Corporate

What is a NUANS Report?

NUANS (Newly Upgraded Automated Name Search) is a computerized search service for the comparison of proposed corporate names or trade-marks. To federally incorporate a company in Canada, a business owner must ensure that their proposed corporate name does not infringe on other intellectual property holders. A NUANS report is required for helping to identify and avoid potential corporate name confusion.

Please bring us your proposed company name or trade-name and we will search it up for you!

Extra-provincial registration is the process of incorporation that both Canadian corporations in Canada and foreign corporations have to go through in order to do business in Canada or in various/multiple provinces or territories throughout Canada.

For more options on incorporating a business please see the following link: https://www.alberta.ca/starting-business.aspx

Give us a call or a visit, we will be more than happy to assist you every step of the way with your incorporation process.

What is a Partnership?

A partnership is created when 2 or more individuals, or 2 or more corporations, do business together as partners. All partners share in the profits and the risks or debts of the business.

A business name doesn’t have a legal existence in its own right. It’s simply a name used by one or more persons to represent their business to the public.

That means the sole proprietor or partners are personally responsible for the debts and obligations of the business.

Registering a business name doesn’t grant any right of ownership of the name. It’s simply proof that the name is being used by a particular business.

If you need help deciding if a sole proprietorship, partnership or corporation is the best form of business, it’s highly recommended you get legal advice.

There are 4 types of business names registered under the Partnership Act:

• trade name (sole proprietorship)
• partnership
• limited partnership
• limited liability partnership

Declaration of Partnership Form

What Is A Trade name?

A trade name is used when:

• an individual does business under a name other than their own personal name
• a corporation does business under a name other than its legal name

A trade name is also known as a sole proprietorship.

A business name doesn’t have a legal existence in its own right. It’s simply a name used by one or more persons to represent their business to the public.

That means the sole proprietor or partners are personally responsible for the debts and obligations of the business.

Registering a business name doesn’t grant any right of ownership of the name. It’s simply proof that the name is being used by a particular business.

If you need help deciding if a sole proprietorship, partnership or corporation is the best form of business, it’s highly recommended you get legal advice.

There are 4 types of business names registered under the Partnership Act:

• trade name (sole proprietorship)
• partnership
• limited partnership
• limited liability partnership

Declaration of Trade Name Form

Once incorporated or registered, a corporation, society, non-profit company, or trade name/partnership must register certain information with Corporate Registry on a periodic basis or when a change occurs. The following legislation indicates what information that must be filed with the Registrar of Corporations.

• Business Corporations Act - applies to Alberta corporations, extra-provincial profit and non-profit organizations
• Cemetery Companies Act - applies to Alberta cemeteries registered under this Act
• Companies Act - applies to Alberta non-profit companies
• Religious Societies Land Act - applies to Alberta religious denominations or congregations
• Partnership Act - applies to Alberta trade names (sole proprietorships) and general partnerships, Alberta and extra-provincial limited partnerships and limited liability partnerships
• Societies Act - applies to Alberta societies

Most registrations for corporations, extra-provincial non-profit organizations, and trade names/partnerships can be processed by a Corporate Registry service provider. Information for Alberta non-profit companies, societies, and religious societies must be submitted directly to Corporate Registry for registration.

Annual Returns

• Corporations, societies, non-profit companies, and limited liability partnerships must submit an annual return (report) each year.
• This document contains information about shareholders, or officers and directors, or representative partners.
• Societies and public non-profit companies must also provide financial information.
• If the annual return or report is not filed, the organization will eventually be legally dissolved or its registration will be cancelled.

Change Notices

• Alberta corporations must provide updates within 15 days when the corporation changes its registered office, mailing address, or directors.
• Extra-provincial corporations must submit updates within 30 days when there is a change of attorney, head office, or directors.
• Trade names must be updated within 30 days when there is a change to the declarant's name or address.
• Partnership updates (name of partnership, partner change, partner address change, change to limited partnership agreement) must also be submitted within 30 days.
• Society and non-profit address changes are to be submitted within 15 days of the change. The same practice applies for changes to non-profit company directors.

Fundamental Amendments

• An Alberta corporation may amend its name and any of its articles or structure information, such as share capital, restrictions on share transfers, etc.
• Alberta corporations may also continue out of Alberta and become registered/incorporated in a new jurisdiction, provide the laws of that jurisdiction permit continuance.
• Two or more Alberta corporations may amalgamate and continue as one corporation. Alberta corporations may also amalgamate with corporations from other jurisdictions, provided the laws of that jurisdiction permit cross-border amalgamation, and provided that the new amalgamated corporation will be an Alberta corporation.
• An extra-provincial corporation must notify Alberta, through an authorized service provider, when it changes its name, home jurisdiction, or structure and when it takes part in an amalgamation in its home jurisdiction.
• Society amendments, such as name, objective, or bylaw changes do not take effect until the prescribed information is filed with Corporate Registry.
• The same principle applies to non-profit company amendments, such as name change, capital amendments, and change to the memorandum or articles, and to changes of constitution or bylaws of religious societies.
• Effective September 22, 2014, a non-profit organization may apply to continue into Alberta and become an Alberta society. Likewise, an Alberta society may continue into another jurisdiction, if authorized by the appropriate law.

General Information:

Our Personal Property lean search system can search all non-real estate type property. For example, liens on automobiles, boats, aircraft and mobile homes.

We can provide search of the PPSA system either by serial number or by business or individual name.

Provided you produce the appropriate documentation we may be able to register or remove liens.

We could also provide you with a Vehicle Information Report that gives you a little more information –Vehicle Description including odometer reading; Vehicle Status ie active, rebuilt, salvage; Registration Dates and locations and plate class ie passenger, commercial; how many liens, if any are against the vehicle.

See complete list of forms at

http://www.servicealberta.gov.ab.ca/WP_PersonalPropertyForms.cfm

For property within Alberta, we can provide a Land Title Search which will show the ownership and any encumbrances against the property.

Please note: By law, registry agents are not able to make changes to the title information such as removing mortgages or liens. This can only be done at the Land Title Office, located at 710 4th Avenue SW. Calgary. You may phone (403) 297-6511 in Calgary or (780) 427-2742 in Edmonton.

Land Transfer form

http://www.servicealberta.gov.ab.ca/pdf/ltmanual/TRANSFER_OF_LAND.pdf

See complete list of forms at

https://www.alberta.ca/service-alberta.aspx

Corporate Searches

A Corporate Search is a copy of the information registered in the Alberta Corporate system for an Alberta Corporation.

Information included in a search:

• Name and registered address of company
• Director and shareholder information and share structure
• Registration date and any affiliated companies
• Status of corporation ie: active/liquid/dissolved

We require the company's name to do the search.