For many small business owners, deciding to incorporate is a big step that signals growth, structure, and long-term planning. When it comes time to take that big step, you may ask yourself: Do I need a lawyer?

The short answer? Not always—but it depends on your situation.

Let’s walk through the key considerations.

What Does It Mean to Incorporate?

Incorporating creates a legal entity that is separate from its owners. This new entity—a person in the eyes of the law—can enter into contracts, own property, hire employees, and be taxed independently. One of the biggest advantages of incorporating is limited liability: shareholders are generally not personally responsible for the corporation’s debts.

Another major reason people incorporate is taxation. If your business is earning enough money that you want to defer personal taxation by choosing to pay yourself less in a given year than your business earned, you can typically only do this through a corporation. Your accountant can advise you when you’ve reached a point where there may be tax advantages to incorporating.

In Canada, you can incorporate either federally or provincially. Most small businesses in Sussex and throughout New Brunswick should choose provincial incorporation, which is handled through SNB Corporate Affairs.

Can You Incorporate on Your Own?

Yes, you can. Many entrepreneurs use SNB’s online portal to incorporate directly. This route is relatively straightforward for simple businesses, especially if you are:

• The sole director and shareholder
• Not planning to bring on partners or investors anytime soon
• Operating a business with low legal risk
• Not planning to issue different classes of shares or customize your share structure
• Not planning to transfer any property into the corporation’s ownership

In these cases, a do-it-yourself incorporation can work—but it comes with caveats.

If you choose to do this yourself, be careful. We frequently see mistakes that clients made during a DIY incorporation—mistakes we’re later hired to fix. These include incorporating in the wrong jurisdiction, using a share structure that doesn’t allow for flexibility or growth, or failing to prepare essential documents. These missteps can be costly to correct.

When a Lawyer Becomes Essential

There are several situations where involving a lawyer can save you time, money, and potential legal trouble down the road:

1. Customized Share Structure

Not all corporations are created equal. If you’re planning for different classes of shares (e.g., common and preferred shares), dividend planning, or succession planning, legal and accounting advice is crucial to set things up properly. If there is any significant complexity to your corporation, your accountant and lawyer will work together to ensure your corporation is tailored directly to your needs.

2. Professional Corporations

Lawyers, accountants, physicians, and other regulated professionals have special rules around incorporation. If you’re setting up a professional corporation, you may need legal assistance to meet your regulatory body’s requirements.

3. Multiple Shareholders or Partners

If more than one person is involved in ownership, you may want to define each party’s rights and responsibilities with a shareholders’ agreement—something best handled by a lawyer.

4. Long-Term Planning

Thinking about bringing in investors? Transitioning your business to family members? Selling the business one day? A lawyer can help you structure the corporation with the future in mind and make sure everything is set up correctly from the start to avoid complications down the road.

What a Lawyer Actually Does When You Incorporate

A lawyer does more than just file forms. When we incorporate a business for a client, we typically:

• Search and reserve their preferred corporate name
• Draft custom Articles of Incorporation, often with input from their accountant
• Prepare the corporation’s by-laws and incorporating resolutions to ensure the corporation is compliant with the New Brunswick Business Corporations Act
• Issue and record share certificates, so the corporation’s ownership is clearly reflected
• Create your minute book, which acts as a record of all corporate activity and is essential to have if you ever intend to sell your business
• Draft a shareholders’ agreement (if needed)
• Provide advice on structure, ownership, and tax implications in collaboration with your accountant

It’s not just about ticking boxes—it’s about setting your business up on a solid legal foundation.

So—Do You Need a Lawyer?

If your business is simple and you’re comfortable doing some research, you might not need one to get incorporated.

But if you’re investing serious time and money into your business, have partners or shareholders, or want to ensure things are done right the first time—then yes, it’s worth involving a lawyer early on.

It can help you avoid costly mistakes, protect your interests, and give you peace of mind as you grow.

Thinking About Incorporating?

At Malone Freeze Law, we help entrepreneurs and professionals in Sussex and throughout New Brunswick incorporate with confidence. Whether you’re starting fresh or restructuring an existing business, we’re happy to answer your questions—and help you decide whether incorporation is right for you.

 

The information provided here is for general informational purposes only and does not constitute legal advice. Every individual’s situation is unique, and the laws governing corporations in New Brunswick  may change over time or differ based on specific circumstances. We recommend consulting with a qualified lawyer to discuss your particular situation before making any legal decisions

 

If you’re buying a property in New Brunswick, or already own one, you may have heard about the difference between the land titles system and the older registry system.

While the older registry system records transactions related to a property, it doesn’t provide a complete or government-backed guarantee of ownership. On the other hand, the land titles system offers an up-to-date, government-certified record of property ownership and encumbrances, simplifying the buying and selling process. Here’s a breakdown of what you need to know about converting properties from the registry system to the land titles system, and why it matters for you.

What’s the Difference Between the Two Systems?

For most of New Brunswick’s history, properties were managed under the registry system, where Deeds served as the record of ownership. A Deed is essentially a snapshot of a property’s legal status at a specific point in time. It evidences ownership but doesn’t necessarily reflect all rights and restrictions that may apply to the property. 

New Brunswick and Nova Scotia began converting from a Deeds registration system to a newer system of land registration, known in commonwealth jurisdictions as the “Torrens Title” system, in the 2000s. Under the land titles system, property owners receive a Certificate of Registered Ownership (CRO), which offers a complete and certified record of the property, including:

• A unique Parcel Identification Number (PID).
• An approved description of the property.
• The names of the owners.
• Any encumbrances or rights (e.g., liens, rights-of-way, utility easements, restrictive covenants, etc.) that may affect the property.

The CRO ensures that all relevant information about the property is up to date and backed by the Government of New Brunswick, meaning future transactions are more secure and streamlined.

The Conversion Process: How Does It Work?

If your property is still in the registry system, converting it to the land titles system is a legal requirement if you’re selling it for over $5,000, and this cost is normally paid by the purchaser. The process may sound technical, but here’s what you can expect when converting a property to the land titles system:

1. Review of the Property Description: Your lawyer will review the property’s current legal description. If there are inaccuracies or ambiguities (like unclear boundaries), your lawyer may recommend getting a survey or drafting a new description. Once there is a description that properly describes your property, your lawyer will submit it to the land titles office for official review.
2. Application for First Registration: After receiving approval of the description, your lawyer will complete an Application for First Registration, which includes crucial details regarding ownership information and any known encumbrances.
3. Owner’s Affidavit: The property owner will sign an affidavit confirming that the information in the Application for First Registration is true and that no other claims, liens, or rights are known to exist on the property.
4. Review and Approval: Your lawyer will then submit the Application for First Registration to Service New Brunswick for review. If everything is in order, the property will be converted to the land titles system, and a Certificate of Registered Ownership (CRO) will be issued.

From this point forward, Service New Brunswick guarantees the quality of the title – it never has to be searched again and is protected against future claims, except in cases of fraud.

Real-Life Conversion Surprises

Sometimes, converting properties from the old registry system reveals surprises. In one case we handled, a property was found to be subject to logging rights granted to an individual in the 1940s, with those rights passing down to his heirs. After extensive research into the man’s heirs, we discovered the new purchaser was a direct descendant. The purchaser was able to advise on other relatives who might still hold these rights, and after securing affidavits confirming that no one had exercised these rights or ever intended to do so, the property was converted without that encumbrance hanging over it. Stories like this show how important it is to conduct a thorough search before conversion!

How a Lawyer Can Help

Whether you’re purchasing a property that needs to be converted to the land titles system or have questions about a property you already own, a lawyer can help. They can conduct a full search of the title and advise you on any potential issues you may not know about—such as undisclosed rights, liens, or boundary disputes. By working with a lawyer, you can ensure that your property’s title is clear, certified, and ready for future transactions, giving you peace of mind and protecting your investment.

Not sure if your property is in the old registry system or the new land titles system? Using the GeoNB Map Viewer, you can type in your property address, select your property, and view the title status on the third information page in the popup window. 

The information provided here is for general informational purposes only and does not constitute legal advice. Every individual’s situation is unique, and the laws governing wills, estates, and property may change over time or differ based on specific circumstances. We recommend consulting with a qualified lawyer to discuss your particular situation before making any legal decisions

 

Creating a will is one of the most important steps the community of Sussex can take to ensure your wishes are carried out and your loved ones are taken care of after your passing. Whether your will is straightforward or involves more complex arrangements, it boils down to two fundamental questions: Who will manage your estate, and who will inherit your assets? Below are some key considerations to keep in mind as you prepare to create your will.

1. Choosing an Executor

One of the most important decisions you’ll make is choosing the person who will manage your estate when you pass away—this person is known as the executor. Your executor should be someone who is responsible, organized, and trustworthy. They’ll be responsible for:

• Arranging your funeral.
• Taking stock of all your assets.
• Paying off any debts or liabilities.
• Distributing the remaining assets according to the instructions in your will.

It’s also a good idea to name alternate executors in case your first choice is unable or unwilling to take on the role. You can appoint either one executor or multiple people to work together in this role. If you have underage children, you’ll also need to decide who will be their guardians in the event of your passing.

2. Deciding Who Will Inherit Your Assets

The next key question is determining who will inherit your assets. You have the flexibility to divide your estate in equal shares, specify percentages, leave sums to charity, or even assign specific items of property to named beneficiaries.

While you may already have a good idea of who you want to inherit your assets, it’s important to name alternate beneficiaries in case one of your primary beneficiaries passes before you. For instance, if you have three children and want to divide your estate equally, your will should specify what happens if one of your children predeceases you. You can choose to have their share go to their children, their surviving siblings, or even another relative or friend.

3. Considering How You Hold Property

In addition to naming executors, guardians, and beneficiaries, you should also consider how you currently hold your property. This includes both real property (land and buildings) and personal property (money, valuables, etc.). One example is whether anyone is listed as joint on your bank accounts. Your will should be consistent with how ownership and beneficiaries are structured on those accounts.

For real property, it’s important to think about ownership as well. If you intend for your house to pass to your spouse, it’s common to hold the property as joint tenants, meaning the house automatically passes to the surviving spouse without needing to go through probate.

4. Financial and Tax Considerations

It’s essential to keep in mind that some assets, like RRSPs or RRIFs, may have tax implications for your beneficiaries. In some cases, leaving these assets to a spouse can defer taxes, while leaving them to others may trigger immediate tax liabilities. Consulting with a financial advisor as part of the will-making process can help you plan for these scenarios and avoid unwanted surprises for your beneficiaries.

5. Seeking Professional Legal Advice

A Sussex lawyer who specializes in wills and estates law and property law can help you navigate these considerations and ensure that your will accurately reflects your wishes. They’ll assist you in structuring your assets, choosing the right executor and guardians, and addressing any legal complexities that may arise. For those with more complex estates—such as business owners or individuals with significant investments—more advanced planning may be needed, including the possible creation of trusts.

Having a solid will in place gives you peace of mind, knowing that your estate and your loved ones are protected.

 

The information provided here is for general informational purposes only and does not constitute legal advice. Every individual’s situation is unique, and the laws governing wills, estates, and property may change over time or differ based on specific circumstances. We recommend consulting with a qualified lawyer to discuss your particular situation before making any legal decisions

When purchasing a property, the final price tag involves more than just the agreed-upon purchase price. As a buyer, you’ll need to budget for several additional costs that arise as part of the closing process. These include transfer tax, title insurance, legal fees, and various adjustments. Understanding these costs in advance will help you prepare financially and ensure a smooth closing. Below, we’ve outlined the key costs you can expect to incur when purchasing a property in Sussex, New Brunswick.

1. Core Closing Costs

Closing costs can add up quickly, so it’s important to understand each one and how it contributes to the total cost of your purchase.

• Transfer Tax: In New Brunswick, buyers are required to pay a transfer tax, which is 1% of either the purchase price or the assessed value of the property, whichever is higher. This tax must be paid by the buyer and is a non-negotiable part of closing costs.
• Document Registration Fees: Every legal document associated with your property purchase needs to be registered with the province. Each document costs $85 to register.
• If you’re purchasing with a mortgage, you’ll need to pay $85 to register the transfer and another $85 to register the mortgage.
• Title Insurance: If you’re getting a mortgage, lenders require you to purchase title insurance. This one-time cost protects you against any hidden issues with the property’s title, such as unknown legal claims or ownership disputes. The cost of title insurance can range from $500 to $1,000, depending on the nature of the property and the lender’s requirements.
• Legal Fees: Legal costs vary depending on the complexity of the transaction and the law firm you choose. A real estate lawyer will handle essential tasks such as title searches, preparing and registering documents, and ensuring the terms of the sale are met. Legal fees are typically quoted upfront but can vary depending on the property and any unique aspects of the transaction.

2. Adjustments: What They Mean and How They Affect Your Costs

In addition to the core closing costs, you’ll also need to account for certain adjustments, which are prorated costs between the buyer and the seller. These adjustments ensure that each party pays for the period during which they own the property. Here are the most common types of adjustments you’ll encounter:

Property Tax Adjustments

If you’re purchasing a property partway through the year, the seller may have already paid the annual property tax. As the buyer, you’ll be responsible for reimbursing the seller for the portion of the year after you take ownership.

For example:
If property taxes are $3,650 for the year and you take possession of the property on September 1, you’ll need to reimburse the seller for the remaining 122 days of the year. At $10 per day ($3,650 ÷ 365), that would mean a tax adjustment of $1,220 paid to the seller.

However, if you’re purchasing earlier in the year before the property tax has been paid, you may receive an adjustment in your favor. In New Brunswick, property taxes are generally due by May 31. If you take possession before the seller has paid the taxes, you may be responsible for paying the full amount. In this case, the seller will reimburse you for their portion of the time they owned the property before the sale.

For example:
If you purchase the property on March 1 and the annual taxes are $3,650, you would receive a credit for the 60 days that the seller owned the property, which amounts to $600 ($10 per day for 60 days). This credit will offset the amount you pay at closing, but you will need to pay the whole year’s property taxes on or before May 31.

If you have questions or need clarification, please contact your Real Estate Lawyer. 

Utility Adjustments

Other common adjustments include utilities such as water, sewer, and heating:

• Water and Sewer: If the seller has prepaid for water or sewer services, you’ll need to reimburse them for the portion of time after you take ownership.
• Propane or Oil Heating: If the property uses propane or oil for heating, the seller will typically be reimbursed for a full tank of fuel. The adjustment is based on the current market price of the fuel.

3. Pulling It All Together

When you add it all up, closing a real estate deal involves more than just the purchase price. You’ll need to budget for transfer tax, document registration, legal fees, and any adjustments for property taxes and utilities. These costs can vary based on the property and the timing of your purchase, but having a clear understanding of what’s involved will help you plan accordingly.

By preparing for these closing costs and adjustments, you’ll avoid surprises at the last minute and ensure a smoother transaction. When you’re ready to move forward with your property purchase in Sussex, NB, working with an experienced real estate lawyer will help guide you through each step of the process.

The information provided here is for general informational purposes only and does not constitute legal advice. Every individual’s situation is unique, and the laws governing wills, estates, and property may change over time or differ based on specific circumstances. We recommend consulting with a qualified lawyer to discuss your particular situation before making any legal decisions.