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There are two statutes that govern the creation of corporations in Alberta; the Canadian Business Corporations Act and the Alberta Business Corporations Act. Corporations are a creature of statute and must be incorporated under the Alberta Business Corporations Act (ABCA), or, if the intention is for the corporation to operate on a national or international level, under the Canadian Business Corporations Act (CBCA), to come into existence. In order to incorporate under either of those statutes, several procedures must be followed.

 

Steps to Incorporating Your Business

Step 1: How Do You Want to Name Your Corporation?

Picking the name of your corporation can be one of the most satisfying parts of incorporating a new business, but there are few things to consider before you set your heart on any particular name.

There are typically three parts to a business name: the distinctive, descriptive and legal. The distinctive element is where you can get creative, and is the part of the name which will set your business apart from all the others. The descriptive describes what your business will do. The legal signifies your corporate status and is typically either Inc. or Ltd. For example, a typical Alberta corporation could be named ABC Plumbing and Heating Inc., or XYZ Office Movers Inc.

The Business Corporations Act of Alberta and its Regulation stipulates that the name of your new corporation may not be confusingly similar to the name of another business, unless that business consents in writing to the use of the name. Prior to incorporation, it will be necessary to obtain a N UANS report to ensure that your name is not already taken, or is too close to another corporation’s name. If your name is available, a NUANS report will reserve your new name for 90 days.

If you do not care about the name of your new corporation, the Alberta government will assign you a numbered company name. It will be a series of 6 numbers, followed by the word “Alberta” and then a legal designation which you may pick. For example, 123456 Alberta Ltd. A numbered name is beneficial in some circumstances because it does not require a NUANS search to be conducted, and will help speed up the process if you are in a time crunch.

If you are struggling to pick a name for your new company, or are wondering if your new name will conform with all the rules under the BCA, contact the lawyers at Ahlstrom Wright.

Step 2: Complete the Articles of Incorporation

The articles of incorporation are, among others, one of the required documents prior to incorporating your company and are sometimes referred to as a constating document.

Section six of the Alberta Business Corporations Act states that the articles of incorporation must be in the form proscribed by the statute and includes sections such as the name of the corporation, the amounts and classes of shares, restrictions on share transfers, and the minimum and maximum number of directors that the corporation may have.

The key to drafting articles of incorporation is flexibility. As a new business owner, you want to make sure that you are not trapped into running your corporation in ways that will not be conducive to your success. The lawyers at Ahlstrom Wright are able to provide you with the building blocks of your new business that will allow it to flourish, no matter how big or small you intend to grow.

There are some hidden aspects of drafting the perfect articles of incorporation, especially if your new business will not be a typical one, such as a professional corporation. Contact the lawyers at Ahlstrom Wright for more information.

Other documents that are required before you can incorporate are the Notice of Address, and the Notice of Directors. It is advisable to have your registered office be your corporate law firm. That way any legal documents which may be delivered, will be delivered directly to your law firm, and they will know what to do with them.

There are several other benefits to having your registered office be your corporate lawyer’s firm. Your corporate lawyer will be able to file your annual corporate returns to ensure that your corporation remains in good standing with the Alberta government. Under the BCA, there are also requirements for keeping up-to-date minute books, which keep track of important corporate developments, such as shareholder’s meetings, director’s meetings, loans, and contracts. The lawyers and legal assistants at Ahlstrom Wright are fully capable of meeting all of your corporations needs in order to comply with the BCA and keep your new business in good standing.

There are also several other documents that are not required under the BCA, but are strongly recommended, such as corporate bylaws, and unanimous shareholders agreements. Contact the lawyers at Ahlstrom Wright for more information on recommended documents.

Step 3: File Forms and Pay Fees

The next step to incorporation is to file the forms and pay the fees. Your documents will then be examined by an authorized Corporate Registry System (CORES) agent for compliance under the BCA. If they pass the inspection your new business will be incorporated, entered into CORES, and you will receive a certificate of incorporation. Congratulations! You just incorporated a new business.

 

What Are Articles of Incorporation and What Information Needs to be Included?

The articles of incorporation are, among others, one of the required documents prior to incorporating your company and are sometimes referred to as a constating document.

Section six of the Alberta Business Corporations Act states that the articles of incorporation must be in the form proscribed by the statute and include sections such as the name of the corporation, the amounts and classes of shares, restrictions on share transfers, and the minimum and maximum number of directors that the corporation may have.

 

Are you are thinking about incorporating your business?
Do you need some advice on your corporate structure?

Contact the lawyers at Ahlstrom Wright
Call us toll-free 1-844-558-8750
or Email us at lawyers@ahlstromwright.mysites.io