- Incorporation vs. Registration
- What does "carrying on business" mean in Alberta?
- Where do I register my extra-provincial corporation?
Your corporation was formed outside of Alberta. You wonder, "Do I have to incorporate an Alberta corporation to conduct business in Alberta?" or "Can I somehow register my existing corporation in Alberta?". You may be wondering how "registration" is different from "incorporation" when dealing with an extra-provincial corporation.
"Incorporation" creates a new legal entity, while "registration" registers the existing corporation, whether profit or non-profit, in Alberta so it can carry on operations. Once your corporation is registered, it must still be maintained in the home jurisdiction.
If you incorporate a new corporation, you will have two corporations to look after - the one formed outside Alberta and one in Alberta. If you extra-provincially register your current corporation, you will have only one corporation that is incorporated in another jurisdiction but is registered to do business in Alberta.
The Business Corporations Act states that within thirty days after the commencement of business in Alberta, every extra-provincial corporation, including federal corporations, must register in Alberta if any of the following conditions apply:
- Its name, or any name under which it carries on business, is listed in a telephone directory anywhere in Alberta
- Its name, or any name under which it carries on business, appears or is announced in any advertisement in which an address in Alberta is given for the extra-provincial corporation
- It has a resident agent, representative, warehouse, office, or place of business in Alberta
- It solicits business in Alberta
- It is the owner of an estate or has interest in land in Alberta
- It is licensed or registered, or required to be licensed or registered, under any Act of Alberta allowing it to carry on business
- It is, in respect of a public vehicle as defined in the Alberta Motor Transport Act, the holder of a certificate of registration under the Alberta Motor Vehicle Administration Act, unless it neither picks up nor delivers goods or passengers in Alberta
- It is the holder of a certificate issued by the Alberta Motor Transport Board, unless it neither picks up nor delivers goods or passengers in Alberta
- It otherwise carries on business in Alberta
If your extra-provincial corporation does any of these activities, it must be registered in Alberta. If you are not sure that your corporation's activities fall into one of these areas, consult a legal professional authorized to practice law in Alberta.
Once you’ve determined that your corporation must be extra-provincially registered, the next step is to find out if your corporation’s name is available for use in Alberta. An extra-provincial corporation registers using its name from the home jurisdiction. The only way to find out if the corporation’s name is available in Alberta is to obtain a NUANS Report (Alberta Name Reservation Report).
The NUANS Report must be less than 91 days old and must contain all 6 pages. Either the original or a carbon copy is acceptable. This requirement is not applicable to Federal (Canada) corporations.Alternative Name
If the name registered in the home jurisdiction is not available in Alberta, or is very similar to an existing name found on the NUANS Report, the extra-provincial corporation may register with an assumed name. You will have to obtain a NUANS Report for the assumed name, unless you use a numbered version of your home jurisdiction name.
For example, "123456 Ontario Ltd." could be used as an assumed name, if the numbers "123456" are from your corporate access number in the home jurisdiction, and the home jurisdiction name itself and the required legal element are included. Your authorized service provider will be able to help you register this assumed name.Attorney
You will also be asked to appoint an attorney for service. This is a person who represents your corporation in Alberta. This person does not have to be an attorney and may be, for example, the Alberta manager of the extra-provincial corporation, or an accountant.Documentation
Finally, you will be required to submit copies of your charter documents from the home jurisdiction. These are copies of documents that were given to you when this corporation was formed. These documents must be certified to be true copies by a company official, a notary public under seal, or a government official.
These documents include:
- A statute, ordinance, or other law incorporating an extra-provincial corporation, as amended from time to time
- Letters patent of incorporation and any letters patent supplementary to them
- A memorandum of association, as amended from time to time
- Any other instrument of incorporation, as amended from time to time
- Any certificate, licence, or other instrument evidencing incorporation
- All amendments
These documents do not include:
- Articles of Association
- Regulations relating to the management and affairs of the corporation
- Internal regulations
If your corporation was formed outside of Canada and these documents are in a foreign language (i.e. not English or French), you will need an English translation of the charter, certified by a company official or notary public.
Once all of the required information and documents have been collected, they must be submitted to an authorized service provider. The authorized service provider will examine these documents, and if everything is in order, a Certificate of Registration will be produced for you.