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Whether you are just one person or one of many working together, you can create a separate legal entity for your business. You can incorporate a corporation yourself by filing at a registry agent in Alberta, or through your lawyer’s office, in just a few steps. But what else do you need to consider?
1. Registered & Records Office
An Alberta corporation must have a Registered Office within the Province of Alberta, and a federal corporation must have a Registered Office located within Canada. A Registered Office is to be accessible to the public during normal business hours. The Registered Office address cannot be a P.O. Box. All government notices and other documents requiring to be served upon the corporation will be addressed to the registered office.
The Records Office is where the corporate records of the corporation are kept. Corporate records contained in a minute book include but are not limited to articles, bylaws and any amendments to them, a copy of any unanimous shareholder agreement, resolutions of shareholders and directors, government notices, securities, director and shareholder registers, financial statements, reports, and other information relating to the corporation.
2. Agent for Service
Under section 20(1) of the Business Corporations Act, an agent for service is a legal requirement for corporations in Alberta. The agent’s address, including an email address, is listed on the corporation’s public record, allowing for efficient communication and transparency. The agent for service plays a crucial role in a corporation’s legal and administrative processes and will receive official documents and legal notices on behalf of the corporation. For this reason, you are required to have a resident Albertan, with an office open to the public, appointed as your corporation’s agent for service at all times.
3. Organization Documents
One of the primary concerns when undertaking the incorporation process on your own is that you only acquire half of what is necessary for a complete incorporation. The DIY approach does not always include creating a minute book containing essential corporate organizational documents such as Resolutions, Ledgers, Share Certificates, and Bylaws. These items are legal requirements under the Business Corporations Act in Alberta. They must be available for examination by the directors of the corporation at all times. These organizational documents are important as they legally appoint the directors and officers of the corporation and allow them to do business on the corporation’s behalf, including granting signing authority and approving banking matters.
4. Updating Corporate Records
The Alberta Business Corporations Act requires all Alberta corporations to keep their information up to date by filing the appropriate records update(s) within 15 days of any change. This includes changes in director(s), registered and records addressed, and agents for service. The process for filing these updates is the filing of a form with corporate registries. However, a corporation must ensure there are proper resolutions and records in the minute book to support these changes and ensure they comply with the corporation’s legal obligations.
5. Annual Maintenance
Alberta has an annual requirement to file annual returns for your corporation. These are required to ensure a corporation’s records are accurate, complete, and properly maintained. Your annual return will contain essential information about your corporation’s activities and ownership structure. It must be filed to remain in good standing with corporate registries. A corporation is often asked to demonstrate it is in good standing and has remained compliant with these obligations for various purposes, such as obtaining financing, entering into contracts, or engaging in business transactions.
Whether you have engaged the services of a law firm or taken the DIY approach, it is important for a corporation, and those who control it, to be aware of their legal obligations following incorporation. Professional guidance throughout the incorporation process and beyond will help ensure ongoing compliance and minimize legal risks. By staying informed and seeking appropriate legal assistance, you can confidently navigate the post-incorporation landscape and safeguard your corporation’s success.
This post is meant to provide information only and is not intended to provide legal advice. Although every effort has been made to provide current and accurate information, changes to the law may cause the information in this post to be outdated.