Prepared By Joshua N. Switzer
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.
Generally, we recommend to clients that they use the services of a lawyer to incorporate a company. There are often many considerations that require proper legal advice. Examples include: should you incorporate at all, (see Choosing the Right Business Entity); what corporate form is best: a corporation under the Alberta Business Corporations Act; a corporation under the Canada Business Corporations Act; a non-profit corporate entity under the Societies Act or the Companies Act; what is the best share structure to use; should there be a Unanimous Shareholders Agreement; and so on. We recognize however that many clients prefer to handle matters themselves for a number of reasons.
This article outlines the steps to incorporating a company under the Alberta Business Corporations Act. Note that the words"company" and "corporation" will be used interchangeably.
Selection of a Name
Once you have decided to form a company, you must decide whether you wish to have a numbered company or a company with a name selected by you that is suitable for use as a corporate name.
A numbered company is a company that is issued a name by corporate registry such as "842613 Alberta Ltd." Such a company name is appropriate in two circumstances: 1) the company name is not important for marketing or other purposes (like for use with a holding company); or 2) the company will be using a trade name that is separate from the company name. Note that if you use a numbered company you may later change the name of the company if you wish.
If you do not wish to use a numbered company, you must select a name. In selecting a name you must attempt to find a name that does not conflict with other corporate names, trade names or trademarks. You are most likely to pick a non-conflicting name by picking a name that is unique. Avoid corporate names containing common tags such as "Universal", "Canadian", "United", etc.
Corporate names must include one of the following: Limited, Ltd., Incorporated, Inc., Corporation, Corp., or certain French variations of the foregoing.
Generally it is a good idea to select two or three names that you like.
Once you have selected names, a name search will be required to verify that one or more of the names selected are available. As part of the name search process you will obtain a Nuans Report which is required to incorporate a named corporation. Caron & Partners LLP offers name search services. Names may also be searched at any Alberta Registry.
Basic Incorporation
To form a Corporation you will need to the following:
Articles of Incorporation;
Notice of Address;
Notice of Directors; and
the Nuans Report (unless you are going to use a numbered company).
These forms may be completed and then provided to Caron & Partners LLP in person, by delivery, by mail or by fax.
Following the completion and registration of these forms you will obtain a Certificate of Incorporation confirming the creation of the company. This Certificate of Incorporation will indicate the date of incorporation, the name of the company and the corporate access number. At this point you will have an Alberta Corporation.
Basic Organizational Documents
Once the corporation is formed, you will need to do the following:
issue shares;
elect directors;
appoint officers;
establish bylaws providing certain structures and procedures for the company;
appoint a bank; and
appoint an accountant or auditor.
Generally these steps are accomplished through the creation and execution of the following documents:
Organizational Minutes of Directors;
Organizational Minutes of Shareholders;
Bylaws.
Additional Matters
You may wish to add to your basic incorporation and organizational materials. For example, you may wish to prepare a minute book, obtain a corporate seal and prepare certain registers such as a Directors Register and Shareholders Register. Caron & Partners LLP can provide you with these materials if desired.
After Incorporation
Following the completion of the foregoing steps, you will have established and structured a basic corporation. To keep the corporation valid and subsisting you will be required to file, on a corporate year basis, annual returns for the company.
Once formed, a company is a separate legal entity for legal and tax purposes. There are ongoing responsibilities that you must perform. These responsibilities are not dealt with in this article.
We would be pleased to help you with all of your incorporation needs. Please do not hesitate to contact us.