Once you have decided that an incorporated company is the type of company you need, you will need to decide if you will be a named company or a numbered company.
If you have decided to go with a named company, you are required to do a NUANS search first and then fill out the following forms. Please read the information under NUANS. If you are registering a numbered company, you can simply fill in the following forms.
- Articles of Incorporation
- Notice of Agent for Service
- Notice of Address
- Notice of Directors
You can find all the forms under �Forms� section.
Below is a description of the form and what needs to be filled out.
Articles of Incorporation
Please note, if any portion of the articles of incorporation is more than 200 characters including spaces, we will require that information to be saved as a text only format (Notepad) and provided with the rest of the paperwork. Please DO NOT save this file in proprietary formats like Microsoft Word, etc.
I - Name of Corporation - The name must be identical to the name on the NUANS.
II - Classes and Shares - The classes and any Maximum Number of Shares That the Corporation is authorized to issue.
The incorporator may authorize different classes of shares. If different classes of shares are authorized; the privileges, rights, restrictions and conditions attached to each class of shares must be stated. Further, the right to vote, the right to receive dividends, and the right to share the remaining property of the company on winding up, must be attached to one or more classes of shares, although they don't need to be attached to the same class. If only one class of shares is authorized then it is assumed they carry all the above rights.
III - Restrictions on Shares Transfer - Any Restrictions on the transfer of shares must be stated. If there are no restrictions, "NONE" must be filled in.
IV - Minimum and Maximum Number of Directors - A corporation may choose to have a specific number of directors (for example: two directors) OR it may choose to have a range of directors (for example: not less than one and not more than seven). If a range of directors is designated, ensure that both the minimum number of directors and the maximum number are stated.
V - Business Restrictions - If the Corporation is restricted from carrying on a certain business, or restricted to carrying on a certain business, specify the restriction(s). If restrictions are to be placed on the business, a corporation may carry on, name the restrictions. If there are no restrictions, "NONE" must be filled in.
VI - Other Provisions - Any other provisions that you wish to include and that are permitted by the Business Corporations Act should be stated here. If there are no other provisions, write "NONE".
VII - Date and Identification - The Articles must be Dated and identification provided by the Incorporator(s). The Incorporator's address, including postal code, and identification must be completed in the appropriate space.
Notice of Agent for Service
An agent for service is an individual located in Alberta who can accept notices and documents in person or by mail on behalf of the corporation. The agent for service does not need to be a lawyer.
You will need to supply:
- The name, firm name (if applicable), street address or legal land description, mailing address, email address and appointment date for the agent for service.
- The agent must consent to their appointment.
- You can also appoint an alternative agent for service. The same details are needed.
- Agents for service and alternative agents for service do not need to be part of the same firm and can be located at different addresses within Alberta.
Notice of Address
Every corporation must have a Registered Office within Alberta, which is a place for service by delivery and must be accessible to the public during normal business hours. A rural route number or a post office box is not acceptable, as these do not identify the location of the Registered Office. If no street address is available, a legal land description is acceptable, provided that an Address for Service by Mail is completed with a post office box or rural route number.
If the Corporation's records are to be kept at a location which differs from its Registered Office, this address should be set out. A post office box or rural route number are not acceptable for the Records Office.
If the Registered Office address is not a mailing address, and address for service by mail must be set out here (Rural Route or Box number ONLY).
Please note: The Registered Office, Records Address, and Mailing Address MUST be in Alberta.
Notice of Directors
Director(s) at Present - The Directors' full names, complete addresses, including postal codes, and a statement as to whether or not they are a resident Canadians must be set out.
At least one quarter or 25% of the board of directors have to be Canadian residents.
