Corporate Maintenance

Corporate Maintenance - Annual Returns

Annual Return Filing

Maintain your corporation’s active status with timely annual return submissions.

Change of Director / Shareholder

Update corporate records to reflect new appointments, resignations, or ownership changes.

Change of Address

File updates to your registered office, records address, or mailing address.

Change of Agent for Service

Appoint or update your Alberta agent for service.

Name Change (Articles of Amendment)

Amend your corporation’s legal name and update all registry records.

Share Structure Change

Modify your corporation’s share classes, rights, or restrictions.

Amend Partnership / Limited Partnership / LLP

Update partner information, business addresses, or structural changes for all partnership types.

Dissolving a Company

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:

  • the name of the company
  • the corporate access number
  • the new jurisdiction the corporation intends to continue to
  • the full details of the director requesting the continuance (including their name and address)

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:

  • the name of the company
  • the corporate access number.
  • Certificate of Continuance and/or articles of continuance from the new jurisdiction
  • the name of the new jurisdiction
  • current name of the corporation, if different from above
  • date of continuance into the new jurisdiction
  • registration number in the new jurisdiction

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. 

Reviving a Struck Corporation

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

  • Articles of revival
  • Notice of address
  • Notice of directors
  • Notice of Agent for Service/Change of Agent for Service for Alberta or Extra-Provincial Corporation
  • Annual Return(s) – An Annual Return for each year in which an annual return was not submitted before and after the corporation’s dissolution.
  • Alberta NUANS report – If the corporation has been dissolved for 3 or more years, provide an Alberta NUANS report to find out whether any similarly named corporations were formed after your corporation was dissolved.

 

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 particular 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.

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