Module 7: Annual Corporate Business Matters

Question 1

According to which Statute must corporations perform the following 2 actions every year:

Answer 1

Business Corporations Act

Annual Returns & Annual General Meetings

Question 2

Who attends an AGM?

Answer 2

Directors
Shareholders
Auditor

Question 3

What do they do at an AGM?

Answer 3

Conduct routine business and sometimes special business

Question 4

What is the 18/15 rule?

Answer 4

That a corporation must conduct an AGM within the first 18 months of initial incorporation or amalgamation and every 15 months thereafter

Question 5

Which are the 4 most commonly conducted routine business?

Answer 5

1) Financial Statements
2) Fixing the number of directors for the following year
3) Election of the directors; and
4) Reappointment of serving auditor

Question 6

What is an example of special business?

Answer 6

Selling (or replacing) property of the corporation, or any special resolutions to be voted on

Question 7

What are the 5 steps for holding an AGM?

Answer 7

1) Directors hold a meeting and approve financial statements and pick date for AGM
2) Prepare a Notice of Annual Meeting
3) If there is ‘special business’ to be taken care of, explain what it is so the shareholder knows and if any special resolutions are proposed, prepare a sample text of the that resolution
4) Prepare a Proxy
5) Prepare a letter to each shareholder including date, time and place of the meeting (Notice of Annual Meeting, Copy of Financial Statements, Proxy)

Question 8

What is the 21/50 rule?

Answer 8

The Notice of Annual Meeting must be sent:

• not less than 21 days prior to the meeting
• and not more than 50 days prior to the meeting

Question 9

What is disclosure of remuneration?

Answer 9

Directors must also produce a document to the shareholders showing:

• 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 10

What type of corporation is the only type able to dispose of an auditor?

Answer 10

Non-distributing, private, closely-held

Question 11

How long does the waiving of an auditor last, and who must approve of this resolution?

Answer 11

Non-voting and voting shareholders must vote to waive an auditor until the following AGM

Question 12

How long must you diarize for to receive the Minutes from the AGM?

Answer 12

Diarize for 30 days, make sure the Minutes are signed by a director before filing them in the Minute Book

Question 13

What is the process to have resolutions in lieu of the AGM, and who decides this? What are the 4 (or 5 for non-distributing corps.) Legal Assistant tasks?

Answer 13

Shareholders can decide not to have a meeting. Resolutions then are effective when signed by ALL shareholders entitled to vote.

Legal Assistant tasks:

1) Resolution of Directors approving financial statements
2) Annual Resolutions of Shareholders
* *3) Resolution for ALL shareholders to sign waiving auditor
4) Resolution of Directors appointing Officers
5) Disclosure of Remuneration

Question 14

What 3 things do you need from the corporation after the meeting to file the Annual Return?

Answer 14

1) Resolutions passed
2) Business transacted
3) List of who attended

Question 15

What newspaper will the corporate registry put your corporation in and in what 3 circumstances?

Answer 15

Alberta Gazette by the Queen’s Printer.

1) Intent to dissolve the corporation
2) Recently dissolved
3) Cancellation of Extra-Provincial Registration of a corp

Question 16

In what time frame must you FILE your Annual Return?

Answer 16

By the end of the month following the anniversary month

ex. if incorporated November 3rd, your filing deadline would be December 31

Question 17

What time frame must the Annual Return consist of?

Answer 17

If first Annual Return: from the date of incorporation to the end of the anniversary month the following year
(if incorporated November 3rd, 2016, it must consist from November 3rd, 2016 - November 30, 2017)

If not first Annual Return: from the first day of the month following anniversary month to the last day of the month following the anniversary month
(if incorporated November 3rd. After initial Annual Return it would consist of December 1, 2018 - November 30, 2019)

Question 18

What is an Annual Return?

Answer 18

A one page document filed by the company to inform Corporate Registry that the Corporation is still ‘alive and active’ and allows Corporate Registry to update certain information. This results in a Certificate of Status when filed, stating the corporation is in ‘good standing.’
The Return provides information regarding directors/voting shareholders/address of the Corporation.

Question 19

What are the 5 procedures for the Legal Assistant after filing the Annual Return?

Answer 19

1) Ensure all the items have been completed and signed
2) Enter required information on CORES
3) Print Confirmation Report and Proof of Filing
4) Insert Resolutions and Disclosure in Minute Book
5) Insert Annual Return in Minute Book with Proof of Filing under tab marked ‘Annual Returns’

Question 20

What happens if a corporation does not file an Annual Return? What does the Corporate Registry send to the directors? How long do they have before they are involuntarily dissolved?

Answer 20

For the first one missed, the Registry will give you notice on the next Return.

Eventually if none are filed, Corporate Registry sends out a Notice of Intent to Dissolve or a Strike off Notice

From that date, the Registry will give 4 months before actually striking off the company by issuing them a Certificate of Dissolution

Question 21

What happens if you make a mistake on an Annual Return?

Answer 21

You have to file an Amended Annual Return (Item 5 on the return allows you to indicate if the return is an amended one or not)

Question 22

What is a Statutory Declaration?

Answer 22

A declaration that someone makes under oath if they make a mistake on the Notice of Directors/Notice of Change of Directors form. No other amended forms are required, only a Stat Dec

Question 23

Who must a Statutory Declaration be sworn by? What must be attached to it after the Proof Filing has been printed?

Answer 23

By the person who signed the Notice originally. If that is not possible, the law says any director or officer can swear the Declaration. A microfilm bar code must be attached to it.

Question 24

Who will the registry send the Annual Return to for Extra-Provincial corporations?

Answer 24

Extra Provincial Corps must file Annual Returns. The Registry will send the Return to the registered Attorney for the extra provincial corporation.

Question 25

What is the anniversary month for Extra-Provincial Corporations? What must the Annual Return also state?

Answer 25

The date of extra-provincial registration, and it must also state the name and address of the corporations registered attorney in that province