Annual Returns are a yearly filing requirement for corporations, societies, and other legal entities. The primary purpose of the document is to confirm the legal entity still exists and to provide current information about the shareholders, directors, or officers. Certain legal entities are also required to submit financial information with the annual return.
As an example, if your business was incorporated in January, the following January, you will be expected to file your first annual return. If you do not file your annual return within another full calendar year, your business will move into “Start” status 60 days after your second annual return is due (that is two years after you first incorporated). Once your business is in “Start,” you have 120 days to file due annual returns, or your business will be “Struck” from the Corporate Registry. You have 1 ½ years from the date your first annual return is due to file before your company is “Struck” or 2 ½ from the date you first incorporated.
Dissolving a company or moving out of the province:
Voluntary Dissolution:
A corporation can be voluntarily dissolved by its shareholders. This involves passing a special resolution and filing the necessary documents with the Corporate Registry.
Involuntary Dissolution:
The Registrar may dissolve a corporation if it fails to comply with certain legal requirements, such as filing annual returns or maintaining a registered office.
Filing Requirements:
To dissolve a corporation, you need to file specific forms, including Articles of Dissolution and a Notice of Address. These forms must be submitted to the Corporate Registry. Email us to obtain the necessary forms at services@newurbanregistry.com
Distribution of Assets:
Before dissolving, the corporation must distribute its assets to its creditors and shareholders. This ensures that all debts are paid, and any remaining assets are fairly distributed.
Once the dissolution is approved, the corporation ceases to exist as a legal entity. The Corporate Registry will issue a Certificate of Dissolution to confirm the process is complete.
Continuance Letter Out of Province (Canadian jurisdictions):
Part 1:
To continue your incorporation outside of Alberta, you need to request a continuance letter from the registry agent. You must provide the following information:
Once the continuance is approved, we will issue a letter of continuance. This letter must be submitted to your new jurisdiction.
Part 2:
After completing the continuance to the new jurisdiction, you will need to provide the following information to a registry agent:
Once this process is complete, a Certificate of Discontinuance will be issued. Please contact us at services@newurbanregistry.com for more information about this process.
In Alberta, any interested person may apply to the Registrar within 10 years after the date of dissolution to have the corporation revived.
An interested person is defined as anyone who
(i) has had monetary or legal rights affected by the corporation’s dissolution by someone such as a director, shareholder, or creditor and/or
(ii) had a direct relationship with the corporation prior to dissolution
When applying for revival through the Registrar, the forms required include
A corporation is revived on the date shown on the Certificate of Revival, and subject to any reasonable terms that the Registrar may impose and to rights any person acquires prior to the revival, the corporation is deemed to have continued in existence as if it had not been resolved.
Revivals can also be applied for at the Court of King’s Bench of Alberta within 10 years after the date of dissolution for an order reviving a body corporate. An Order granted by the Court may revive the body corporate for the purpose of carrying out acts specified in the Order, and the Order shall state the revival remains in effect for a specific time limited by the Order.
If you are interested in reviving a Corporation in Alberta, please contact the New Urban Registry at services@newurbanregistry.com, and we can help guide you through the process.
