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This information serves as a basic reference to assist you in creating a corporation under the Alberta Business Corporation Act. It is not intended to replace the need for legal counsel or act as an interpretation of any legislation, including the Alberta Business Corporation Act.
The first step in incorporating a business is selecting a name for your new corporation.
When choosing a corporation name, make sure that you:
- Think carefully and are happy with your chosen name, as this is the first impression potential clients will have of your business.
- Comply with the naming rules listed in the Business Corporations Act, which you can order from the Alberta Queen's Printer.
How to choose a unique corporate name
Your corporate name should be as unique as possible and should include the following 3 elements:
Example: Suzie's Homemade Sweets Limited
- Distinctive element is the part of your name that distinguishes your corporation from your competitors.
- Descriptive element describes the nature of your business.
- Legal element can be Limited, Ltd., Incorporated, Inc., Corporation, or Corp.
Homemade Sweets (descriptive)
Check the availability of your desired corporate name
Request a NUANS Search report
If your chosen name is available:
A NUANS search is not necessary
- Your proposed name will be reserved for 90 days.
- You must submit the complete, original NUANS document at the time of incorporation and within the 90-day holding period.
if you choose to incorporate as a numbered Alberta corporation.
- You will need to decide what legal element you would like to have at the end of your incorporation number; for example, 123456 Alberta Ltd., or 123456 Alberta Corporation.
- Your company will be assigned an incorporation number at the time of incorporation.
Complete and file an Alberta NUANS request at any AMA Registry centre
Learn what is required to complete each form:
Articles of incorporation
Name of Corporation
Notice of address
Notice of directors
What are shares and share structure?
- This name must be identical to the name used on the submitted NUANS report and must comply with the Alberta Corporate Name Rules as described in the Alberta Business Corporations Act.
There are 3 rights which a share may carry:
- Shares of the Corporation are the units of ownership, which are issued to people investing in the business.
- The share structure organizes the fundamental rights, restrictions, and privileges of the corporation's shareholders. The structure must be defined at the time of incorporation.
- The shareholders of the corporation are the owners of the corporation. These individuals or businesses have invested in the business, therefore they make important decisions pertaining to the corporation and profit from the corporations success.
- The right to vote
- The rights to receive dividends (if declared)
- The rights to receive remaining assets of the corporation upon dissolution
If a Corporation only lists 1 class of shares, it is implied the shares hold all 3 prescribed rights.
What to enter in the share structure field
Enter the classes of shares, and any maximum number of shares that the Corporation is authorized to issue. Some corporations choose to:
- Have only 1 class of shares. If only 1 class of shares is authorized, then all shareholders within this class have the same rights; i.e. 1,000 Class A voting shares.
- Assign rights among different classes of shares. In this case, the specific rights, privileges and/or restrictions must be attached to each class.
If the share structure of your corporation is in excess of 200 characters in length (including punctuation and spacing), it will have to be electronically attached to the transaction. To avoid delays in processing your incorporation, please provide your share structure by email or USB memory stick.
Restrictions on share transfers (if any)
Number, or minimum/maximum number of directors
- Any restrictions on the transfer of shares must be stated. If there are no restrictions, enter "not acceptable" or "none" into this field.
- If the Restrictions on share transfers exceed 200 characters in length (including punctuation and spacing), it will have to be electronically attached to the transaction. To avoid delays in processing your incorporation, please provide your share structure by email or USB memory stick.
A director is an individual that you have appointed or elected to manage the affairs of your corporation.
Restricted from carrying on a certain business, or restricted to carrying on a certain business, specify the restriction(s)
- 25% of your directors MUST be resident Canadians. You may choose to have a set number of directors or a range of directors.
- Should you decide to designate a range of directors, you must ensure to state both the minimum and maximum number of directors.
- If you have supplied a fixed number of directors, you must ensure your corporation has that number of directors appointed at all times.
- Define any restrictions that are to be placed on the type of business your corporation may or may not conduct.
- If there are no restrictions, enter "none" in this field.
- State any provisions or additional information you would like to include within your articles of incorporation. These provisions must be in compliance with the Alberta Business Corporations Act to be included within this section.
- If there are no other provisions, enter "none" in this field.
- If the other rules and provisions exceed 200 characters in length (including punctuation and spacing) it must be electronically attached to the transaction. To avoid delays in processing your incorporation, please provide your restrictions by email or USB memory stick.
The Articles must be dated with the date of incorporation and identification provided by the incorporator(s).
Remember to enter the full name(s), address(s), and identification number(s) of the incorporator(s).
Address of Registered Office
- By law, every legal entity (corporation) in Alberta must have a valid Alberta address.
- This address must be accessible to the public during regular business hours, and must either be a street address or legal land description.
- If you enter a legal land description, an address for service by mail must also be listed.
Address for Service by Mail
- Supply a records address if the corporation's records (minute books, etc.) are stored in a location that differs from the registered office address. This address must be accessible to the public during regular business hours.
- If the registered office address provided is a legal land description, an address for service by mail must also be provided. This address must be in Alberta.
Notice of Directors
All Alberta corporations are required to have at least 1 director, but distributing corporations (companies with publicly-traded shares) are required to have at least 3 directors.
- Directors of Alberta Corporations must be at least 18 years old.
- At least 25% of the board of directors must be resident Canadians. Other qualifications of directors are listed in Section 105 of the Alberta Business Corporations Act.
- The corporation's directors take office when the Certificate of Incorporation is issued.
When completing the Notice of Directors for any newly-appointed directors, make sure you include:
Resident Canadian status
To obtain a GST number, call 1-800-959-5525.
Workers Compensation Board
To set up a Workers Compensation account, call toll-free in Alberta 1-866-922-9221.
AMA Business Property and Commercial Vehicle Insurance
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