Extra-Provincial Incorporation in Alberta

Do you need to Incorporate or Register in Alberta?

If you operate a business which is incorporated federally or in another province of Canada, and you do business in Alberta, you will need to incorporate a new company OR register your existing corporation in Alberta. Many companies will choose to register extra-provincially because it means only one corporation to look after.

What does it mean to “do business” in Alberta?

The Alberta Business Corporations Act is very clear about which conditions require registration or incorporation in Alberta. If any of the following apply to your company, you need to register or incorporate in Alberta within 30 days:

• The name of the company, or any name under which it carries on business, is listed in a telephone directory anywhere in Alberta
• The company advertises services which an address in Alberta is given for the extra-provincial corporation
• The company has a resident agent, representative, warehouse, office, or place of business in Alberta
• The company solicits business in Alberta
• The company owns an estate or has interest in land in Alberta
• The company is licensed or registered, or required to be licensed or registered, under any Act of Alberta allowing it to carry on business
• The company is, in respect of a public vehicle as defined in the Alberta Motor Transport Act, the holder of a certificate of registration under the Alberta Motor Vehicle Administration Act, unless it neither picks up nor delivers goods or passengers in Alberta
• The company holds a certificate issued by the Alberta Motor Transport Board, unless it neither picks up nor delivers goods or passengers in Alberta
• The company otherwise carries on business in Alberta

In short, if your company is operating in Alberta in any way and you think you may be required to incorporate or register in Alberta, you probably do. If you are unsure, we advise that you consult a lawyer who can offer legal advice. Registries are permitted to offer only general information and we cannot give you advice specific to your situation.

Incorporation or Registration?

“Incorporation” creates a new legal entity, while “registration” registers the existing corporation, whether profit or non-profit, in Alberta so it can carry on operations.  Once your corporation is registered, it must still be maintained in the home jurisdiction. This may result in more complicated and expensive legal and accounting fees.

Registration

 Register Extra-Provincially using Corporate Name from Home Jurisdiction

Before you can register your extra-provincial corporation in Alberta, you will need to make sure your existing company name is available.  The only way to find out if the corporation’s name is available in Alberta is to obtain a NUANS Report (Alberta Name Reservation Report).

The NUANS Report must be less than 91 days old and must contain all 6 pages.  Either the original or a carbon copy is acceptable.  This requirement is not applicable to Federal (Canada) corporations.

Alternative Name

If your existing corporate name is not available in Alberta, or if your corporate name is very similar to an existing name found on the NUANS Report, the extra-provincial corporation may register with an assumed name.  East Calgary Registry can help you with performing a second NUANS Report for the assumed name.

If you have a numbered company in your home jurisdiction, it may be possible to use this numbered company “name” in Alberta as well.

Please complete Notice of  Extra-Provincial Incorporation Adoption/Change/Cancellation of Assumed Name form.

Attorney-for-Service

After registering extra-provincially in Alberta, you will need to appoint an attorney for service.  This is a person who represents your corporation in Alberta.  Contrary to what the name implies, this person does not have to be an attorney.

Documentation

Finally, you will be required to submit copies of your charter documents from the home jurisdiction.  These are copies of documents that were given to you when this corporation was formed.  These documents must be certified to be true copies by a company official, a notary public under seal, or a government official. If your corporation was formed outside of Canada and the charter is not written in English, you will need an English translation of the documents, certified by a company official or notary public. We can provide referrals for this service as well if needed.

Please submit these with the Statement of Extra-Provincial Registration form.

Extra-Provincial Registration Fees

The cost to register extra-provincially is $410. Please note that a NUANS report may be required, at an additional cost of $45 plus GST.