A corporation, also known as a Limited Company, is a legal entity which is separate and distinct from its members (shareholders). Each shareholder has limited liability. A creditor with a claim against the assets of the company would normally have no rights against its shareholders; although, in certain circumstances, shareholders may be held liable. It is recommended that you seek legal advice. This type of business can be incorporated at either the federal or provincial level.
Ownership interests in a corporation are usually easily changed. Shares may be transferred without affecting the corporations existence or continued operation.
The following characteristics distinguish it from a partnership or proprietorship
- Limited liability – normally no member can be held personally liable for the debts, obligations or acts of the corporation beyond the amount of share capital the members has subscribed.
- Perpetual succession – because the corporation is a separate legal entity, its existence does not depend on the continued membership of any of its members.
Please click here for registration forms for the Incorporation of a business.
After filling out this form, our friendly staff can assist you in registering your new corporation.
The registration process will take 24 hours to complete.
Incorporating in Alberta
Once you have downloaded the forms for Incorporating your business, a guide has been provided below to assist you in the registration process. This guide, provided by Southland Registrations, is for you convenience. It is not intended to replace the Business Corporations Act nor is it meant to be an interpretation of this legislation.
How to Incorporate
- Choose a name for your corporation
Once you have decided to incorporate, the first step is to choose a suitable name for your new corporation. Once you have chosen a name for you corporation you must obtain a Alberta Search Report (NUANS) to determine the availability of your proposed name. This search will determine if there are any other corporations with the same or similar name. The decision is yours whether or not you can use the name you have chosen. To make this decision, you should review the Alberta Search Report and Regulations to the Business Corporations Act. The original Alberta Search Report (NUANS) must be submitted for registration, along with incorporation documents within 90 days of the date the name was proposed.
If you choose to incorporate a numbered corporation, an Alberta Search report is not required. In item 1 of Forms 1, 3, and 6 the name should appear as ______ Alberta and your choice of legal element: Ltd., Limited., Corp., Corporation., Inc., or Incorporated.
Example: ( ______ Alberta Ltd.) The number will be assigned at time of registration.
- File the following with Southland Registrations Ltd.
a. Articles of Incorporation
Note: Any portion of the Articles of Incorporation that has more than 200 characters must be provided to Southland Registrations by email to email@example.com or by common digital means.
I – Name of Corporation
The name must be identical to the name on the Alberta Search Report and must be uniform throughout the Incorporation documents.
II – Classes and Shares
The classes and any Maximum Number of Shares That the Corporation is Authorized to Issue
Only “no par value” shares can be issued under the Business Corporations Act. However, the incorporator may authorize different classes of shares. If different classes of shares are authorized, the privileges, rights, restrictions, and conditions attached to each class of shares must be stated. Furthermore, the right to vote, the right to receive dividends, and the right to share the remaining property of the company upon winding up, must be attached to one or more classes of shares; although they need not be attached to the same class. If only one class of shares is authorized then it is assumed they carry all the above rights.
III – Restrictions on Shares Transfer
Any restrictions on the transfer of shares must be stated. If there are no restrictions, “N/A” or “NONE” must be entered.
IV – Minimum and Maximum Number of Directors
A corporation may choose to have a specific number of directors (e.g. two directors) OR it may choose to have a range of directors (e.g. not less than one and not more than seven). If a range of directors is designated, ensure that both the minimum number of directors and the maximum number are stated. A Corporation which distributes shares to the public, and has more than 15 shareholders must have at least three directors.
V – Business Restrictions
If the Corporation is Restricted From Carrying on a Certain Business, or Restricted to Carrying on a Certain Business, specify the restriction(s). If restrictions are to be placed on the type of business a corporation may engage in, name the restrictions. If there are no restrictions, “N/A” or “NONE” must be entered.
VI – Other Provisions
Any other provisions that you wish to include and that are permitted by the Act should be stated here. If there are no other provisions, write “N/A” or “NONE”. If you wish to include any provisions permitted by the Act, please specify them.
Note on provisions:
The Business Corporations act does not define “Private Company” as the Securities Act and Companies Act do. As a result, some small corporations under the business Corporations Act must also file under the Securities Act. You can avoid potential problems by including in the “Other Provisions” sections of the downloaded forms “Private Company” provisions that are defined under the Securities act.
If these three provisions apply to your corporation, write them in:
- The right to transfer the corporation’s shares is restricted.
- if you include this provision, make clear in item 3 of the form how the transfer will be restricted.
- the number of shareholders is to be no more that fifty:
- not including persons employed by the corporation; and
- not including persons:
a) who were once employed by the corporation; and
b) who held shares in it when they were employed by it; and
c) who still hold shares in the corporation even though they are no longer employed by it.
Two or more shareholders who are joint registered owners of any number of shares are counted as one shareholder.
- The public cannot be invited to subscribe to the corporation’s securities.
VII – Date and Identification
The Articles must be dated and identification provided by the Incorporator(s). The Incorporator’s address, including postal code, and identification must be completed in the appropriate space.
b. Notice of Address
Every corporation must have a Registered Office within Alberta, which is a place for service by delivery and must be accessible to the public during normal business hours. A rural route number or a post office box is not acceptable, as these do not identify the location of the Registered Office. If no street address is available, a legal land description is acceptable, provided that an Address for Service by Mail is completed with a post office box or rural route number. If the Corporation’s records are to be kept at a location which differs from its Registered Office, this address should be set out. A post office box or rural route number are not acceptable for the Records Office. If the Registered Office address is not a mailing address, and address for service by mail must be set out here (Rural Route or Box number ONLY)
Please note: The Registered Office, Records Address, and Mailing Address MUST be in Alberta.
c. Notice of Directors
Director(s) at Present – The Directors’ full names, complete addresses, including postal codes, and a statement as to whether or not they are a resident Canadians must be set out.
Resident Canadians – At least one half of the Directors of an Alberta Corporation must be resident Canadians.
Please Note: Corporations cannot be Directors.
d. An original Alberta Search Report, fewer than 91 days old, for the name appearing on the Articles.
On the anniversary of incorporation, each corporation must file an Annual Return. A pre-printed form will be mailed to the corporations Registered Office or mailing address the month prior to its anniversary month by the government. If you fail to file this form, your corporation may be dissolved.
Within 15 days of a change of the following, you must file a notice with a Registry office using the following forms:
- Change of Registered Office Address
- Appointment / Change of Directors
A copy of the Business Corporations Act and Regulations may be obtained from:
Queen’s Printer Bookstore
Main Floor, McDougall Centre
455 6 th st S.W.
Calgary Alberta T2P 4E8
Or at http://www.gov.ab.ca/qp