Obligations and Responsibilities After Incorporation or Registration
Once incorporated or registered, a corporation, society, non-profit company, or trade name/partnership must register certain information with Corporate Registry on a periodic basis or when a change occurs. The following legislation indicates what information that must be filed with the Registrar of Corporations.
- Business Corporations Act - applies to Alberta corporations, extra-provincial profit and non-profit organizations
- Cemetery Companies Act - applies to Alberta cemeteries registered under this Act
- Companies Act - applies to Alberta non-profit companies
- Religious Societies Land Act - applies to Alberta religious denominations or congregations
- Partnership Act - applies to Alberta trade names (sole proprietorships) and general partnerships, Alberta and extra-provincial limited partnerships and limited liability partnerships
- Societies Act - applies to Alberta societies
Most registrations for corporations, extra-provincial non-profit organizations, and trade names/partnerships can be processed by a Corporate Registry service provider. Information for Alberta non-profit companies, societies, and religious societies must be submitted directly to Corporate Registry for registration.
- Corporations, societies, non-profit companies, and limited liability partnerships must submit an annual return (report) each year.
- This document contains information about shareholders, or officers and directors, or representative partners.
- Societies and public non-profit companies must also provide financial information.
- If the annual return or report is not filed, the organization will eventually be legally dissolved or its registration will be cancelled.
- Alberta corporations must provide updates within 15 days when the corporation changes its registered office, mailing address, or directors.
- Extra-provincial corporations must submit updates within 30 days when there is a change of attorney, head office, or directors.
- Trade names must be updated within 30 days when there is a change to the declarant's name or address.
- Partnership updates (name of partnership, partner change, partner address change, change to limited partnership agreement) must also be submitted within 30 days.
- Society and non-profit address changes are to be submitted within 15 days of the change. The same practice applies for changes to non-profit company directors.
- An Alberta corporation may amend its name and any of its articles or structure information, such as share capital, restrictions on share transfers, etc.
- Alberta corporations may also continue out of Alberta and become registered/incorporated in a new jurisdiction, provide the laws of that jurisdiction permit continuance.
- Two or more Alberta corporations may amalgamate and continue as one corporation. Alberta corporations may also amalgamate with corporations from other jurisdictions, provided the laws of that jurisdiction permit cross-border amalgamation, and provided that the new amalgamated corporation will be an Alberta corporation.
- An extra-provincial corporation must notify Alberta, through an authorized service provider, when it changes its name, home jurisdiction, or structure and when it takes part in an amalgamation in its home jurisdiction.
- Society amendments, such as name, objective, or bylaw changes do not take effect until the prescribed information is filed with Corporate Registry.
- The same principle applies to non-profit company amendments, such as name change, capital amendments, and change to the memorandum or articles, and to changes of constitution or bylaws of religious societies.
- Effective September 22, 2014, a non-profit organization may apply to continue into Alberta and become an Alberta society. Likewise, an Alberta society may continue into another jurisdiction, if authorized by the appropriate law.