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Named Corporations


corporate

Named Corporations

The hallmark of a corporation is the ‘limited liability’ protection that it offers to its shareholders and directors. The corporation is a separate legal entity which can contract in its own name, without liability on the part of the owners or managers of the corporation. Click: “Incorporation”.

When considering a name for your corporation you should always seek professional and business advice.

The basic information required for New Urban Registry to incorporate your company is as follows and can be filled out in our on-line forms which can be faxed or emailed to New Urban Registry (click: Forms Note: Rush fees may apply):

A Business (Corporate) Name

      The rule is that a corporate name must include three parts; namely, a distinctive element (to distinguish it from other names), a descriptive element (to describe generally the business or service that the corporation is engaged in), and the legal element (the words “Corporation” or “Limited”, or their abbreviations “Corp.” or “Ltd.” which indicates that the entity is a corporation rather than a sole proprietorship or partnership. Example: “John Doe Plumbing & Heating Ltd.” contains the distinctive element “John Doe”, the descriptive element “Plumbing & Heating” and the legal element Ltd.

 

If the proposed name is not already in use by another corporation, it may be used as your corporate name. A name search is necessary. (Click: NUANS Reports”) It will reveal similar business names in use in Alberta. You should avoid assuming a name that is similar to others in use, or which may be misleading or confusing.

Directors information

      The Directors are the operating minds of the corporation. The public must be able to search to find who the Directors are and whether they are actively engaged in the management of the business. At least 25% of the Directors must be Canadian residents.

Registered Address (Address for Service)

      A registered address is a physical address where the corporation may be served with legal process. The ‘Registered Address” does not need to be the premises from which the corporation conducts its business, but it can be. This address may also be where the corporation keeps its minute book, separate and apart from other business records.

Records Address (Business address)

      The records address is physical address where the records of the corporation are kept and may be inspected by the appropriate persons. Typically this is the address from which the corporate conducts its business, and may or may not also be the registered address.

Contact information for incorporator(s)

      We need to know who has been authorized to set up the corporation and how to get a hold of them. Often this will be a lawyer or accountant or a person who will be designated as a director of the corporation. You should register the names and respective ownership of the shareholders within 12 months of incorporation.

 

      Changes in address or changes in shareholders and directors should be registered as they occur.

 

Share Structure:

You will need to provide New Urban Registry with Articles of Incorporation, which among other things sets out the number and class of shares that the corporation is authorized to issue. You should seek legal or accounting advice in preparing your articles. For general or standard articles, please visit Masuch Albert LLP.

Minute Books:

It is prudent from the outset to prepare a minute book for your corporation to record all corporate documentation, as well as the minutes of all meetings of the shareholders and directors.

Annual Returns:

The corporation is required to file an annual return to update the addresses and the names of directors and shareholders. Failure to do so may result in the corporation being struck from the corporate registry by the Government of Alberta.

Business Number and GST Registration:

New Urban Registry can assist in registering your corporation for GST and other requirements. You can register yourself with the Government of Canada at the Harry Hayes Building (220-4th Avenue N.E., Calgary, Alberta), or through the Government of Canada website.