Corporate Registry

Corporate

-As an accredited service provider, we are able to examine your documents for completeness and enter your information electronically for a variety of Corporate Registry services.
-Corporate registry maintains records for incorporating a new business in Alberta, registering the name of a sole proprietorship or partnership, stay up to date with your annual returns, or searching information for all types of registered organizations.
-Corporate Registry does not act as an enforcement agency, provide legal counseling services, supervise the organizations, or act as a mediator in the case of internal disputes. They are simply a database for information.
-If you do not find the type of corporate service you are looking for on this page, please contact us so we can provide you with the proper information.

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-The corporate registry system is a centralized database housing all information on legal entities, businesses and not for profit organizations registered within Alberta. All the information collected in this system is public information and available upon request.

-There are four types of corporate searches that can be done at the registry:

Current Search: This is current and up to date information on organizations including addresses, directors, shareholders, declarants, and share structures.
Certificate of Status: This contains the current status of a corporation. Please note: certificates cannot be obtained for trade names or partnerships.
Historical Certificate of Status: This contains the status of a corporation on a specific date.
Historical Search: This is the same information that is contained in a current search, however the information retrieved on this search is for a specific date.

-The search results may be provided in different formats depending on dates and types of business searched.

-A name under which an individual or business operates is called a trade name. A sole proprietorship, or a corporation can register a trade name, and carry out business under that trade name.

-A trade name is not a distinct legal entity. Therefore, the individual, or corporation who registered the trade name is responsible for the debts and liabilities of the business.

-A sole proprietorship is when an individual registers to do business under a trade name, and is the simplest of all business organizations.

-Please note: There is no requirement under the partnership act for a trade name to be unique. Duplicate business names may exist. The registration of a business name has no restrictions and does not provide any right of ownership of the name.

-You will need to fill out the paperwork and bring acceptable identification:

-Driver’s License
-Passport
-Government issued ID card.
-Canadian Permanent Residence Card
-Canadian Military ID
-Canadian Law Enforcement ID (Local, Provincial, Federal)

-A partnership registration occurs when two or more persons register a business name. In an ordinary partnership, the partners jointly own the business assets, sharing the profits and the risks, debts, and liabilities of the partnership.

-Fundamentally, each partner acts on behalf of the partnership and on behalf of the partners.

-A partnership is a contractual agreement that can be dissolved upon expiration of the partnership agreement or sooner by the agreement of the partners.

-When the partners are ready to register a business name, all partners must be present at the registry office, with acceptable Identification:

-Driver’s License
-Passport
-Government issued ID card.
-Canadian Permanent Residence Card
-Canadian Military ID
-Canadian Law Enforcement ID (Local, Provincial, Federal)

-NUANS is a computerized search system that compares a proposed corporation name to a database of existing corporate names to determine any similarity.

-If the name proposed has not been taken, the NUANS report will reserve the name for 90 days, on behalf of the person(s) requesting the report.

-If you wish to have a named corporation, a NUANS report is part of your incorporation documents. The report must be done and accepted before we can incorporate the business.

-It is recommended that you have a couple alternate configurations of your proposed business name prior to coming in to request a NUANS report.

-A corporation is a legal entity with the rights, powers and privileges of an individual. It is a legal entity separate from its shareholders, with certain tax and financial advantages.

-If you are not sure if incorporating is the right step for you and your business, we recommend you talk to an accountant and/or lawyer prior to visiting the registry.

-Once you have decided that an incorporated company is what you need, you will need to decide if you want a named company or a numbered company.

-If you decide on a named company, you will require a NUANS search prior to filling out the paperwork. Please read the information under NUANS.

-If you are registering a numbered company, you will get an assigned number, followed by Alberta Ltd./Inc. and then will have to complete the following forms:

-Articles of Incorporation
-Notice of Address
-Notice of Directors
-Please see below if you have any questions regarding the forms.

-Articles of Incorporation:

-Name of Incorporation: The name must be identical to the name on the NUANS. If you’ve decided on a numbered company, leave this section blank.
-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. 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 don’t need to be attached to the same class. If only one class of shares is authorized, then it is assumed they carry all the above rights.
-Restrictions on Shares Transfer: Any restrictions on the transfer of shares must be stated. If there are no restrictions “None” must be filled in.
-Minimum and Maximum Number of Directors: A corporation may choose to have a specific number of directors (for example: two directors) or, it may choose to have a range of directors (for example: 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 of directors are stated.
-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 business, name the restrictions. If there are no restrictions, “None” must be filled in.
-Other provisions: Any other provisions that you wish to include and that are permitted by the Business Corporations Act should be stated here. If there are no other provisions, “None” must be filled in.
-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.

-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 different location from it’s Registered office, this address should be set out. A post office box or rural route number are not acceptable for the records address.
-If the registered office address is not a mailing address, an address for service by mail must be set down (rural route or box number only).
-Please note: the registered office, records address, and mailing address must be in Alberta.

-Notice of directors:

-Director(s) at present- the director’s 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 all the directors of an Alberta Corporation must be Canadian Residents.

-Any changes in the corporation must be reported to Alberta Corporate Registries. When the changes occur, you must come into the registry and report the changes. Changes might include address, director’s information, or shareholders. The person that is coming in to file the paperwork must have signing authority and a position in the company. Once we have electronically filed the paperwork, you will receive your proof of filing immediately.

-Alberta Corporate Registries requires all Alberta corporations to file an annual return. An annual return maintains your active status to do business in Alberta.

-The Alberta Government will mail out a reminder notice to the registered address of the corporation before the anniversary of the corporation.

-If there are any changes to the corporation, please make sure you bring the changes with you.

-If you do not have the reminder notice from the government, we can still process your annual return.

-The annual return must be filed in person in the registry office. The person who is coming in to file the paperwork must have signing authority and a position in the company. Once we have electronically filed the paperwork, you will receive your proof of filing immediately.

-Please Note: If you fail to file your annual return, the government will cancel your Alberta Corporation. To avoid paying the cancellation penalty and reinstatement fees, we suggest you file your annual return on the anniversary of your incorporation date.

-When a company has been dissolved and the owner(s) of the company would like to continue to do business with that company, a representative must file for a revival.

-To revive a company, the articles of revival must be filled out. Along with the articles of revival, any outstanding annual returns must be filed as well.

-An Alberta Corporation may be voluntarily dissolved if the owner(s) no longer want to continue to do business in Alberta. In addition to this, the Alberta government has the ability to dissolve any Alberta Corporation if the corporation has failed to file their annual returns.

-To voluntarily dissolve a corporation, a representative of the corporation must be present in the registry office. They must also have signing authority and acceptable identification. Once the paperwork has been electronically filed, the representative will receive the certificate of dissolution immediately.

Disclaimer: While we have done our best to describe what you need for a service, every situation is unique and variable circumstances may change the requirements for a service. If you have any questions or concerns regarding proper documents, please don’t hesitate to call so we can ensure you have everything you need the first time.