Corporate Questions


corporate
For more legal help, please visit Masuch Albert LLP

Corporations – Questions & Answers

1. I have a very small business. Should I form a corporation or should I register a trade name?

We suggest that you seek legal advice if you are not sure if you should have a trade name or a corporation. A lawyer will help you decide which is best for your business. It is very important for you to know your legal rights and liabilities. Our staff can’t give legal advice.

2. What’s the difference between a trade name (sole proprietorship) and a corporation?

Trade names are business names registered to an individual or a corporation. You must register a trade name through an authorized service provider if you or your business:

  • Is engaged in business for trading, manufacturing, contracting or mining purposes
  • Is not associated in partnership with any other person or persons
  • Uses as his business name some name or designation other than his own
  • Uses his own name with the addition of “and company” or some other word or phrase indicating a plurality of members in the firm

A corporation is a distinct legal entity apart from the owners (shareholders). A corporation has the capacity, and, subject to the Business Corporations Act, the rights, power and privileges of a natural person. No member of the corporation can be held personally liable for the debts, obligations or acts of the corporation. A shareholder is only liable for the unpaid portion of shares owed. There may be certain tax advantages with incorporation.

A corporation has the capacity to carry on its business, conduct its affairs and exercise its powers in any jurisdiction outside Alberta to the extent that the laws of that jurisdiction permit.

This document may provide more insight.

3. If I register a trade name, can anybody else use that name?

The same trade name can be used by many people. Registering the name in Alberta does not mean that you own that name. You could have legal problems if you use a name that is the same, or nearly the same, as an existing trade name, partnership name, corporation name, or trade mark. Choose your trade name carefully.

We recommend you get an Alberta Business Name Report (also known as NUANS report) to see if the name is already in use. You can get a name search report from a search house. The search house will charge a fee for the name search report. Your trade name cannot contain: “Limited”, “Incorporated”, “Corporation”, or “Limited Partnership”, or any version of these words.

4. Is there any government office that can give me information about starting a small business?

You can get information on starting a small business by calling The Business Link Business Service Centre (external site) at 1-800-272-9675. The Business Link is a not-for-profit organization, funded by the Government of Alberta and the Government of Canada.

The federal Business Development Bank 780-495-2277 also offers advice to small businesses. A corporation has the capacity to carry on its business, conduct its affairs and exercise its powers in any jurisdiction outside Alberta to the extent that the laws of that jurisdiction permit. A corporation has the capacity, and, subject to the Business Corporations Act, the rights, powers and privileges of a natural person.

No member of the corporation can be held personally liable for the debts, obligations or acts of the corporation. A shareholder is only liable for the unpaid portion of shares owned. There may be certain tax advantages with incorporation. A corporation has the capacity to carry on it’s business, conduct its affairs and exercise its powers in any jurisdiction outside Alberta to the extent that the laws of that jurisdiction permit.

5. What is a corporate annual return? Does it have anything to do with taxes?

An annual return is information that the corporation must file for the year ending on the anniversary date of its incorporation or registration, or otherwise coming under the authority of the Business Corporations Act.

A corporate annual return details:

  • The corporate access number and the name of the corporation
  • The corporation address
  • The applicable period the report applies to
  • Whether changes have been made to the directors
  • A list of shareholders, their addresses, and what percentage of voting shares they hold

Corporate Registry Annual Return has nothing to do with taxes. Contact Corporate Tax within the federal government or Alberta Corporate Tax at Alberta Finance for more information on filing a corporate tax return.

6. How long do I have to file an annual return?

An annual return is due no later than the last day of the month following the anniversary month. For example, if the corporation was incorporated in June 2014, its annual return would be due no later than July 31, 2015 and all years ending July 31 thereafter.

7. What will happen if I do not file my annual return?

Your corporation will eventually be struck from the register. For example, if the annual return was due June 2014 and it is not filed with the Registrar, the corporation would be struck off the register December 2, 2015.

8. How do I register to become a charitable organization?

Registration of charitable organizations in Alberta is governed by the Charitable Fund-Raising Act. It lays out rules that must be followed when asking for contributions from Albertan’s. If your organization is soliciting contributions for a charitable purpose, you may be required to register with Service Alberta. For more information please contact the Consumer Division.

Charitable status for tax purposes is granted by the federal government. Call Revenue Canada – Charities Division Ottawa at 1-800-267-2384.

9. How do I find the “status” of a corporation?

Contact a Registry Agent to have a search conducted for a fee.

10. What is the difference between an incorporated name search and a business name search?

The incorporated name search is reserved for 90 days for the exclusive use of the person requesting it. The business name search looks at similar names but the name being searched is not reserved.