Continuing into Alberta is very different from Extra Provincially Registering. To continue into Alberta, you are intending on closing up shop in your home jurisdiction and bringing the company to Alberta. In order to do this, you will have a few requirements to meet first.
Letter or Certificate of ApprovalThe first thing you must do is obtain a Letter or Certificate of Approval from your current jurisdiction. This letter is essentially written permission for you to transfer your company to Alberta. It is obtained from the Corporate Registries responsible for your home jurisdiction.
NUANS ReportOnce you've determined that your corporation must be continued into Alberta, the next step is to find out if your corporation's name is available for use in Alberta. An extra-provincial corporation registers using its name from the home jurisdiction. The only way to find out if the corporation's name is available in Alberta is to obtain a NUANS 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.
DocumentationFinally, 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. They include:
- A statute, ordinance, or other law incorporating an extra-provincial corporation, as amended from time to time.
- Letters patent of incorporation and any letters patent supplementary to them.
- A memorandum of association, as amended from time to time.
- Any other instrument of incorporation, as amended from time to time.
- Any certificate, licence, or other instrument evidencing incorporation.
- All amendments.
These documents do not include:
- Bylaws
- Articles of Association
- Rules
- Regulations relating to the management and affairs of the corporation
- Internal regulations
TranslationIf your corporation was formed outside of Canada and these documents are in a foreign language (i.e., not English or French), you will need an English translation of the charter, certified by a company official or notary public.
Notice of Address (Form available here)
Every corporation must have a Registered Office within Alberta, which is a place for service by delivery and must be accessible to the public during normal business hours. A rural route number or a post office box is not acceptable, as these do not identify the location of the Registered Office. If no street address is available, a legal land description is acceptable, provided that an Address for Service by Mail is completed with a post office box or rural route number.
If the Corporation's records are to be kept at a location which differs from its Registred Office, this address should be set out. A post office box or rural route number are not acceptable for the Records Office.
If the Registered Office address is not a mailing address, and address for service by mail must be set out here (Rural Route or Box number ONLY).
Please note: The Registered Office, Records Address, and Mailing Address MUST be in Alberta.
Notice of Directors (Form available here)
Director(s) at Present - The Directors' full names, complete addresses, including postal codes, and a statement as to whether or not they are a resident Canadians must be set out.
Resident Canadians – At least one quarter or 25% of the board of directors are resident Canadians.
