Answers to some frequently asked questions.
Normally an Alberta corporation can be registered within 1 business day.
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.
Each year after registration of a corporation, it is required to file an annual return with the applicable corporate registry office.
If a corporation fails to file its corporate annual return when due, it will eventually be struck. Meaning 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. You'll also need to properly set up your corporation by appointing directors and officers, issuing shares, and preparing various organizational documents. Failure to take these steps can lead to significant problems and expenses down the road.
Unlike most other incorporation websites, all of our incorporation packages include 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 critically important to setting up your business correctly.
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 do it correctly the first time, instead of hiring one to fix things in the future.
After your corporation is registered, it is required to let the applicable corporate registries office know when there have been changes to:
- the corporation's registered office, records address, or mailing address;
- the names, addresses, appointment and resignation dates for all directors of the corporation; and
- the names, addresses and percentage of shares held by each shareholder of the corporation.
Where our legal support subscriptions include corporate updates, this includes completing the applicable government filing. It does not include the government fee, if any or the creation of deal-related documents. In most cases there is no government fee for this type of change.
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.
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.
All Legal Support Service subscriptions automatically renew after 1 year on a month to month basis to ensure that your corporation is properly maintained. You can also choose to pay yearly at a discounted rate.
You'll be contacted prior to the renewal date to confirm corporate details to be used for filing your corporate annual return and to remind you of the upcoming subscription renewal.
You may cancel your subscription at any time from within the corporate records portal.
Every corporation is required to have both 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.
A Clarity Session is a legal consultation with an Alberta business lawyer of up to 30 minutes to discuss business-related legal issues.
It's intended to provide the participants with legal information required to make business decisions.
A Clarity Session can be booked directly from our corporate records portal.
More information about Clarity Sessions can be found on the website, where you can also book a consultation with an Alberta business lawyer.
A contract review session is a legal consultation of up to 30 minutes to discuss a business-related business contract.
For contract reviews included with our Legal Support subscriptions, this includes the review of a contract of up to 15 pages.
A lawyer will review your business contract prior to the meeting and then spend up to 30 minutes with you to answer your questions and discuss potential issues, risks, and recommended changes.
Click here for more information about our business contract review services.