The content of this article is intended to
be informational only. We caution you against using or
relying upon any information contained in this article without
first seeking legal advice regarding your particular matter. All
matters arising from the use of our website, including this
article, shall be governed by Alberta law and shall be within the
exclusive jurisdiction of the courts of Alberta.
Many, if
not all, Alberta registries offer an incorporation service. This
service generally provides for the basic incorporation of an
Alberta company. A basic incorporation includes Articles of
Incorporation, a Certificate of Incorporation, the registration of
a notice regarding the first director or directors of the company
and the registration of a notice regarding the registered office
for the company.
Similarly,
we offer a basic online incorporation service.
The
formation of a corporate entity is only the first step in
structuring and maintaining a valid Alberta Corporation. For
example, the owners of a corporation are its shareholders. The
incorporation of a company through a basic incorporation service
does not generally provide for the issuance of shares. Without the
issuance of shares, there are no shareholders. Without
shareholders, a corporation lacks its most fundamental component.
Further,
under the Business Corporations Act (Alberta), a
corporation must perform certain acts following incorporation.
Examples include (not exhaustively) as follows:
1. a
shareholders meeting (the first shareholders meeting) must be
held within 18 months of incorporation and within 15 months
every period thereafter;
2.
directors must be elected periodically;
3.
annual returns must be filed annually;
4.
shareholders must appoint an auditor yearly (or specifically
waive, by resolution, the appointment of an auditor); and
5.
financial statements must be provided to shareholders annually
(unless waived by the shareholders).
Failure
to comply with these requirements can have severe consequences
including, in the case of annual returns, the dissolution of the
corporation.
Unless you are
experienced with the structuring and maintenance of a corporation,
we recommend that you retain a law firm to assist you in these
respects. If you are experienced, or otherwise prefer to handle
matters yourself, we offer online services for the structuring of
a company following incorporation and the maintenance of a company
on a yearly basis. See our corporate
online services page for more details.
For further information about
choosing an appropriate business structure, please do not hesitate
to contact
us.
This paper was prepared by Tim
Platnich.
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