BUSINESS CORPORATIONS REGULATION

Transcription

1 Province of Alberta BUSINESS CORPORATIONS ACT BUSINESS CORPORATIONS REGULATION Alberta Regulation 118/2000 With amendments up to and including Alberta Regulation 115/2017 Office Consolidation Published by Alberta Queen s Printer Alberta Queen s Printer Suite 700, Park Plaza Avenue Edmonton, AB T5K 2P7 Phone: Fax: qp@gov.ab.ca Shop on-line at

2 Copyright and Permission Statement Alberta Queen's Printer holds copyright on behalf of the Government of Alberta in right of Her Majesty the Queen for all Government of Alberta legislation. Alberta Queen's Printer permits any person to reproduce Alberta s statutes and regulations without seeking permission and without charge, provided due diligence is exercised to ensure the accuracy of the materials produced, and Crown copyright is acknowledged in the following format: Alberta Queen's Printer, 20.* *The year of first publication of the legal materials is to be completed. Note All persons making use of this consolidation are reminded that it has no legislative sanction, that amendments have been embodied for convenience of reference only. The official Statutes and Regulations should be consulted for all purposes of interpreting and applying the law.

3 (Consolidated up to 115/2017) ALBERTA REGULATION 118/2000 Business Corporations Act BUSINESS CORPORATIONS REGULATION Table of Contents Part 1 General 1 Prescribed residents 2 Name in articles 3 Interpretation 4 Similar and identical names 5 Minor differences 5.1 Identical names 6 Distinctive meaning through use 7 Family names 8 Name of amalgamated corporation 9 Additional form of name 10 Limited number of characters 11 Permitted characters in name 12 Year in name 13 Prohibited names 14 Other prohibited affiliations 15 Registrar s powers 16 Pseudonym 17 Name search reports 18 Number as name 18.1 Eligibility to make proposals 19 Securities Act forms 20 Form requirements 21 Financial statements 22 Auditor s report 23 Disclosure of remuneration 24 Annual return 25 Securities register information 25.1 Financial assistance disclosure 26 Registrar s records 27 Fee for security certificate

4 BUSINESS CORPORATIONS REGULATION AR 118/2000 Part 2 Special Rules Respecting Extra-provincial Matters Division 1 Interpretation and Designations 28 Definitions 29 Designations Division 2 Alberta Corporations 30 Registration in jurisdiction of designated extra-provincial registrar 31 Maintaining registration 32 Requests, information and documents 33 Provision of other information to designated extra-provincial registrar Division 3 Designated Extra-provincial Corporations 34 Registrations and filings of designated extra-provincial corporations 35 Registration 36 Head office 37 Attorney for service 38 Changes in name 39 Cancellation of assumed name 40 Changes in head office 40.1 Designated extra-provincial corporation continuing into a new home jurisdiction 40.2 Registered extra-provincial corporation continued into the jurisdiction of a designated extra-provincial registrar 40.3 Designated extra-provincial corporation continuing into Alberta 41 Changes in attorney for service 42 Instrument of amalgamation 43 Application to cancel registration 44 Cancellation of registration without notice 45 Cancellation of registration with notice 46 Cancellation of registration of extra-provincial corporation 47 Liability for obligations 48 Collection of information 49 Complete information required 50 Form of information 51 Certificates 52 Certificate as evidence 53 Original Alberta Search Report 2

5 Section 1 BUSINESS CORPORATIONS REGULATION AR 118/ Fee exemption 55 Application of provisions of Act Part 3 Expiry 56 Expiry Part 1 General Prescribed residents 1 The following classes of persons are prescribed for the purpose of section 1(dd)(ii) of the Act: (a) persons who are full-time employees of the Government of Canada or a province or territory of Canada, of an agency of any such government or of a federal or provincial crown corporation; (b) persons who are full-time employees of a body corporate (i) of which more than 50% of the voting shares are beneficially owned or over which control or direction is exercised by resident Canadians, or (ii) a majority of the directors of which are resident Canadians, where the principal reason for the residence of the employees outside Canada is to act as such employees; (c) persons who are full-time students at a university or other educational institution recognized by the educational authorities of a majority of the provinces of Canada, and have been resident outside Canada for less than 10 consecutive years; (d) persons who are full-time employees of an international association or organization of which Canada is a member; (e) persons who were, at the time of reaching their 60th birthday, ordinarily resident in Canada and have been resident outside Canada for less than 10 consecutive years. AR 118/2000 s1;251/2001 3

6 Section 2 BUSINESS CORPORATIONS REGULATION AR 118/2000 Name in articles 2 The name of a corporation must be set out in articles filed with the Registrar. Interpretation 3 In this section and sections 4, 5 and 5.1, (a) corporate person means a body corporate incorporated in Alberta, a registered extra-provincial corporation and a Canada corporation; (b) dissolved body corporate means a dissolved body corporate that was incorporated in Alberta; (c) a reference to the name of a registered extra-provincial corporation includes an assumed name under section 283 of the Act. AR 118/2000 s3;191/2001;251/2001 Similar and identical names 4(1) A corporation or an extra-provincial corporation registered in Alberta may not have a name that is similar to the name of a corporate person unless that person consents in writing to the use of the name in whole or in part. (2) A corporation or an extra-provincial corporation registered in Alberta may not have a name that is similar to the name of a dissolved body corporate unless the body corporate has been dissolved for a period of 3 years or more. (3) A corporation or an extra-provincial corporation registered in Alberta may not have a name that is identical to the name of a dissolved body corporate unless the body corporate has been dissolved for a period of 6 years or more. (4) No name that is identical or similar to a name that is identified in a computer printed search report as proposed may be used by a corporation or extra-provincial corporation registered in Alberta unless it is the person who first proposed the name or unless it has the consent in writing of the person who first proposed the name. (5) For the purposes of subsections (1), (2) and (4), a name is similar if it is (a) a name that would reasonably lead to the inference that the corporation or extra-provincial corporation bearing the name is or would be associated or affiliated with the corporate person, dissolved body corporate or person proposing the name if the corporation or extra-provincial 4

7 Section 5 BUSINESS CORPORATIONS REGULATION AR 118/2000 corporation and the corporate person, dissolved body corporate or person proposing the name are not or will not be associated or affiliated, or (b) a name whose similarity to the name of the corporate person or dissolved body corporate or to the proposed name would lead someone who has an interest in dealing with the corporate person, dissolved body corporate or person proposing the name to deal with the corporation or extra-provincial corporation bearing the name in the mistaken belief that he or she is dealing with the corporate person, dissolved body corporate or person proposing the name. AR 118/2000 s4;83/2005 Minor differences 5(1) A corporation and an extra-provincial corporation registered in Alberta may not have a name where the only difference from the name of a corporate person or of a dissolved body corporate is (a) the addition or deletion of punctuation marks or spaces, (b) the insertion or removal of a year in the name, (c) a difference in the legal element of the name referred to in section 10(3) of the Act or the addition or deletion of the word company or its abbreviation, (d) the substitution of a word for its abbreviation or an abbreviation for the word, (e) the substitution of a word for its homonym, (f) the addition or deletion of an article, or (g) any other change that does not produce a phonetic difference between the name and the name of the corporate person or dissolved body corporate. (1.1) Subsection (1) does not apply to the name of a dissolved body corporate if the body corporate has been dissolved for a period of 6 years or more. (2) Subsection (1)(b) to (g) as they apply to a corporate person do not apply (a) where the corporate person consents in writing and undertakes to (i) change its name, or 5

8 Section 5.1 BUSINESS CORPORATIONS REGULATION AR 118/2000 (ii) dissolve within 6 months, or (b) in the case of a corporate person that is a registered extra-provincial corporation, where the registered extra-provincial corporation undertakes to (i) cease to be registered in Alberta, or (ii) change its name in its home jurisdiction within 6 months. (3) Subsection (1)(b) to (g) as they apply to a dissolved body corporate do not apply where the dissolved body corporate has been dissolved for at least 3 years prior to the time the corporation or extra-provincial corporation has the name. AR 118/2000 s5;83/2005 Identical names 5.1(1) A corporation or extra-provincial corporation may have a name that is identical to the name of a body corporate incorporated in Alberta if (a) the body corporate has ceased to use the name, (b) the name is not a number name, (c) the body corporate and the corporation or extra-provincial corporation, as the case may be, were affiliated at the time the body corporate ceased to use the name, (d) the body corporate has consented in writing to the use of the name, and (e) the corporation or extra-provincial corporation, as the case may be, undertakes to amend all titles and public registrations in the name of the body corporate to reflect the change within 6 months. (2) A corporation or extra-provincial corporation may have a name that is identical to the name of a dissolved body corporate that has been dissolved for less than 6 years if (a) the name is not a number name, (b) the dissolved body corporate and the corporation or extra-provincial corporation, as the case may be, were affiliated at the time the dissolved body corporate was dissolved, 6

9 Section 6 BUSINESS CORPORATIONS REGULATION AR 118/2000 (c) the dissolved body corporate had consented in writing before it was dissolved to the use of the name, and (d) the corporation or extra-provincial corporation, as the case may be, undertakes to amend all titles and public registrations in the name of the dissolved body corporate to reflect the change within 6 months. (e) repealed AR 218/2005 s2. (3) If an undertaking under subsection (1)(e) or (2)(d) is not carried out, the Registrar may, by notice in writing, giving reasons, direct the corporation or extra-provincial corporation, as the case may be, to change its name to one that the Registrar approves within 90 days of the date of notice. AR 191/2001 s3;83/2005;218/2005 Distinctive meaning through use 6 No corporation may have a name that (a) is too general, (b) is only descriptive, in any language, of the quality, function or other characteristics of the goods or services in which the corporation deals or intends to deal, (c) is primarily or only the name or surname of an individual who is living or has died within 30 years preceding the date of filing the articles, or (d) consists primarily or only of a geographic name, unless the name has through use acquired a meaning that renders the name distinctive. Family names 7(1) No corporation may have a name that contains a word or expression, an element of which is the family name of an individual, whether or not the word or expression is preceded by the individual s given name or initials, unless the individual or the individual s heir, executor, administrator, assigns or guardian consents in writing to the use of the individual s name. (2) Subsection (1) does not apply where the corporation that will have the name is the successor or affiliate of a corporation using the family name as an element in its corporate name, and that corporation consents in writing to the use of the name by the successor or affiliate corporation. 7

10 Section 8 BUSINESS CORPORATIONS REGULATION AR 118/2000 Name of amalgamated corporation 8 When 2 or more corporations amalgamate, the name of the amalgamated corporation may be identical to the name of one of the amalgamating corporations if the name is not a number name. Additional form of name 9(1) An additional form of name used pursuant to section 10(6) of the Act must be a direct translation of the corporate name. (2) Notwithstanding subsection (1), changes may be made to the additional form of name to ensure that it is idiomatically correct. Limited number of characters 10 No corporation may have a name that exceeds 200 characters in length, including punctuation marks and spaces. Permitted characters in name 11(1) The name of a corporation and extra-provincial corporation registered in Alberta may contain only the following: (a) letters of the alphabet of the English language; (b) arabic numerals; (c) the following punctuation or other marks: (i)! (ii) (iii) # (iv) $ (v) % (vi) & (vii) (viii) ( ) (ix) * (x) + (xi), (xii). 8

11 Section 12 BUSINESS CORPORATIONS REGULATION AR 118/2000 (xiii) - (xiv) / (xv) : (xvi) ; (xvii) > (xviii) < (xix) = (xx) [ ] (xxi) (xxii)? (d) any combination of letters, numerals and marks referred to in clauses (a), (b) and (c). (2) The first character of the name of a corporation or of an extra-provincial corporation registered in Alberta must be an arabic numeral or an alphabetic letter of the English language. (3) No corporation or extra-provincial corporation registered in Alberta may have a name that consists primarily of a combination of punctuation marks or other marks. Year in name 12 No corporation may have a name that contains a year in parenthesis unless the corporation is a successor corporation and the year is the year in which it became a successor corporation. Prohibited names 13(1) No corporation or extra-provincial corporation registered in Alberta may have a name that contains either of the following: (a) a word or expression in any language, that is obscene or connotes a business that is scandalous, obscene or immoral or that is otherwise objectionable on public grounds; (b) a number or word that might lead to the inference that the name is a number name, unless the name is a number name. 9

12 Section 14 BUSINESS CORPORATIONS REGULATION AR 118/2000 (2) No corporation may have a name that contains a word or expression that might lead to the inference that the corporation is not a corporation to which the Act applies. Other prohibited affiliations 14(1) No corporation may have a name that indicates that the corporation (a) carries on business under royal, vice-regal or governmental patronage, approval or authority unless the appropriate government department or agency consents in writing to the name, (b) is sponsored or controlled by or is affiliated with (i) the Government of Canada, (ii) the government of a province or territory, or (iii) the government of a subdivision of a country other than Canada, or a political subdivision or agency of any such government, unless the appropriate government, political subdivision or agency consents in writing to the use of the name, (c) is sponsored or controlled by a university, college or technical institute or a professional or other occupational association that is regulated by provincial or federal legislation, unless the university, college, technical institute or professional or occupational association consents in writing to the use of the name, or (d) carries on the business of a bank, loan corporation, insurance corporation, trust corporation, financial intermediary, stock exchange or other financial institution that is regulated by provincial or federal legislation, unless the appropriate government department or agency consents in writing to the use of the name. (2) No corporation or extra-provincial corporation registered in Alberta may have a name (a) that indicates that the corporation or extra-provincial corporation is associated with (i) the Alberta Heritage Savings Trust Fund, 10

13 Section 15 BUSINESS CORPORATIONS REGULATION AR 118/2000 or (ii) the operation of Nakiska Ski Area, unless it has the written consent of the Minister of Tourism, Parks and Recreation, or (iii) the Olympic Games or its organizing committee, unless it has the written consent of the Canadian Olympic Association, (b) that includes the word Kananaskis and indicates that the corporation or extra-provincial corporation is associated with land of the Crown in right of Alberta or the administration of land of the Crown in right of Alberta, unless it has the written consent of the Minister of Environment and Sustainable Resource Development. AR 118/2000 s14;206/2001;35/2007;68/2008;31/2012; 170/2012 Registrar s powers 15 In determining whether a name contravenes the Act or this Regulation, the Registrar may, without limitation, consider the following: (a) the distinctiveness of the name or any element of it and the extent to which the name has become known; (b) the length of time the name has been in use; (c) the nature of the business carried on under or associated with the name, including the likelihood of any competition among businesses using such a name; (d) the nature of the trade with which a name is associated, including the nature of the goods or services and the means by which they are offered or distributed; (e) the degree of similarity between the name and another name in appearance or sound; (f) the geographic area in Alberta in which the name is likely to be used. Pseudonym 16 An extra-provincial corporation may not be registered with a name or carry on business within Alberta under an assumed name under section 283 of the Act (a) if the name contains the word Alberta, or 11

14 Section 17 BUSINESS CORPORATIONS REGULATION AR 118/2000 (b) if the name does not contain the word Limited, Limitée, Incorporated, Incorporée, Corporation or Unlimited Liability Corporation, the abbreviation Ltd., Ltée, Inc., Corp. or ULC or another legal element authorized by the Registrar. AR 118/2000 s16;251/2001;83/2005 Name search reports 17(1) In the case of (a) the incorporation of a corporation, (b) a change in the name of a corporation or a registered extra-provincial corporation, (c) the revival of a corporation that has been dissolved for more than 3 years, (d) the revival of a body corporate where the name of the body corporate is changed at the time of revival, (e) the registration of an extra-provincial corporation, (f) the amalgamation of 2 or more corporations where the name of the amalgamated corporation is not identical to the name of one of the amalgamating corporations, or (g) the continuance of an extra-provincial corporation into Alberta where the extra-provincial corporation is not a registered extra-provincial corporation in Alberta immediately prior to continuance with the identical name, the following must be obtained and dealt with in accordance with the Corporate Registry Document Handling Procedures Regulation (AR 9/98): (h) an original Alberta Search Report from the NUANS (Newly Upgraded Automated Name Search) system maintained by the Government of Canada, dated not more than 90 days prior to the submission of the report; (i) any consent or consent and undertaking required under the Act or this Regulation. (2) Subsection (1) does not apply to (a) a corporation that has as its name a designated number assigned under section 11, 13(3) or 210(4)(d) of the Act, or 12

15 Section 18 BUSINESS CORPORATIONS REGULATION AR 118/2000 (b) an extra-provincial corporation that has as its name a number name. (3) Where a proposed name is in (a) an English form and a French form, or (b) a combined English and French form, and the English and French forms of the names are phonetically dissimilar, a separate printed Alberta Search Report under subsection (1) must be obtained for the English form and the French form of the name. AR 118/2000 s17;206/2001;251/2001;104/2009 Number as name 18 Where the Registrar assigns as a name a designated number under section 11, 13(3) or 210(4)(d) of the Act, the name must be the corporation s file number followed by (a) Alberta, and (b) a legal element referred to in section 10(3) or 15.4 of the Act. AR 118/2000 s18;251/2001;83/2005;104/2009 Eligibility to make proposals 18.1 For the purposes of section 136(1.1) of the Act, (a) the prescribed number of shares is the number of voting shares (i) that is equal to at least 1% of all issued voting shares of the corporation as of the day on which the registered holder or beneficial owner of the shares submits a proposal, or (ii) whose fair market value as determined at close of business on the day before the registered holder or beneficial owner of the shares submits the proposal is at least $2000, (b) the prescribed period is the 6-month period immediately before the day on which the registered holder or beneficial owner of the shares submits the proposal, and (c) the prescribed level of support for the proposal by other registered holders or beneficial owners of shares is at least 5% of the issued voting shares of the corporation. AR 218/2005 s3 13

16 Section 19 BUSINESS CORPORATIONS REGULATION AR 118/2000 Securities Act forms 19 The prescribed forms for proxies, management proxy circulars and dissidents proxy circulars for the purposes of sections 149(1) and 150(1)(a) and (b) respectively of the Act are the forms for proxies and information circulars prescribed for the purposes of the Securities Act pursuant to rules or regulations under that Act whether or not the corporation is a reporting issuer under that Act. AR 118/2000 s19;251/2001;83/2005 Form requirements 20 A form or other document filed with the Registrar in other than an electronic format must (a) be printed or typewritten on good quality white paper 21.5 cm by 28 cm, (b) be legible, and (c) be suitable for digital imaging, microfilming and photocopying. AR 118/2000 s20;104/2009 Financial statements 21(1) The financial statements referred to in section 155(1)(a) of the Act must (a) include at least (i) a balance sheet, (ii) a statement of retained earnings, (iii) an income statement, and (iv) a statement of changes in financial position, (b) present fairly the financial position of the corporation, (c) be prepared in accordance with generally accepted accounting principles, and (d) be prepared on a basis consistent with that used for the preceding financial year, if any, unless a note attached to them indicates otherwise. (2) For the purposes of this section, generally accepted accounting principles means the generally accepted accounting principles as set out in the CPA Canada Handbook Accounting by the Chartered Professional Accountants of Canada, as amended from time to time. 14

17 Section 22 BUSINESS CORPORATIONS REGULATION AR 118/2000 (3) Nothing in this section prohibits persons who are not members of the Chartered Professional Accountants of Alberta from preparing the financial statements referred to in this section. AR 118/2000 s21;251/2001;146/2015 Auditor s report 22 The auditor s report referred to in section 169 of the Act must contain (a) a statement as to the scope, extent and nature of the auditor s examination, (b) a statement as to whether or not, in the auditor s opinion, the financial statements, including any accompanying notes, present fairly the financial position of the corporation, and (c) a statement of any concerns or qualifications the auditor has as to whether the financial statements were prepared according to generally accepted accounting principles and generally accepted auditing standards. AR 118/2000 s22;251/2001 Disclosure of remuneration 23(1) The directors of a corporation shall place before the shareholders at every annual meeting a document disclosing (a) in one figure the aggregate remuneration paid to the directors of the corporation, and (b) in one figure the aggregate remuneration paid to the 5 highest officers and employees of the corporation, other than directors. (2) The document referred to in subsection (1) may be part of or attached to the financial statements referred to in section 155 of the Act and must relate to the same time period as those statements relate to. (3) The directors and shareholders of a corporation and their agents and legal representatives may examine the document referred to in subsection (1) free of charge during the usual business hours of the corporation. AR 118/2000 s23;251/

18 Section 24 BUSINESS CORPORATIONS REGULATION AR 118/2000 Annual return 24(1) The prescribed date for the purposes of sending an annual return to the Registrar is a date not later than the last day of the month immediately following the anniversary month. (2) For the purposes of subsection (1), the anniversary month (a) of a corporation is the month in which the certificate of incorporation was issued, whether under the Companies Act or the Business Corporations Act, (b) of an amalgamated Alberta company continued under the Business Corporations Act is the month in which the certificate of amalgamation was issued, (c) of an amalgamated corporation is the month in which the certificate of amalgamation was issued, (d) of a corporation revived under section 208 of the Business Corporations Act is the month in which the certificate of incorporation was issued, whether under the Companies Act or the Business Corporations Act, and (e) of an extra-provincial corporation continued into Alberta is the month in which it was incorporated or amalgamated in the other jurisdiction. (3) The information contained in an annual return must be up to date as of the last day of the anniversary month. AR 118/2000 s24;251/2001 Securities register information 25 A corporation shall keep information relating to a security holder that is entered in the securities register under section 49(1) of the Act for a period of at least 7 years after the security holder ceases to be a security holder. AR 118/2000 s25;251/2001 Financial assistance disclosure 25.1(1) A disclosure under section 45(3) of the Act must include the following information: (a) the identity of the recipient of the financial assistance and the recipient s relationship to the corporation; (b) a description of the financial assistance, which must include 16

19 Section 26 BUSINESS CORPORATIONS REGULATION AR 118/2000 (i) the nature and extent of the financial assistance given, (ii) the amount of the financial assistance, (iii) the terms on which the financial assistance was given, and (iv) the purpose of the financial assistance. (2) A corporation must make the disclosure required by section 45(3) of the Act by sending the information to be disclosed to the shareholders within 90 days after giving the financial assistance. (3) A corporation must disclose to the shareholders any increase in the amount of the financial assistance and any changes to the terms on which the financial assistance was given within 90 days of the change. (4) Where a disclosure required by section 45(3) of the Act has previously been made and the obligation of the recipient or the corporation in respect of the financial assistance is still outstanding, the corporation must place before the shareholders at each annual meeting a document disclosing (a) the outstanding balance, as of the end of the most recent fiscal year of the corporation, and (i) on any loan made to the recipient by the corporation, or (ii) on any loan of the recipient guaranteed by the corporation, (b) the nature and extent of any breach by the recipient of the recipient s obligation to repay the loan made by the corporation or whether any liability under a guarantee has been invoked in respect of a loan of the recipient guaranteed by the corporation. AR 231/2000 s2;251/2001 Registrar s records 26 The Registrar shall keep the information in the records that the Registrar is required by the Act to prepare or maintain in respect of a corporation or extra-provincial corporation (a) for at least 6 years after the Registrar receives the information or the information is created, or 17

20 Section 27 BUSINESS CORPORATIONS REGULATION AR 118/2000 (b) where the corporation or extra-provincial corporation to which the information relates is dissolved or has its registration cancelled, as the case may be, for at least 6 years after the date of the certificate of dissolution or the cancellation of the registration. AR 118/2000 s26;83/2005 Fee for security certificate 27 The maximum fee that a corporation may charge for a security certificate issued in respect of a transfer of securities of the corporation is $5. Part 2 Special Rules Respecting Extra-provincial Matters Division 1 Interpretation and Designations Definitions 28 In this Part, (a) agreement means an agreement under section of the Act; (b) designated extra-provincial corporation means an extra-provincial corporation designated under section 29(2); (c) designated extra-provincial registrar means an extra-provincial registrar designated under section 29(1); (d) home jurisdiction, in respect of a designated extra-provincial corporation, means the jurisdiction (i) in which the designated extra-provincial corporation is incorporated, (ii) in which the designated extra-provincial corporation is continued, or (iii) in which the designated extra-provincial corporation is amalgamated; (d.1) home registrar means the designated extra-provincial registrar of the home jurisdiction of a designated extra-provincial corporation; 18

21 Section 29 BUSINESS CORPORATIONS REGULATION AR 118/2000 (e) registered corporation means a corporation that is registered in the jurisdiction of a designated extra-provincial registrar. AR 104/2009 s6;105/2012 Designations 29(1) The Registrar of Companies appointed under the Business Corporations Act, SBC 2002, c.57 and the Director of Corporations appointed under The Business Corporations Act, RSS 1978, c.b-10 are designated as an extra-provincial registrar to which this Regulation applies. (2) Those extra-provincial corporations that are companies as defined in the Business Corporations Act, SBC 2002, c.57 or corporations as defined in The Business Corporations Act, RSS 1978, c.b-10 are designated as extra-provincial corporations to which this Regulation applies. AR 104/2009 s6;105/2012 Division 2 Alberta Corporations Registration in jurisdiction of designated extra-provincial registrar 30(1) A corporation may request the Registrar to act under this Division in respect of the corporation s application for registration in the jurisdiction of a designated extra-provincial registrar. (2) A request under subsection (1) must be accompanied with the information, documents and fees required under the legislation of the jurisdiction of the designated extra-provincial registrar. AR 104/2009 s6 Maintaining registration 31(1) A registered corporation may request the Registrar to act under this Division in respect of extra-provincial matters in the jurisdiction of a designated extra-provincial registrar in which the registered corporation is registered. (2) A request under subsection (1) must be accompanied with the information, documents and fees required under the legislation of the jurisdiction of the designated extra-provincial registrar. AR 104/2009 s6 19

22 Section 32 BUSINESS CORPORATIONS REGULATION AR 118/2000 Requests, information and documents 32(1) A request, information and documents submitted by a corporation under section 30 or a registered corporation under section 31 must (a) be in the form, including an electronic format, established by the Registrar, and (b) if the Registrar has not established a form under clause (a), comply with section 20. (2) If the Registrar considers that a request, information or a document submitted under this Division contains extraneous information, the Registrar may reject the request, information or document. (3) On receipt of a request under section 30(1) or 31(1), the Registrar shall, forthwith, compile any information and documents from the Registrar s records that the applicable agreement requires the Registrar to provide to the designated extra-provincial registrar. (4) The Registrar shall, in accordance with the applicable agreement, transmit to the designated extra-provincial registrar (a) the information, documents and fees submitted to the Registrar under this Division, and (b) the information and documents compiled under subsection (3). AR 104/2009 s6;125/2013 Provision of other information to designated extra-provincial registrar 33(1) Where a registered corporation submits information or a document to the Registrar under the Act, the Registrar shall, if required by the applicable agreement, (a) transmit the information or document to the designated extra-provincial registrar, and (b) take any other action respecting the information or document that is specified in the applicable agreement. (2) Where the Registrar takes action with respect to a registered corporation under the Act, the Registrar shall, if required by the applicable agreement, (a) transmit to the designated extra-provincial registrar information respecting the action taken, and 20

23 Section 34 BUSINESS CORPORATIONS REGULATION AR 118/2000 (b) take any other action respecting the information that is specified in the applicable agreement. (3) The Registrar may act under subsection (1) or (2) whether or not the registered corporation has made a request under section 31(1). AR 104/2009 s6 Division 3 Designated Extra-provincial Corporations Registrations and filings of designated extra-provincial corporations 34 A designated extra-provincial corporation may not apply for registration or submit information or documents for filing under Part 21 of the Act except in accordance with this Division. AR 104/2009 s6 Registration 35(1) A designated extra-provincial corporation may apply to the Registrar to be registered under Part 21 of the Act. (2) An application referred to in subsection (1) must (a) be submitted to the home registrar, and (b) be accompanied with the following information and documents: (i) if the name of the designated extra-provincial corporation contravenes section 282 of the Act, the assumed name of the designated extra-provincial corporation; (ii) if the designated extra-provincial corporation does not have as its name a number name, the number and date of an Alberta Search Report from the NUANS (Newly Upgraded Automated Name Search) system maintained by the Government of Canada, dated not more than 90 days prior to the date of the application; (iii) the address of the head office of the designated extra-provincial corporation; (iii.1) a statement identifying the home jurisdiction of the extra-provincial corporation; 21

24 Section 36 BUSINESS CORPORATIONS REGULATION AR 118/2000 (iv) the appointment of the designated extra-provincial corporation s attorney for service and, if applicable, alternative attorney for service, including the attorney s and alternative attorney s name, physical address and, if different from the physical address, mailing address; (v) any other information required by the Registrar. (2.1) The physical address and, if different from the physical address, the mailing address referred to in subsection (2)(b)(iv) must be located in Alberta. (3) Subject to section 282 of the Act, if the Registrar is satisfied that all of the information and documents necessary for a designated extra-provincial corporation to register under Part 21 of the Act have been received in the form specified in the applicable agreement, the Registrar shall (a) file the information and documents, and (b) register the designated extra-provincial corporation and issue a certificate of registration for the designated extra-provincial corporation. AR 104/2009 s6;105/2012;125/2013 Head office 36(1) If a designated extra-provincial corporation has a registered office in its home jurisdiction, the designated extra-provincial corporation may specify the address of its registered office as the address of its head office. (2) If a registered designated extra-provincial corporation that has specified the address of its registered office as the address of its head office ceases to have a registered office in its home jurisdiction, the address of the former registered office continues to be the address of the head office in the records of the Registrar until the head office is changed in accordance with section 40. AR 104/2009 s6 Attorney for service 37(1) A designated extra-provincial corporation may appoint an individual as its alternative attorney if that individual is (a) a member of a partnership of which the attorney is also a member, or 22

25 Section 38 BUSINESS CORPORATIONS REGULATION AR 118/2000 (b) an assistant manager of the designated extra-provincial corporation and the attorney is the manager for Alberta of the designated extra-provincial corporation. (2) A designated extra-provincial corporation shall ensure that the address of its attorney is an office that is (a) accessible to the public during normal business hours, and (b) readily identifiable from the physical address. AR 104/2009 s6 Changes in name 38(1) If a registered designated extra-provincial corporation changes its name, it shall, within one month after the effective date of the change, give notice to the Registrar that it has changed its name. (2) A notice referred to in subsection (1) must (a) be submitted to the home registrar, (b) if the new name contravenes section 282 of the Act, include the new assumed name of the designated extra-provincial corporation, (c) if the designated extra-provincial corporation does not have as its name a number name, include the number and date of an Alberta Search Report from the NUANS (Newly Upgraded Automated Name Search) system maintained by the Government of Canada, dated not more than 90 days prior to the date the notice is given, and (d) include any other information required by the Registrar. (3) Subject to section 282 of the Act, if the Registrar is satisfied that all of the information and documents necessary for a registered designated extra-provincial corporation to change its name have been received in the form specified in the applicable agreement, the Registrar shall issue a certificate of amendment of registration and change the Registrar s records accordingly. AR 104/2009 s6;105/2012;125/2013 Cancellation of assumed name 39(1) A registered designated extra-provincial corporation that has assumed a name pursuant to section 283(1) of the Act may apply to the Registrar to cancel its assumed name and carry on business in Alberta under the name in which it was registered. (2) An application referred to in subsection (1) 23

26 Section 40 BUSINESS CORPORATIONS REGULATION AR 118/2000 (a) must be submitted to the home registrar, (b) if the designated extra-provincial corporation does not have as its name a number name, must be accompanied with the number and date of an Alberta Search Report from the NUANS (Newly Upgraded Automated Name Search) system maintained by the Government of Canada, dated not more than 90 days prior to the date of the application, and (c) include any other information required by the Registrar. (3) Subject to section 282 of the Act, if the Registrar is satisfied that all of the information and documents necessary for a designated extra-provincial corporation to cancel its assumed name have been received in the form specified in the applicable agreement, the Registrar may issue a certificate of cancellation of assumed name. (4) If the Registrar approves the application referred to in subsection (1), the registered designated extra-provincial corporation may carry on business in Alberta under the name in which it was registered. AR 104/2009 s6;105/2012;125/2013 Changes in head office 40(1) If a registered designated extra-provincial corporation changes its head office, it shall, within one month after the effective date of the change, give notice of the change in head office to the Registrar. (2) The notice referred to in subsection (1) must (a) be submitted to the home registrar, (b) include the address of the new head office, and (c) include any other information required by the Registrar. (3) If the Registrar is satisfied that all of the information and documents necessary for a registered designated extra-provincial corporation to change its head office have been received in the form specified in the applicable agreement, the Registrar shall file the information and documents. AR 104/2009 s6;105/2012;125/

27 Section 40.1 BUSINESS CORPORATIONS REGULATION AR 118/2000 Designated extra-provincial corporation continuing into a new home jurisdiction 40.1(1) If a registered designated extra-provincial corporation changes its home jurisdiction and is continued into the jurisdiction of a new designated extra-provincial registrar, it shall, within one month after the effective date of the change, give notice of the change to the Registrar. (2) The notice referred to in subsection (1) must (a) be submitted to the new home registrar of the corporation, (b) identify the new home jurisdiction, (c) indicate any name change related to the continuation of the corporation in accordance with section 38(2), and (d) provide the information required by section 40 regarding any change of head office related to the continuation of the corporation. (3) If the Registrar is satisfied that all of the information and documents necessary for a registered designated extra-provincial corporation to file its change of home jurisdiction into the jurisdiction of a designated extra-provincial registrar have been received in the form specified in the applicable agreement, the Registrar shall file the information and documents. AR 105/2012 s8 Registered extra-provincial corporation continued into the jurisdiction of a designated extra-provincial registrar 40.2(1) If a registered extra-provincial corporation is continued into the jurisdiction of a designated extra-provincial registrar, it shall, within one month after the effective date of the change, give notice of the change to the Registrar. (2) The notice referred to in subsection (1) must (a) be submitted to the new home registrar of the designated extra-provincial corporation, (b) identify the new home jurisdiction, (c) indicate any name change related to the continuation of the corporation in accordance with section 38(2), and (d) provide the information required by section 40 regarding any change of head office related to the continuation of the corporation. 25

28 Section 40.3 BUSINESS CORPORATIONS REGULATION AR 118/2000 (3) If the Registrar is satisfied that all of the information and documents necessary for a registered extra-provincial corporation to file its change of jurisdiction into the jurisdiction of a designated extra-provincial registrar have been received in the form specified in the applicable agreement, the Registrar shall file the information and documents. AR 105/2012 s8 Designated extra-provincial corporation continuing into Alberta 40.3 If a designated extra-provincial corporation changes its home jurisdiction and is continued into Alberta, the Registrar shall forthwith give notice to the former home registrar in the manner specified in the applicable agreement. AR 105/2012 s8 Changes in attorney for service 41(1) If an attorney of a registered designated extra-provincial corporation dies or resigns or the attorney s appointment is revoked, the registered designated extra-provincial corporation shall forthwith give the Registrar notice of an appointment of an individual as its attorney for service. (2) A registered designated extra-provincial corporation shall give the Registrar a notice of any change in the name or address of its attorney or alternative attorney. (3) An attorney for a registered designated extra-provincial corporation who intends to resign shall (a) give not less than 60 days notice to the registered designated extra-provincial corporation at its head office, and (b) give the Registrar a copy of the notice. (4) A notice under subsection (1), (2) or (3) must (a) be submitted to the home registrar, (b) include the attorney s and any alternative attorney s name, physical address and, if different from the physical address, mailing address, and (c) include any other information required by the Registrar. (4.1) The physical address and, if different from the physical address, the mailing address referred to in subsection (4)(b) must be located in Alberta. 26

29 Section 42 BUSINESS CORPORATIONS REGULATION AR 118/2000 (5) If the Registrar is satisfied that all of the information and documents necessary for a registered designated extra-provincial corporation to change its attorney for service have been received in the form specified in the applicable agreement, the Registrar shall file the information and documents. AR 104/2009 s6;105/2012;125/2013 Instrument of amalgamation 42(1) If a registered designated extra-provincial corporation amalgamates with one or more designated extra-provincial corporations or other extra-provincial corporations, the registered designated extra-provincial corporation shall, within one month after the effective date of the amalgamation, give notice to the Registrar of the amalgamation. (2) A notice referred to in subsection (1) must (a) be submitted to the designated extra-provincial registrar, and (b) be accompanied with the following information and documents: (i) if the name of the amalgamated designated extra-provincial corporation contravenes section 282 of the Act, the assumed name of the amalgamated designated extra-provincial corporation; (ii) if the amalgamated designated extra-provincial corporation does not have a number name, the number and date of an Alberta Search Report from the NUANS (Newly Upgraded Automated Name Search) system maintained by the Government of Canada, dated not more than 90 days prior to the date of the application; (iii) the address of the head office of the amalgamated designated extra-provincial corporation; (iii.1) a statement identifying the home jurisdiction of the extra-provincial corporation; (iv) the appointment of the amalgamated designated extra-provincial corporation s attorney for service and, if applicable, alternative attorney for service, including the attorney s and alternative attorney s name, physical address and, if different from the physical address, mailing address; (v) any other information required by the Registrar. 27

30 Section 43 BUSINESS CORPORATIONS REGULATION AR 118/2000 (2.1) The physical address and, if different from the physical address, the mailing address referred to in subsection (2)(b)(iv) must be located in Alberta. (3) Subject to section 282 of the Act, if the Registrar is satisfied that all of the information and documents necessary to register the amalgamated designated extra-provincial corporation have been received in the form specified in the applicable agreement, the Registrar shall (a) file the information and documents, and (b) issue a new certificate of registration of the amalgamated designated extra-provincial corporation. AR 104/2009 s6;105/2012;125/2013 Application to cancel registration 43(1) A registered designated extra-provincial corporation that ceases to carry on business in Alberta may apply to cancel its registration. (2) An application referred to in subsection (1) must (a) be submitted to the home registrar, (b) contain a statement that the registered designated extra-provincial corporation has ceased to carry on business in Alberta, and (c) include any other information required by the Registrar. AR 104/2009 s6;105/2012;125/2013 Cancellation of registration without notice 44(1) The Registrar may, without notice, cancel the registration of a designated extra-provincial corporation if the designated extra-provincial corporation (a) has applied to cancel its registration, (b) repealed AR 105/2012 s12, (c) is dissolved, (d) does not comply with a direction of the Registrar under section 282(2) of the Act, or (e) has otherwise ceased to be a designated extra-provincial corporation. 28

31 Section 45 BUSINESS CORPORATIONS REGULATION AR 118/2000 (2) The reinstatement or revival of a designated extra-provincial corporation in its home jurisdiction does not affect the cancellation of the designated extra-provincial corporation s registration. AR 104/2009 s6;105/2012 Cancellation of registration with notice 45(1) The Registrar may cancel the registration of a designated extra-provincial corporation if the designated extra-provincial corporation (a) does not have an attorney for service, (b) does not carry out an undertaking given in accordance with this Regulation, or (c) has otherwise contravened Part 21 of the Act or this Regulation. (2) The Registrar shall not cancel the registration of a designated extra-provincial corporation under subsection (1) until (a) the Registrar has given at least 120 days notice of the proposed cancellation with the Registrar s reasons for it (i) to the designated extra-provincial corporation by mail addressed to its head office, and (ii) to its attorney by mail addressed to the attorney, (b) the Registrar has published a notice of the proposed cancellation in the Registrar s periodical or The Alberta Gazette, and (c) either no appeal is commenced under section 247 of the Act or, if an appeal has been commenced, it has been discontinued or the Registrar s decision is confirmed on the appeal. (3) A notice of a proposed cancellation sent by ordinary mail to a registered designated extra-provincial corporation or to its attorney in accordance with subsection (2) is deemed to have been received at the time it would be delivered in the ordinary course of mail despite the fact that it is returned as undeliverable. AR 104/2009 s6 29