filing is the annual return. Every not-for-profit company files Form 35.1 with the Corporate Registry before the end of the month following its anniversary month — the month in which it was incorporated. There is no government fee for the paper filing, and only a $2 convenience fee if you file electronically, so cost is never an excuse. Failure to file can lead to loss of corporate status; a dissolved company must then apply for revival ($12) to be restored.

Governance obligations run alongside. The company must hold a general meeting of members at least once a year, at which the directors present a full statement of the organization's affairs and financial position. Keep your registers, minutes and by-laws current, and file changes as they happen: Form 46 for a change of head office and Form 47 for a change of directors (no fee on paper; $2 e-filed). Bigger changes — altering your objects or your name — require an application for supplementary letters patent ($112, or $62 for a name change).

Staying current matters beyond the registry. Funders routinely check corporate status before releasing grant money, and a lapsed company can find its bank account frozen at exactly the wrong moment.

Frequently asked questions

How many people do you need to start a non-profit in New Brunswick?

At least three people, each nineteen years of age or older, must apply for incorporation of a not-for-profit company under the New Brunswick Companies Act. The organization must then be managed by a board of not less than three directors, so most groups line up their founding board before filing.

How much does it cost to incorporate a non-profit in New Brunswick?

Government fees range from $62 to $212, depending on the cost value of property the company will hold: $62 up to $25,000, $112 to $50,000, $162 to $75,000, and $212 above that. Each tier includes the $12 Royal Gazette publication charge. The annual return itself carries no government fee on paper.

What is Form 35.1 in New Brunswick?

Form 35.1 is the Annual Return for non-profit companies. It must be filed with the Corporate Registry before the end of the month following the company's anniversary month each year. Paper filing is free; e-filing carries a $2 convenience fee. Repeated failure to file puts the company at risk of dissolution.

Do I need a name search to incorporate a non-profit in New Brunswick?

Yes. Your application must include a name search report demonstrating that the proposed name is not confusingly similar to existing companies or registered business names in New Brunswick. Review Service New Brunswick's name guidelines first, and have backup names ready in case your first choice is too close to an existing one.

What are letters patent?

Letters patent are a government-issued charter that creates the corporation — New Brunswick's equivalent of a certificate of incorporation for non-profit companies. You apply to the Director under the Companies Act through the Corporate Registry; if approved, letters patent are granted setting out your company's name, objects and first directors.

Can a New Brunswick not-for-profit company make a profit?

It can earn revenue — dues, fundraising, program fees — but it cannot carry on business or trade for the profit of its members. Surpluses must be applied to the organization's purposes, and on dissolution remaining assets typically go to other non-profits. This non-distribution rule is what legally separates a non-profit from a business corporation.

Start your New Brunswick not-for-profit with expert help — free consultation

You bring the mission; we handle the paperwork. In one free consultation, a CRS incorporation specialist will review your three proposed names, confirm your board meets New Brunswick's minimum director requirements, and map out every form, fee, and filing you need — including whether federal or provincial incorporation is the better fit and how it affects future grant and charity applications.

Book your free not-for-profit consultation →

Tell us about your organization — proposed names, board members, registered address, and what your not-for-profit will do — and we'll come to the call prepared.

Related guides

• Not-for-Profit Incorporation in Canada: The Complete Guide
• New Brunswick grants for not-for-profits
• Federal not-for-profit incorporation (Canada Not-for-profit Corporations Act)
• How to incorporate a not-for-profit in Nova Scotia