Module 3 - Alberta Corporations Flashcards
What is the ABCA?
Alberta Business Corporations Act
What does the ABCA do?
Governs all Alberta corporations which do business for profit
What is the capacity of a corporation?
Corporations have same rights and abilities as a natural person
What are the necessary documents to file for Incorporation?
- Articles of Incorporation
- Notice of Address
- Notice of Directors
What is an “incorporator”
The person who incorporates a company
Where do incorporators file?
At the Corporate Registry
What is given after a company is incorporated?
Certificate of Incorporation
When does a company come into existence?
The date shown on the Certificate of Incorporation
Corporate Access Numbers in Alberta begin with what number?
20
What are the steps to incorporate a business?
- Input data into CORES
- Print Confirmation Report, check for accuracy
- Print Certificate of Incorporation
- Print Articles of Incorporation and electronic attachments
- Print Registration Statement
What is the difference on forms when incorporating a numbered corporation?
Leave the name blank
Does a numbered corporation need a NUANS search?
No, it doesn’t
Who assigns the number to a numbered corporation?
The Registrar assigns the number upon incorporation
What are the requirements when naming a corporation?
- Must be a Numbered name or a Named name
- Distinctive (not similar to another), Descriptive (people can guess what it does), includes Legal Element (Inc., Ltd., Corp.)
- Not identical to another
- Not an offensive/immoral name
When can an identical name be used?
- Other corporation has stopped using it
- Consent from other corporation in writing
- Other corporation has been dissolved 6+ years
When can similar names be used?
- Other company consents
- Other company has been dissolved 3+ years
What does NUANS do?
National database that searches each jurisdiction
What does CORES do?
Provides detailed information on existing entities
What document proves a corporation is still valid and subsisting?
Certificate of Status
What do federal corporate searches do?
Provide information about federally incorporated companies
How many directors in a private company?
1 or more
How many directors in a public company?
3 or more
Who chooses directors?
Shareholders
Who chooses officers?
Directors
Who makes high level business decisions?
Directors
Who makes day-to-day business decisions?
Officers
Which act sets out laws regarding acting as a director of corporation?
ABCA
What form do directors sign upon becoming a director?
Consent form
Where does the director consent form go after signing?
Into the corporation’s minute book
Who is disqualified from being a director?
Under 18 years old
Dependent adult
Mental Health Act patient
Of unsound mind
A corporation
Bankrupt
What percentage of directors must be Canadian residents?
1/4
