Incorporations

A corporation, also known as a Limited Company, is a legal entity
which is separate and distinct from its members (shareholders).
Each shareholder has limited liability. A creditor with a claim against
the assets of the company would normally have no rights against
its shareholders, although in certain circumstances shareholders may
be held liable. It is recommended that legal advice be sought. This
type of business can be incorporated at either the federal or
provincial level.

Ownership interests in a corporation are usually easily changed.
Shares may be transferred without affecting the corporations
existence or continued operation.

The following characteristics distinguish it from a partnership or proprietorship:

Limited liability - normally no member can be held personally liable
for the debts, obligations or acts of the corporation beyond the
amount of share capital the members has subscribed; and

Perpetual succession - because the corporation is a separate legal
entity, its existence does not depend on the continued membership
of any of its members.

Please click here for registration forms for an Incorporation of
a business. After filling out this form, our friendly staff can assist you
in registering your new partnership.

Incorporation of an Alberta Corporation Pamphlet

Incorporation of Alberta Corporations:

Once you have downloaded the forms for Incorporating your
business, a guide has been provided below to assist you in the
registration process. This guide provided by Southland Registrations
is for you convenience. It is not intended to replace the Business
Corporations Act nor is it meant to be an interpretation of this
legislation.

How to Incorporate:

1.  Choose a name for your corporation. Once you have decided to
     incorporate, the first step is to choose a suitable name for your
     new corporation. Once you have chosen a name for you
     corporation you must obtain a Alberta Search Report (NUANS)
     to determine the availability of your proposed name. This search
     will determine if there are any other corporations with the same
     or similar name.

     The decision is yours wheather or not you can use the name you
     have chosen. To make this decision you should review the Alberta
     Search Report and Regulations to the Business Corporations Act.
     The original Alberta Search Report (NUANS) must be submitted for
     registration, along with incorporation documents within 90 days
     of the date the name was proposed.

     Numbered Companies
     If you choose to incorporate a numbered corporation, an Alberta
     Search report is not required. In item 1 of Forms 1, 3, and 6 the
     name should appear as ______ Alberta and your choice of legal
     element: Ltd., Limited., Corp., Corporation., Inc., or Incorporated.

     Example: ( ______ Alberta Ltd.) The number will be assigned at
      time of registration.

2.  File the following with Southland Registrations Ltd.:

     a) Articles of Incorporation

     b) Notice of Address

     c) Notice of Directors

     d) An original Alberta Search Report, less 91 days old, for the
         name appearing on the Articles.

     A - Articles of Incorporation       (Under Step Two - To file for incorporation)

     Note: Any portion of the Articles of Incorporation that has more
     than 200 characters must be provided to Southland Registrations
     on a 3 ½ inch diskette.

   I - Name of Corporation - The name must be identical to the name
      on the Alberta Search Report and must be uniform throughout
      the Incorporating documents.

   II - Classes and Shares - The classes and any Maximum Number of
       Shares That the Corporation is Authorized to Issue

       Only “no par value” shares can be issued under the Business
       Corporations Act. However, the incorporator may authorize
       different classes of shares. If different classes of shares are
       authorized, the privileges rights, restrictions and conditions
       attached to each class of shares must be stated, Further, the
       right to vote, the right to receive dividends, and the right to
       share the remaining property of the company on winding up,
       must be attached to one or more classes of shares, although
       they need not be attached to the same class. If only one class
       of shares is authorized then it is assumed they carry all the
       above rights.

   III - Restrictions on Shares Transfer - Any Restrictions on the transfer
       of shares must be stated. If there are no restrictions, “N/A” or
       “NONE” must be filled in

   IV - Minimum and Maximum Number of Directors - A corporation may
       choose to have a specific number of directors (e.g. two directors)
       OR it may choose to have a range of directors (e.g. not less than
       one and not more than seven). If a range of directors is
       designated, ensure that both the minimum number of directors
       and the maximum number are stated. A Corporation which
       distributes shares to the public, and has more than 15
       shareholders must have at least three directors.

   V - Business Restrictions - If the Corporation is Restricted From
       Carring on a Certain Business, or Restricted to Carrying on a
       Certain Business, Specify the Restriction(s). If restrictions are to
       be placed on the business, a corporation may carry on, name
       the restrictions. If there are no restrictions, “N/A” or “NONE”
       must be filled in.

   VI - Other Provisions - Any other provisions that you wish to include
       and that are permitted by the Act should be stated here. If there
       are no other provisions, write “N/A” or “NONE”. If you wish to
       include any provisions permitted by the Act, please specify them.

       Note on provisions: The Business Corporations act does not
       define “Private Company” as the Securities Act and Companies
       Act do. As a result, some small corporations under the business
       Corporations Act must also file under the Securities Act. You can
       avoid potential problems by including in the “Other Provisions”
       sections of the downloaded forms “Private Company” provisions
       that are defined under the Securities act. If these three provisions
       apply to your corporation, write them in:

      •  the right to transfer the corporation's shares is restricted

      •  if you include this provision, make clear in item 3 of the
          form how the transfer will be restricted.

      •  The number of shareholders is to be no more that fifty:
           -not including persons employed by the corporation, and
           -not including persons
             a) who were once employed by the corporation, and
             b) who held shares in it when they were employed by it, and
             c) who still hold shares in the corporation even though they
                 are no longer employed by it

          Two or more shareholders who are joint registered owners of
          any number of shares are counted as one shareholder.

      •  the public cannot be invited to subscribe to the corporation's
          securities.

   VII - Date and Identification - The Articles must be Dated and
       Identification provided by the Incorporator(s). The Incorporator's
       address, including postal code, and identification must be
       completed in the appropriate space.

     B - Notice of Address      (Under Step Two - To file for incorporation)

       Every corporation must have a Registred Office within Alberta,
       which is a place for service by delivery and must be accessible
       to the public during normal business hours. A rural route number
       or a post office box is not acceptable, as these do not identify
       the location of the Registred Office. If no street address is
       available, a legal land description is acceptable, provided that
       an Address for Service by Mail is completed with a post office box
       or rural route number.

       If the Corporation's records are to be kept at a location which
       differs from its Registred Office, this address should be set out.
       A post office box or rural route number are not acceptable for
       the Records Office.

       If the Registered Office address is not a mailing address,
       and address for service by mail must be set out here
       (Rural Route or Box number ONLY)

       Please note: The Registered Office, Records Address, and
       Mailing Address MUST be in Alberta.

     C - Notice of Directors      (Under Step Two - To file for incorporation)

       Director(s) at Present - The Directors' full names, complete
       addresses, including postal codes, and a statement as to
       whether or not they are a resident Canadians must be set out.

       Resident Canadians - At least one half of the Directors of an
       Alberta Corporation must be resident Canadians

       Please Note: Corporations cannot be Directors.

Continuous Filing:

On the anniversary of incorporation, each corporation must file
an Annual Return. A pre-printed form will be mailed to the
corporations Registered Office or mailing address the month prior
to its anniversary month by the government. If you fail to file this
form, your corporation may be dissolved.

Within 15 days of a change of the following, you must file a notice
with a Registry office using the following forms:

Change of Registered Office Address

Appointment / Change of Directors

A copy of the Business Corporations Act and Regulations may be
obtained from:

Queen's Printer Bookstore

Main Floor, McDougall Centre

455 6 th st S.W.

Calgary Alberta T2P 4E8

Or at http://www.gov.ab.ca/qp