To reduce paperwork and expenses, you can incorporate your business online with LawDepot’s Alberta Incorporation. By taking you through our step-by-step questionnaire, we’ll help you compile all the forms needed to file for incorporation in Alberta. These documents include:
- Articles of Incorporation
- Notice of Address
- Notice of Directors
We will ask you to provide as much information about your company as possible to ensure you comply with the requirements for incorporation.
In our questionnaire, we’ll take you through the following steps:
1. Name your corporation
Choosing your corporation name can be a fun, creative process, but you must also follow naming rules within Alberta’s Business Corporations Regulations. According to the regulations, a corporation’s name must:
- Be distinctive: Names must be unique and cannot be similar to any other existing corporation.
- Be descriptive: Names should have elements that describe what the corporation does for business.
- Have a legal element: All corporations need a legal element, such as Ltd., Inc., or Corp. at the end.
Corporate names cannot use prohibited terms as regulated by Part I, Sections 12, 13, and 14 of the Business Corporations Regulations or any expressions that may be offensive.
You can also use a numbered name instead. The Corporate Registry assigns a numbered name with Alberta as the second part (e.g., 123456 Alberta Inc.). It can be quicker to incorporate as a numbered corporation, and you can switch to a unique name by amending your Articles of Incorporation later.
Getting an Alberta NUANS report
In Alberta, conducting a Newly Upgraded Automated Name Search (NUANS) is a requirement for incorporating named companies. This search reviews your choice of name to ensure it’s not already taken or similar to another existing corporation. The only time you won’t need a NUANS report is if you choose a numbered name.
The NUANS report reserves your corporation name to prevent another company within Alberta from using it. The report is valid for 90 days and is a non-refundable service.
If your chosen name is already in use, LawDepot will contact you with what steps you can take next.
2. Provide a registered office address
After you choose a corporation name, you’ll provide a registered office address. This address is the location of your corporation that is available to the public. So when you select your registered office, consider your privacy, as you may not want to use a home address.
Registered offices must be located in Alberta, as this will be the address where the government will serve any notices or documents. You’ll also need to provide a records office address, where you’ll keep your corporate Minute Book, and a mailing address. These may be the same as the registered office address.
A contact person is who LawDepot, registry agents, and the government can contact to complete the incorporation process. The contact person must be an Alberta resident. If you are not a resident, you’ll need to choose an agent for service who is an Alberta resident associated with the corporation to accept your documents and mail.
The next step is to select your directors. Directors conduct the day-to-day affairs of the company in good faith for the shareholders by approving major transactions, setting goals for the company, and more. You’ll need to start with at least one company director, but shareholders can elect additional directors later.
Any directors your corporation elect must be eligible under the requirements of Alberta’s Business Corporations Act in Part 9, Section 105 Qualifications of Directors.
4. Select officers
The directors are officers of the corporation, and the legal requirement is to appoint one director. If you wish, you can also appoint officers to named roles within the management structure of the corporation, such as president, secretary, treasurer, or CEO, CTO, CFO, etc.
In smaller companies, it is common for one director to hold more than one officer title.
5. Issue company shares
Next, you’ll have to determine how to issue shares to the corporation’s shareholders.
All companies start by issuing Class A common shares for initial investment and allowing shareholders to vote in company decisions. Issuing additional shares is a way to open investments into the company while still giving control to the Class A common shareholders.
This is done by issuing non-voting shares to other investors. Non-voting shareholders can still financially benefit from non-voting shares but will not be eligible to vote in the corporation's meetings. Preferred share classes are a way to protect investors. Though these shares won’t have voting rights, they will be paid out first if the corporation comes to an end (i.e., liquidates).
As you issue shares, you’ll also decide the initial price for each share. Once you select your share classes and prices, you must name the company shareholders and the number of shares they each own to put into your company Minute Book and issue Share Certificates.
6. Obtain a Corporate Minute Book
You must have a Minute Book to meet the legal requirements of running your corporation. A Minute Book organizes documents obtained during incorporation either in a digital or physical format. Other documents you’ll need to record in a Minute Book while running your business include Directors’ Resolutions, Shareholder Resolutions, Shareholders' Minutes, and more.
You can easily add a Minute Book to your LawDepot Incorporation. With a Minute Book created through LawDepot, you only need to update it with new, important documents as you continue your business.
