ALBERTA INCORPORATION LAWYERS

By incorporating a business in Alberta, Canada, you are creating a new legal entity that is separate and apart from its owners. Once it is incorporated, the newly created entity is capable of buying and selling assets, hiring employees, entering into contracts, and generally carrying on business.

Operating a business through a corporation (instead of operating as a sole proprietor where the owners ARE the business), means that the owners of the business are separated from the business's debts and liabilities, which can be an effective way to limit liability and business risk for Alberta business owners among other benefits.

Alberta can be a great place for incorporating and operating a business. Here are some facts to support this:

• At 8% as of 2023, Alberta has the lowest corporate tax rate of all Canadian provinces.
• Alberta boasts a 98% success rate for businesses that have been incorporated for more than 5 years.
• Approximately 94% of incorporated businesses in Alberta are small or medium-sized enterprises.
• There were 55,476 businesses incorporated in Alberta in 2023. This marked an 11.31% increase in Alberta business incorporations over 2022.
• The most popular industries for incorporation in Alberta include oil and gas, construction, and technology.

Each year after you incorporate a business, you'll need to file an annual return with the applicable corporate registry office.

If you fail to file a corporate annual return when due, the corporation will eventually be struck from the corporate register. This means it no longer exists as a valid legal entity. This can cause major problems and can be expensive to fix (if it's possible at all).

A corporate annual return is different than a tax return.

This annual filing is intended to confirm that the corporation remains active and whether any changes have been made to:

• registered office, records address, and mailing information for the corporation;
• the name, status, and contact information of directors; and
• the names, status, contact information, and share percentages held by voting shareholders.

If changes have been made since the last corporate filing, these changes must be reflected in the corporate annual return.

All of our legal support subscription plans include corporate annual return filing. This ensures that your corporation remains valid and up to date.

The corporate annual return filing included with our incorporation packages is for the corporation's home jurisdiction only. If you would like a quote for filing corporate annual returns in multiple jurisdictions please contact us for a quote.

Obtaining a certificate of incorporation is only a part of the incorporation process. After you incorporate a business, you'll also need to set it up by appointing directors and officers, issuing shares, and preparing various legal documents. Failure to take these steps can lead to significant problems and expenses down the road.

Unlike other incorporation websites, when you incorporate a business with us, you'll receive the same comprehensive legal documents that our law firm would prepare if you requested help with business incorporation in person at our law firm. Preparing these documents is a critically important step after you incorporate a business.

Our comprehensive legal documents include corporate by-laws, flexible articles of incorporation, resolutions of the directors and shareholders, share subscriptions, notices, and consents (among others). All documents will be prepared by a lawyer based upon the information you provide and are sent for signing electronically.

Pay for a lawyer to incorporate a business correctly the first time, instead of hiring one to fix things in the future.

Most law firms and incorporation websites will charge you to create a physical minute book or corporate records binder. In some cases, this cost can exceed $100 when you incorporate a business.

We take a different approach. Instead of a physical binder or records, we prepare a digital minute book. This is a series of electronic folders that is used for storing your corporate information.

All of our documents are prepared, signed, and stored in digital form. This makes it easy to sign, store and share corporate records as needed, without the need to meet with a lawyer in person, or mail records out to those that need them from time to time (such as your accountant).

If you want to print those records out on your own and place them in a binder, you're free to do so, but it's not necessary. We also recommend against having both a physical minute book and a digital minute book, as it can be hard to keep them consistent. In our view, digital minute books are better than physical minute books.

Normally an Alberta corporation can be registered within 1-2 business days.

A federal corporation will normally take 1 business day, plus the time it takes for Industry Canada to process the application. This generally adds 1-2 business days, unless express government checkout is selected.

However, our process involves more than just blind registration of the information you submit.

If we identify issues with your application, such as potential issues with your proposed name, the process can take a little longer.

If you have a specific deadline in mind, feel free to get in touch with us before submitting your application so that we can confirm whether we can meet your deadline.

There are several potential benefits to operating your business through a corporation. These benefits can include liability protection for shareholders/owners, increased credibility, name protection, flexibility of ownership, and low corporate tax rates, among others.

For a more thorough review of the benefits of incorporating a business in Alberta, check out Benefits of Incorporating a Business in Alberta: A Lawyer’s Guide.

If you'd like an automated assessment of whether business incorporation is right for you and your business, consider completing our free Incorporation Quiz.

When you incorporate a business, you're required to list a registered office and records address. This address is required to be:

• located within the jurisdiction of incorporation;
• accessible to the public during regular business hours; and
• a physical address (not a PO box).

The registered office and records address are both listed publicly.

A registered office is a place at which legal documents can be served. For example, when someone wishes to sue a corporation, the claim is most often served (delivered) to the registered office.

A records address is a place at which corporate records can be accessed. This must be a public address, as even members of the public are entitled to visit the records address and request access to and take copies of various corporate records.

Using a law firm as a registered office and records address can have several benefits, including the following:

• you can avoid using your home address, which likely doesn't comply with the requirement of being publicly accessible during regular business hours;
• it can be beneficial for legal claims to be delivered to your lawyers first, as they can take steps to ensure a proper response is made in time;
• lawyers are able to determine which corporate records may be accessed by whom, and can limit unnecessary disclosure of corporate information; and
• A business lawyer will have systems in place to manage and maintain corporate records, so you can focus on your business, not managing your paperwork and corporate filings.

Just like a large publicly listed corporation, small private corporations are required by law to hold an annual general meeting of the shareholders. Certain tasks, such as appointing directors, approving the financial statements, and waiving the requirement for an audit should be approved at an annual general meeting.

It is also recommended that a small private corporation pass resolutions of the directors at least once per year. This ensures that decisions made by the directors are approved and that no director or shareholder can claim at a later date that decisions were not properly made.

For most small corporations, it doesn't make sense to hold an in-person meeting of the directors and shareholders each year, which typically requires notices to be sent out, procedures to be followed, and detailed minutes to be kept.

Instead, most small private corporations in Canada pass written resolutions of the directors and shareholders each year to address these matters. This helps to ensure legal compliance and limit legal risk after you incorporate a business.

Obtaining a Certificate of Incorporation from Alberta Corporate Registries or Corporations Canada is only the first part of the incorporation process

Once you have completed registering a corporation or company in Alberta, there are several steps that need to be taken to properly set it up. This includes issuing shares, appointing directors and officers, creating a corporate minute book, and preparing corporate registers (among other things).

In our experience, most online incorporation websites gloss over these important steps. It's quite common for people to incorporate a business, and only find out several years later that they haven't taken the necessary steps to set it up, or maintain it correctly, leading to expensive legal fees and headaches that can be avoided.

Luckily, all of our Alberta and Federal business incorporation packages include not only the incorporation, but also the initial legal documents required to set up your corporation, and 1 year of corporate legal support allowing you to rest easy, knowing that your corporation is properly set up and maintained.