CORPORATE REGISTRY

Our services include a wide variety of corporate registrations in the Province of Alberta as well as a number of search reports

Alberta Incorporation / Form

Forming a "Limited" Corporation

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 sole proprietor or 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 and identify the type of corporation and provide director information. The following information is provided to assist you in this process. 
   
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 1234567 Alberta Ltd.  

"Named" Names

A "named" name should consist of three parts, or elements. The first part is usually the distinctive element. In the example, "ABC Building Supplies Ltd.", the distinctive element is "ABC". This part 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, "Building Supplies" 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
• Limitee
• Ltee
• Ltd.
• Corp.
• Corporation
• Inc.
• Incorporated
• Incorporee
• ULC
• Unlimited Liability Corporation
• Professional Corporation

Another 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".

"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 through the authorized service provider that you have selected.

Conducting a NUANS Report to Name Your Corporation

A NUANS Report (Alberta Name Reservation 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 listed on the NUANS report. These other businesses 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. Alternately, 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 an accredited service provider at the time of incorporation and must be less than 91 days old and contain all 6 pages. Either the original or the carbon copy is acceptable.

Corporation Structure

Once a name has been decided, the 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, or talking to a lawyer, who will be able to advise you.
You should understand and know what the following terms mean as each must be addressed as part of the incorporation process:

• Share structure
• Any restrictions on the transfer of shares 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

Corporation Type
There are three types of corporations which may be formed:

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)

Trade Name / Form

Trade names are registered under the Partnership Act when an individual or corporate entity (without partners) carries on the business of trading, manufacturing, contracting or mining in Alberta, under a name other than their personal or legal name. Often this is called a sole proprietorship.

The primary purpose of trade name registration is to provide a method for the public to determine which individuals or corporations are carrying on business under a particular name. A corporation does not have to register a trade name, unless it uses a name that differs from its legal name.

While nothing in the Partnership Act prohibits a minor from registering a trade name, it should be noted that a contract involving a minor, including a minor operating under a trade name, may not be enforceable. Minors wishing to register a trade name should be advised to seek legal advice.

Partnership

Partnerships are registered under the Partnership Act of Alberta when two or more individuals, corporate bodies, or firms that consist of individual and/or corporate persons carry on the business of trading, manufacturing, contracting, or mining. Partnerships are defined as the relationship that exists between persons carrying on business in common with a view to profit.

An individual corporation is not considered to be a partnership, within the meaning of the Partnership Act.

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