A corporation is not a living thing, yet it is legally considered a “person” which allows it to carry on business in its own name, apart from the owners (shareholders) of the corporation.
The directors are the operating minds of the corporation. They manage its affairs. As such, they are generally not personally responsible for the fortunes of the corporation. However, they cannot simply use the corporation as a vehicle to escape personal responsibility.
The directors may be personally responsible for certain shortcomings of the corporation which ought to have been properly managed, such as payment of GST, withholding of employee taxes, and certain other obligations. Directors can also be personally responsible for actions that they should not have allowed the corporation to do. If they do so under the guise of the corporation, they may be personally liable. Accordingly, it is important to know who the directors are from time to time to determine who was responsible for the actions of the corporation. This information is required to be filed in the Corporate Registry.
You may file a ‘Notice of Change of Directors’ at New Urban Registry. The forms required to be filed are available from our website.
The shareholders are the owners of the corporation. A corporation may be owned by one or more shareholder. Their ownership is evidenced by their purchase of shares in various proportions with other shareholders.
Unless they are also directors of the corporation, shareholders are not personally liable for the corporation except to the extent of their investment. If the corporation fails in its business ventures, the shareholders may lose their investment: If the corporation succeeds, the shareholders share in the profits.
Shareholders must be distinguished from directors: The role of shareholders is to appoint directors to manage the corporation. Shareholders may not directly participate in its management. By contrast, the directors are the operating minds of the corporation, and manage its affairs.
Neither shareholders nor directors are generally personally responsible for the fortunes of the corporation. However, shareholders may also appoint themselves as directors, and the directors cannot simply use the corporation as a vehicle to escape personal responsibility. The directors may become personally responsible for certain shortcomings of the corporation which ought to have been properly managed, such as payment of GST, withholding of employee taxes, and certain other obligations. Directors can also be personally responsible for actions that they should not have allowed the corporation to do. If they do so under the guise of the corporation, they may be personally liable.
The ‘directors’ are the operating minds of the corporation. It is important to up-date the names and addresses of the directors from time to time.
It is a legal requirement of incorporation that the corporation has a place of business or place where those responsible for the corporation can be contacted. The place where the business records are located is the “Records Address”.
Address for Service (“Registered Office”)
The place where the corporation may be served for legal or other important matters is called the “Registered Office” of the corporation. The ‘Records Address’ and ‘Registered Office’ constitute important information which must be registered with the Corporate Registry.
Anyone wishing to commence a legal action against a corporation may do so by serving the appropriate documents on the corporation at its Registered Office.
Corporations which originate from outside Alberta are required to register in Alberta as an ‘Extra-Provincial’ corporation. The shareholders and directors of such corporation will probably NOT be located in Alberta. Indeed, the records of the corporation will probably be located outside Alberta in its home jurisdiction.
The law requires that an attorney be appointed to represent such corporations in Alberta. The attorney need not be a lawyer, but rather someone authorized to accept service in Alberta on behalf of the corporation. The attorney will designate an address for service or ‘Registered Office’ for the corporation in Alberta. Anyone wishing to serve the corporation for a legal matter arising in Alberta, may do so through the auspices of the corporation’s attorney in Alberta who will then pass information to the corporation in its home jurisdiction.
Whenever there is a change of attorney, someone in authority should file a Notice of Change of Attorney. You may file such notice at New Urban Registry.