Alberta Corporate Registry Services - Searches & Registrations

Overview

A corporation is an independent legal entity that exists separate and apart from its owners (shareholders). Basically, the corporation acts as a "person."

As a "person," a corporation can:

• Buy, sell, and own assets, including land
• Make contracts
• Sue
• Be sued

You do not need to be a large business to register as a corporation. A small business with only one owner can register as a corporation.

If you need help deciding if a corporation is the best form of business, we highly recommend you get legal advice.

Cost

The total charge for an incorporation is $500.00, which includes $275.00 in government fees. We can also create a customized minute book for $95.45 - Incl GST.

A NUANS report (if required, see below) is $57.75 - Incl GST

Steps to Incorporate

Step 1. Choose a name

An Alberta corporation name consists of 3 elements. "ABC Building Supplies Ltd." is an example of a corporation name that contains all 3 elements.

• A distinctive element is a unique word or location that makes your corporation name different from others. In the example above, "ABC" is the distinctive element.
• A descriptive element describes what the corporation does or what the corporation is. In the example above, "Building Supplies" is the descriptive element.
• All Alberta corporations are required to have a legal element at the end of their name. In the example above, "Ltd." is the legal element. The following legal elements are permitted by the Business Corporations Act: Limited, Limitee, Ltee, Ltd., Corp., Corporation, Inc., Incorporated, Incorporee, ULC, Unlimited Liability Corporation.

Your corporation can also use a "number" name, such as "785843 Alberta Inc."

• The number portion of the name is assigned by Corporate Registry
• "Alberta" always forms the second part of the name
• You may choose one of the standard legal elements above

Step 2. Get an Alberta NUANS report

You need to get an Alberta NUANS report and review it to make sure there is no other corporation with an identical name or a name that is too similar to your proposed corporation name. Unlike business names, identically named corporations are not allowed. The NUANS report reserves the proposed name for 90 days. ** You can order a NUANS report during your submission here.

You do not need a NUANS report when the proposed name will be a 'number name' assigned by Corporate Registry (for example, 9999999 Alberta Ltd.)

If you choose a name that is the same as, or similar to, an existing business name, corporation name, or trademark, the owners could take your business to court; you may have to change your name or pay damages to the owners.

Step 3: Submit your information here.

If your information meets requirements, we will enter it into the Corporate Registry computer system and provide you with a certificate of incorporation. You will receive an email when your federal business number is issued.

Annual Returns - $90.00

You must submit an annual return to an authorized Corporate Registry service provider. A reminder will be sent to your corporation’s registered office one month before the anniversary of incorporation.

If you do not file the annual return, your corporation may be dissolved.

Annual returns can be processed online or brought into our office.

Note: Societies and non-profit annual returns must be filed directly with Corporate Registry

Revival - $330.00

An authorized person may revive a struck corporation.

An authorized person is anyone who:

• has monetary or legal rights who has been affected by the corporation’s dissolution (for example: a director, shareholder, or creditor) and/or
• had a direct relationship with the corporation before it was dissolved

Corporations cannot be revived if they have been struck for 10 or more years. The property of a dissolved corporation is transferred to the Government of Alberta and can only be claimed back within a certain time period.

Please contact our office for further details to revive a specific corporate entity.

Dissolving a Corporation - $80.00

Step 1. Vote to dissolve the corporation

You and other shareholders or directors can vote if your corporation has stopped doing business and doesn’t have any debts.

Step 2. Sell all property and pay all debts

If the corporation still has liabilities, you and the other shareholders must appoint a liquidator to deal with the corporation’s assets and settle those debts to the best of their ability.

Step 3. Contact our office to complete the necessary forms, pay the fee, and file the dissolution.

Additional Information

Overview

A business name does not have a legal existence in its own right. It is simply a name used by one or more persons to represent their business to the public. That means the sole proprietor or partners are personally responsible for the debts and obligations of the business.

Registering a business name does not grant any right of ownership of the name. It is simply proof that the name is being used by a particular business.

If you need help deciding if a sole proprietorship, partnership, or corporation is the best form of business, we highly recommended you get legal advice.

Types of Business Names

There are 4 types of business names registered under the Partnership Act:

Trade Name

A trade name is used when:

• An individual does business under a name other than their own personal name (also known as a sole proprietorship)
• A corporation does business under a name other than its legal name

Partnership

A partnership is created when 2 or more individuals, or 2 or more corporations, do business together as partners. All partners share in the profits and the risks or debts of the business.

Limited Partnership

A limited partnership consists of one or more general partners, and one or more limited partners.

Each type of partner has different rights and responsibilities. For example, a general partner is usually liable for the debts of the business, while a limited partner is usually liable only for the amount they have contributed to the business.

Limited Liability Partnership

A limited liability partnership consists of partners in one or more eligible professions, such as accounting or law.

This type of partnership is similar to a regular partnership, except there is liability protection. A partner in a limited liability partnership is not generally liable for the negligence, wrongdoing, or misconduct of a partner, employee, or agent.

Partners in a limited liability partnership may be individual practitioners or professional corporations.

Limited partnerships or limited liability partnerships based in other provinces must also register in Alberta when they do business here.

How to Apply

Step 1: Choose a business name

Although there are few restrictions on a business name, you should choose your name carefully. Business names:

• Don’t have to be unique; duplicate business names may exist
• However, if you choose a name that is the same as, or similar to, an existing business name, corporation name, or trademark, the owners could take your business to court; you may have to change your name or pay damages to the owners
• Cannot use the words 'limited', 'incorporated' or 'corporation' at the end of the business name, since that would imply you are running a corporation
• Cannot use the abbreviated forms of these words (such as Ltd., Inc., or Corp., or the French forms/abbreviations of those words)
• If you’re registering a limited liability partnership, you will need to include 'limited liability partnership' or the abbreviation 'LLP' at the end of the name, or the French terms 'Société à Responsabilité Limitée' or 'SRL'

Step 2: Get a Business Name Report

This step is recommended, but not mandatory. The report contains registered business, corporation and trademark names that are similar to your proposed business name. The report is provided by authorized NUANS members.

Step 3: Submit your information here.

If your information meets the requirements, it will be entered into the Corporate Registry and you will be provided with a proof of filing. You will receive an email when your federal business number is issued, unless one has previously been assigned to you as an individual or corporation. In that case, you will use the business number you already have.