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A corporation is a business entity considered to be a legal person that is distinct from the shareholders who own it. A corporation can borrow money, pay taxes, hire employees, commence or be subject to a lawsuit, and own property. The shareholders may participate in the corporate profits through the payment of dividends.

The biggest advantage of incorporation is limited liability for shareholders. Under law, a corporation is considered to be a legal person that is distinct from the shareholders who own it. This means that individual shareholders are not personally liable for the debts and obligations of the corporation. If a corporation fails, the shareholders will lose the amount of equity invested with their shares. One disadvantage of a corporation is that income is taxed at two levels: first on income for the corporate entity, and then at the shareholder level where shareholders are taxed on any dividends they have received.

LawDepot’s Incorporation Package is currently restricted to for-profit businesses seeking to incorporate with the Government of Alberta.

The contact person is the person who authorizes registration of this corporation. The contact person may be contacted by LawDepot staff, Registry Agents, or the Alberta Government if additional details are required regarding this incorporation.

A Numbered Corporation is a corporation that has been assigned a number as a corporate name. The name of a Numbered Corporation will consist of three parts:

1. An assigned number, i.e. 1111111.
2. The word “Alberta”.
3. Your choice of suffix (Limited, Limitee, Incorporated, Incorporee, Corporation, Ltd., Inc. or Corp.) i.e. Ltd.

In the above example, the name of the Numbered Corporation is 1111111 Alberta Ltd.

A Named Corporation is a corporation that has had a name selected for it by its incorporator(s) and/or director(s). The name should ideally consist of three parts:

1. A distinctive element, i.e. XYZ.
2. A term that describes the business dealings of the corporation, i.e. Distribution.
3. Your choice of suffix (Limited, Incorporated, Corporation, Ltd., Inc. or Corp.), i.e. Ltd.

In the above example, the corporation’s name would be XYZ Distribution Ltd.

While there are marketing and trademark advantages that the name contain a distinctive element and describe the business dealings of the Corporation, there is no legal requirement for either. At a bare minimum, the name MUST end with one of the suffixes (Limited, Incorporated, Corporation, Ltd., Inc. or Corp.), be unique and not use any words or expressions prohibited by regulation. The first character of the name of a corporation must be an arabic numeral or alphabetic letter of the English language.

Each corporation must have a unique name. Before a selected corporate name can be registered, it must first be searched in the NUANS database to see if it is unique.

Generally, no corporation may have a name that:

• is too general
• 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
• is primarily or only the name or surname of an individual who is living or has died in the last 30 years
• consists primarily or only of a geographic name

A Corporation name is not unique if it is different merely due to:

• the addition or deletion of punctuation marks or spaces,
• the insertion or removal of a year in the name,
• the addition or deletion of the word “company” or its abbreviation,
• the substitution of a word for its abbreviation or an abbreviation for the word,
• the substitution of a word for its homonym,
• the addition or deletion of an article, or
• any other change that does not produce a phonetic difference between the name and the name of the corporate person or dissolved body corporate.

A Professional Corporation is another type of Named Corporation, where the corporation is specifically formed for one of the following types of professions: medicine, optometry, dentistry, law, chiropractic, or accounting.

A Professional Corporation’s name should have the name of the practitioner, followed by the term ‘Professional Corporation’, i.e. Sam Jones Professional Corporation. Alternatively, you can add a professional descriptor (such as Legal, Law, Medical, Dental) between "Professional" and "Corporation", i.e. Sam Jones Professional Law Corporation.

Please note that LawDepot does NOT currently incorporate professional corporations.

The Newly Updated Automated Name Search (NUANS) is a computerized search system that compares a proposed corporate name or trade-mark with databases of existing corporate bodies and trademarks. NUANS software and data is the property of Industry Canada. A NUANS search produces a list of names that are the most similar to your proposed name.

If you are requesting a Named Corporation, LawDepot will automatically order a NUANS search for you. You can search up to five names with each NUANS search.

The $50 NUANS fee allows for you to search up to 5 names. You will be given the results of your names searches, and then you may register one of them to be the name of your corporation.

In Alberta, a Named Corporation cannot contain the following prohibited elements:

• A word or expression in any language that is obscene or implies that a business is obscene, immoral, illegal, or otherwise objectionable, i.e. Cocaine Distribution Inc.
• A word or number that implies that a Named Corporation is a Numbered Corporation, i.e. 1111111 Alberta Ltd.
• A word or expression that implies that the corporation is not a corporation.
• Elements that imply the corporation is under royal or governmental patronage,
• Elements that imply that the corporation is affiliated with the Government of Canada or the government of a province or territory when it is not, i.e. Government of Alberta Development Ltd.
• Elements that imply that the corporation is sponsored or controlled by a university, college, technical institute or professional or occupational association
• Elements that suggest it is a bank, loan corporation, insurance corporation, trust corporation, financial intermediary, stock exchange or other financial institution regulated by provincial or federal legislation.
• Primarily a combination of punctuation or other marks.
• A year in parenthesis unless it is a successor corporation and the year is the year the it became a successor corporation.

A Named Corporation can contain special characters, such as exclamation marks and ampersands. However, special characters cannot be overused and the name cannot begin with a special character. For example, Kablam! Demolition Inc. might be approved, whereas !Kablam Demolition Inc. and K@BL@M!!! Demolition Inc. would probably be rejected.

If the name you choose is already registered, your proposed name will be rejected. In this case, LawDepot will ask you to either choose a new name for your Named Corporation, select to have a Numbered Corporation, or cancel your incorporation filing with LawDepot. You will not be charged to have your corporation filed until it has passed the NUANS search and you have given your approval. However, the NUANS search fee is non-refundable and you will be subject to a new fee for every NUANS search you request.

You can search up to five names with each NUANS search.

If your proposed name is not identical to another Named Corporation, but it is so similar that it could cause confusion, it will most likely be rejected. For example, if Light Speed Printing Ltd. already exists, Lightening Speed Printing Limited and Lite-and-Fast Speed Printing Ltd. will most likely be rejected. Even if a name is not rejected, you should still consider the potential confusion and aggravation that a similar name could cause.

LawDepot will send your NUANS search results back to you before it registers your Named Corporation, allowing you to choose another name if you feel your proposed name is too similar to an existing Named Corporation.

No – a corporate name is not a trademark. A trademark is a distinctive sign, design or logo that distinguishes goods, wares, and services from that of competitors. While a corporate name may become a trademark through application or use, its registration alone does not establish a trademark.

Your Corporate Name will only be registered with the Government of Alberta.

You might choose a Numbered Corporation instead of a Named Corporation if:

1. A Named Corporation is not important for marketing your products or services.
2. You use or plan to use a trade name that is different from your corporate name.
3. You do not wish to conduct a NUANS database search.
4. You plan on choosing a name for your corporation at a future time.

Yes. You can change a Numbered Corporation to a Named Corporation at a future time. Please be aware however, that LawDepot does not currently offer this service.

A corporation’s registered address is the place of business where the corporation is located and which is ordinarily available to the public.

A corporation’s records office, if separate from the registered office, is where the corporation’s necessary documents (articles of incorporation and bylaws, with amendments, unanimous shareholder agreement, minutes, copies of financial statements, etc.) are kept.

The incorporator is the person or persons who organize the corporation and file the Articles of Incorporation. Once the filing is complete the incorporator's function is complete and afterwards the management of the corporation is performed by the directors, subject to ratification by the shareholders.

A director is a person who is elected by either the incorporators or the shareholders of a corporation to conduct the affairs of the company.

A shareholder is a person, business entity or institution that owns at least one share in a corporation. Shareholders are the actual owners of the corporation. As owners, the shareholders have the potential to profit if the corporation is doing well but also the potential to lose their investments if the corporation’s fortunes decline. A shareholder is not personally liable for the debts and obligations of the corporation.

An Officer is someone who ordinarily works in the management functions of the corporation. An Officer does not need to be a Shareholder or Director, and is appointed and reports to the Directors of a corporation.

The following are just some of the titles that are often assigned to Officers in a corporation: President, Vice-President, Treasurer, and Secretary.

The incorporation date is the date that the contact person authorizes the filing of this Corporation.

The Articles of Incorporation is a document that is filed by the individuals organizing the corporation. The Articles of Incorporation describe the purpose of the corporation as well as the share structure. The Articles will also list the names of the individuals who are acting as initial directors for the corporation. Any details of share transfer restrictions, and business activities will also be included in the Articles of Incorporation. The actual rules governing the management of the corporation would be contained in a separate document called the Bylaws.

A.

• There is no restriction on the business that the Corporation may carry on.
• The minimum number of Directors is one (1), with a maximum of ten (10).
• The Corporation can issues shares without nominal or par value for up to six classes of shares.
  • Class "A" shares are Common Voting Shares;
  • Class "B" shares are Common Voting Shares;
  • Class "C" shares are Common Non-Voting Shares;
  • Class "D" shares are Preferred Voting Shares;
  • Class "E" shares are Preferred Non-Voting Shares;
  • Class "F" shares are Preferred Non-Voting Shares;
• The Corporation is a Private Issuer as deemed by National Instrument 45-106:
  • No share transfers can be made without the consent of the Board of Directors or a Unanimous Shareholders Agreement.
  • Share ownership is restricted to less than 50 individuals, unless specified in law.
  • No shares will be available for sale to the public.
• The holders of all classes of Shares are be entitled to receive a dividend, when and as specified by the Board of Directors of the Corporation.

• Holders of voting shares are entitled to notice of and to attend meetings of the sharesholders of the Corporation and are entitled to one vote for each share. Except as provided by the Business Corporations Act, the holders of non-voting shares shall not be entitled to vote at, nor to receive notice of or attend shareholder meetings. The right to vote includes the right to consent to or sign a resolution in writing to be signed by the shareholders of the Corporation.

Important Links

• LawDepot.com
• Alberta Incorporation
• BC Incorporation
• Federal Incorporation
• Ontario Incorporation
• Saskatchewan Incorporation