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AR 118/2000 BUSINESS CORPORATIONS REGULATION

(Consolidated up to 128/2019)

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

Part 2
Special Rules Respecting Extra‑provincial Matters

Division 1
Interpretation and Designations

              28       Definitions

              29       Designations

Division 3
Designated Extra‑provincial Corporations

              34       Registrations and filings of designated extra‑provincial corporations

              35       Registration

              36       Head office

              37       Attorney for service

           37.1       Collection of information

           37.2       Complete information required

           37.3       Form of submissions

              38       Changes in name

              39       Cancellation of assumed name

           40.1       Designated extra‑provincial corporation continued
into a new designated home jurisdiction

           40.2       Registered extra‑provincial corporation continued into the jurisdiction of a designated extra‑provincial registrar

           40.3       Registered extra-provincial corporation continued 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

              51       Certificates


              52       Certificate as evidence

              53       Original Alberta Search Report

              54       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

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 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

                                          (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,

                                 (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.

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)    .

                                       (xiii)    ‑

                                      (xiv)    /

                                       (xv)    :

                                      (xvi)    ;

                                     (xvii)    >

                                    (xviii)    <

                                      (xix)    =

                                       (xx)    [ ]

                                      (xxi)    Ç

                                     (xxii)    ?

                                    (xxiii)    @

                                 (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.

(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 polytechnic institution or a professional or other occupational association that is regulated by provincial or federal legislation, unless the university, college, polytechnic institution 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,

                                          (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,

                                     or

                                 (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;10/2019

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

                                 (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

                                 (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

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.

(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;251/2001

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

                                           (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,

                                           (i)    on any loan made to the recipient by the corporation, or

                                          (ii)    on any loan of the recipient guaranteed by the corporation,

                                     and

                                 (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

                                 (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)    repealed AR 128/2019 s2;

                                 (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);

                              (c.1)    “head office” means, in relation to a designated extra‑provincial corporation, the registered office in the home jurisdiction of a designated extra‑provincial corporation;

                                 (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;

                                 (e)    “NUANS” means the Newly Upgraded Automated Name Search system maintained by the Government of Canada.

AR 104/2009 s6;105/2012;128/2019

Designations

29(1)  The following are designated as an extra‑provincial registrar to which this Regulation applies:

                                 (a)    the Registrar of Companies appointed under the Business Corporations Act, SBC 2002, c.57;

                                 (b)    the Director appointed under The Corporations Act, CCSM c.C225;

                                 (c)    the Director of Corporations appointed under The Business Corporations Act, RSS 1978, c.B‑10.

(2)  The following are designated as extra-provincial corporations to which this Regulation applies:

                                 (a)    corporations incorporated or continued under the Business Corporations Act, SBC 2002, c.57;

                                 (b)    corporations incorporated or continued under The Corporations Act, CCSM c.C225;

                                 (c)    corporations incorporated or continued under The Business Corporations Act, RSS 1978, c.B‑10.

AR 104/2009 s6;105/2012;128/2019

Division 2 repealed AR 128/2019 s4

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 be accompanied with the following information and documents:

                                 (a)    if the name of the designated extra‑provincial corporation contravenes section 282 of the Act, the assumed name of the designated extra‑provincial corporation;

                                 (b)    the address of the head office of the designated extra‑provincial corporation;

                                 (c)    a statement identifying the home jurisdiction of the extra‑provincial corporation;

                                 (d)    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;

                                 (e)    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)(d) must be located in Alberta.

(2.2)  If the designated extra-provincial corporation does not have as its name a number name, an application referred to in subsection (1) must

 

                                          (a)    include the number and date of an Alberta Search Report from the NUANS dated not more than 90 days prior to the date of the application, or

                                          (b)    be accompanied with a request for the Registrar to obtain the Alberta Search Report from the NUANS and the fee referred to in section 54(2).

(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, 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;128/2019

Head office

36(1)  When the Registrar receives information about the head office or a change in the head office of a designated extra‑provincial corporation from the home registrar, the Registrar may file that information as the head office information of the extra‑provincial corporation in the records of the Registrar. 

(2)  Any requirement to send notices, information or documents
to the head office is a requirement to send the notices, information or documents to the head office as recorded in the records of the Registrar.

(3)  If a registered designated extra‑provincial corporation 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

                                 (a)    a new registered office is filed in the home jurisdiction, and

                                 (b)    the Registrar receives and files the new head office information.

AR 104/2009 s6;128/2019

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.

AR 104/2009 s6

Collection of information

37.1(1)  The Registrar may collect from a home registrar any information or documents relating to extra‑provincial corporations that are submitted to or held by the home registrar, including, without limitation, information and documents respecting the following:

                                 (a)    the status and change of status of a designated extra‑provincial corporation;

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

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

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

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

                                 (f)    the amalgamation of a registered designated extra‑provincial corporation;

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

                                 (h)    the continuance of a registered designated extra‑provincial corporation out of its home jurisdiction;

                                  (i)    the continuance of an extra‑provincial corporation into the jurisdiction of a designated Registrar;

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

                                 (k)    a corporate identification number used or collected for a designated extra‑provincial corporation;

                                  (l)    the incorporation dates and the dates of other corporate events;

                               (m)    the e‑mail address or other contact information and changes in the e‑mail address or other contact information of a designated extra‑provincial corporation;

                                 (n)    the jurisdiction of incorporation of a designated extra‑provincial corporation.

(2)  Information in subsection (1) may be collected

                                 (a)    from the home registrar, or

                                 (b)    using any system or method designed for the sharing of information between the Registrar and extra‑provincial registrars, including a system or method involving a third party.

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

AR 128/2019 s7

Complete information required

37.2(1)  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 home registrar the information and documents relating to the matter that the Registrar requires that are held by the home registrar.

(2)  Subsection (1) applies despite any inconsistency or conflict with a provision of the Act or a provision of this Regulation.

AR 128/2019 s7

Form of submissions

37.3(1)  An application, request, notice, information or document required to be submitted to the Registrar under this Regulation must be in the form or electronic format established by the Registrar.

(2)  A person making any application, request, notice or other filing to the Registrar under this Part must comply with any information or action required by the Registrar concerning

                                 (a)    the identification of an applicant or other person,

                                 (b)    the applicant’s relationship to the corporation, and

                                 (c)    the security and identification requirements established by the Registrar.

AR 128/2019 s7

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

                                 (b)    include any other information required by the Registrar.

(2.1)  If the designated extra-provincial corporation does not have as its name a number name, an application referred to in subsection (1) must

                                 (a)    include the number and date of an Alberta Search Report from the NUANS dated not more than 90 days prior to the date of the application, or

                                 (b)    be accompanied with a request for the Registrar to obtain the Alberta Search Report from the NUANS and the fee referred to in section 54(2).

(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, the Registrar shall issue a certificate of amendment of registration and change the Registrar’s records accordingly.

(4)  Despite subsection (1), an extra‑provincial corporation is not required to provide notice if the extra‑provincial corporation

                                 (a)    changes its name to a number name, or

                                 (b)    has its name changed to a number name by its home registrar.

AR 104/2009 s6;105/2012;125/2013;128/2019

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) must include the information required by the Registrar.

(2.1)  If the designated extra-provincial corporation does not have as its name a number name, an application referred to in subsection (1) must

                                 (a)    include the number and date of an Alberta Search Report from the NUANS dated not more than 90 days prior to the date of the application, or

                                 (b)    be accompanied with a request for the Registrar to obtain the Alberta Search Report from the NUANS and the fee referred to in section 54(2).

(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, 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;128/2019

40   Repealed AR 128/2019 s10.

Designated extra‑provincial corporation continued
into a new designated home jurisdiction

40.1   If a registered designated extra‑provincial corporation changes its home jurisdiction and is continued into the jurisdiction of a new designated extra‑provincial registrar and the continuation results in a change of name, section 38 applies.

AR 105/2012 s8;128/2019

Registered extra‑provincial corporation continued into the jurisdiction of a designated extra‑provincial registrar

40.2   If a registered extra‑provincial corporation changes its home jurisdiction and is continued into the jurisdiction of a designated extra‑provincial registrar and the continuation results in a change of name, section 38 applies.

AR 105/2012 s8;128/2019

Registered extra‑provincial corporation
continued into Alberta

40.3   If a designated extra‑provincial corporation changes its home jurisdiction and is continued into Alberta, the Registrar may give notice to the former home registrar.

AR 105/2012 s8;128/2019

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)    repealed AR 128/2019 s14;

                                 (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.

(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, the Registrar shall file the information and documents.

AR 104/2009 s6;105/2012;125/2013;128/2019

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 be accompanied with the following information and documents:

                                 (a)    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;

                                 (b)    the address of the head office of the amalgamated designated extra‑provincial corporation;

                                 (c)    a statement identifying the home jurisdiction of the extra‑provincial corporation;

                                 (d)    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;

                                 (e)    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)(d) must be located in Alberta.

(2.2)  If the designated extra-provincial corporation does not have as its name a number name, an application referred to in subsection (1) must

                                 (a)    include the number and date of an Alberta Search Report from the NUANS dated not more than 90 days prior to the date of the application, or

                                 (b)    be accompanied with a request for the Registrar to obtain the Alberta Search Report from the NUANS and the fee referred to in section 54(2).

(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, 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;128/2019

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)    repealed AR 128/2019 s16;

                                 (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;128/2019

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.

(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

46   Repealed AR 105/2012 s13.

Liability for obligations

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

AR 104/2009 s6;105/2012

48   Repealed AR 128/2019 s17.

49   Repealed AR 128/2019 s18.

50   Repealed AR 128/2019 s19.

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.

AR 104/2009 s6

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.

AR 104/2009 s6

Original Alberta Search Report

53   A designated extra‑provincial corporation shall maintain the original of each Alberta Search Report from the NUANS that is required under this Division and shall provide it to the Registrar on request.

AR 104/2009 s6;128/2019

Fee exemption

54(1)  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.

(2)  The fee for the purpose of sections 35(2.2)(b), 38(2.1)(b), 39(2.1)(b) and 42(2.2)(b) is the fee required by the Government of Canada in respect of an Alberta Search Report from the NUANS plus $1.

AR 104/2009 s6;128/2019

Application of provisions of Act

55   Sections 188(6), 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.

AR 104/2009 s6;105/2012

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 December 31, 2022.

AR 104/2009 s6;105/2012;115/2017;128/2019