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
NamesThere
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" NamesA "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
StructureOnce
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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