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Corporate Registry Services

So you’re thinking about starting a business?

The word ‘limited’ at the end of a Canadian corporation’s name implies that liability of the corporation’s shareholders is limited to the money they paid to buy the shares. By contrast, ownership by a sole proprietor or a partnership carries unlimited personal legal responsibility for debts incurred by the business.

How is a limited corporation formed?

To form a limited corporation, you must provide a corporate name and address, describe the structure, identify the ‘type’ of corporation and provide director information. The following information is provided to assist you in this process.

Business name vs. Alberta Corporate name

There are differences between business names and incorporated names, as well as differences between the resulting entities formed. An incorporated name must contain a legal element, while a trade name or partnership name cannot. Another difference between a business name and an Alberta corporation name is that a corporation name is only granted once.

Another key difference between a registered corporation and a trade name or partnership, is that the trade name or partnership is not a distinct legal entity. Therefore, the proprietor(s) or partners are completely responsible for the debts and liabilities of the business.

So, you’ve decided to use a “business name”. Does it have to be registered?

Yes, if you (or other people associated in partnership) are engaged in business for trading, manufacturing, contracting, or mining purposes, and use as your business name, a name or designation other than your own, or your own name, with a word or phrase indicating plurality of members in the firm, you must register the business name. This can be done at One Stop Licence Shop.

The Business Name

There is no requirement under the Partnership Act for trade/partnership name to be unique – duplicate business names may exist. The registration of a business name does not have any restrictions, nor any right of ownership of the name. The registration of a business name is proof that it is in use by a particular business and provides consumers with information on the identities of the owners of the business names registered in Alberta.

Although there are a few restrictions on a business name, you should choose a business name carefully. If the name chosen is the same as, or similar to, an existing trade name, corporate name, or trademark, the owners of the other name or trademark could take your business to court, and ask a judge to stop the use of the name and award damages. It is therefore recommended that either a Business Name Report or a NUANS Report be obtained to help you decide whether the name you have chosen is appropriate.

The name of an Alberta limited liability partnership (LLP), however, cannot be identical to any other Alberta or extra-provincial LLP.

Corporate Names

There are different types of names. You can have a “named” name, such as ABC Holdings Ltd, or a “numbered” name, such as 123456 Alberta Ltd.

The legal elements of “Named” Names

A “named” name should consist of three parts, or elements. The first part is usually the distinctive element. In the example, “ABC Travel Ltd”, the distinctive element is “ABC”. This party should set your name apart from other names, making it easy to remember. The second part describes what the corporation does or is. In our example, “Travel” is the descriptive element. The third part is the legal element – our legal element in this case is “Ltd”. There are other legal elements, one of which must be in your corporation’s name. Accepted legal elements are

  • Limited
  • Limtee
  • Ltee
  • Ltd.
  • Corp.
  • Corporation
  • Inc.
  • Incorporated
  • Incorporee

Professional Corporations

Any type of “named” name corporation is a “Professional Corporation” which is a corporation specifically formed for one of the following types of professions:

  • Law
  • Medicine
  • Dentistry
  • Optometry
  • chiropractic
  • chartered accountant
  • certified management accountant
  • certified general accountant

This type of corporation will have the person’s name, followed by the term “professional corporation”. An example of a professional corporation’s name would be “John Smith Professional Corporation”.

Much of the technical information provided on these pages is with the assistance of Government Services web site. This information can changed without notice. Please contact us if you want clarification of any of the information provided.

If you are a business and want to set up an account with One Stop Licence Shop to obtain registry services simply complete an Application for Account form. At the end of each month you will receive an itemized statement of the registry services you have ordered. Your statement must be paid within 5 working days.

You can order your NUANS report through One Stop Licence Shop. Simply complete a NUANS report form and bring it to our office.

How a NUANS report works

NUANS (Newly Upgraded Automated Name Search) is a computerized search system that, for the purposes of Corporate Registry, compares a proposed corporate name to a database of existing corporate names. This comparison determines the similarity that exists between the proposed name and existing names in the database, and produces a listing of names that are found to be most similar.

In most cases, the NUANS report will reserve the proposed name, for a period of 90 days, for the person requesting the report. Business Name Search Reports are different in that, while they provide a list of similar names, there is no exclusive reservation of the name.

NUANS reports must be less than 91 days old and must contain all 6 pages. Either the original or a carbon copy is acceptable.

A NUANS Report for a “named” name is required to ensure that no one else has the identical name. If the report shows similar names, you will have to decide if the name you want is too close to the other names on the NUANS report. These other business may feel very strongly about you using a name similar to theirs and they do have the right to object to the Registrar of Corporations. The Registrar can force you to change the name of your corporation, so pick your name carefully. Alternatively, the other company may have incurred debts or have an undesirable reputation that you may not want your customers to associate to your company. For further information, please refer to the Business Corporations Act and Regulations for rules on Corporate Names.

The NUANS Report is submitted to One Stop Licence Shop or your service provider at the time of Incorporation. It must be less than 91 days old and contain all 6 pages. Either the original or the carbon copy is acceptable.

“Numbered” Names

A “numbered” name is also comprised of three parts – the numbered part, which is assigned by Corporate Registry, the word ” Alberta “, and your choice of one of the legal elements. A NUANS report is not necessary for a numbered name.

To incorporate with a “numbered” name, you must specifically request this type of name at the time of incorporation.
Click here to obtain a NUANS Report form.

If you are a business and want to set up an account with One Stop Licence Shop to obtain registry services simply complete an Application for Account form. At the end of each month you will receive an itemized statement of the registry services you have ordered. Your Statement must be paid within 5 working days.

Where can I go to Incorporate?

One Stop Licence Shop is not able to provide you with legal or accounting advice. If you have legal questions you may wish to contact a lawyer to clarify your legal responsibilities and liabilities. However, if you require corporate registry forms, wish to file your corporate forms, or obtain other general information, One Stop Licence Shop professional corporate team will be pleased to assist you.

One Stop Licence Shop also carries a selection of “Legal Ease” publications (must reads as you begin this process), minute books, and other useful information to aid you in obtaining your required documentation.

Once you have gathered all of your information and the required documentation, One Stop Licence Shop will examine your information. If it meets the current legislative requirements, we will process the request and issue you a certificate if incorporation as proof that the registration has occurred.

Setting up your Corporate Structure

Once your name has been decided, your next step is to choose the structure of your corporation. If you are unsure of what you want, it is a good idea to do some research by visiting a library, looking in the business section of a bookstore, visiting One Stop Licence Shop to obtain “Legal Ease” publications, or by talking to a lawyer, who will be able to advise you.

You should understand and know what the following items mean as each must be addressed as part of the incorporation process:

  • Share structure
  • Any restrictions on the transfer of shared between different parties
  • The number of directors in the corporation
  • Any restrictions on the type of business that the corporation may conduct
  • Any other rules or provisions that the incorporator wishes to include

More information about these items and how to incorporate your business can be found in the “Legal Ease” publications which are available at One Stop Licence Shop. We CANNOT provide legal advice. “Legal Ease” publications, available at One Stop Licence Shop, have been published by an Alberta law firm and answer many of the more common incorporation questions or if you have legal questions, you may wish to speak to a lawyer.

Corporate Type

  1. Corporations with 15 or less shareholders – these are the most common corporations in Alberta and have the least amount of regulation
  2. Corporations with 16 or more shareholders which do not let the general public have any shares – these corporations must prepare shareholders’ lists for meetings and comply with various sections of the Business Corporations Act.
  3. Corporations with 16 or more shareholders which do distribute shares to the public – this type of corporation is subject to the most regulation. It must file financial statements and other documentation with the Alberta Securities Commission.

Additional Information You Need to Incorporate

When you register a corporation, you must advise where the corporation is located (registered office) and where you want the corporation’s mail to go (mailing address) if this address is different. You will also be required to submit the names, addresses, and Canadian residency status of your directors.

If you are a business and want to set up an account with One Stop Licence Shop to obtain registry services simply complete an Application for Account form. At the end of each month you will receive an itemized statement of the registry services you have ordered. Your statement must be paid within 5 working days.

Your Responsibilities and Obligations

What are my responsibilities, to remain in good standing with Corporate Registries, after I have incorporated or registered my business?

Once incorporated or registered, the legal entity (corporation, extra-provincial registration, society or non-profit company) must conduct business in Alberta according to the provisions set out in the following legislation:

Business Corporations Act – for corporations and extra-provincial registrations of corporations and non-profit organizations
Societies Act – for societies
Companies Act – for non-profit companies
Religious Societies Land Act – Cemetery Companies Act
Partnership Act – Limited Liability Partnerships

If you don’t comply with certain responsibilities it may result in your legal entity being removed from Corporate Registry’s active records. Filing an Annual Return is one requirement that is common to all legal entities, with the exception of Business Names.

The table below summarizes the more common transactions which may be filed.

Annual Returns Change Notices Amend Notices
Limited Liability YES YES YES
Partnerships YES YES YES
Alberta Corporations YES YES YES
Extra-Provincial YES YES YES
Registrations YES YES YES
Societies YES YES YES
Non-Profit Companies YES YES YES
Business Names NO YES YES
Religious Societies NO YES YES
Cemetery Companies Act NO YES YES

If you are a business and want to set up an account with One Stop Licence Shop to obtain registry services simply complete an Application for Account form. At the end of each month you will receive an itemized statement of the registry services you have ordered. Your statement must be paid within 5 working days.

An Alberta corporation must complete an Annual return each and every year. The annual return provides information about the corporation shareholders. If your corporation has had changes in directors, changes of directors or the corporate address or a change of attorney, you must also complete corporate amendment forms when you file your annual return.

Corporate Registry will mail a pre-paid annual return form to an Alberta corporation, society, and non-profit company and Limited Liability Partnership one month prior to the anniversary month of its incorporation. If you lose your form you are still required to file the required information. A corporation may take the actual annual return form or you can provide the information requested on the form, to One Stop Licence Shop for processing.

If you annual return is not filed, you Alberta corporation, society, or non-profit company will ultimately be dissolved. If an extra-provincial corporation does not file its annual return, its registration will be cancelled in Alberta.

Click here to obtain an annual return form. This form can be submitted to One Stop Licence Shop to process your annual return.

Click here to file your annual return on-line now.

Corporations MUST advise Corporate Registries if they have a change in directors, director’s addresses, corporate addresses or attorneys. One Stop Licence Shop can file these documents for you.

Which Forms do I use to amend my corporate records?

To add, change or remove directors — Notice of Directors/Notice of Change of Directors
To change addresses for directors — Notice of Change of Address of Director(s)
To change my corporation address — Notice of Address/Notice of Change of Address

**You must provide acceptable identification to amend your corporation’s records.

More About Corporate Changes and Amendments

Corporations

Alberta corporations must notify Corporate Registry, within 15 days, when there is a change of address and/or change in directors for the corporation.

A corporation may amend its name and any of its articles or structure information, such as share capital, restrictions on share transfers, etc. As with all other filings for corporations, One Stop Licence Shop will be pleased to process these changes for you.

Extra Provincial Registrations

Extra provincial corporations must file their changes within one month of the change. One Stop Licence Shop can process your changes of address and/or directors in addition to any changes to the attorney for service, whether it is the primary or alternative attorney.

An extra-provincial corporation can file (in Alberta ), through One Stop Licence Shop, certified-true copies of amendments that were filed in the home jurisdiction.

Societies and Non-profit Companies

Societies, non-profit companies, and religious societies are required to file updates of their addresses and changes to their officers and directors. These must be submitted directly to the Corporate Registry Office.

Corporate Registry Office Location:

John E. Browniee Building
10365-97 Street
Edmonton, Alberta T5J 3W7
Telephone Number:
(780) 427-2311
RITE line within Alberta 310-0000

To process a change to your religious society’s name, constitution or bylaws, you must send two copies of the resolution outlining the changes (accompanied by a NUANS Report when the name is being changed) directly to the Corporate Registry Office. Registry Agents are not able to process change notices for societies and non-profit companies.

To process a name change or amend capital or bylaws, a non-profit company must prepare its own documents in accordance with Part 9 of the Companies Act and submit them directly to the Corporate Registry Office. Registry Agents cannot process these.

Business Names, Limited Partnerships, Limited Liability Partnerships

A trade name (sole proprietorship) registration may change:

The name of the declarant, (i.e., maiden to married name, or legal name change, etc.) but may not change the actual declarant. The declarant’s address may be updated.

One Stop Licence Shop’s professional corporate team will be pleased to process these documents for you.

Note: if the trade name is no longer used by the declarant or has been sold or given to another individual, the original trade name must be dissolved and a new trade name must be filed by the new owner or user.

The partnership name, number of partners, and their names and addresses may all be amended. Information relating to the change can be submitted and filled at One Stop Licence Shop.

A Certificate of Status will confirm a corporation’s legal status, provide the legal company name and the date of incorporation. If you are setting up your banking information, or registering the corporation outside the province, you may require a Certificate of Status.

To order a Certificate of Status, you will need to legal name of the company, the number of numbered company, or the Corporate Access Number that appears on the corporate documents of the company.

Click here to obtain a Certificate of Status Request form.

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