If you’re planning to start a business in Alberta, the fundamental process of establishing it is similar across Canada. However, the specific requirements may vary from province to province and territory to territory. This guide will outline the steps involved in registering your new sole proprietorship, partnership, or corporation in Alberta. Additionally, please note that this article focuses solely on incorporating a for-profit business in Alberta.
Choose a Form of Business Ownership
When beginning a business in Alberta, or any other part of Canada, the initial step is to determine the legal structure for your business. In Canada, there are four options available: a sole proprietorship, a partnership, a corporation, and a cooperative.
After you have made a decision on the type of business entity you wish to establish, you are prepared to select a name for your newly formed business.
Choose a Business Name
The name you decide on will vary depending on the type of business you have. Each form of business ownership has specific restrictions on naming.
For instance, if you opt to establish your business as a sole proprietorship using solely your own name, without any additional words, there is no requirement to register your business in Alberta.
However, if you wish to run a sole proprietorship under a name other than your own, or if you plan to form a partnership or corporation, you must get your chosen name approved by the provincial Corporate Registry. In Alberta, the name used for a sole proprietorship is also known as a trade name.
Registering the Business Name
In order to run a sole proprietorship using a name other than your own, or to operate a partnership, limited partnership, or limited liability partnership (LLP) in Alberta, it is necessary to register a business name. However, certain professions like lawyers, accountants, and dentists can only form and register an LLP partnership. Additionally, businesses registered as corporations must undergo the registration process.
It is important to note that registering a business name does not grant you ownership rights to the name itself. In fact, multiple businesses can operate under the same trade name since there is no legal requirement for trade or partnership names to be unique. LLP names, on the other hand, must be unique when registering a business name for an LLP in Alberta. To avoid potential trademark and legal issues in the future, it is advisable to conduct a thorough search before registering a business name.
In Alberta, business name registration does not involve filling out a form. Instead, all corporate registry information is directly inputted into the Corporate Registry computer system (CORES). However, if you want a copy of the form to ensure you have all the necessary information for your authorized service provider, you can download the Declaration of Trade Name form from the Alberta Corporate Registry website.
Many of the services offered by the province’s Corporate Registry have been outsourced to private sector firms. Due to this, it is important to ensure that your authorized service provider can offer the specific Corporate Registry service you require. It is also recommended to compare prices from different providers, as fees are not regulated by the government and may vary between offices.
Declaring a trade name is considered a basic service, so any authorized service provider should be able to assist with this process. You can search for a Registry Agent online or refer to the Registry Agent Product Catalogue for detailed descriptions of services and fees. The Alberta Business Service Centre suggests a sample fee of $40 to $50 for a trade name declaration.
When it comes to choosing and registering a business name for a corporation, the process becomes slightly more complex. Corporate names must include a legal element, such as Ltd. or Inc., and these names are granted only once. If you plan to establish an incorporated company with a “named” name (as opposed to a “numbered” name), you will also need a NUANS Report. This report verifies that no other entity shares the same name. If your corporation has a “named” name, you might also consider forming a Professional Corporation if it applies to your profession.
Assuming your chosen name passes the necessary checks, you must provide either an original or carbon copy of the NUANS Report to the accredited service provider at the time of incorporation. The report must be less than 91 days old when submitted.
Registering a Corporation in Alberta
If you’re registering a sole proprietorship or partnership, you’re done after completing step three. However, for registering a corporation, the process is more time-consuming and expensive.
To register an Alberta corporation, you’ll need to provide a name and address for the company, describe its structure, specify the type of corporation you want to establish, and provide information about the directors, including their names, addresses, and Canadian residency status. The type of Alberta corporation you select will depend on the number of shareholders involved and whether the corporation plans to distribute shares to the public. There are three categories to choose from:
- Corporations with fewer than 16 shareholders
- Corporations with 16 or more shareholders that don’t issue public shares
- Corporations with 16 or more shareholders that do issue public shares
The last category is the most heavily regulated type of Alberta corporation. For more information on these types and choosing a name for an Alberta corporation, you can refer to the information provided by Service Alberta about Corporations.
Regardless of whether you’re registering a new corporation, conducting an extra-provincial registration, or registering a society or non-profit company, the basic process for business registration remains the same. Once you’ve done a NUANS search to validate your chosen name, you’ll need to take the NUANS report to an accredited service provider. It’s worth noting that every extra-provincial corporation, regardless of if it was incorporated elsewhere, must register in Alberta within thirty days of conducting business there. This includes federally incorporated corporations.
Reviewing the relevant forms for incorporating in Alberta on the Alberta Corporate Registry website will help you gather all the necessary information before visiting an accredited service provider and going through the corporation registration process.
The cost of incorporating in Alberta will vary depending on the service provider you choose, as fees are not standardized. The service provider will carefully examine the information you provide to ensure its completeness and compliance with the legal requirements for Alberta corporations. If everything is in order, they will process your application and issue a certificate of incorporation to confirm the registration.
Regardless of the type of business you choose, it’s advisable to seek guidance from professionals who have experience in setting up businesses. In addition to consulting a lawyer or notary public, it may be wise to discuss your situation with an accountant who can provide advice on the most suitable form of business for your needs.
Need more information? CBES is here to assist you; feel free to contact us for expert guidance.