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Articles of Incorporation

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Alberta

AlbertaBuilt for Alberta
Different provinces have different rules and regulations. Your Articles of Incorporation will be customized for Alberta.



Frequently Asked Questions
Why is my province not available?In certain provinces Articles of Incorporation may only be filed online with the provincial government. LawDepot offers template articles for provinces and territories where paper filing is available.What are the benefits of federal incorporation?Federal incorporation means you can use your chosen corporation name across Canada. This costs more for the privilege.


Your Articles of Incorporation

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ARTICLES OF INCORPORATION

In compliance with the requirements of the Business Corporations Act, RSA 2000, c B-9, and for the purposes of forming a for-profit business corporation in Alberta, the undersigned desires to form a corporation according to the following Articles of Incorporation.

  1. Name of Corporation
  2. The name of the corporation is ____________________ (the "Corporation").
  3. Restrictions
  4. The Corporation may carry on any lawful business without restriction.
  5. Registered Office
  6. The street address of the initial registered office is ____________________
  7. Street Address of the Principal Office
  8. The street address of the principal office is ____________________
  9. Initial Director
  10. The Corporation will initially appoint one director (individually the "Director" and collectively the "Directors"). The name and address of the person who will serve as Director until the first annual meeting of the shareholders or until successors are elected and qualified is set out below:
    Name Address City Province/Territory Postal Code
    __________ __________ __________ Alberta __________

  11. Authorized Capital
  12. The aggregate total number of all shares that the Corporation is authorized to issue is ______.
  13. Class A Ordinary Voting Shares
  14. The Corporation is authorized to issue a single class of ordinary, voting shares. The total number of shares authorized is 0 shares of Class A stock with no par value. The Class A ordinary, voting, non-redeemable, non-cumulative shares will have the following rights and privileges attached to them and be subject to the following conditions and limitations:
    1. The holders of Class A shares will be entitled to receive, as and when declared by the Directors out of the monies of the Corporation properly applicable to the payment of dividends, non-cumulative cash dividends, at the rate to be set by the Directors.
    2. In the event of the liquidation, dissolution or winding up of the Corporation or other distribution of its net assets among the shareholders by way of repayment of capital, the Class A shareholders will be entitled to receive and share equally in the net assets of the Corporation.
    3. The Class A shares may from time to time be issued as a class without series or, may from time to time be issued in one or more series. If the Class A shares are issued in one or more series the Directors may from time to time, by resolution before issuance, fix the number of shares in each series, determine the designation and fix the rights, privileges, restrictions, limitations and conditions attaching to the shares of each series but always subject to the limitations set out in the Articles of Incorporation.
    4. The holders of Class A shares will be entitled to one vote for each Class A share held, and will be entitled to receive notice of and to attend all meetings of the shareholders of the Corporation.
  15. Preemptive Rights
  16. The shareholders of the Corporation have the preemptive right to purchase any new issue of shares in proportion to their current equity percentage. A shareholder may waive any preemptive right.
  17. Cumulative Voting
  18. In an election of Directors, each shareholder's number of votes will be calculated by multiplying the number of voting shares they are entitled to cast by the number of Directors being elected. The shareholder may cast their total votes for a single Director or may distribute them among two or more Directors, as the shareholder sees fit.
  19. Restrictions on Transfer
  20. No shares in the Corporation will be transferred without the approval of the Directors of the Corporation either by a resolution of the Directors passed at a Directors meeting or by an instrument or instruments in writing signed by all of the Directors.
  21. Amend or Repeal Bylaws
  22. Bylaws may be adopted, amended, or repealed either by approval of the outstanding voting shares or by the approval of the Directors. In adopting, amending or repealing a bylaw the shareholders may expressly provide that the Directors may not adopt, amend or repeal that bylaw. The power of the Directors is subordinate to the power of the shareholders to adopt, amend, or repeal the blyaws.
  23. Fiscal Year End
  24. The fiscal year end of the Corporation is January 1st.
  25. Indemnification of Officers, Directors, Employees and Agents
  26. The Directors, officers, employees and agents of the Corporation will be indemnified and held harmless by the Corporation and its shareholders from and against any and all claims of any nature, whatsoever, arising out of the individual's participation in the affairs of the Corporation. The Directors, officers, employees and agents of the Corporation will not be entitled to indemnification under this section for liability arising out of gross negligence or willful misconduct of the individual or the breach by the individual of any provisions of this Agreement.
  27. Limitation of Liability
  28. The Directors and officers of the Corporation will not be personally liable to the Corporation or its shareholders for any mistake or error in judgment or for any act or omission believed in good faith to be within the scope of authority conferred or implied by theArticles of Incorporation or by the Corporation. The Directors and officers will be liable for any expenses or damages incurred by the Corporation or its shareholders resulting from any and all acts or omissions involving fraud or intentional wrongdoing.
  29. Incorporator
  30. The name and address of the incorporator of the Corporation are set out below:
    Name Address City Province/Territory Postal Code
    Incorporator Name __________ __________ Alberta __________

  31. Authorized Representative Contact Information
  32. Authorized Representative: ____________________


I, THE UNDERSIGNED, for the purpose of forming a corporation under the Business Corporations Act, RSA 2000, c B-9, do make, file and record this document, and do certify that the facts stated in this document are true, and I have accordingly set my hand to this document this _____________day of _______________, 20______.

BY:


_________________________
Incorporator Name (Incorporator)

Last updated August 06, 2025

What are Articles of Incorporation?

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Articles of Incorporation are legal documents filed with the federal, provincial, or territorial government to track the creation of a new corporation. Corporate articles provide key public information about the corporation, such as the registered office and the identity of the initial directors. Articles of Incorporation also note the type and number of initial shares the corporation will issue.

Incorporation articles are fundamental corporate charter documents during a corporation's formation. These articles record key details about the company, like its corporate name, share classes, and structure.

LawDepot makes creating documents straightforward. Simply fill out our fully customizable template to have complete Articles of Incorporation in minutes.

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Do Canadian corporations need Articles of Incorporation?

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Yes, Canadian companies need Articles of Incorporation. You can’t register a new corporation without drafting and filing Articles of Incorporation with the government.

Each government in Canada has its own Business Corporations Act, which regulates corporations in that jurisdiction. Most provincial acts are modeled on the federal Canada Business Corporations Act, though the British Columbia Business Corporations Act is quite different. Some of the pieces of legislation are as follows:

Corporations Canada reviews the articles and attaches them to the Certificate of Incorporation if a company incorporates federally. For provincial or territorial incorporations, the government of that jurisdiction will approve the articles during the incorporation process. In each case, the key details of the corporation will be searchable by the public on the corresponding corporate register.

LawDepot’s Articles of Incorporation work for jurisdictions that offer direct upload of documents for electronic filing or as a reference for proper record keeping. Our customizable template is available for federal, provincial, or territorial jurisdictions except Quebec, New Brunswick, and Nova Scotia due to specific legal requirements.

Need help with incorporating your business? LawDepot offers Incorporation packages for Alberta, British Columbia, Ontario, Saskatchewan, and Federal Incorporation. We'll guide you through the process from start to finish.

What do Articles of Incorporation do for companies?

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Articles of Incorporation are official records of incorporation documenting the creation of a corporation with a unique legal identity.

Creating articles allows a company to outline details like:

Corporate bylaws

Articles of Incorporation state who can decide to change the company’s corporate bylaws, including information on adopting, amending, or cancelling them. If the articles don’t specify who has the power to make these changes, the shareholders will have the final say. Alternatively, incorporators may choose to also allow directors to amend the bylaws.

LawDepot also offers a Corporate Bylaws product. For our British Columbia customers, we offer Company Articles instead, designed to be compatible with that province’s different legislation.

Liability and indemnity

Articles of Incorporation can include a statement indemnifying officers, directors, employees, and agents. This means that if the person was not negligent and did not operate with misconduct, the corporation protects them from legal action they might incur during their everyday corporate duties.

Additionally, it’s optional to add a statement limiting the liability of directors. Directors are in charge of most day-to-day corporate decision-making and must operate with the company’s best interests in mind. So, if a director operates with good intentions, a limitation of liability clause means they’re not liable to the corporation or its shareholders for actions made in good faith. Directors are still liable for any actions involving fraud or wrongdoing.

Share classes and dividends

Creating Articles of Incorporation involves documenting the attributes of a corporation's share classes. Corporations that issue more than one class of shares allow for more investment without diluting voting strength. If corporations issue more types of shares, they can set the voting rights of the additional classes, such as limited or no voting rights, thus maintaining the voting strength of the Class A shareholders who are running the company.

Company founders have several different share class options to choose from when creating their corporation. Each one is different, with distinct abilities and powers:

Share Class Type Abilities and Powers
Class A
  • Have unlimited voting rights
  • Can receive dividends
  • Class A shareholders keep their control and ownership of the business through their ordinary voting shares
  • Class A shareholders receive the remaining property of the corporation after it dissolves
Class B and C
  • Voting rights can be limited so the corporation can sell non-voting or limited-voting shares to investors, leaving the Class A shareholders in control
  • Class B and C shareholders with limited or no voting rights can still vote on matters affecting the ownership or conversion of their share type (like share preferences, limitations, and relative rights)

Class B and C Shares can also be designated either redeemable or non-redeemable. Redeemable shares are also called preference shares. Redeemable shares can be repurchased by a corporation and are paid out first, ahead of the Class A shares, if a corporation dissolves. If a corporation has run out of money, nothing may be left for the Class A Shareholders after the first creditors and preference shares have been paid out. However, a corporation cannot buy non-redeemable shares back.

Different share classes have set options for redeemability, for example:

Share Class Type Redeemability
Class A
  • Class A shares are non-redeemable
  • Non-redeemable shares potentially offer higher rewards, but they are also higher risk to investors
  • If a corporation is liquidated, ordinary shares are paid out last, after creditors, and then preference share classes
  • Non-redeemable ordinary shareholders then split the remaining net assets of the corporation
Class B and C
  • Designed as redeemable or non-redeemable stock
  • Redeemable shares are a lower-risk, but lower-reward investment
  • A corporation can buy back redeemable or preference shares at the request of those shareholders or the corporation itself
  • These shares are usually repurchased at a set price called the redemption amount
  • During the dissolution of the company, after the corporation has paid all of its debts, the redeemable shares are paid out first, before non-redeemable classes


Dividends are payments a corporation makes to its shareholders from its profits. Dividends can be either cumulative or non-cumulative.

Cumulative dividends are fixed annual payments made to some share classes. If a dividend is not declared on those shares in a given year, that amount will remain due and owing to those shareholders when the corporation does declare a dividend in a future year. Non-cumulative dividends, like Class A ordinary voting shares, are only payable when a corporation declares a dividend. Dividends are most commonly non-cumulative.

Other provisions

Further provisions of the Articles of Incorporation include whether cumulative voting for directors is allowed for the corporation. Cumulative voting increases the chances of minority shareholders influencing which directors are elected at the annual meeting. For example, instead of placing their votes across multiple candidates in an election, if a minority shareholder has ten votes for multiple director candidates, they can use all ten on one specific candidate they would like to elect. This allows them greater voting strength for their chosen candidate instead of splitting up their votes.

Corporations can grant preemptive rights to shareholders and note it in the incorporation articles. Preemptive rights allow a corporation’s current shareholders to purchase new shares before the new series of shares is offered to anyone else. These shareholders can then buy new shares up to the amount which will maintain their current percentage shareholding, thus keeping the same amount of voting power.

Finally, Articles of Incorporation also include information on whether director approval is needed to transfer shares. It’s optional to include terms that state the corporation’s shareholders may not sell their shares without the approval of most directors. The Canada Business Corporations Act and provincial and territorial laws require that any restriction on share transfers be noted in the Articles of Incorporation.

Ensure your corporation is set up correctly.

Get started on your incorporation articles now.

How do you create Articles of Incorporation?

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LawDepot’s template guides you through every stage of making your Articles of Incorporation to ensure you create a complete and legal corporate document.

To make your articles, follow these easy steps:

1. Include corporate information

Select your jurisdiction of incorporation, which will either be federal, the province, or the territory in which the corporation is forming.

Include the corporate name and the purpose of your corporation, such as any lawful business. Alternatively, you can set your restrictions to limit the activities the corporation can be involved in. It’s also important to include the address of the registered office, and if it’s the main business address.

LawDepot’s Articles of Incorporation are unavailable for British Columbia, New Brunswick, Nova Scotia, or Quebec.

2. Name the incorporators and other personnel

Include the incorporator type, such as an individual or a corporation. This is who will prepare and submit the Articles of Incorporation to form the corporation. Then, add the name of the individual, the company, and their address.

Write down the legal name of the authorized representative who will submit the incorporation articles and respond to any inquiries from the relevant government. Also include their contact information and relationship to the organization, such as registered agent or incorporator.

The next role you’ll need to note is the initial directors of the corporation. One or more people can have this role, and you must include their names, addresses, and whether they’re Canadian residents. This will be publicly searchable information on the corresponding corporate register.

3. Specify the corporate share structure and classes

Choose the total number of shares from all classes your corporation may issue, also known as the aggregate number of shares. A corporation does not need to issue every authorized share.

Some corporations authorize more shares than they intend to give out. This allows the corporation to issue more shares later if needed without having to amend its incorporation articles.

Decide on how many share classes your corporation will have and their redeemability. This can be:

  • One class of ordinary voting shares
  • One ordinary class and one additional class
  • One ordinary class and two additional classes

Most corporations only need Class A with ordinary voting rights. However, with LawDepot’s easy-to-use template, you can choose up to three classes of shares for your corporation.

Shareholders can also vote on corporate decisions affecting their share types' preferences, limitations, and relative rights.

Then, specify the type of dividends each share class will have, which can be either cumulative or non-cumulative. These are payments a corporation pays to its shareholders from its earnings.

4. Provide additional provisions

Additional provisions protect your organization by clearly listing how the company should operate moving forward. When creating your articles, you can include the following:

  • Corporate Bylaws govern how your corporation will manage its internal operations
  • Fiscal year-end date that ends a corporation's 12-month business cycle and its tax and accounting period
  • Liability and indemnity clauses to help minimize the risk of legal action towards your corporate executives, directors, and/or officers who act without fraud, negligence, or purposeful wrongdoing

Additionally, you can consider adding cumulative voting for directors, preemptive rights to shareholders, and director approval to transfer shares.

Filing your incorporation articles in Canada

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Where to file depends on whether you’re incorporating federally or in a specific province or territory. Federal companies file their corporate charter documents with Corporations Canada.

Incorporation articles will be filed with the provincial or territorial government of incorporation if the corporation is not incorporating federally. To file articles in a province or territory, check your local registry office, government website, or ask a lawyer for more guidance.

Forming a business in Alberta, British Columbia, Ontario, Saskatchewan, or federally? LawDepot offers incorporation services to assist you from creating your necessary documents to filing your application.

Are Articles of Incorporation public records in Canada?

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Any charter documents filed with Corporations Canada are available and accessible to the public through the federal Corporations Canada database or the provincial Business Registry service.

It’s important to note that New Brunswick, Newfoundland and Labrador, Prince Edward Island, Northwest Territories, Nunavut, and Yukon have their own business or corporate registry databases.

Anyone can order copies of corporate documents online for free using the corporate name, corporation number, or business number.

Are Articles of Incorporation the same as articles of association?

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In Canada, articles of association are distinct and separate from Articles of Incorporation.

Articles of association are internal rules that lay the groundwork for a company's operation, including information on how to manage it. In contrast, Articles of Incorporation outline a corporation's structure and purpose and are then filed with the government.

Both documents are available for inspection at any time by interested parties, government bodies, auditors, or any general member of the public.

Can Articles of Incorporation be amended?

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Yes, Articles of Incorporation can be amended at the federal, provincial, or territorial levels. However, this requires a formal legal process in which corporate executives or shareholders agree on the amendments. After an agreement is made, the corporation files the newly adjusted document with its jurisdiction’s government agency.

Amending Articles of Incorporation is completed in the jurisdiction of incorporation. If a company forms under the federal government, it’ll file amendments with Corporations Canada. Companies incorporated provincially or territorially will file amendments with the appropriate registry services. For example, Alberta Corporate Registry or Ontario Ministry of Public and Business Service Delivery.

For more information or guidance on amending your incorporation articles, reach out to a lawyer for advice.

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