Prepared By Timothy C. Platnich
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.
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:
- a shareholders meeting (the first shareholders meeting) must be held within 18 months of incorporation and within 15 months every period thereafter;
- directors must be elected periodically;
- annual returns must be filed annually;
- shareholders must appoint an auditor yearly (or specifically waive, by resolution, the appointment of an auditor); and
- 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.
For further information about choosing an appropriate business structure, please do not hesitate to contact us.