The trade name is the simplest form of a business organization. The proprietor assumes all responsibilities for the business including financing, operation, taxes, and accepts all profits or losses. If the business fails, the owner must assume total liability. This means all assets, whether business or personal, can be legally taken and used to discharge the liability.
ADVANTAGES:
- Organization can be informal and flexible.
- Easy to start and affordable.
DISADVANTAGES:
- Profits are personally taxable.
- The company ends with the death of the proprietor.
- Personally liable for all debts and judgments against the business.
-Filing a declaration does not give any right of ownership of the name.
The incorporation is a separate legal entity from the directors or shareholders within the corporation. There will be a separate tax filing for the corporation, separate from the directors or shareholders within the corporation.
ADVANTAGES:
-Limited liability - The limited company forms a distinct legal entity apart from the owners. Therefore, no shareholder of the company can be held personally liable for the debts, obligations or acts of the company. The liability of a shareholder is limited to the value of that shareholders shares.
- Ownership of a limited company is easily transferred by the selling of shares, without upsetting the management of the business.
- No other limited company can use the exact same name.
- The life of the limited company does not end with the death of a shareholder.
DISADVANTAGES:
- Costs are higher when incorporating and additional records are required.
-Annual returns must be filed yearly to keep the company active.
West-End Registries may provide general information. When deciding on what type of business you should register, we are unable to provide legal advice. We recommend that you consult with a lawyer or an accountant.
To change the name of your Alberta Incorporation, you will need a NUANS (name search) for the proposed name. Then we proceed with the name change. We can process the name change by email or in person. If it is by email, you will need to supply the name of the corporation, the Corporate Access Number, the new corporate name, and the authorized representative’s valid photo ID.
The fee for the NUANS is $57.75 and the corporate name change is $130.00.
First step is to complete a pre-search for any similar corporations registered in Alberta. When a unique name is located, we can process a NUANS search. The NUANS fee is $57.75. The NUANS will reserve your proposed corporate name for 90 days to provide time to incorporate the business.
When you are ready to incorporate, or if you would like to proceed now, we can complete the incorporation for you also. I can forward the incorporation application. The fee to register the incorporation (including the NUANS) is $542.75. Or we can provide a minute book package for $726.50, which includes the incorporation, NUANS, a minute book, and a corporate seal (raised paper seal).
Anyone can incorporate a business in Alberta including non-residents and foreigners. An individual or multiple persons forming a business can setup the business as a corporation. Even an existing corporation can form and own another corporation.
There is no residency requirement for directors, officers or shareholders. However, a representative of the corporation, usually referred to as ‘Agent of Corporation’ with an Alberta address is required.
No, you are not legally required to use a lawyer to incorporate your business.
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.
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. A gent of service does not need to be part of the corporation and can be located at a different address other than that of the corporation's.
The agent for service does not need to be a lawyer, accountant or any such professional.
It is the legal address of the Corporation in Alberta. The registered office needs to be in a physical location in Alberta, so that the corporation can get legal documents delivered. An Alberta corporation must always maintain a Registered Office within the Province of Alberta at all times which is accessible to the public during normal business hours.
A ‘named’ corporation is registered with a name of choice. It often reflects the type of business and hence provides a brand name. Eg: Sillium Electricals Ltd.
A ‘numbered’ corporation is registered without a fancy name hence it gets a number followed by ‘Alberta’ and a legal element. Eg: 785843 Alberta Inc.
The number portion of the name is assigned by Corporate Registry and ‘Alberta’ always forms the second part of the name.
Yes, there are some restrictions and they are as follows:
- Cannot have a name identical to another corporation.
- Cannot contain words which are obscene, offensive, or imply a government connection.
- Cannot start with a special character.
A NUANS (Newly Upgraded Automated Name Search) report searches corporate name databases and trade-mark records to confirm your proposed corporate name does not conflict with existing names. The NUANS report reserves the proposed name for 90 days. An Alberta NUANS report is required when incorporating a named company in Alberta.
A Corporation is a legal entity formed by one or more individuals to conduct a business. It is separate and distinct from its owners and has a legal status of its own.
A Corporation acts and functions like a ‘legal person’ - It can enter into contracts and own property in its own name, separately and distinctly from its owners.
When forming a corporation, the owners transfer money, property, or services to the corporation in exchange for shares. The owners of these shares are shareholders.
A Corporation continues to exist even if the owners change or pass away until it goes through a formal legal winding up.
Registering a corporation is called incorporation.
The steps to incorporate are:
1. Choose a name for your corporation and obtain an Alberta NUANS report. Alternatively, you can opt for a numbered corporation, and your corporation gets a numbered name.
2. Prepare the Articles of Incorporation, which contain address details, share structure, director board, agent of service.
3. Submit the paperwork through an authorized registry agent.
Post registration :
4. Create and maintain a corporate minute book with By-laws.
5. Obtain a business number and corporate tax account with CRA.
6. Apply for any permits and licences your business may need.
It is a legal process that allows a corporation formed in one Canadian province, territory, or federally to legally conduct business in another Canadian province or territory.
An extra-provincial registration is required if your corporation is formed outside of the jurisdiction of Alberta and because it:
- Solicits business in Alberta OR;
- Advertises in an Alberta telephone directory or appears in any advertisement with an Alberta address OR;
- Has a local representation of resident agent, representative, or employee OR;
- Has a physical presence - warehouse, office or place of business in Alberta OR;
- It is required to be licensed or registered, under any Act of Alberta, to carry on business OR;
- Owns land in Alberta