Exam Review Questions

Question 1

Only the shareholders of an Alberta Corporation can vote to dissolve the corporation.

Answer 1

False: directors can vote to dissolve a corporation if there are no issued shares, property, or outstanding liabilities.

Question 2

A Corporation may be sued after it is dissolved.

Answer 2

True.

Question 3

Only those shareholders holding voting shares for an Alberta Corporation are entitled to consent to the appointment of an auditor for a corporation.

Answer 3

True.

Question 4

A NUANS name search for the name of an extra-provincial corporation is always required when registering an assumed name.

Answer 4

True.

Question 5

An extra-provincial corporation does not have to registered under the Business Corporations Act prior to commencing business in Alberta.

Answer 5

True: have to register within 30 days of “carrying on business.”

Question 6

Every Alberta Corporation must file an annual return.

Answer 6

True.

Question 7

The Registrar can dissolve an Alberta Corporation after giving 90 days’ notice and publishing their intent to dissolve in the Alberta Gazette.

Answer 7

False: 120 days (4 months).

Question 8

The Registrar must give notice of their intent to dissolve to all the Corporation’s directors.

Answer 8

True: Notice of Intent to Dissolve or Strike off Notice.

Question 9

The effect of a Continuance is the same as if the corporation had been dissolved in its home jurisdiction and simultaneously reincorporated in another.

Answer 9

True.

Question 10

Articles of Continuance must be submitted with a Notice of Address and Notice of Directors.

Answer 10

True: plus a NUANS search.

Question 11

A civil action brought against a dissolved Alberta corporation must be brought within 3 years of the date of dissolution.

Answer 11

False: within 2 years.

Question 12

Any property that has not been disposed of at the date of dissolution vests in Her Majesty in right of Alberta.

Answer 12

True.

Question 13

Changing a registered office only requires a Notice of Change of Address form be filed on CORES.

Answer 13

True: resolutions are never filed on CORES.

Question 14

Jimmy’s Donair is a corporation incorporated in Ontario. You have been instructed to register the corporation in Alberta.
What documents will you file?

Answer 14

1) Statement of Extra-Provincial Registration.
2) Notice of Attorney for Service.
3) Notice of Assumed Name (if applicable).

Question 15

Manitoba Ironworks Ltd. is a corporation incorporated in Manitoba. The company officers are thinking of doing business in Alberta. The company just placed an ad saying they were opening up in Alberta and listed an Alberta address for the company. The company has no employees in Alberta, no property and no physical office.
Do they need to register in Alberta as an extra-provincial corporation? Why? What is the proper term in the ABCA that is relevant to this question?

Answer 15

Yes, they need to register within 30 days of placing the ad because they are ‘carrying on business’ by advertising in Alberta and have an Alberta address listed for the company.

Question 16

When can a directors’ resolution dissolve a corporation?

Answer 16

Only if the corporation has not issued any shares, owns any property (or assets), or has any liabilities, and only if all of the directors approve.

Question 17

Beecher’s Cosmetics Ltd. wishes to dissolve its business. They own a building in Calgary and owe their creditors $300,000. The shareholders have asked you to draft the documentation necessary to dissolve the corporation.
You would prepare the Articles of Dissolution but only after confirming what with the directors? What do you need to prepare in addition to the Articles Form?

Answer 17

They must liquidate all of their assets and deal with all of their debt before being able to actually file the Articles of Dissolution, only after the directors have confirmed that all of this has been completed can a corporation dissolve by filing a Statement of Revocation of Intent to Dissolve.
In addition to the Articles of Dissolution, a resolution to dissolve must be prepared.

Question 18

When is a Statutory Declaration required by the Registrar? Who should swear the Declaration?

Answer 18

When an error is made on the Notice of Directors / Notice of Change of Directors form.
The person who signed the initial Notice should swear the declaration, if they are not available any director or officer can swear the declaration.

Question 19

Jake’s Amazing and Phenomenal Dry Cleaning Ltd. was incorporated in Alberta on May 5, 2013. The 2014 Annual Return for this Corporation was required to be filed on or before what date?

Answer 19

June 30, 2015

Question 20

What information must an Annual Return for an Alberta Corporation contain?

Answer 20

A one-page document filed by the company to inform the Corporate Registry that the Corporation is still ‘alive and active’ and allows Corporate Registry to update certain information.
The Return provides information regarding directors, shareholders (percentage of top 5 voting), addresses of the Corporation.

Question 21

The Container Factory Ltd. has issued both voting and non-voting shares and appointment of an auditor is to be waived, the following written resolution in lieu of holding an annual meeting should be prepared. Who has to sign it?

Answer 21

All of the voting and non-voting shareholders must sign to dispose of an auditor.

Question 22

A Disclosure of Remuneration should contain what information? Who is the Disclosure of Remuneration presented to?

Answer 22

A document to the shareholders from the directors with:
The total remuneration paid to all the directors; and
The total remuneration paid to the 5 highest officers and employees, other than the directors.

Question 23

A Resolution waiving the appointment of an auditor is only valid until when?

Answer 23

The next AGM

Question 24

What is a Certificate of Status?

Answer 24

A certificate from the Corporate Registry showing that a corporation is up to date on all their filings and annual matters in their home jurisdiction – that they are in good standing.

Question 25

How many levels of certification are there for CORES users? How do you get certified? What do you need to pass the exam?

Answer 25

3 levels of certification.

You have to pass a test and get at least 80% to be certified.

Question 26

What is a Letter of Satisfaction?

Answer 26

Export: A Letter of Satisfaction is a letter from a corporation’s home jurisdiction to a province that the corporation wishes to continue to, essentially saying they have had no problems with the corporation.
**The Letter of Satisfaction also says that the creditors and shareholders will not be adversely affected by the corporation continuing to another jurisdiction.

Import: Complying with the laws of you’re moving to, like filing the right documents. (In Alberta, to continue here you must file: Articles of Continuance, Notice of Directors, Notice of Address, and doing a NUANS Search).

Question 27

How long must the person appointed by the directors or shareholders where a company has been dissolved hold the documents and records of a dissolved corporation?

Answer 27

6 years.

Question 28

You have received instructions to dissolve a corporation. What steps must be taken by the legal assistant from beginning to end, including which documents should be prepared?

Answer 28

1) *Special resolution to be signed by at least 2/3 of the voting shareholders – if they do have liabilities, assets, etc. you need to diarize to check back);
* (Or a director’s resolution if they have no outstanding issued shares, liabilities, or property);
2) A Statement of Revocation of Intent to Dissolve;
3) Articles of Dissolution.

Question 29

In what circumstances does the Registrar require that an Amended Annual Return be filed?

Answer 29

If a mistake has been made on an Annual Return that has already been filed.

Question 30

Name the government publication that lists all corporations that have been dissolved in Alberta.

Answer 30

Alberta Gazette (Queen’s Printer) comes up monthly lists:

1) Intent to dissolve
2) Cancelled Extra-Provincial registrations
3) Recently dissolved corporations.

Question 31

Wanda’s Wicked Costumes Inc. was dissolved on June 5. 2000. Can a Statement of Claim be served on the Corporation today?

Answer 31

No – 2 years maximum.

Question 32

Who are ‘interested parties’ that may be listed on Articles of Revival?

Answer 32

Creditors, directors, officers, employees, shareholders, pretty much anyone who had a direct relationship with the corporation before its dissolution.

Question 33

What problems can arise if a Legal Assistant fails to proof read precedents or templates when preparing corporate documents? Or when filing information on CORES?

Answer 33

All kinds of things can go wrong – lawsuits, etc.

Corporation could only be involuntarily dissolved if filings had not been filed.