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O.C. 210/2009

O.C. 210/2009

A.R. 104/2009

April 22, 2009


            The Lieutenant Governor in Council makes the Business Corporations Amendment Regulation set out in the attached Appendix.

For Information only

Recommended by:            Minister of Service Alberta

Authority:                             Business Corporations Act
                                                (section 293.3)


APPENDIX

Business Corporations Act

BUSINESS CORPORATIONS AMENDMENT REGULATION

1   The Business Corporations Regulation (AR 118/2000) is amended by this Regulation.

 

2   The following is added before section 1:

Part 1
General

 

3   Section 17(2) is repealed and the following is substituted:

(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

                                 (b)    an extra‑provincial corporation that has as its name a number name.

 

4   Section 18 is repealed and the following is substituted:

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.

 

5   Section 20(c) is amended by adding “digital imaging,” before “microfilming”.

 

6   Sections 28 to 30 are repealed and the following is substituted:

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 293.2 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;

                                 (e)    “registered corporation” means a corporation that is registered in the jurisdiction of a designated extra‑provincial registrar.

Designations

29(1)  The Registrar of Companies appointed under the Business Corporations Act, SBC 2002, c.57 is 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 are designated as extra‑provincial corporations to which this Regulation applies.

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.

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.

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 an electronic format, 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).

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

                                 (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).

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.

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 designated extra‑provincial 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;

                                         (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, firm name, physical address and, if different from the physical address, mailing address.

(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.

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.

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

                                 (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.

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 designated extra‑provincial registrar,

                                 (b)    if the new name contravenes section 282 of the Act, include the new assumed name of the designated extra‑provincial corporation, and

                                 (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.

(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.

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)

                                 (a)    must be submitted to the designated extra‑provincial registrar, and

                                 (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.

(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.

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 designated extra‑provincial registrar, and

                                 (b)    include the address of the new head office.

(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.

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, firm 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 designated extra‑provincial registrar, and

                                 (b)    include the attorney’s and any alternative attorney’s name, firm name, physical address and, if different from the physical address, mailing address.

(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.

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;

                                         (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, firm name, physical address and, if different from the physical address, mailing address.

(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.

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 designated extra‑provincial registrar, and

                                 (b)    contain a statement that the registered designated extra‑provincial corporation has ceased to carry on business in Alberta.

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)    has continued out of or amalgamated out of its home jurisdiction,

                                 (c)    is dissolved, or

                                 (d)    does not comply with a direction of the Registrar under section 282(2) of the Act.

(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.

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.

Cancellation of registration of extra‑provincial corporation

46   The Registrar may, without notice, cancel the registration of an extra‑provincial corporation that has become a designated extra‑provincial corporation.

Liability for obligations

47   The cancellation of the registration of a designated extra‑provincial corporation under section 44 or 45 or of an extra‑provincial corporation under section 46 does not affect the liability of the designated extra‑provincial corporation or of the extra‑provincial corporation for its obligations.

Collection of information

48(1)  The Registrar may collect from a designated extra‑provincial registrar any information or documents specified in the applicable agreement that are submitted to or held by the designated extra‑provincial registrar, including, without limitation, information and documents respecting the following:

                                 (a)    the application for registration of a designated extra‑provincial corporation;

                                 (b)    a change in the name of a registered designated extra‑provincial corporation;

                                 (c)    the application of a registered designated extra‑provincial corporation to cancel its assumed name;

                                 (d)    a change in the head office of a registered designated extra‑provincial corporation;

                                 (e)    a change in the attorney for service of a registered designated extra‑provincial corporation;

                                  (f)    a notice of an amalgamation given by a registered designated extra‑provincial corporation;

                                 (g)    the application of a registered designated extra‑provincial corporation to cancel its registration;

                                 (h)    the dissolution of a registered designated extra‑provincial corporation;

                                  (i)    a registered designated extra‑provincial corporation’s continuance out of its home jurisdiction;

                                  (j)    a correction of information or documents relating to a registered designated extra‑provincial corporation.

(2)  The Registrar may file any information or documents collected under subsection (1).

Complete information required

49   The Registrar may decline to file any information or document or to issue any document in respect of any matter relating to a designated extra‑provincial corporation, including, without limitation, the registration of the designated extra‑provincial corporation, until the Registrar has received from the designated extra‑provincial registrar, in the form specified in the applicable agreement, the information and documents relating to the matter

                                 (a)    required to be submitted to the designated extra‑provincial registrar by the designated extra‑provincial corporation, and

                                 (b)    that the Registrar requires that are held by the designated extra‑provincial registrar.

Form of information

50   An application, request, notice, information or document required to be submitted to a designated extra‑provincial registrar under this Regulation must be in the form or electronic format established by the designated extra‑provincial registrar.

Certificates

51   The Registrar shall send any certificate issued in respect of a designated extra‑provincial corporation under this Division to

                                 (a)    the attorney for service of the designated extra‑provincial corporation, or

                                 (b)    where there is no attorney for service, the head office of the designated extra‑provincial corporation.

Certificate as evidence

52   A certificate of registration issued under section 35(3)(b) to a designated extra‑provincial corporation or under section 42(3)(b) to an amalgamated designated extra‑provincial corporation is conclusive proof for the purposes of the Act and for all other purposes that the provisions of the Act and this Regulation in respect of registration of the designated extra‑provincial corporation or amalgamated designated extra‑provincial corporation and all requirements precedent and incidental to registration have been complied with, and that the designated extra‑provincial corporation or amalgamated designated extra‑provincial corporation has been registered under Part 21 of the Act as of the date shown in the certificate of registration.

Original Alberta Search Report

53   A designated extra‑provincial corporation shall maintain the original of each Alberta Search Report from the NUANS (Newly Upgraded Automated Name Search) system maintained by the Government of Canada that is required under this Division and shall provide it to the Registrar on request.

Fee exemption

54   A designated extra‑provincial corporation is exempt from the requirement to pay a fee in respect of its application for registration or the filing of information and documents related to its registration under Part 21 of the Act.

Application of provisions of Act

55   Sections 280, 283(4), 284 to 286, 288(1) to (6) and 289 to 292 of the Act do not apply in respect of a designated extra‑provincial corporation.

Part 3
Expiry

Expiry

56   For the purpose of ensuring that this Regulation is reviewed for ongoing relevancy and necessity, with the option that it may be repassed in its present or an amended form following a review, this Regulation expires on June 30, 2015.

 

7   This Regulation comes into force on April 27, 2009.