There are many types of possible business structures that you can use when you start your own business.  One type of business structure is a corporation, which can be done at the federal or provincial level.  Corporations are recognized as separate and distinct legal entities at law which are separate from their shareholders. Corporations have many rights including the ability to enter contracts, loan and borrow money, sue or be sued in legal actions, own assets, hire employees, pay taxes, and incur liabilities.  This article focuses on setting up an Alberta corporation.

What are the steps required to incorporate my business in Alberta?

The following is a list of requirements to form a corporation in Alberta:

  • Obtain professional tax advice on structuring the corporation.
  • Choose a name for your corporation. You may choose to incorporate a ‘named corporation’ or a ‘numbered corporation’. If you choose a numbered corporation, Corporate Registry will assign a number to your corporation (i.e. 123456 Alberta Ltd.). If you choose to incorporate a named corporation, you will need to purchase and review a NUANS report to ensure that the proposed name of your corporation is not identical, or too similar to, an existing named corporation.  Consider whether to obtain a registered trade-mark to protect your corporation’s name.  The name must have a distinctive, descriptive, and legal element (i.e. ABC Manufacturing Ltd. or XYZ Supplies Inc.)
  • Create Articles of Incorporation. The Articles will determine the legal structure of your corporation, set out classes of shares authorized to be issued and their corresponding rights. You may wish to create several classes of shares, such as common shares and preferred shares, with different rights attached to each class.  At a minimum, your corporation must have one class of shares with the right to vote, the right to receive dividends, and the right to receive the remaining property of the corporation upon dissolution.  These rights can also be divided between the different classes of shares.
  • Choose an address for your corporation’s registered office, records address, and mailing address (if the registered office does not accept mail delivery); each address must be located in Alberta.
  • Elect or appoint at least one initial Director. The full name and mailing address of each Director is required.  Directors must be adults and at least one quarter of the board of directors must be resident in Canada.
  • Send all forms to Corporate Registry to apply to incorporate your business, including:
    • Notice of Address (advises of registered office, records office and mailing address); and
    • Notice of Directors.
  • Create Corporate Bylaws.
  • Prepare Directors’ and Shareholders’ Organizational Meeting and Corporate Resolutions. Organizational meetings and resolutions are required to properly organize and set up the structure of the corporation.
  • Prepare a Unanimous Shareholders Agreement (“USA”) (recommended). A USA is an agreement among all shareholders of a corporation and acts to restrict the powers of the directors and increase the powers of the shareholders to manage the business affairs of the corporation. It is strongly recommended that you seek professional legal advice for this step.

If you are interested in incorporating your business, we welcome you to contact a member of Parlee McLaws’ Business and Corporate team for further information.


This post is intended to provide general information concerning developments in the law and is not intended to provide legal advice in respect of any particular situation.