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Frequently Asked Questions - Corporate Governance and Annual Returns and Filings

 

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What are the annual returns and some of the ongoing annual corporate governance requirements of a Corporation?

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For certain privately held Corporations the Business Corporations Act [Alberta] requires as follows:

1.              Filing of an Annual Return;
The Annual Return for the Corporation must be filed with Alberta Registries in order to keep the Corporation subsisting and up-to-date under the Business Corporations Act [the “Act”] on or before the last day of the month following the anniversary date of incorporation. 
If the Annual Return is not filed, in due course, the Corporation will be subject to being dissolved and struck off the register.

2.              Annual Director’s Meeting or Resolutions;
The Act requires the Directors to approve financial statements and present the financial statements to the Shareholders for their review and approval at an annual general meeting.

3.              Annual General Shareholder’s Meeting or Resolutions 
The Corporation must hold an annual general meeting of its Shareholders once in every calendar year and not more than fifteen months after the holding of the immediately preceding annual general meeting.
The Act requires the Shareholders’ to in an Annual Meeting or Resolutions attend to certain matters including the following:

1. Receive and review the financial statement approved by the Directors, and further information required by s. 149 of the Act;
2. If appropriate and applicable waive the requirement of an audit and audited financial statements;
3. Elect Directors of the Corporation as may be required;

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While not a requirement of the Act, in the event that an audit is waived then the annual general meeting is also used to confirm the appointment of Accountants for the Corporation as accountants and not auditors.

Also, while not a requirement of the Act, meetings or resolutions may be required for remuneration and bonuses to officers and directors, dividends to shareholders and other matters.  There may as well be additional requirements depending upon the status of the Corporation.

4.              Control Register 
Corporations incorporated under the Canada Business Corporations Act, and anticipated to be a requirement of Corporations incorporated under the Alberta Business Corporations Act, are required to keep a register of "individuals with significant control" over the Corporation.

The Corporation must take reasonable steps to inquire and for any individual that has significant control the Corporation must keep track of the following recording it in a corporate register [a "Control Register"]: 

1. Description of how the individual is considered to be an individual with significant control;
2. The individual's country of residence, complete contact information, and date of birth;
   
3. The date the individual became and ceased to be an individual of significant control.

The Corporation must update the Control Register regularly.

Directors, officers and Shareholders of the Corporation can face fines and jail time for failing to comply with the applicable requirements.

The above requirements are separate and in addition to other legal requirements of the Corporation, such as accounting, tax,  regulatory, licensing, insurance and other business requirements. 
The foregoing are some of the legal considerations involved in incorporating and there can be more to consider depending upon the particular needs of your business.

It should also be noted that in addition to the legal considerations for incorporation, there may be additional considerations such as  tax, accounting, canada revenue agency, licensing, regulatory, industry, insurance and other requirements and considerations and liabilities.

Also, there are certain professionals in Alberta that are required to incorporate "Professional Corporations" that carry with it additional considerations and requirements and liabilities.
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Incorporation isn't difficult, but there is a lot to consider, and there may well be more that you need to consider as your business and circumstances are as unique as you are.  While this information can be helpful it is not legal advice, and it is important that you get legal advice that applies to you and your circumstances,

We assist our clients in incorporating their business and determine the corporate structure that works for their business, so   ​contact us today to see how we can assist you ​with your legal needs.

 

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What is a registered office and why does my company need one?

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A corporation must file several addresses with Corporate Registries.

One of the addresses a corporation must file is a registered office and part of the public record of the corporation filed at Corporate Registries.

The Business Corporations Act [Alberta] requires that:

1. At all times a corporation has a registered office in Alberta;
2. A post office box cannot be the registered office [although it can be the corporation's address for service by mail];
3. A corporation's office must be readily identifiable from the address given and accessible to the public during normal business hours;
4. An e-mail address for Alberta Corporate registries to provide annual returns to;
5. And the corporation shall maintain the corporate records there, unless the corporation designates a records address.

It is very important to note that the registered office [as well as the address for service via mail] is the address at which the corporation can be served with legal documents, and if the documents are properly served then the corporation's receipt of the legal documents are deemed  so it is of utmost importance that the registered office [and address for service via mail] be located at a reliable mailing and business address.

We provide registered offices services, and you can  ​contact us today to see how we can assist you ​with your legal needs.

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