Incorporating an Alberta Corporation

Summary

"Named" Names

Legal Elements
A "named" name should consist of three parts, or elements. The first part is usually the distinctive element. In the example, "ABC Holdings Ltd.", the distinctive element is "ABC". This part should set your name apart from other names, making it easy to remember. The second part describes what the corporation does or is. In our example, "Holdings" is the descriptive element. The third part is the legal element - our legal element in this case is "Ltd." There are other legal elements, one of which must be in your corporation's name. Accepted legal elements are:

• Limited
• Limitee
• Ltee
• Ltd.
• Corp.
• Corporation
• Inc.
• Incorporated
• Incorporee

Professional Corporations
Another type of "named" name corporation is a "Professional Corporation" which is a corporation specifically formed for one of the following types of professions:

• law
• medicine
• dentistry
• optometry
• chiropractic
• chartered accountant
• certified management accountant
• certified general accountant

This type of corporation will have the person's name, followed by the term "professional corporation". An example of a professional corporation's name would be "John Smith Professional Corporation".

Nuans Reports
A NUANS Report for a "named" name is required to ensure that no one else has the identical name. If the report shows similar names, you will have to decide if the name you want is too close to the other names listed on the NUANS report. These other businesses may feel very strongly about you using a name similar to theirs and they do have the right to object to the Registrar of Corporations. The Registrar can force you to change the name of your corporation, so pick your name carefully. Alternately, the other company may have incurred debts or have an undesirable reputation that you may not want your customers to associate to your company. For further information, please refer to the Business Corporations Act  and Regulations for rules on Corporate Names.

The NUANS Report is submitted to an accredited service provider at the time of incorporation and must be less than 91 days old and contain all 6 pages. Either the original or the carbon copy is acceptable.

"Numbered" Names

A "numbered" name is also comprised of three parts - the numbered part, which is assigned by Corporate Registry, the word "Alberta", and your choice of one of the legal elements. A NUANS report is not necessary for a numbered name.

To incorporate with a "numbered" name, you must specifically request this type of name through the authorized service provider that you have selected.

Corporation Structure
Once a name has been decided, the next step is to choose the structure of your corporation. If you are unsure of what you want, it is a good idea to do some research by visiting a library, looking in the business section of a bookstore, or talking to a lawyer, who will be able to advise you.

You should understand and know what the following terms mean as each must be addressed as part of the incorporation process:

• share structure
• any restrictions on the transfer of shares between different parties
• the number of directors in the corporation
• any restrictions on the type of business that the corporation may conduct
• any other rules or provisions that the incorporator wishes to include
  
  Corporation Type
  There are three types of corporations which may be formed:

1. Corporations with 15 or less shareholders - these are the most common corporations in Alberta and have the least amount of regulation.
2. Corporations with 16 or more shareholders which do not let the general public have any shares - these corporations must prepare shareholders' lists for meetings and comply with various sections of the Business Corporations Act.
3. Corporations with 16 or more shareholders which do distribute shares to the public - this type of corporation is subject to the most regulation. It must file financial statements and other documentation with the  Alberta Securities Commission.

Additional Information
When you form your corporation, you must tell the accredited service provider where the corporation is located (registered office) and where you want the corporation's mail to go (mailing address) if this address is different. You will also be required to submit the names, addresses, and Canadian residency status of your directors.

Where do I go to incorporate?
Once you have gathered all of your information and required documentation, you must take it to an authorized service provider. The authorized service provider will examine your information, and if it meets the current legislated requirements, will process the request and issue you a certificate of incorporation as proof that the registration has occurred.

Obligations and Responsibilities After Incorporation or Registration
After incorporating an Alberta corporation, society, or non-profit company, or registering an extra-provincial corporation, do I have any other obligations or responsibilities to remain in good standing in the Corporate Registry records?

Once incorporated or registered, the legal entity (corporation, extra-provincial registration, society or non-profit company) must conduct business in Alberta according to the provisions set out in the following legislation:

• Business Corporations Act - for corporations and extra-provincial registrations of corporations and non-profit organizations
• Societies Act - for societies
• Companies Act - for non-profit companies
• Religious Societies Land Act - Cemetery Companies Act
• Partnership Act - Limited Liability Partnerships

Failure to comply with certain responsibilities may result in the legal entity being removed from Corporate Registry's active records. Filing an Annual Return is one requirement that is common to all legal entities, with the exception of Business Names.

The table below summarizes the more common transactions which may be filed.

Annual Returns
Annual return information must be provided by the legal entity each and every year. The annual return provides information about the shareholders of corporations and extra-provincial registrations, or directors and/or officers for societies and non-profit companies.

If the annual return information is not filed, the Alberta corporation, society, or non-profit company will ultimately be dissolved. If an extra-provincial corporation does not file its annual return information, its registration will be cancelled in Alberta.

Corporate Registry will mail a pre-printed annual return form to an Alberta corporation, society, and non-profit company and Limited Liability Partnership one month prior to the anniversary month of its incorporation. For an extra-provincial corporation, Corporate Registry will mail the annual return to the attorney for service a month prior to the anniversary month of its registration. If the paper form mailed by Corporate Registry is lost, the legal entity is still required to file the required information. A corporation may either take the actual form or provide the information requested on the form to an authorized service provider for processing. Limited liability partnerships file annual reports. The annual report provides information about the representative partners. If the annual report is not filed, the Alberta Limited Liability Partnership will be struck. For extra-provincial Limited Liability Partnership their registration will be cancelled. A society and non-profit company must provide its annual return information to the Corporate Registry Office.

Change Notices

Corporations
Alberta corporations must notify Corporate Registry through an authorized service provider within 15 days when there is a change of address and/or change in directors for the corporation.

Extra Provincial Registrations
Extra provincial corporations must notify Corporate Registry through an authorized service provider of changes of address and/or directors in addition to any changes to the attorney for service, whether it is the primary or alternative attorney. Extra-provincial corporations must file their changes within one month of the change.

Societies and Non-profit Companies
Societies, non-profit companies, and religious societies are required to file updates of their addresses and changes to their officers and directors. These must be submitted directly to the Corporate Registry Office.

Business Names
A trade name (sole proprietorship) registration may change:

• the name of the declarant, (i.e., maiden to married name, or legal name change, etc.) but may not change the actual declarant.
• the declarant's address may be updated.

These changes must be submitted to an authorized service provider.

Note: If the trade name is no longer used by the declarant or has been sold or given to another individual, the original trade name must be dissolved and a new trade name filed by the new owner / user.

Amend Notices

Corporations
A corporation may amend its name and any of its articles or structure information, such as share capital, restrictions on share transfers, etc. As with all other filings for corporations, these changes must be filed with an authorized service provider.

Extra Provincial Corporations
An extra-provincial corporation must file in Alberta, through an authorized service provider, certified-true copies of amendments which were filed in the home jurisdiction.  

Societies
Amendments to objects and bylaws or name of society of a society must be in accordance with the Societies Act .  Requests for amendments must be in writing and submitted directly to the Corporate Registry Office.

Religious Societies
To process a change to your religious society's name, constitution or bylaws, you must send two copies of the resolution outlining the changes (accompanied by a NUANS report when the name is being changed) directly to the Corporate Registry Office.

Non-Profit Companies
To process a name change or amend capital or bylaws, a non-profit company must prepare its own documents in accordance with Part 9 of the Companies Act and submit them directly to the Corporate Registry Office.

Business Names, Limited Partnerships, Limited Liability Partnerships
The partnership name, number of partners, and their names and addresses may all be amended. Information relating to the change must be submitted to an authorized service provider.

To find an authorized service provider for corporation, trade name or partnership registration:

• Look under "License & Registry Services" or "Searchers of Record" in the telephone directory.
• Contact your local registry agent.
• Check the list on the Alberta Government Services website at:  http://governmentservices.gov.ab.ca/cr/crs_delivery.cfm
• Call 780-427-7013 (for toll-free access in Alberta: dial 310-0000 and follow the instructions).

_{Prepared by: Alberta Government Services}

• Online Federal Incorporation
• Federal Business Incorporation - Canada Business Corporations Act (CBCA)
• Provincial Business Licences and Registrations

Corporate Registry
Alberta Government Services
Edmonton, Alberta 
Telephone: (780) 427-7013
Toll-free (information): Dial 310-0000 and follow the instructions