Limited
corporation
The word 'limited' at the end of a corporation's
name implies that liability of the corporation's shareholders is
limited to the money they paid to buy the shares. By contrast, ownership
by sole proprietor or partnership carries unlimited personal legal
responsibility for debts incurred by the business.
How is a limited corporation
formed?
To form a limited corporation, you must provide
a corporate name and address, describe the structure, identify the
'type' of corporation and provide director information. The following
information is provided to assist you in this process.
Corporate Names
There are different types of names. You can have
a "named" name, such as ABC Holdings Ltd., or a "numbered"
name, such as 123456 Alberta Ltd.
"Named" Names
Legal Elements
A "named" name should consist of three parts, or elements.
The first part is usually the distinctive element. In the example,
"Art Holdings Ltd.", the distinctive element is "Art".
This part should set your name apart from other names, making it
easy to remember. The second part describes what the corporation
does or is. In our example, "Holdings" is the descriptive
element. The third part is the legal element - our legal element
in this case is "Ltd." There are other legal elements,
one of which must be in your corporation's name. Accepted legal
elements are:
- Limited
-
Limitee
-
Ltee
-
Ltd.
-
Corp.
-
Corporation
-
Inc.
-
Incorporated
-
Incorporee
Professional
Corporations
Another type of "named" name corporation is a "Professional
Corporation" which is a corporation specifically formed for
one of the following types of professions:
- law
-
medicine
-
dentistry
-
optometry
-
chiropractic
-
chartered accountant
-
certified management accountant
-
certified general accountant
This type of corporation will have the person's name, followed by
the term "professional corporation". An example of a professional
corporation's name would be "John Smith Professional Corporation".
Nuans Reports
A NUANS Report for a "named" name is required to ensure
that no one else has the identical name. If the report shows similar
names, you will have to decide if the name you want is too close
to the other names listed on the NUANS
report. These other businesses may feel very strongly about
you using a name similar to theirs and they do have the right to
object to the Registrar of Corporations. The Registrar can force
you to change the name of your corporation, so pick your name carefully.
Alternately, the other company may have incurred debts or have an
undesirable reputation that you may not want your customers to associate
to your company. For further information, please refer to the Business
Corporations Act and Regulations for rules on Corporate Names.
The NUANS
Report is submitted to an accredited service provider at the
time of incorporation and must be less than 91 days old and contain
all 6 pages. Either the original or the carbon copy is acceptable.
"Numbered" Names
A "numbered" name is also comprised of
three parts - the numbered part, which is assigned by Corporate
Registry, the word "Alberta", and your choice of one of
the legal elements. A NUANS report is not necessary for a numbered
name.
To incorporate with a "numbered" name,
you must specifically request this type of name through the authorized
service provider that you have selected.
Corporation Structure
Once a name has been decided, the next step is to
choose the structure of your corporation. If you are unsure of what
you want, it is a good idea to do some research by visiting a library,
looking in the business section of a bookstore, or talking to a
lawyer, who will be able to advise you.
You should understand and know what the following
terms mean as each must be addressed as part of the incorporation
process:
- share
structure
-
any restrictions on the transfer of shares between different parties
-
the number of directors in the corporation
-
any restrictions on the type of business that the corporation
may conduct
-
any other rules or provisions that the incorporator wishes to
include
Corporation
Type
There are three types of corporations which may
be formed:
- Corporations
with 15 or less shareholders - these are the most common corporations
in Alberta and have the least amount of regulation.
-
Corporations with 16 or more shareholders which do not let the
general public have any shares - these corporations must prepare
shareholders' lists for meetings and comply with various sections
of the Business Corporations Act.
-
Corporations with 16 or more shareholders which do distribute
shares to the public - this type of corporation is subject to
the most regulation. It must file financial statements and other
documentation with the Alberta Securities Commission.
Where do I go to incorporate?
Once you have gathered all of the required information,
you can submit your order online.
We will examine your information, and if it meets the current legislated
requirements, will process the request and issue you a certificate
of incorporation as proof that the registration has occurred.
If
you have any questions or require additional information please
click here
Incorporate
your business here
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