By incorporating your business, you make the organization a legal entity that is separate from its shareholders and employees. We can incorporate your business federally under the Canada Business Corporations Act or provincially under Alberta’s Business Corporations Act. Like a person, a corporation can:
- Pay taxes on its own account
- Sue or be sued
- Sell, own, and buy assets
- Create and enforce contracts
There are several benefits to incorporating your business. Not only are corporations taxed differently than individuals, but by incorporating, an individual’s business and personal obligations are separated. Subject to certain exceptional circumstances, the liability of investors in a corporation is limited to the value of the investor’s investment. We recommend speaking with a lawyer as well as a tax advisor prior to making the decision to incorporate. They can go through the benefits and drawbacks of incorporating and help you determine how to select a jurisdiction and structure your corporation.
This is a major business decision, and legal counsel can ensure you’re doing this correctly. While you don’t need to be a large business to incorporate, it is not always an appropriate option for all businesses. Our team of experienced corporate lawyers can review your situation and help you decide if this is a suitable structure for your business.
If you decide to incorporate your business, our team will walk you through every step of the process. This starts with giving you a clear sense of costs, timelines, and workflows. Once the incorporation is complete, you will have the option of continuing to work with KMSC Law on periodic corporate maintenance. Every year, an Alberta corporation is required to file an annual return to update the government registry with current information regarding the shareholders and directors of the corporation. In addition to filing an annual return, each corporation is required by law to maintain minutes of meetings and resolutions of shareholders. These legal requirements are often overlooked in self maintained records and when the need comes to update, it can be costly and time sensitive. We pride ourselves on being long-term business counsel to hundreds of businesses across Alberta.
Incorporating a Company in Alberta
Selecting a Name For Your Alberta Corporation
An Alberta corporation can exist of a randomly assigned number (1234567 Alberta Ltd.) or a unique name. The Alberta government requires an Alberta corporation name to consist of three different elements. These are:
In order for your corporation to be approved, the legal name of the company must not conflict with any other names or corporations. This includes trademarks and trade names. Our team of corporate lawyers can help you with this process. We will also help you obtain and review a NUANS Report, which is necessary to incorporate your business, to ensure there is not a corporate with an identical or similar name to your corporation.
Documents and Information Needed for Incorporation
There are several other required documents in order to file for incorporation. These include:
- Articles of Incorporation – these are a set of documents that contain information about the company – including proposed corporation name, address, classes of shares and the maximum number of shares the corporation is authorized to issue, names of incorporators, and any rules or provisions. This information becomes public record.
- Notice of Address – This is a record of your corporation address. This must be filed to show the address of both the registered and records address, if they are different.
- Notice of Directors – A corporation has at least one director, which you will elect or appoint in this set of documents. Directors must be adults, and the board of directors must be one quarter Canadian residents.
Submitting Corporation Application
You will also have an opportunity to register your company extra-provincially in British Columbia and/or Saskatchewan and Manitoba through the New West Partnership Trade Agreement, if you plan to carry on business in one of these provinces. Once you have signed the incorporation forms, our corporate team will have the incorporation filed at the relevant Alberta corporate registry. By working with an experienced incorporation lawyer, you’ll remove the concern that your application isn’t complete and accurate. Our team of business lawyers are able to review your goals and give you tailored advice that will benefit you and your business.
Incorporating a Federal Company
The corporate law team at KMSC also performs federal (Canada) incorporations which allows a corporation to carry on business in all provinces and territories. Federal companies have minimal director residency requirements as well as additional obligations with regards to the ultimate beneficiaries of the company’s shares. It can be a more advantageous option if you anticipate your business’ operations expanding into other provinces.
Our experienced business lawyers can help you choose between an Alberta corporation and a federal company. Please contact us if you have any questions.