Incorporation of Alberta Corporations

This fact sheet is an easy reference guide to help you file for incorporation under the Business Corporations Act.

This information is provided for your 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 the corporation:

Once you have decided to incorporate, the first step is to choose a suitable name for your new corporation. In Alberta, the process for searching corporate names is carried out by private businesses. When you have chosen a name for your corporation, contact us (Canadian Corporate & Trade Name Searches Phone (780) 413-9022  or at 1-800-268-7054 for Alberta residence only)

To obtain an Alberta Search Report also known as a NUANS report on your proposed name file out the order form that is listed in this web site (www.cctns.com). This report will determine if there are any other corporations with the same or a similar name. A FREE pre search is done prior to doing a full nuans report. The pre search helps us weed out any problem names that might show up that could prevent you from aquiring the name you do want to use.

Once you have done a full seach on your name the next step is to register it. Cost to register an Alberta corporation is $235.00

The only maintenance fee in order to keep your corporation active with the registry is to file an Annual Return which is sent to your registered office every anniversary by mail. This form asks you if there are any changes to directors, address etc. It also has a list where the shareholders names are listed. At the bottom of the form you must sign and date it, then you can fax it in to us at 780-413-0166 or 1-800-268-7054 or mail it to us at 111-21-10405 Jasper Ave. Edmonton, AB T5J 3S2. Our street location is 12722-127 Street, Edmonton AB T5L 1A5. The Annual Return fee is 24.00 per year.

If you choose to incorporate a numbered corporation, an Alberta Search Report (NUANS) 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. Incorporated. (Example: Alberta Ltd.) The private registry will assign the number and put it in your documents.

To register we require the following forms:

  • Articles of Incorporation (Form 1)
  • Notice of Address (Form 3)
  • Notice of Directors (Form 6)
  • an original * Alberta Search Report, less than 90 days old, for the name appearing on the Articles of Incorporation
  • and a filling fee of $235.00 plus GST

Form 1, 3 and 6 are available below.

* There is a separate charge for a NUANs report. See our home page at www.cctns.com The nuans order form only is also listed there. There is NO form to fill out when registering your company. You need to print off the forms in PDF format so they print properly and then fax them into us at 780-413-0166  Our Canada wide fax number is 1-888-371-2851.

Completion of Forms

  1. Articles of Incorporation (Form 1)
  1. Name of Corporation

The name must be identical to the name on the Alberta Search Report (NUANs) and must be uniform throughout the incorporation documents.

  1. 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. Further, the right to vote, the right to receive dividends, and the right to share the remaining property of the company on 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 these shares carry all the above rights.

  1. Restriction on Share Transfers (If Any)

Any restrictions on the transfer of shares must be stated. If there are no restrictions, N/A or NONE must be filled in.

  1. Number, or Minimum and Maximum Number or 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.

  1. If the Corporation is Restricted From Carrying on a Certain Business, or Restricted To Carrying a Certain Business, Specify the Restriction(s)

If restrictions are to be placed on the business a corporation may carry on, name the restrictions. If there are no restrictions, N/A or NONE must be filled in.

  1. 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 other provisions that are permitted by the Act, specify them.

Note: The Business Corporations Act does not define Private Company as do the Securities Act and Companies Act. 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 section of this form the Private Company provisions that are defined under the Securities Act. If the following 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 (e.g. No shares of the capital of the corporation can be transferred without the sanction of a majority of the directors of the corporation)
  • The number of shareholders is to be no more than 50. This maximum number does not include persons employed by the corporation or persons:
  • Who were once employed by the corporation.
  • Who held shares in it when they were employed by it.
  • Who still hold shares in the corporation even though they are no longer employed by it.
  • Two or more persons 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.
  1. The articles Must be Dated and Signed by the Incorporator(s)

The incorporator’s address, including postal code, must be completed in the appropriate space.

  1. Notice of Address (form 3)

3. Address of Registered Office

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 Item 5 is completed with a post office box or rural route number.

4. Records Address

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.

5. Address For Service By Mail, if Different from Item 3

If the Registered Office address is not a mailing address, an address for service by mail must be set out here. (Rural Route or Post Box Number ONLY)

NOTE: The Registered Office, Records Address and Mailing Address MUST be in Alberta

(c) Notice of Directors (Form 6)

5. Directors (s) at Present

The Directors’ full names, complete addresses including postal codes, and a statement as to whether or not they are

resident Canadians, must be set out.

6. Resident Canadians

At least one half of the Directors of an Alberta corporation must be resident Canadians.

The Notice of Address (Form 3) and Notice of Directors (Form 6) must be signed and dated.

NOTE: Corporations cannot be Directors.

Type of Corporations

There are three types of corporations which can be formed by following the procedures set out above.

Corporations with 15 or Fewer Shareholders

These are the most closely held corporations, that is they are the most private, and are subject to the least amount of regulation. They are the most common type in Alberta.

Corporations with 16 or More Shareholders Not Distributing Shares to the Public

These corporations must prepare shareholders’ lists for meetings. They must comply with sections 143 and 144 of the Act regarding proxies and proxy solicitations, unless they are otherwise exempted by the Alberta Securities Commission or the Court.

Corporations with 16 or More Shareholders Distributing Shares to the Public

This type of corporation is subject to the most regulation. It must, for example, file financial statements and interims with the Alberta Securities Commission. These corporations cannot restrict the transfer of their shares, except by constraint, to non-residents.

Societies, not-for-profit companies, companies limited by guarantee, and specially limited companies CANNOT be incorporated under the Business Corporations Act.

Continuous Filing

On the anniversary of incorporation each corporation must file an Annual Return (Form 22). Corporate Registry will forward a pre-printed form to the corporation’s Registered Office or mailing address the month prior to its anniversary month. If you fail to file this form, your corporation may be dissolved. Cost to file the Annual Return is $24.00.

Within 15 days of a change of any of the following, you must send notice to a registry using the folloing forms:

Form 3 – Change or Registered Office Address (Cost to change is $24.00)

Form 6 – Appointment/Change of Directors (Cost to change is $24.00)

A copy of the Business Corporations Act and Regulations can be obtained from the Queen's Printer Book Store

Phone (780) 427-4952

An Alberta Search Report must be obtained and submitted with every filing resulting in the use of a new corporate name in Alberta. Numbered corporations, Canada Corporations (federally incorporated corporations), and Alberta corporations which are being revived within three years of being struck off the register are exempt from this requirement.

When applying for a name for an Alberta corporation, extra-provincial corporation, or cooperative association, the decision regarding the use of the name is the incorporator’s. However, the Alberta Search Report on which this decision is based must be filed at a private registry within 90 days of the date the name was proposed.

When applying for a name for a society, religious society, non-profit company or cemetery company, a private registry uses the Alberta Search Report supplied by the applicant to decide whether its proposed name is available for use in Alberta.

An Alberta Search Report can be obtained from us (Canadian Corporate & Trade Name Searches Phone: (780) 413-9022 or 1-800-268-7054 (Alberta only) Fax: (780) 413-0166 or 1-888-371-2851 (within Canada only).

ARTICLES OF INCORPORATION
 Business Corporations Act - Section 6 - Form 1

 

1. Name of Corporation



 

 

 

2. The Classes of shares, and any maximum number of shares that the corporation is authorized to issue.

 

 

 

3. Restrictions on share transfers (if any):

 

 

 

4. Number, or minimum and maximum number, of directors that the corporation may have:

 

 

 

5. If the corporation is restricted FROM carrying on a certain type of business, or restricted TO carrying on a certain type of business, specify the restriction(s):

 

 

 

6. Other rules or provisions (if any):

 

 

 

7. Date signed by Incorporators: ________________________________ (Year Month Day)

 

 

Incorporators

 

Signature:

____________________________________________

Print Name:

Address: (including postal code)

 

Signature:

____________________________________________

Print Name:

Address: (including postal code)

 

Signature:

____________________________________________

Print Name:

Address: (including postal code)

 

Signature:

____________________________________________

Print Name:

Address: (including postal code)

 

 

This information is being collected for the purposes of corporate registry records in accordance with the Business Corporations Act. Questions about the collection of this information can be directed to Alberta Registries, Research and Program Development, 10365-97 Street, Edmonton, Alberta T5J 3W7

 

 

 

Notice of Address Or Notice Of Change of Address
Business Corporations Act - Section 19 - Form 3

 

 

1. Name of Corporation

2. Corporate Access Number



 

 

 


3. Address of Registered Office (P.O. Box number can only be used by a Society)

Street City/Town Province Postal Code

 

 

 

 


OR

Legal Land Description: Section Township Range Meridian

 

 

 

 


4. Records Address (P.O. Box number cannot be used)

Street City/Town Province Postal Code

 

 

 

 


OR

Legal Land Description: Section Township Range Meridian

 

 

 

 


5. Address for Service by Mail (If different from Item 3) NOTE: If this is a change, please read instructions carefully.)

Post Office Box Only City/Town Province Postal Code

 

 

 



 

 

 

_________________________________________________________________  __________________________________

 

Signature

Date



 

_________________________________________________________________  __________________________________

 

Title (please print)

Telephone Number

 

 

 

ID Number: _______________________________________________________

 

 

 

 

 

Notice of Directors Or Notice Of Change of Directors
Business Corporations Act - Section 101, 108 and 276 - Form 6

 

 

1. Name of Corporation

2. Alberta Corporate Number



 

 

 

 

 

3. The following persons were appointed Director(s) on ________________________________________________(y/m/d)

 

Name of Director (Last, First, Second

Mailing Address (including postal code)

Canadian resident (Yes/No)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4. The following persons ceased to hold office as Director(s) on _________________________________________(y/m/d)

 

Name of Director (Last, First, Second

Mailing Address (including postal code)

 

 

 

 

 

 

 

 

 

 

 

 

 

5. As of this date, the Director(s) of this corporation are:

 

Name of Director (Last, First, Second

Mailing Address (including postal code)

Canadian resident (Yes/No)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

6. To be completed only by Alberta Corporations:

 

Are at least half of the members of the Board of Directors resident Canadians? Yes No

 

 

_________________________________________________________________  __________________________________

 

Signature of Director

Authorized Officer Date

 

 

_________________________________________________________________  __________________________________

 

Title (please print)

Telephone Number (daytime)