Purpose of this Guide - This guide provides an easy reference to help you file for incorporation under the Business Corporations Act Alberta. This information is provided for your convenience. It is not intended to replace the Business Corporations Act nor is it meant to be an interpretation of this legislation. If you have questions not covered you may direct them to ARVIC Search Services Inc. #280 - 521 3rd Ave. SW., Calgary, Alberta T2P 3T3 Telephone: (403) 234-0844 Fax: (403) 294-0944 Email Arvic.
Filingwith the Corporate Registry
The adoption of a business name through the registration of a trade name or partnership does not have any restrictions, nor does it offer any right of ownership of the name. What it does offer, is evidence that a name was registered. It does not carry in right to the exclusive use of name or offer any proof that the business name is in use by a particular business.
This does not mean that choosing a business name is an unimportant task that needs little consideration. In fact, the opposite is true. Although there is little by way of restriction for a business name, the poor choice of a business name could bring unwanted legal complications. For example, if the name you chooses is the same as, or similar to, an existing trade name, corporate name or trademark, an offended party could take you to court and ask a judge to direct you to stop using the name and to award damages.
Although there are no guarantees when selecting a business name, some of the exposures can be reduced. One of the best ways to do this is to obtain a search on the proposed name. This service was previously offered by the government, however, when the administration of the Partnership Act was transferred to Corporate Registry,
this function was transferred to the private sector. The searching of a business name is now performed in the same manner as corporate names. In Alberta a name search is compulsory prior to incorporation. It is not required prior to registration of your business but highly recommended.
Offer two types of search reports for business names. The first is an Alberta Search Report which searches names of corporations, trademarks and other business names. This report is the most detailed and is highly recommended for all proposed business names. The second type of report is a Business Names Report which will only search other business names. This report is best suited for trying to identify existing business names only.
The decision on what name you adopt for your business is yours. Please make an informed decision. If you have questions not covered by this section you may direct them to ARVIC Search Services Inc.
#280, 521 - 3rd Ave SW., Calgary, Alberta T2P 3T3 Telephone: (403)234-0844 Fax: (403) 294-0944 or
Once you have decided to incorporate, the first step is to choose a suitable name for your new corporation. In Alberta the process for searching corporate names has been turned over to the private sector. When you have chosen a name for your corporation, you must contact a private search house to obtain an Alberta Search Report on your proposed name. Arvic is one such private search house. This report will determine if there are any other corporations with the same or a similar name.
To order a NUANS Name search click HERE.
Fill out our online incorporation forms HERE.
The decision is yours whether or not you can use the name chosen. To make this decision you should review the Alberta Search Report, NUANS report, and the Regulations to the Business Corporations Act. To assist in making this decision, you may wish to obtain an opinion from the search house. Arvic provides an opinion with every search it produces. The original Alberta Search Report must be submitted to Corporate Registry, along with the incorporation documents, within 90 days of the date the name was proposed.
If you chooses to incorporate a numbered corporation, an Alberta Search Report is not required. In item 1, of Forms 1, 3 and 6, the name should appear as Alberta and your choice of legal element - Ltd., Limited, Corp., Corporation, Inc., Incorporated.
(Example: Alberta Ltd.) Corporate Registry
will assign the number and insert it in your documents.
No one goes into business to lose
money. However, far to many people start off their business life
with a bad name and as such do not give themselves an even playing
field from which to commence to carry on business. It is far
easier to provide a list of names that are bad than it is to produce
a list of names that are good. In selecting a new name try to
remember that the prime reason for selecting a name in the first
place was so customers could identify you as the source
for the products you is selling or the service you
Companies are incorporated for two basic purposes. They either (1) hold an asset or investment and use the corporation for accounting purposes and as such never deal with the general public or, (2) in the majority of circumstances, they deal in wares and services that they sell to the public. Corporations that deal with the public need good names.
The discussion of what constitutes a good name can best be dealt with if we examine what names are bad. At the top of the list of bad names is the use of a number as a name. It seems that every time you read about a corrupt politician, a slum landlord, or a shady business you also read that they carried on business using a numbered company. The public perception of a numbered company is "here is someone with something to hide, someone we can not trust". For this reason these names have negative connotations. Don't use one if you are dealing with the public. However, there is nothing wrong with using a numbered company to hold an asset.
Laudatory term such as: holdings, enterprises, developments, investments, international, trading, consulting or communications, to name just a few, are all bad to use if a corporate name is before the public. The public has no idea what any of these businesses do, the products sold or the services offered. The failure rate among these companies is extremely high. We believe this failure rate stems from the fact that the buying public, when viewing the name, will have absolutely no motivation to deal with this company as they have no idea what they are all about.
To demonstrate this position form a corporate name by adding any laudatory term in the middle of the phrase Bill's ____ Ltd. Now ask yourself, what does Bill do for a living? If you saw his name in the white pages of your phone book would you be reminded to call him? If you remembered that Bill had a business, would you know what section of the yellow pages to search for your phone number.
The third set of bad names are those that use initials. We can all think of a couple of companies that have used initials successfully. IBM and A&W come to mind, however, who can think of 10 more. The reason for this is simple. The public tries to associate the initials as being an acronym or abbreviation for words. When the public can not determine the meaning of the initials they have nothing to associate with the business and therefore they forget who they are. Once the public forgets who you are, they stop buying from you.
The fourth set of bad names are geographic names. Why would anyone think that calling your business Toronto International Trading Ltd. would stand you above the crowd? There must be a couple of hundred thousand businesses in Toronto. How can this name be unique?
Far to many people who form companies believe that the name they select needs to be broad enough in its name to encompass any activity that they may ever get involved in. The fact of the matter is that any business that grows to the point where it diversifies, will also spin off a related company to pursue these new activities.
Now that you have seen what constitutes a bad name lets examine how good names are derived. A good name is one with which the public can identify. A good name consists of three elements.
Name Search - Prior to the preparation of any documents you should
call a reputable search house and have the proposed name searched.
In Alberta you can have one of two different searches prepared.
One is a trade name search and the other is a corporate name search.
The only difference between the two is the fact that a corporate
name search reserves the name for 90 days. We recommend you have
a corporate name search prepared even though you only wish to register a trade name.
FILING WITH THE CORPORATE REGISTRY
FILING WITH THE CORPORATE REGISTRY
As of 1998, all Alberta incorporations must be filed by an Accredited Corporate Examiner.
ITEM 1. Name of Corporation - The name must be identical to the name on the Alberta Search Report and must be uniform throughout the incorporating documents.
ITEM 2. The Classes and any maximum Number of Shares That the Corporation is authorized to Issue - Only "no par value" shares can be issued under the Business Corporations Act. However, the incorporator may authorize different classes of shares. If different classes of shares are authorized, the privileges, rights, restriction, 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 need not be attached to the same class. If only one class of shares is authorized, then it is assumed they carry all the above rights.
ITEM 3. Restrictions on Share Transfers (If any) - Any restrictions on the transfer of shares must be stated. If there are no restrictions, "N/A" or "NONE" must be filled in.
ITEM 4. Number, or Minimum and Maximum Number, of Directors - A corporation may choose to have a specific number of directors (e.g., two directors) OR it may choose to have a range of directors (e.g., 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. A corporation which distributes shares to the public, and has more than 15 shareholders must has at least three directors.
ITEM 5. 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, "N/A" or "NONE" must be filled in.
ITEM 6. Other Provisions - Any other provisions that you wish to include and that are permitted by the Act should be stated here. If there are no other provisions, write "N/A" or "NONE". If you wish to include any other provisions that are permitted by the Act, then specify them.
NOTE: The Business Corporations Act does not define "Private Company" as the Securities Act and Companies Act do. As a result, some small corporations under the Business Corporations Act must also file under the Securities Act. You can avoid potential problems by including in the "Other Provisions" section of this form the "Private Company" provisions that are defined under the Securities Act. If these three provisions apply to your corporation, write them in:
a) the right to transfer the corporation's shares is restricted.
ITEM 7. The Articles must be Dated and Signed by the Incorporator(s) - The Incorporator's address, including postal code must be completed in the appropriate space.
All items on this form must be completed. Form 1 and any attachments
should be submitted in duplicate.
ITEM 3. Address of Registered Office - 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, a legal land description is acceptable, provided item 5 is completed with a post office box or rural route number.
ITEM 4. Records Address - 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.
ITEM 5. Address for Service by Mail, if Different from Item 3 - If the Registered Office address is not a mailing address, an address for service by mail must be set out here. (Rural route or Box number ONLY).
The Registered Office, Records, Address, and Mailing Address
MUST be in Alberta.
ITEM 5. Director(s) at Present - The Directors' full names, complete addresses, including postal codes, and a statement as to whether or not they are resident Canadians must be set out.
ITEM 6. Resident Canadians - At least one half of the Directors of an Alberta corporation must be resident Canadians.
Corporations cannot be Directors.
The Notice of Address (Form 3) and Notice of Directors (Form 6)
must be signed and dated.
These are three types of corporations which can be formed by following the procedures set out above.
1. Corporations with 15 or Fewer Shareholders - These are the most closely held corporations and are subject to the least amount of regulation, and are by far the most common.
2. Corporations with 16 or More Shareholders Not Distributing Shares to the Public - These corporations must prepare shareholders' lists for meetings. They must comply with sections 143 and 144 of the Act regarding proxies and proxy solicitations, unless they are otherwise exempted by the Alberta Securities Commission or the Court.
3. Corporations with 16 or More Shareholders distributing Shares to the Public - This type of corporation is subject to the most regulation. It must, for example, file financial statements and interims with the Alberta Securities Commission. These corporations cannot restrict the transfer of their shares, except by constraint to non-residents.
Societies, not-for-profit companies, companies limited by guarantee,
and specially limited companies CANNOT be incorporated
under the Business Corporations Act.
On the anniversary of incorporation, each corporation must file an Annual Return (Form 22). Corporate Registry will forward a pre-printed form to the corporation's Registered Office or mailing address the month prior to its anniversary month. If you fail to file this form, your corporation may be dissolved. The fee to file this form is $20.00. Within 15 days of a change of any of the following, you must send notice to the Corporate Registry using the following form:
- Change of Registered Office Address (Form 3)
No fee is charged by Corporate Registry for filing Form 3 and Form 6.
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