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Act honestly and with care
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New Brunswick stands fully covered: its own filings and guidance stand in the books beside the federal ones.
Directors and officers act honestly and in good faith, in the society’s best interests, with the care a reasonable person would show.
Serve the company honestly; a director who does may be indemnified by the company, except where the cost came of the director’s own wilful neglect or default. Binds: New Brunswick companies without capital stock (Companies Act, s. 18).
The law’s own words
“Any director, officer, or servant of the company, who knowingly makes, or assists to make, any untrue entry in any such book, or refuses or neglects to make any proper entry therein, shall besides any criminal liability that he may thereby incur, be liable in damages for any loss or injury that any person interested may have sustained thereby.”
Companies Act (New Brunswick), s. 108 · Read it at New Brunswick · Verified 2026-11-11
“Any director, former director, officer or former officer of a company … may, with the consent of the company given at any general meeting of the company, from time to time and at all times be indemnified and saved harmless out of the funds of the company from and against all costs, charges and expenses whatsoever … in or about the execution of the duties of his or her office … except costs, charges or expenses that are occasioned by his or her own wilful neglect or default.”
Companies Act (New Brunswick), s. 95 · Read it at New Brunswick · Verified 2026-11-11
“The affairs of the company shall be managed by a board of not less than three directors.”
Companies Act (New Brunswick), s. 87(1) · Read it at New Brunswick · Verified 2026-11-11
“The directors of a company shall be shareholders or members of the company.”
Companies Act (New Brunswick), s. 87(1.1) · Read it at New Brunswick · Verified 2026-11-11
“(a) anyone who is less than nineteen years of age; (b) anyone who is of unsound mind and has been so found by a court in Canada or elsewhere; (c) a person who is not an individual; (d) a person who has the status of bankrupt; or (e) a person convicted of an offence under the Criminal Code (Canada) or the criminal law of any jurisdiction outside of Canada (i) in connection with the promotion, formation or management of a corporation, or (ii) involving fraud …”
Companies Act (New Brunswick), s. 87(1.2) · Read it at New Brunswick · Verified 2026-11-11
Companies Act (New Brunswick), section 87
“The affairs of the company shall be managed by a board of not less than three directors.” “The directors of a company shall be shareholders or members of the company.” “The following persons are disqualified from being a director of a company: (a) anyone who is less than nineteen years of age; (b) anyone who is of unsound mind and has been so found by a court in Canada or elsewhere; (c) a person who is not an individual; (d) a person who has the status of bankrupt; or (e) a person convicted of an offence under the Criminal Code (Canada) or the criminal law of any jurisdiction outside of Canada (i) in connection with the promotion, formation or management of a corporation, or (ii) involving fraud …”
Source: Companies Act (New Brunswick), ss. 87(1), 87(1.1), 87(1.2) · Checked 2026-11-11