BUSINESS CORPORATIONS ACT (RSA 2000 cB-9)

RSA 2000 cB-9

Alberta — Consolidated Statutes

© Published by Alberta King’s Printer Alberta King’s Printer Suite 700, Park Plaza 10611 - 98 Avenue Edmonton, AB T5K 2P7 Phone: 780-427-4952 E-mail: kings-printer@gov.ab.ca Shop on-line at kings-printer.alberta.ca Province of Alberta Office Consolidation Revised Statutes of Alberta 2000

Chapter B-9 Current as of December 7, 2023 BUSINESS CORPORATIONS ACT

Copyright and Permission Statement The Government of Alberta, through the Alberta King’s Printer, holds copyright for all Alberta legislation. Alberta King’s Printer permits any person to reproduce Alberta’s statutes and regulations without seeking permission and without charge, provided due diligence is exercised to ensure the accuracy of the materials produced, and copyright is acknowledged in the following format: © Alberta King’s Printer, 20__.* *The year of first publication of the legal materials is to be completed.

Note All persons making use of this consolidation are reminded that it has no legislative sanction, that amendments have been embodied for convenience of reference only. The official Statutes and Regulations should be consulted for all purposes of interpreting and applying the law. Amendments Not in Force This consolidation incorporates only those amendments in force on the consolidation date shown on the cover. It does not include the following amendments: 2023 c3 s5 amends ss156 and 159(1).

Regulations The following is a list of the regulations made under the Business Corporations Act that are filed as Alberta Regulations under the Regulations Act Alta. Reg. Amendments Business Corporations Act Business Corporations .................................... 118/2000 ......... 231/2000, 191/2001, 206/2001, 251/2001, 83/2005, 218/2005, 35/2007, 68/2008, 104/2009, 31/2012, 105/2012, 170/2012, 125/2013, 146/2015, 115/2017, 10/2019, 128/2019, 86/2022, 216/2022, 98/2023, 101/2024

1 BUSINESS CORPORATIONS ACT

Chapter B-9 Table of Contents

Part 1

Interpretation and Application 1

Definitions 1.1 Application 2 Relationship of corporations 3 Distribution to the public 4 Execution in counterpart

Part 2 Incorporation 5 Incorporation 6 Articles of incorporation 7 Delivery of articles of incorporation 8 Certificate of incorporation 9 Effect of certifica te of incorporation 1 0 Corporate name 1 1 Assignment of name 1 2 Prohibited names 1 3 Direction to change corporate name 1 4 Certificate of amendment 1 5 Pre-incorporation contracts

Part 2.1 Special Rules Respecting Unlimited Liability Corporations 15.1 Definition 15.2 L i a b i l i t y 15.3 Articles of incorporation, etc. 15.4 Corporate name 15.5 Continuance of extra-provincial corporation

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Chapter B-9 BUSINESS CORPORATIONS ACT 2 15.6 Conversion from unlimited liability corporation to limited corporation 15.7 Continuation of actions after dissolution 15.8 Names of unlisted shareholders 15.9 Warning on certificate

Part 3 Capacity and Powers 1 6 Capacity of a corporation 16.1 Waiver of business interests 1 7 Restriction on powers 1 8 No constructive notice 1 9 Authority of directors, officers and agents

Part 4 Registered Office, Agent for Service, Records and Seal 2 0 Registered office, records office, address for service by mail 20.1 Agent for service 20.2 Alternative agent for service 2 1 Corporate records 2 2 Additional copies to Registrar 2 3 Access to corporate records 2 4 Form of records 2 5 Corporate seal Transitional Provision 25.1 Transitional provision

Part 5 Corporate Finance 2 6 Shares and classes of shares 2 7 Issue of shares 27.1 Splitting of shares 2 8 Stated capital accounts 2 9 Shares in series 3 0 Shareholder ’s pre-emptive right 3 1 Options and other rights to acquire securities 3 2 Prohibited share holdings 3 3 Exception 3 4 Acquisition by corporation of its own shares 3 5 Alternative acquisition by corporation of its own shares 3 6 Redemption of shares

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Chapter B-9 BUSINESS CORPORATIONS ACT 3 3 7 Donated and escrowed shares 3 8 Other reduction of stated capital 3 9 Adjustment of stated capital account 4 0 Repayment, acquisi tion and reissue of debt obligations 4 1 Enforceability of contra ct against corporation 4 2 Commission on sale of shares 4 3 Dividends 4 4 Form of dividend 4 5 Financial assistance 4 6 Shareholder immunity

Part 6 Security Certificates, Registers and Transfers 4 7 Transfers of securities 4 8 Security certificates 4 9 Securities records 5 0 Dealings with registered ho lders and transmission on death 5 1 Overissue

Part 7 Trust Indentures 8 1

Interpretation and application 8 2 Conflict of interest 8 3 Qualification of trustee 8 4 List of security holders 8 5 Evidence of compliance 8 6 Contents of declaration 8 7 Further evidence of compliance 8 8 Trustee may require evidence of compliance 8 9 Notice of default 9 0 T r u s t e e’s duty of care 9 1 T r u s t e e’s reliance on statements 9 2 No exculpation of tr ustee by agreement

Part 8 Receivers and Receiver-Managers 9 3 Functions of receiver 9 4 Functions of receiver-manager 9 5 Directors ’ powers during receivership 9 6 Court-appointed receiv er or receiver-manager 9 7 Duty under debt obligation 9 8 Duty of care 9 9 Powers of the Court

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Chapter B-9 BUSINESS CORPORATIONS ACT 4 100 Duties of receiver and receiver-manager

Part 9 Directors and Officers 101 Directors 102 Bylaws 103 General borrowing powers 104 Organization meeting 105 Qualifications of directors 106 Election and appointment of directors 107 Cumulative voting 108 Ceasing to hold office 109 Removal of directors 110 Attendance at meetings 111 Filling vacancies 112 Change in number of directors 113 Notice of change of directors 114 Meetings of directors 115 Delegation to managing director or committee 116 Validity of acts of directo rs, officers and committees 117 Resolution instead of meeting 118 Liability of directors and others 119 Directors ’ liability for wages 120 Disclosure by directors and o fficers in relation to contracts 121 Officers 122 Duty of care of directors and officers 123 Dissent by director 124 Indemnification by corporation 125 Remuneration

Part 10 Insider Trading 126

Definitions 127,128 Deemed insiders 129 Business combination defined 130 Civil liability of insiders

Part 11 Shareholders 131 Shareholders ’ meetings 132 Calling meetings 133 Record dates 134 Notice of meeting, adjournment, business and notice of business

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Chapter B-9 BUSINESS CORPORATIONS ACT 5 135 Waiver of notice 136 Shareholder proposals 137 Shareholder list 138 Quorum 139 Right to vote 140 Voting 141 Resolution instead of meetings 142 Meeting on requisition o f registered holders or beneficial owners of shares 143 Meeting called by Court 144 Court review of election 145 Pooling agreement 146 Unanimous shareholder agreement

Part 12 Proxies 147

Definitions 148 Appointing proxyholder 149 Mandatory solicitation 150 Soliciting proxies 151 Exemption orders 152 Rights and duties of proxyholder 153 Duties of registrant 154 Court orders

Part 13 Financial Disclosure 155 Annual financial statements 156 Exemption 157 Consolidated statements 158 Approval of financial statements 159 Copies to shareholders 160 Copies to Execu tive Director 161 Qualification of the auditor 162 Auditor ’s appointment and remuneration 163 Dispensing with auditor 164 Auditor ceasing to hold office 165 Removal of auditor 166 Filling vacancy 167 Court-appointed auditor 168 Rights and liabilities o f auditor or former auditor 169 Auditor ’s duty to examine 170 Auditor ’s right to information

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Chapter B-9 BUSINESS CORPORATIONS ACT 6 171 Audit committee 172 Qualified privilege

Part 14 Fundamental Changes 173 Amendment of articles 174 Constrained shares 175 Proposal for amendment 176 Class votes 177 Delivery of articles of amendment 178 Certificate of amendment 179 Effect of certificate 180 Restated articles of incorporation 181 Amalgamation 182 Amalgamation agreement 183 Shareholder approval of amalgamation agreement 184 Vertical and horizontal short form amalgamation 185 Delivery of articles of ama lgamation and statutory declaration to Registrar 186 Effect of certifica te of amalgamation 187 Amalgamation of Alberta corpo ration and extra-provincial corporation where one is wholly-owned subsidiary of the other 188 Continuance of an extra-provincial corporation as an Alberta corporation 189 Continuance of an Alberta corpor ation into another jurisdiction 190 Extraordinary sale, lease or exchange 191 Shareholder ’s right to dissent

Part 15 Corporate Reorganization and Arrangements 192 Articles of reorganization resulting from court order 193 Court-approved arrangements

Part 16 Take-over Bids - Compulsory Purchase 194

Definitions 195 Compulsory acquisition of shares of dissenting offeree 196 Offeror ’s notices 197 Surrender of share certif icate and payment of money 198 Offeree corporation ’s obligations 199 Offeror ’s right to apply 200 No security for costs 201 Procedure on application

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Chapter B-9 BUSINESS CORPORATIONS ACT 7 202 Court to fix fair value 203 Power of Court 204 Final order 205 Additional powers of Court 206 Corporation ’s offer to repurchase its own shares

Part 17 Liquidation and Dissolution 206.1 Definition 207 Staying proceedings 208 R e v i v a l 210 R e v i v a l 211 Dissolution by directors or s hareholders in special cases 212 Voluntary liquidation and dissolution 213 Dissolution by Registrar 214 Dissolution by court order 215 Other grounds for liquidati on and dissolution pursuant to court order 216 Application for court supervision 217 Show cause order 218 Powers of the Court 219 Commencement of liquidation 220 Effect of liquidation order 221 Appointment of liquidator 222 Duties of liquidator 222.1 Publication of notice 223 Powers of liquidator 224 Final accounts and discharge of liquidator 225 Shareholder ’s right to distribution in money 226 Custody of records after dissolution 227 Continuation of actions after dissolution 228 Unknown claimants 229 Property not disposed of

Part 18 Investigation 230 Definition 231 Court order for investigation 232 Powers of the Court 233 Powers of inspector 234 Hearings by inspector 235 Compelling evidence 236 Absolute privilege

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Chapter B-9 BUSINESS CORPORATIONS ACT 8 237 Solicitor-client privilege 238 Inspector ’s report as evidence

Part 19 Remedies, Offences and Penalties 239

Definitions 240 Commencing derivative action 241 Powers of the Court 242 Relief by Court on the ground of oppression or unfairness 243 Court approval of stay, dismissa l, discontinuance or settlement 244 Court order to rectify records 245 Court order for directions 246 Refusal by Registrar to file 247 Appeal from decision of Registrar or Commission 248 Compliance or restraining order 249 Application to Court 250 Appeals from court orders 251 Offences relating to reports, returns, etc. 252 General offence 253 Order to comply 254 Security for costs

Part 20 General 255 Sending of notices and document s to shareholders and directors 256 Notice to and service on a corporation 257 Notice to and servi ce on the Commission 257.1 Orders re

section 3(3) or 151(a) 257.2 Commission orders, decisions or determination 258 Waiver of notice 259 Certificate of Regist rar as evidence 260 Certificate of corporation as evidence 261 Copies 262 Proof required by Registrar 263 Appointment of Registrar, service 264 Registrar ’s publication 265 Agreements regarding payment of fees 266 Regulations 267 Issuing of certificates by Registrar 268 Annual return 268.1 Certificate of status 269 Alteration of documents 270 Errors in certificates

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Chapter B-9 BUSINESS CORPORATIONS ACT 9 271 Inspection and copies 272 Records of Registrar

Part 21 Extra-provincial Corporations and Extra-provincial Matters 276

Definitions 277 Carrying on business in Alberta 278 Application Division 1 Registration 279 Requiremen t to register 280 Application for registration 282 Name of extra-provincial corporation 283 Registration by pseudonym 284 Certificate of registration 285 Cancellation of registration 286 New certificate of registration Division 2 Information 287 Use of corporate name 288 Agent for service of an extr a-provincial corporation 289 Changes in charter, head office, directors 290 Filing of instrument of amalgamation 291 Notices and returns respecting liquidation 292 Annual and other returns 293 Certificate of compliance Division 2.1 Special Rules Respecting Extra-provincial Matters 293.1

Definitions 293.2 Agreements 293.3 Regulations 293.4 Regulation prevails Division 3 Capacity, Disabilities and Penalties 294 Validity of acts 295 Capacity to commence and maintain legal proceedings 296 General penalty

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Section 1

Chapter B-9 BUSINESS CORPORATIONS ACT 10

Part 22 Other Extra-provincial Legal Entities 297 Definition 298 Application of

Part 299 Regulations HER MAJESTY, by and with the advice and consent of the Legislative Assembly of Alberta, enacts as follows:

Part 1

Interpretation and Application

Definitions 1 In this Act, (a) “affairs” means the relationships among a corporation, its affiliates and the shareholders, directors and officers of those bodies corporate, but does not include the business carried on by those bodies corporate; (b) “affiliate” means an affilia ted body corporate within the meaning of

section 2(1); (b.1) “agent for service” mean s an agent for service appointed by a corporation under

section 20.1 or by an extra-provincial corporation under

section 288; (c) “Alberta company” means a body corporate incorporated and registered under the Companies Act or any of its predecessors; (d) “articles” means the original or restated articles of incorporation, articles of amendment, articles of amalgamation, articles of continuance, articles of reorganization, articles of arrangement, articles of dissolution and articles of revival and includes an amendment to any of them; (e) “associate”, when used to indicate a relationship with any person, means (

i) a body corporate of which that person beneficially owns or controls, directly or indirectly, shares or securities currently convertible into shares carrying more than 10% of the voting rights under all circumstances or under any circumstances that have occurred and are continuing, or a currently exercisable option or right to purchase those shares or those convertible securities,

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Chapter B-9 BUSINESS CORPORATIONS ACT 11 (ii) a partner of that perso n acting on behalf of the partnership of which they are partners, (iii) a trust or estate in which that person has a substantial interest or in respect of which that person serves as a trustee or in a similar capacity, (iv) a spouse or adult interdep endent partner of that person, or (

v) a relative of that person or of that person’s spouse or adult interdependent partner if that relative has the same residence as that person; (f) “auditor” includes a partnership of auditors; (g) “beneficial interest” means an interest arising out of the beneficial ownership of securities; (h) “beneficial ownership” in cludes ownership through a trustee, legal representative, agent or other intermediary; (i) “body corporate” includes a company or other body corporate wherever or however incorporated; (j) “Canada corporation” means a body corporate incorporated by or under

an Act of the Parliament of Canada; (k) “Commission” means the Alberta Securities Commission; (k.1) “contact information” includes a person’s address and, i f requested by the Registrar, a person’s telephone number and email address; (l) “corporation” means a body corporate incorporated or continued under this Act and not discontinued under this Act; (m) “Court” means the Court o f King’s Bench of Alberta; (n) “debt obligation” means a bond, debenture, note or other evidence of indebtedness or guarantee of a corporation, whether secured or unsecured; (o) “director” means a person occupying the position of direct or by whatever name called and “directors” and “board of directors” includes a single director; (

p) repealed 2021 c18 s2;

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Chapter B-9 BUSINESS CORPORATIONS ACT 12 (p.1) “electronic means”, in res pect of attending or holding a meeting, means a method of electronic or telephonic communication that enables all persons attending the meeting to hear and communicate with each other instantaneously, including, without limitation, teleconferencing and computer network-based or internet- based communication platforms; (q) “Executive Director” means the Executive Director of the Commission as defined or otherwise provided for under the Securities Act; (r) “extra-provincial corpora tion” means a body corporate (

i) incorporated otherwise than by or under

an Act of the Legislature or an Ordinance of the Northwest Territories, or (ii) incorporated by or under an Ordinance of the Northwest Territories and not subject to the legislative authority of the Province by

section 16 of the Alberta Act (Canada); (s) “incorporator” means a person who signs articles of incorporation; (t) “individual” means a natural person; (u) “liability” includes a debt of a corporation arising under

section 41, 191(19) or 242(3)(

g) or (h); (v) “Minister” means the Minist er determined under

section 16 of the Government Organization Act as the Minister responsible for this Act; (w) “ordinary resolution” means a resolution (

i) passed by a majority o f the votes cast by the shareholders who voted in respect of that resolution, or (ii) signed by all the sharehol ders entitled to vote on that resolution; (x) “person” includes an indivi dual, partnership, association, body corporate, trustee, executor, administrator or legal representative; (y) “prescribed” means pres cribed by the regulations; (z) “professional corporation” means a corporation that has th e words “Professional Corporation”, whether or not a

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Section 1

Chapter B-9 BUSINESS CORPORATIONS ACT 13 professional descriptor is inserted between the words “Professional” and “Corporation”, as the last words of its name; (aa) “redeemable share” means a share issued by a corporation that the corporation, by its articles (

i) is required to purchase or redeem at a specified time or on the happening of a certain event, (ii) is required to purchase or redeem on the demand of a shareholder, or (iii) may purchase or redeem on demand of the corporation, and includes a share issued by a corporation that is purchased or redeemed by a combination of any of the methods referred to in subclauses (

i) to (iii); (aa.1) “registered form” means registered form as defined in t he Securities Transfer Act; (bb) “Registrar” means the Regi strar of Corporations or a Deputy Registrar of Corporations appointed under

section 263; (cc) “Registrar’s periodical” means the periodical referred to in

section 264; (cc.01) “reporting issuer” means a corporation that is a reporting issuer as defined in the Securities Act, or a corporation that is a reporting issuer or a substantially similar corporation under the laws of another jurisdiction in Canada; (cc.1) “resident Albertan” means an individual who is (

i) a Canadian citizen ordinar ily resident in Alberta, or (ii) a permanent resident within the meaning of the Immigration and Refugee Protection Act (Canada) and ordinarily resident in Alberta; (dd) “resident Canadian” me ans an individual who is (

i) a Canadian citizen ordinarily resident in Canada, (ii) a Canadian citizen not ordinarily resident in Canada who is a member of a prescribed class of persons, or

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Section 1

Chapter B-9 BUSINESS CORPORATIONS ACT 14 (iii) a permanent resident within the meaning of the Immigration and Refugee Protection Act (Canada) and ordinarily resident in Canada; (ee) “security” means a share of any class or series of shares or a debt obligation of a corporation and includes a certificate evidencing such a share or debt obligation; (ff) “security interest” means an interest in or charge on property of a corporation to secure payment of a debt or performance of any other obligation of the corporation; (gg) “send” includes deliver; (hh) “series” means, in relation to shares, a division of a cl ass of shares; (ii) “special resolution” means a resolution passed by a major ity of not less than 2/3 of the votes cast by the shareholders who voted in respect of that resolution or signed by all the shareholders entitled to vote on that resolution; (ii.1) “spouse” means the spouse of a married person but does not include a spouse who is living separate and apart from the person if the person and spouse have separated pursuant to a written separation agreement or if their support obligations and family property have been dealt with by a court order; (jj) “unanimous shareholder agreement” means (

i) a written agreement to whi ch all the shareholders of a corporation are or are deemed to be parties, whether or not any other person is also a party, or (ii) a written declaration by a person who is the beneficial owner of all the issued shares of a corporation, that provides for any of the matters enumerated in

section 146(1); (kk) “unlimited liability corporation” means a corporation who se shareholders have unlimited liability for any liability, act or default of the corporation, as set out in

section 15.2. RSA 2000 cB-9 s1;2002 cA-4.5 s22;2005 c8 s2; 2006 cS-4.5 s106;2014 c8 s17;2020 c25 s1;2021 c3 s1; 2021 c18 s2;AR 217/2022

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Section 1.1

Chapter B-9 BUSINESS CORPORATIONS ACT 15 Application 1.1 Subject to

Part 2.1, this Act applies to unlimited liability corporations. 2005 c8 s3 Relationship of corporations 2(1) For the purposes of this Act, (

a) one body corporate is aff iliated with another body corporate if one of them is the subsidiary of the other or both are subsidiaries of the same body corporate or each of them is controlled by the same person, and (

b) if 2 bodies corp orate are affiliated with the same body corporate at the same time, they are deemed to be affiliated with each other.

(2) For the purposes of this Act, a body corporate is controlled by a person if (

a) securities of the body corp orate to which are attached more than 50% of the votes that may be cast to elect directors of the body corporate are held, other than by way of security only, by or for the benefit of that person, and (

b) the votes attached to thos e securities are sufficient, if exercised, to elect a majority of the directors of the body corporate.

(3) For the purposes of this Act, a body corporate is the holding body corporate of another if that other body corporate is its subsidiary.

(4) For the purposes of this Act, a body corporate is a subsidiary of another body corporate if (

a) it is controlled by (

i) that other, (ii) that other and one or mo re bodies corporate, each of which is controlled by that other, or (iii) 2 or more bodies corporate , each of which is controlled by that other, o r

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Section 3

Chapter B-9 BUSINESS CORPORATIONS ACT 16 (

b) it is a subsidiary of a body corporate that is that other’ s subsidiary. 1981 cB-15 s2 Distribution to the public 3(1) For the purposes of this Act, securities of a corporation (

a) issued on a conversion of other securities, or (

b) issued in exchange for other securities are deemed to be securities that are part of a distribution to the public if those other securities were part of a distribution to the public.

(2) Subject to subsection (3), for the purposes of this Act, a security of a body corporate (

a) is part of a distribution to the public if, in respect of the security, there has been a filing of a prospectus, statement of material facts, registration statement, securities exchange take-over bid circular or similar document under the laws of Canada, a province or territory of Canada or a jurisdiction outside Canada, or (

b) is deemed to be part of a d istribution to the public if the security has been issued and a filing referred to in clause (

a) would be required if the security were being issued currently.

(3) On the application of a corporation, the Commission may determine that a security of the corporation is not or was not part of a distribution to the public if it is satisfied that its determination would not prejudice any security holder of the corporation. 1981 cB-15 s3;1988 c7 s3;1995 c28 s64 Execution in counterpart 4 A document or writing required or permitted by this Act may be signed or executed in separate counterparts and the signing or execution of a counterpart shall have the same effect as the signing or execution of the original. 1981 cB-15 s4

Part 2 Incorporation Incorporation 5 One or more persons may incorporate a corporation by signing articles of incorporation and complying with

section 7. 1981 cB-15 s5

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Section 6

Chapter B-9 BUSINESS CORPORATIONS ACT 17 Articles of incorporation 6(1) Subject to

section 15.3, articles of incorporation shall be in the form required by the Registrar and shall set out, in respect of the proposed corporation, (

a) the name of the corporation, (

b) the classes and any maximum number of shares that the corporation is authorized to issue, and (

i) if there are 2 or more cla sses of shares, the special rights, privileges, restrictions and conditions attaching to each class of shares, and (ii) if a class of shares may be issued in series, the authori ty given to the directors to fix the number of shares in, and to determine the designation of each series, and the rights, privileges, restrictions and conditions attaching to the shares of each series, (

c) if the right to transfer sh ares of the corporation is to be restricted, a statement that the right to transfer shares is restricted and either (

i) a statement of the nature of the restrictions, or (ii) a statement that the nature of the restrictions appears i n a unanimous shareholder agreement, (

d) the number of directors or, subject to

section 107(a), the minimum and maximum number of directors of the corporation, and (

e) any restrictions on the busi nesses that the corporation may carry on.

(2) The articles may set out any provision permitted by this Act or by law to be set out in the bylaws of the corporation.

(3) Subject to subsection (4), if the articles or a unanimous shareholder agreement require a greater number of votes of directors or shareholders than that required by the Act to effect any action, the provisions of the articles or of the unanimous shareholder agreement prevail.

(4) The articles may not require a greater number of votes of shareholders to remove a director than the number required by

section 109. RSA 2000 cB-9 s6;2005 c8 s4;2021 c18 s72

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Section 7

Chapter B-9 BUSINESS CORPORATIONS ACT 18 Delivery of articles of incorporation 7(1) An incorporator shall send to the Registrar (

a) articles of incorporation, and (

b) the documents required by sections 12(3), 20 and 106.

(2) If the name of the corporation set out in the articles of incorporation contains the words “Professional Corporation”, the incorporator shall also send to the Registrar evidence satisfactory to the Registrar of an approval of the articles that is less than 2 years old by or on behalf of the governing body of the appropriate profession or occupation. RSA 2000 cB-9 s7;RSA 2000 cH-7 s136 Certificate of incorporation 8 On receipt of the documents and evidence required under

section 7 and the prescribed fees, the Registrar shall issue a certificate of incorporation in accordance with

section 267. 1981 cB-15 s8 Effect of certificate of incorporation 9(1) A corporation comes into existence on the date shown in the certificate of incorporation.

(2) A certificate of incorporation is conclusive proof for the purposes of this Act and for all other purposes (

a) that the provisions of this Act in respect of incorporation and all requirements precedent and incidental to incorporation have been complied with, and (

b) that the corporation has been incorporated under this Act as of the date shown in the certificate of incorporation. 1981 cB-15 s9 Corporate name 10(1) Subject to

section 15.4(1), the word “Limited”, “Limitée”, “Incorporated”, “Incorporée” or “Corporation” or the abbreviation “Ltd.”, “Ltée”, “Inc.” or “Corp.” shall be the last word of the name of every corporation, and a corporation may use and may be legally designated by either the full or the abbreviated form.

(2) Notwithstanding subsection (1), the words “Professional Corporation” shall be the last words of the name of every corporation whose incorporation is approved in accordance with

section 7(2), but a professional corporation may add a professional descriptor to its name, and the professional descriptor may be inserted between the words “Professional” and “Corporation”.

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Chapter B-9 BUSINESS CORPORATIONS ACT 19

(2.1) For the purposes of subsection (2), a professional descriptor is a term that describes the profession or occupation of the professional corporation, including the terms “Legal”, “Law”, “Medical”, “Dental” or others descriptive of the profession or occupation.

(3) Subject to

section 15.4(2), no person other than a body corporate shall carry on business within Alberta under any name or title that contains the word “Limited”, “Limitée”, “Incorporated”, “Incorporée” or “Corporation” or the abbreviation “Ltd.”, “Ltée”, “Inc.” or “Corp.” or the words “Professional Corporation”.

(4) A person carrying on business in contravention of subsection (3) or

section 15.4(2) is guilty of an offence and liable to a fine of not more than $5000.

(5) A corporation may file a notice with the Registrar in the form required by the Registrar designating an additional form or forms of its name in accordance with subsection (6).

(6) Subject to

section 12(1), the name of the corporation or an additional form of its name in a notice filed under subsection (5) may be in an English form or a French form or in a combined English and French form and the corporation may use and may be legally designated by any of those forms.

(7) Subject to

section 12(1), a corporation may, outside Canada, use and may be legally designated by a name in any language form.

(8) A corporation shall set out its name in legible characters in or on all contracts, invoices, negotiable instruments, and orders for goods or services, issued or made by or on behalf of the corporation.

(9) Subject to subsections (8) and (10) and

section 12(1) and to

section 110 of the Partnership Act, a corporation may carry on business under or identify itself by a name other than its corporate name.

(10) Where a corporation carries on business or identifies itself by a name other than its corporate name, the name shall not contain a word referred to in subsection (3) or

section 15.4(2). RSA 2000 cB-9 s10;2005 c8 s5;2021 c18 s3 Assignment of name 11 If requested to do so by the incorporators or by an extra-provincial corporation about to continue as a corporation pursuant to

section 188, the Registrar shall assign to the

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Section 12

Chapter B-9 BUSINESS CORPORATIONS ACT 20 corporation as its name a designated number determined by the Registrar. 1981 cB-15 s11;1984 c12 s1 Prohibited names 12(1) A corporation shall not have a name (

a) that is prohibited by the regulations or contains a word o r expression prohibited by the regulations, (

b) subject to the circumstances and conditions prescribed by the regulations, that is identical to the name of (

i) a body corporate incorporated under the laws of Alberta, unless the body corporate has been dissolved for a period of 6 years or more, (ii) an extra-provincial corporation registered in Alberta, or (iii) a Canada corporation, (

c) subject to the circumstances and conditions prescribed by the regulations, that is similar to the name of (

i) a body corporate incorporated under the laws of Alberta, (ii) an extra-provincial corporation registered in Alberta, or (iii) a Canada corporation, if the use of that name is confusing or misleading, or (

d) that does not meet the requirements prescribed by the regulations.

(2) Where a body corporate incorporated under the laws of Alberta gives an undertaking to dissolve or change its name and the undertaking is not carried out within the time specified, the Registrar may, by notice in writing, giving the Registrar’s reasons, direct the body corporate to change its name to one that the Registrar approves within 60 days after the date of the notice.

(3) There shall be sent to the Registrar documents relating to corporate names that are prescribed by the regulations. RSA 2000 cB-9 s12;2005 c8 s6 Direction to change corporate name 13(1) If, through inadvertence or otherwise, a corporation comes into existence with or acquires a name that contravenes

section 10 or 12, the Registrar may, by notice in writing, giving the

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Section 14

Chapter B-9 BUSINESS CORPORATIONS ACT 21 Registrar’s reasons, direct the corporation to change its name to one that the Registrar approves within 60 days after the date of the notice.

(2) The Registrar may give a notice under subsection (1) on the Registrar’s own initiative or at the request of a person who feels aggrieved by the name that contravenes

section 10 or 12, as the case may be.

(3) If a corporation (

a) is directed to change its name under

section 12(2) or subsection (1) of this section, and (

b) does not appeal the request of the Registrar within 60 days after the date of the notice, the Registrar may revoke the name of the corporation and assign to it a number designated or a name approved by the Registrar and, until changed in accordance with

section 173, the name of the corporation is the number or name so assigned.

(4) If the Registrar is satisfied that a professional corporation has ceased to be the holder of a subsisting permit as a professional corporation issued under

an Act governing a profession or occupation, the Registrar may, on giving notice to the professional corporation of the Registrar’s intention to do so, change the name of the corporation to exclude the words “Professional Corporation” and replace them with any word or abbreviation referred to in

section 10(1). RSA 2000 cB-9 s13;2005 c8 s7 Certificate of amendment 14(1) When a corporation has had its name revoked and a name assigned to it under

section 13(3), the Registrar shall issue a certificate of amendment showing the new name of the corporation.

(2) The articles of the corporation are amended accordingly on the date shown in the certificate of amendment. 1981 cB-15 s13;1984 c12 s1 Pre-incorporation contracts 15(1) This

section applies unless the person referred to in subsection (2) and all parties to the contract referred to in that subsection (

a) believe that the body corporate exists and is incorporated under, or (

b) intend that the body corpora te is to be incorporated under

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Section 15

Chapter B-9 BUSINESS CORPORATIONS ACT 22 the laws of a jurisdiction other than Alberta.

(2) Except as provided in this section, if a person enters or purports to enter into a written contract in the name of or on behalf of a body corporate before it comes into existence, (

a) that person is deemed to warrant to the other party to the contract (

i) that the body corporate will come into existence within a reasonable time, and (ii) that the contract will be a dopted within a reasonable time after the body corporate comes into existence, (

b) that person is liable to the other party to the contract f or damages for a breach of that warranty, and (

c) the measure of damages for that breach of warranty shall b e the same as if the body corporate existed when the contract was made, the person who made the contract on behalf of the body corporate had no authority to do so and the body corporate refused to ratify the contract.

(3) A corporation may, within a reasonable time after it comes into existence, by any act or conduct signifying its intention to be bound by it, adopt a written contract made before it came into existence in its name or on its behalf, and on the adoption (

a) the corporation is bound by the contract and is entitled t o the benefits of the contract as if the corporation had been in existence at the date of the contract and had been a party to it, and (

b) a person who purported to act in the name of or on behalf of the corporation ceases, except as provided in subsection (5), to be liable under subsection (2) in respect of the contract.

(4) If a person enters or purports to enter into a contract in the name of or on behalf of a corporation before it comes into existence and the contract is not adopted by the corporation within a reasonable time after it comes into existence, that person or the other party to the contract may apply to the Court for an order directing the corporation to restore to the applicant, in specie or otherwise, any benefit received by the corporation under the contract.

(5) Except as provided in subsection (6), whether or not a written contract made before the coming into existence of a corporation is

RSA 2000

Section 15.1

Chapter B-9 BUSINESS CORPORATIONS ACT 23 adopted by the corporation, a party to the contract may apply to the Court for an order (

a) fixing obligations under the contract as joint or joint an d several, or (

b) apportioning liability between or among the corporation an d a person who purported to act in the name of or on behalf of the corporation, and on the application the Court may make any order it thinks fit.

(6) A person who enters or purports to enter into a written contract in the name of or on behalf of a body corporate before it comes into existence is not in any event liable for damages under subsection (2) if the contract expressly provides that the person is not to be so liable. RSA 2000 cB-9 s15;2005 c8 s8

Part 2.1 Special Rules Respecting Unlimited Liability Corporations Definition 15.1 For the purposes of this Part, “limited corporation” means a corporation whose shareholders are not, as shareholders, liable for any liability, act or default of the corporation except under

section 38(4), 146(7) or 227(4). 2005 c8 s9 Liability 15.2(1) The liability of each of the shareholders of a corporation incorporated under this Act as an unlimited liability corporation for any liability, act or default of the unlimited liability corporation is unlimited in extent and joint and several in nature.

(2) Notwithstanding subsection (1), but subject to any immunity from liability otherwise available on pleading the Limitations Act as a defence, a former shareholder of an unlimited liability corporation is not liable for any liability, act or default of the unlimited liability corporation unless an action to enforce a claim arising out of that liability, act or default is brought within 2 years from the date on which the former shareholder last ceased to be a shareholder of the unlimited liability corporation.

(3) A former shareholder of an unlimited liability corporation is not liable for any liability, act or default of the unlimited liability corporation that did not exist on or prior to the date on which the former shareholder last ceased to be a shareholder of the unlimited liability corporation. 2005 c8 s9;2005 c40 s2

RSA 2000

Section 15.3

Chapter B-9 BUSINESS CORPORATIONS ACT 24 Articles of incorporation, etc. 15.3 In addition to meeting the requirements of

section 6, the articles of incorporation, amalgamation, amendment, continuance or conversion of an unlimited liability corporation shall contain an express statement that the liability of each of the shareholders of the unlimited liability corporation for any liability, act or default of the unlimited liability corporation is unlimited in extent and joint and several in nature. 2005 c8 s9 Corporate name 15.4(1) The name of every unlimited liability corporation shall end with the words “Unlimited Liability Corporation” or the abbreviation “ULC”, and an unlimited liability corporation may use and may be legally designated by either the full or the abbreviated form.

(2) No person other than a body corporate that is an unlimited liability corporation shall carry on business within Alberta under any name or title that contains the words “Unlimited Liability Corporation” or “ULC”. 2005 c8 s9 Continuance of extra-provincial corporation 15.5(1)

Section 188 applies to an extra-provincial corporation continued as an unlimited liability corporation under this Act, and in addition, (

a) the property of the extra-provincial corporation continues to be the property of the unlimited liability corporation, (

b) if prior to the date shown on the certificate of continuan ce the shareholders of the extra-provincial corporation had unlimited liability for any liability, act or default of the extra-provincial corporation, the unlimited liability corporation and the shareholders of the unlimited liability corporation continue to be liable without limit for any liability, act or default of the extra-provincial corporation, (

c) if prior to the date shown on the certificate of continuan ce the shareholders of the extra-provincial corporation were not, as shareholders, liable for any liability, act or default of the extra-provincial corporation, (

i) the unlimited liability corpor ation continues to be liable for the obligations of the extra-provincial corporation, and

RSA 2000

Section 15.5

Chapter B-9 BUSINESS CORPORATIONS ACT 25 (ii) the shareholders of the unlimited liability corporation become liable without limit for any liability, act or default of the extra-provincial corporation that existed as of the date shown on the certificate of continuance and are liable without limit for any liability, act or default of the unlimited liability corporation on and from the date shown on the certificate of continuance, (

d) an existing cause of action, claim or liability to prosecu tion of the extra-provincial corporation includes the unlimited liability corporation and the shareholders of the unlimited liability corporation, (

e) a civil, criminal or admin istrative action or proceeding pending by or against the extra-provincial corporation may continue to be prosecuted by or against the unlimited liability corporation or the shareholders of the unlimited liability corporation, (

f) a conviction against, or ruling, order or judgment in favo ur of or against, the extra-provincial corporation may be enforced against or by the unlimited liability corporation or the shareholders of the unlimited liability corporation.

(2) When an extra-provincial corporation that was incorporated as an unlimited liability corporation is continued as a limited corporation, (

a) the shareholders of the extr a-provincial corporation as it existed prior to the date shown on the certificate of continuance continue to be liable without limit for any liability, act or default of the extra-provincial corporation that existed as of the date shown on the certificate of continuance, (

b) an existing cause of action, claim or liability to prosecu tion is unaffected, (

c) a civil, criminal or administrative action pending by or against the extra-provincial corporation may continue to be prosecuted by or against the shareholders of the extra-provincial corporation as it existed prior to the date shown on the certificate of continuance or by or against the limited corporation, and (

d) a conviction against, or ruling, order or judgment in favo ur of or against, the unlimited liability corporation may be enforced against or by the shareholders of the extra-provincial corporation as it existed prior to the date

RSA 2000

Section 15.6

Chapter B-9 BUSINESS CORPORATIONS ACT 26 shown on the certificate of continuance or against or by the limited corporation.

(3) Section 188(2) to (6) and (8) to (12) apply to an application under this section. 2005 c8 s9 Conversion from unlimited liability corporation to limited corporation 15.6(1) Sections 173 and 186(

c) to (

f) apply to an unlimited liability corporation that is converted to a limited corporation by amendment of its articles or by amalgamation, and in addition (

a) the shareholders of the unlimited liability corporation as it existed prior to the amendment or amalgamation continue to be liable without limit for any liability, act or default of the unlimited liability corporation that existed as of the date shown on the certificate of amendment or amalgamation, (

b) an existing cause of action, claim or liability to prosecu tion is unaffected, (

c) a civil, criminal or admin istrative action or proceeding pending by or against the unlimited liability corporation may continue to be prosecuted by or against the shareholders of the unlimited liability corporation as it existed prior to the amendment or amalgamation by or against the limited corporation, and (

d) a conviction against, or ruling, order or judgment in favo ur of or against, the unlimited liability corporation may be enforced by or against the shareholders of the unlimited liability corporation as it existed prior to the amendment, amalgamation or continuance or by or against the limited corporation.

(2) Section 186(

a) to (

c) and (

g) apply to an amalgamation under this Part, and in addition, if a limited corporation amalgamates with an unlimited liability corporation and the resulting corporation is an unlimited liability corporation, (

a) the shareholders of the amalgamated unlimited liability corporation are liable for any liability, act or default of the amalgamated unlimited liability corporation, whether it arises before or after the date shown on the certificate of amalgamation, (

b) an existing cause of action, claim or liability to prosecu tion pertaining to the amalgamating unlimited liability

RSA 2000

Section 15.6

Chapter B-9 BUSINESS CORPORATIONS ACT 27 corporation or the amalgamating limited corporation as it existed prior to amalgamation includes the shareholders of the amalgamated unlimited liability corporation, (

c) a civil, criminal or admin istrative action or proceeding pending by or against the amalgamating unlimited liability corporation or the amalgamating limited corporation as it existed prior to amalgamation may continue to be prosecuted by or against the amalgamated unlimited liability corporation or by or against the shareholders of the amalgamated unlimited liability corporation, and (

d) a conviction against, or ruling, order or judgment in favo ur of or against, the amalgamating unlimited liability corporation or the amalgamating limited corporation as it existed prior to amalgamation may be enforced by or against the amalgamated unlimited liability corporation or by or against the shareholders of the amalgamated unlimited liability corporation.

(3) If the articles of a limited corporation are amended to convert it to an unlimited liability corporation, (

a) the shareholders of the lim ited corporation as it existed prior to the date shown on the certificate of amendment (

i) become liable for any liability, act or default of the limited corporation that existed as of the date shown on the certificate of amendment, and (ii) are liable for any liability , act or default of the unlimited liability corporation on and from the date shown on the certificate of amendment, (

b) an existing cause of action, claim or liability to prosecu tion includes the shareholders of the unlimited liability corporation, (

c) a civil, criminal or admin istrative action or proceeding pending by or against the limited corporation as of the date shown on the certificate of amendment may continue to be prosecuted by or against the unlimited liability corporation or by or against the shareholders of the unlimited liability corporation, and (

d) a conviction against, or ruling, order or judgment in favo ur of or against, the limited corporation as of the date shown on the certificate of amendment, may be enforced by or against

RSA 2000

Section 15.7

Chapter B-9 BUSINESS CORPORATIONS ACT 28 the unlimited liability corporation or by or against the shareholders of the unlimited liability corporation. 2005 c8 s9 Continuation of actions after dissolution 15.7

Section 227 applies to a body corporate that before its dissolution was an unlimited liability corporation, and in addition (

a) the liability of the share holders for obligations of the unlimited liability corporation arising from actions and proceedings commenced by or against it before its dissolution or within 2 years after its dissolution is unlimited, and (

b) any shareholder, including a former shareholder who last ceased to be a shareholder within 2 years prior to the date of dissolution, may be held responsible for the full amount of any claim against the unlimited liability corporation that originated before dissolution, regardless of the amount, if any, received by the shareholder on the distribution of the corporation’s property at dissolution. 2005 c8 s9;2005 c40 s3 Names of unlisted shareholders 15.8 The listed shareholders of an unlimited liability corporation shall provide to the Registrar on request the names and contact information of all unlisted shareholders of the unlimited liability corporation. 2005 c8 s9;2021 c18 s4 Warning on certificate 15.9(1) An unlimited liability corporation must ensure that each share certificate issued by it displays in a prominent position on the face of the certificate the information that the liability of an owner of the share or shares represented by the certificate for any liability, act or default of the unlimited liability corporation is unlimited in extent and joint and several in nature.

(2) The liability of a shareholder of an unlimited liability corporation is unaffected by any failure of the unlimited liability corporation to comply with subsection (1). 2005 c8 s9

Part 3 Capacity and Powers Capacity of a corporation 16(1) A corporation has the capacity and, subject to this Act, the rights, powers and privileges of a natural person.

RSA 2000

Section 16.1

Chapter B-9 BUSINESS CORPORATIONS ACT 29

(2) A corporation has the capacity to carry on its business, conduct its affairs and exercise its powers in any jurisdiction outside Alberta to the extent that the laws of that jurisdiction permit. 1981 cB-15 s15 Waiver of business interests 16.1(1) Subject to the regulations, a corporation may waive any interest or expectancy of the corporation in or to, or in being offered an opportunity to participate in, a specified business opportunity or specified classes or categories of business opportunities that are offered or presented to the corporation or one or more of its officers, directors or shareholders.

(2) Subject to the regulations, a waiver referred to in subsection (1) may only be made if the corporation’s articles of incorporation or a unanimous shareholder agreement enables the ability to so waive, or in any other manner set out in the regulations.

(3) Subject to the regulations, a waiver may be modified or revoked. 2021 c18 s5 Restriction on powers 17(1) It is not necessary for a bylaw to be passed in order to confer any particular power on the corporation or its directors.

(2) A corporation shall not carry on any business or exercise any power that it is restricted by its articles from carrying on or exercising, nor shall the corporation exercise any of its powers in a manner contrary to its articles.

(3) No act of a corporation, including any transfer of property to or by a corporation, is invalid by reason only that the act or transfer is contrary to its articles or this Act. 1981 cB-15 s16 No constructive notice 18 No person is affected by or is deemed to have notice or knowledge of the contents of a document concerning a corporation by reason only that the document has been filed by the Registrar or is available for inspection at an office of the corporation. 1981 cB-15 s17 Authority of directors, officers and agents 19 A corporation, a guarantor of an obligation of the corporation or a person claiming through the corporation may not assert against a person dealing with the corporation or dealing with any person who has acquired rights from the corporation

RSA 2000

Section 20

Chapter B-9 BUSINESS CORPORATIONS ACT 30 (

a) that the articles, bylaws or any unanimous shareholder agreement have not been complied with, (

b) that the persons named in the most recent notice filed by the Registrar under

section 106 or 113 are not the directors of the corporation, (

c) that the place named as the r egistered office in the most recent notice filed by the Registrar under

section 20 is not the registered office of the corporation, (

d) that the post office box designated as the address for ser vice by mail in the most recent notice filed by the Registrar under

section 20 is not the address for service by mail of the corporation, (

e) that a person held out by the corporation as a director, a n officer or an agent of the corporation (

i) has not been duly appointed, or (ii) has no authority to exerci se a power or perform a duty that the director, officer or agent might reasonably be expected to exercise or perform, (

f) that a document issued by any director, officer or agent o f the corporation with actual or usual authority to issue the document is not valid or not genuine, or (

g) that financial assistance re ferred to in

section 45 or a sale, lease or exchange of property referred to in

section 190 was not authorized, unless the person has, or by virtue of the person’s position with or relationship to the corporation ought to have, knowledge of those facts at the relevant time. 1981 cB-15 s18

Part 4 Registered Office, Agent for Service, Records and Seal Registered office, records office, address for service by mail 20(1) A corporation shall at all times have a registered office within Alberta.

(2) A notice of (

a) the registered office,

RSA 2000

Section 20.1

Chapter B-9 BUSINESS CORPORATIONS ACT 31 (

b) a separate records office, if any, and (

c) the post office box designated as the address for service by mail, if any, must be sent to the Registrar in the form required by the Registrar together with the articles of incorporation.

(3) Subject to subsection (4), the directors of the corporation may at any time (

a) change the address of the r egistered office within Alberta, (

b) designate, or revoke or change a designation of, a records office within Alberta, or (

c) designate, or revoke or change a designation of, a post of fice box within Alberta as the address for service by mail of the corporation.

(4) A post office box designated as the corporation’s address for service by mail shall not be designated as the corporation’s records office or registered office.

(5) A corporation shall notify the Registrar within 15 days after any change under subsection (3).

(6) The corporation shall ensure that its registered office and its records office are (

a) accessible to the public dur ing normal business hours, and (

b) readily identifiable from t he address or other description given in the notice referred to in subsection (2).

(7) Unless the directors designate a separate records office, the registered office of a corporation is also its records office. RSA 2000 cB-9 s20;2021 c18 s6 Agent for service 20.1(1) A corporation shall appoint an agent for service who is a resident Albertan.

(2) The corporation shall give to the Registrar a notice of the appointment of its agent for service, in the form required by the Registrar, together with the articles of incorporation.

(3) The corporation shall ensure that the address of its agent for service is an office that is

RSA 2000

Section 20.2

Chapter B-9 BUSINESS CORPORATIONS ACT 32 (

a) accessible to the public dur ing normal business hours, and (

b) readily identifiable from t he address or other description given in a notice under this section.

(4) The corporation shall forthwith give to the Registrar a notice of any change in the name or contact information of the agent for service in the form required by the Registrar.

(5) An agent for service for a corporation who intends to resign shall give not less than 60 days’ notice to the corporation at its registered office, and the corporation shall give to the Registrar a copy of the notice.

(6) If the agent for service of a corporation dies or the agent’s appointment is revoked, the corporation shall (

a) give to the Registrar a notice to that effect, and (

b) forthwith appoint a new agent for service and give to the Registrar a notice of the appointment of its new agent for service in the form required by the Registrar. 2020 c25 s1;2021 c18 s7 Alternative agent for service 20.2(1) A corporation may appoint an alternative agent for service who is a resident Albertan.

(2) Forthwith after the appointment of an alternative agent for service, the corporation shall give to the Registrar a notice of the appointment in the form required by the Registrar.

(3) The corporation shall forthwith give to the Registrar a notice of any change in the name or contact information of the alternative agent for service in the form required by the Registrar.

(4) An alternative agent for service for a corporation who intends to resign shall give not less than 60 days’ notice to the corporation at its registered office, and the corporation shall give to the Registrar a copy of the notice.

(5) If the alternative agent for service of a corporation dies or the alternative agent’s appointment is revoked, the corporation shall give to the Registrar a notice to that effect. 2020 c25 s1;2021 c18 s8 Corporate records 21(1) A corporation shall prepare and maintain at its records office records containing

RSA 2000

Section 21

Chapter B-9 BUSINESS CORPORATIONS ACT 33 (

a) the articles and the bylaw s, all amendments to the articles and bylaws, a copy of any unanimous shareholder agreement and any amendment to a unanimous shareholder agreement, (

b) minutes of meetings and resolutions of shareholders, (

c) copies of all notices required by

section 106 or 113, (

d) a securities register complying with

section 49, (

e) copies of the financial stat ements, reports and information referred to in

section 155(1), and (

f) a register of disclosures made pursuant to

section 120.

(2) Notwithstanding subsection (1), a central securities register may be maintained at an office in Alberta of a corporation’s agent referred to in

section 49(3)(a), and a branch securities register may be kept at any place in or out of Alberta designated by the directors.

(3) If a central securities register is maintained under subsection (2) at a place other than the records office, the corporation shall maintain a record of the names and contact information of all agents and the offices at which that register is maintained.

(4) A corporation that (

a) complies with

section 24(2), and (

b) maintains in Canada a register or record referred to in subsection (3) complies with subsection (1).

(5) In addition to the records described in subsection (1), a corporation shall prepare and maintain adequate accounting records and records containing minutes of meetings and resolutions of the directors and any committee of the directors.

(6) For the purposes of subsections (1)(

b) and (2), if a body corporate is continued under this Act, “records” includes similar records required by law to be maintained by the body corporate before it was so continued.

(7) The records described in subsection (5) shall be kept at the registered office or records office of the corporation or at any other place the directors think fit and shall at all reasonable times be open to examination by the directors.

RSA 2000

Section 22

Chapter B-9 BUSINESS CORPORATIONS ACT 34

(8) Notwithstanding subsection (1), a corporation may keep all or any of its corporate records referred to in subsection (1) or (2) or its accounting records referred to in subsection (5) at a place outside Alberta only if (

a) the corporation maintains acc urate and reasonably updated records, (

b) the records are available fo r examination by directors at any time by means of computer terminal or other electronic access, (

c) the corporation provides t he technical assistance to facilitate an examination referred to in clause (b), and (

d) in the case of accounting r ecords, the corporation also keeps accounting records adequate to enable the directors to ascertain the financial position of the corporation with reasonable accuracy at the registered office, the records office or any other place in Alberta the directors think fit that are open at all reasonable times to examination by the directors.

(8.1) Repealed 2021 c18 s9.

(9) A corporation that, without reasonable cause, contravenes this

section is guilty of an offence and liable to a fine not exceeding $5000. RSA 2000 cB-9 s21;2005 c8 s10;2021 c18 s9 Additional copies to Registrar 22 A corporation shall provide to the Registrar on request an additional copy of any document previously sent to or filed with the Registrar pursuant to this Act or a regulation under this Act. RSA 2000 cB-9 s22;2021 c18 s10 Access to corporate records 23(1) The directors and shareholders of a corporation, their agents and legal representatives may examine the records referred to in

section 21(1) during the usual business hours of the corporation free of charge.

(2) A shareholder of a corporation is entitled on request and without charge to one copy of the articles and bylaws and of any unanimous shareholder agreement, and amendments to them.

(3) Creditors of a corporation and their agents and legal representatives may examine the records referred to in

section 21(1)(a), (

c) and (d), other than a unanimous shareholder agreement or an amendment to a unanimous shareholder

RSA 2000

Section 23

Chapter B-9 BUSINESS CORPORATIONS ACT 35 agreement, during the usual business hours of the corporation on payment of a reasonable fee and may make copies of those records.

(4) Any person may examine the records referred to in

section 21(1)(

c) and (

d) during the usual business hours of the corporation on payment of a reasonable fee and may make copies of those records.

(5) If the corporation is a reporting issuer, any person, on payment of a reasonable fee and on sending to the corporation or its agent the statutory declaration referred to in subsection (9), may on application require the corporation or its agent to furnish within 10 days from the receipt of the statutory declaration a list, referred to in this

section as the “basic list”, made up to a date not more than 10 days before the date of receipt of the statutory declaration setting out (

a) the names of the shareh olders of the corporation, (

b) the number of s hares owned by each shareholder, and (

c) the address of each shareholder, as shown on the records of the corporation.

(6) A person requiring a corporation to supply a basic list may, if the person states in the statutory declaration referred to in subsection (5) that the person requires supplemental lists, require the corporation or its agent on payment of a reasonable fee to furnish supplemental lists setting out any changes from the basic list in the information provided in it for each business day following the date the basic list is made up to.

(7) The corporation or its agent shall furnish a supplemental list required under subsection (6) (

a) on the date the basic list is furnished, if the information relates to changes that took place prior to that date, and (

b) on the business day following the day to which the supplemental list relates, if the information relates to changes that take place on or after the date the basic list is furnished.

(8) A person requiring a corporation to supply a basic list or a supplemental list may also require the corporation to include in that list the name and address of any known holder of an option or right to acquire shares in the corporation.

RSA 2000

Section 24

Chapter B-9 BUSINESS CORPORATIONS ACT 36

(9) The statutory declaration required under subsection (5) shall state (

a) the name and address of the applicant, (

b) the name and address for se rvice of the body corporate if the applicant is a body corporate, and (

c) that the basic list and an y supplemental lists obtained pursuant to subsection (6) will not be used except as permitted under subsection (11).

(10) If the applicant is a body corporate, the statutory declaration shall be made by a director or officer of the body corporate.

(11) A list of shareholders obtained under this

section must not be used by any person except in connection with (

a) an effort to influence the voting of shareholders of the corporation, (

b) an offer to acquire shares of the corporation, or (

c) any other matter relating to the affairs of the corporatio n.

(12) A person who, without reasonable cause, contravenes this

section is guilty of an offence and liable to a fine of not more than $5000 or to imprisonment for a term of not more than 6 months or to both. RSA 2000 cB-9 s23;2021 c18 s71 Form of records 24(1) All registers and other records required by this Act to be prepared and maintained may be in a bound or loose-leaf form or in a photographic film form, or may be entered or recorded by any system of mechanical or electronic data processing or any other information storage device that is capable of reproducing any required information in legible written form within a reasonable time.

(2) If a person is entitled to examine any register or record that is maintained by a corporation in a form other than a written form and makes a request of the corporation to do so, the corporation shall (

a) make available to that pe rson within a reasonable time a reproduction of the text of the register or record in legible written form, or

RSA 2000

Section 25

Chapter B-9 BUSINESS CORPORATIONS ACT 37 (

b) provide facilities to enable that person to examine the text of the register or record in an legible written form otherwise than by providing a reproduction of that text, and shall allow that person to make copies of that register or record.

(3) A corporation and its agents shall take reasonable precautions to (

a) prevent loss or destruction of, (

b) prevent falsification of entries in, and (

c) facilitate detection and correction of inaccuracies in, the registers and other records required by this Act to be prepared and maintained.

(4) A person who, without reasonable cause, contravenes this

section is guilty of an offence and liable to a fine of not more than $5000 or to imprisonment for a term of not more than 6 months or to both. 1981 cB-15 s22 Corporate seal 25(1) A corporation may adopt and change a corporate seal that shall contain the name of the corporation.

(2) A document executed on behalf of a corporation by a director, an officer or an agent of the corporation, is not invalid only because the corporate seal is not affixed to the document.

(3) Share certificates of a corporation may be issued under its corporate seal or a facsimile of that corporate seal.

(4) A document requiring authentication by a corporation may be signed by a director or the secretary or other authorized officer of the corporation and need not be under its corporate seal.

(5) A corporation may adopt a facsimile of its corporate seal for use in any other jurisdiction outside Alberta that complies with the laws of that jurisdiction. 1981 cB-15 s23 Transitional Provision Transitional provision 25.1 An existing corporation shall send a notice of appointment of an agent for service to the Registrar within one year after the coming into force of this section, or the Registrar may dissolve the

RSA 2000

Section 26

Chapter B-9 BUSINESS CORPORATIONS ACT 38 corporation by issuing a certificate of dissolution under

section 213 or by applying to the Court for an order dissolving the corporation under

section 218. 2020 c25 s1

Part 5 Corporate Finance Shares and classes of shares 26(1) Shares of a corporation shall be in registered form without including nominal or par value.

(2) If a body corporate is continued under this Act, a share with nominal or par value issued by the body corporate before it was so continued is, for the purpose of subsection (1), deemed to be a share without nominal or par value.

(3) If a corporation has only one class of shares, the rights of the holders of those shares are equal in all respects and include the rights (

a) to vote at any meeting of shareholders of the corporation, (

b) to receive any dividend d eclared by the corporation, and (

c) to receive the remaining p roperty of the corporation on dissolution.

(4) The articles may provide for more than one class of shares and, if they so provide, (

a) the rights, privileges, r estrictions and conditions attaching to the shares of each class shall be set out in the articles, and (

b) the rights set out in subsection (3) shall be attached to at least one class of shares but all of those rights are not required to be attached to one class.

(5) Subject to

section 29, if a corporation has more than one class of shares, the rights of the holders of the shares of any class are equal in all respects.

(6) The articles may provide that 2 or more classes of shares, or 2 or more series within a class of shares, have the same rights, privileges, restrictions and conditions. RSA 2000 cB-9 s26;2021 c18 s11 Issue of shares 27(1) Subject to the articles, the bylaws and any unanimous shareholder agreement and to

section 30, shares may be issued at

RSA 2000

Section 27.1

Chapter B-9 BUSINESS CORPORATIONS ACT 39 the times and to the persons and for the consideration that the directors determine.

(2) Shares issued by a corporation are non-assessable and the holders are not liable to the corporation or to its creditors in respect of those shares.

(3) A share shall not be issued until the consideration for the share is fully paid in money or in property or past service that is not less in value than the fair equivalent of the money that the corporation would have received if the share had been issued for money.

(4) In determining whether property or past service is the fair equivalent of a money consideration, the directors may take into account reasonable charges and expenses of organization and reorganization and payments for property and past services reasonably expected to benefit the corporation.

(5) For the purposes of this section, “property” does not include a promissory note or promise to pay given by a person buying a share or a person who deals not at arm’s length, within the meaning of that expression in the Income Tax Act (Canada), with a person buying a share. RSA 2000 cB-9 s27;2005 c8 s11 Splitting of shares 27.1(1) Where the only issued shares of a corporation are of one class, the directors may authorize the splitting of the shares by resolution.

(2) Where a corporation has issued more than one class of shares, each class of shareholder shall vote separately on a special resolution to approve the proposed splitting of the shares of any class.

(3) Where the directors have authorized the splitting of shares under subsection (1), they must notify the shareholders within 60 days in accordance with

section 255 of the manner in which the issued shares have been split. 2005 c8 s12 Stated capital accounts 28(1) A corporation shall maintain a separate stated capital account for each class and series of shares it issues.

(2) A corporation shall add to the appropriate stated capital account the full amount of any consideration it receives for any shares it issues.

RSA 2000

Section 28

Chapter B-9 BUSINESS CORPORATIONS ACT 40

(3) Notwithstanding

section 27(3) and subsection (2) of this section, if a corporation issues shares (

a) in exchange for (

i) property, other than a promissory note or promise to pay, or (ii) issued shares of the corporation of a different class or series, o r (

b) pursuant to (

i) an amalgamation agreement referred to in

section 182 or 187, or (ii) an arrangement referred to in

section 193(1)(

b) or (

c) to shareholders of an amalgamating body corporate who receive the shares in addition to or instead of securities of the amalgamated body corporate, the corporation may add the whole or any part of the amount of the consideration it receives in the exchange to the stated capital accounts maintained for the shares of the classes or series issued.

(4) On the issue of a share, a corporation shall not add to a stated capital account in respect of the share it issues an amount greater than the amount of the consideration it received for the share.

(5) If a corporation proposes to add any amount to a stated capital account it maintains in respect of a class or series of shares and (

a) the amount to be added was not received by the corporation as consideration for the issue of shares, and (

b) the corporation has issued a ny outstanding shares of more than one class or series, the addition to the stated capital account must be approved by special resolution unless all the issued and outstanding shares are shares of not more than 2 classes of convertible shares referred to in

section 39(5).

(6) When a body corporate is continued under this Act, it may add to a stated capital account any consideration received by it for a share it issued.

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Chapter B-9 BUSINESS CORPORATIONS ACT 41

(7) A corporation at any time may, subject to subsection (5), add to a stated capital account any amount it credited to a retained earnings or other surplus account.

(8) When a body corporate is continued under this Act, subsection (2) does not apply to the consideration received by it before it was so continued unless the share in respect of which the consideration is received is issued after the corporation is so continued.

(9) When a body corporate is continued under this Act, any amount unpaid in respect of a share issued by the body corporate before it was so continued and paid after it was so continued must be added to the stated capital account maintained for the shares of that class or series.

(10) When a body corporate is continued under this Act, the stated capital of each class and series of shares of the corporation immediately following its continuance is deemed to equal the paid up capital of each class and series of shares of the body corporate immediately prior to its continuance.

(11) A corporation shall not reduce its stated capital or any stated capital account except in the manner provided in this Act. (12) Subsections (1) to (11) and any other provisions of this Act relating to stated capital do not apply to an open-end mutual fund.

(13) In subsection (12), “open-end mutual fund” means a corporation that makes a distribution to the public of its shares and that carries on only the business of investing the consideration it receives for the shares it issues, and all or substantially all of those shares are redeemable on the demand of a shareholder. 1981 cB-15 s26;1983 c20 s5;1987 c15 s4 Shares in series 29(1) The articles may authorize, subject to any limitations set out in them, the issue of any class of shares in one or more series and may do either or both of the following: (

a) fix the number of shares in each series and determine the designation, rights, privileges, restrictions and conditions attaching to the shares of each series; (

b) authorize the directors to fix the number of shares in eac h series and to determine the designation, rights, privileges and conditions attaching to the shares of each series at the time the shares are issued.

(2) If any cumulative dividends or amounts payable on return of capital in respect of a series of shares are not paid in full, the shares

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Chapter B-9 BUSINESS CORPORATIONS ACT 42 of all series of the same class participate rateably in respect of accumulated dividends and return of capital.

(3) No rights, privileges, restrictions or conditions attached to a series of shares authorized under this

section shall confer on shares of a series (

a) greater voting ri ghts than are attached to shares of any other series in the same class that are then outstanding, or (

b) a priority in respect of dividends or return of capital ov er shares of any other series in the same class that are then outstanding. (4) Subsection (3) does not apply to a right or privilege to exchange a share or shares for, or to convert a share or shares into, a share or shares of another class.

(5) If the directors exercise their authority under subsection (1)(b), they shall, before the issue of shares of the series, send to the Registrar articles of amendment in the form required by the Registrar to designate a series of shares.

(6) On receipt of articles of amendment designating a series of shares, the Registrar shall issue a certificate of amendment in accordance with

section 267.

(7) The articles of the corporation are amended accordingly on the date shown in the certificate of amendment. RSA 2000 cB-9 s29;2005 c8 s13;2021 c18 s72 Shareholder’s pre-emptive right 30(1) If the articles or a unanimous shareholder agreement so provides, no shares of a class shall be issued unless the shares have first been offered to the shareholders holding shares of that class, and those shareholders have a pre-emptive right to acquire the offered shares in proportion to their holdings of the shares of that class, at the same price and on the same terms as those shares are to be offered to others.

(2) Notwithstanding that the articles provide the pre-emptive right referred to in subsection (1), shareholders have no pre-emptive right in respect of shares to be issued (

a) for a consideration other than money, (

b) as a share dividend, or

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Chapter B-9 BUSINESS CORPORATIONS ACT 43 (

c) pursuant to the exercise of conversion privileges, options or rights previously granted by the corporation. 1981 cB-15 s28 Options and other rights to acquire securities 31(1) A corporation may issue certificates, warrants or other evidences of conversion privileges, options or rights to acquire securities of the corporation, and shall set out their conditions (

a) in the certificates, war rants or other evidences, or (

b) in certificates evidencing the securities to which the conversion privileges, options or rights are attached.

(2) Conversion privileges, options and rights to purchase securities of a corporation may be made transferable or non-transferable, and options and rights to purchase may be made separable or inseparable from any securities to which they are attached.

(3) If a corporation has granted privileges to convert any securities issued by the corporation into shares, or into shares of another class or series, or has issued or granted options or rights to acquire shares, the corporation shall reserve and continue to reserve sufficient authorized shares to meet the exercise of those conversion privileges, options and rights. 1981 cB-15 s29 Prohibited share holdings 32(1) Except as provided in subsections (2) and (2.1) and sections 33 to 36, a corporation (

a) shall not hold shares in itself or in its holding body corporate, and (

b) shall not permit any of its subsidiary bodies corporate to acquire shares of the corporation.

(2) Not more than 1% of the issued shares of each class of shares of a holding body corporate may be held by all the subsidiaries of the holding body corporate.

(2.1) A corporation may from time to time hold shares in itself, or a subsidiary of the corporation may from time to time hold shares in the corporation, for a maximum of 30 days.

(2.2) At the expiry of the 30-day period set out in subsection (2.1), the corporation or the subsidiary of the corporation shall (

a) cancel the shares, on the condition that if the articles of the corporation limit the number of authorized shares, the

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Chapter B-9 BUSINESS CORPORATIONS ACT 44 cancelled shares may be restored to the status of authorized but unissued shares, (

b) return the consideration r eceived by the corporation or the subsidiary of the corporation to the person or persons who paid it, and (

c) cancel the entry for the consideration in the stated capit al account of the corporation or the subsidiary of the corporation. (2.3) Subsection (2) does not apply to shares held by a corporation or a subsidiary of a corporation under subsection (2.1).

(3) Subject to subsections (2) and (4), a corporation shall cause a subsidiary body corporate of the corporation that holds shares of the corporation to sell or otherwise dispose of those shares within 5 years from the date that (

a) the body corporate became a subsidiary of the corporation, or (

b) the corporation was continued under this Act.

(4) This

section does not apply to shares acquired by the subsidiary body corporate before the commencement of this Act. RSA 2000 cB-9 s32;2005 c8 s14 Exception 33(1) A corporation may in the capacity of a legal representative hold shares in itself or in its holding body corporate unless it or the holding body corporate or a subsidiary of either of them has a beneficial interest in the shares.

(2) A corporation may hold shares in itself or in its holding body corporate by way of security for the purposes of a transaction entered into by it in the ordinary course of a business that includes the lending of money.

(3) A corporation holding shares in itself or in its holding body corporate shall not vote or permit those shares to be voted unless the corporation (

a) holds the shares in the capacity of a legal representative , and (

b) has complied with

section 153.

(4) A corporation shall not permit any of its subsidiary bodies corporate holding shares in the corporation to vote those shares or

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Chapter B-9 BUSINESS CORPORATIONS ACT 45 permit those shares to be voted unless the subsidiary body corporate satisfies the requirements of subsection (3). RSA 2000 cB-9 s33;2005 c8 s15 Acquisition by corporation of its own shares 34(1) Subject to subsection (2) and to its articles, a corporation may purchase or otherwise acquire shares issued by it.

(2) A corporation shall not make any payment to purchase or otherwise acquire shares issued by it if there are reasonable grounds for believing that (

a) the corporation is, or would after the payment be, unable to pay its liabilities as they become due, or (

b) the realizable value of the corporation’s assets would after the payment be less than the aggregate of its liabilities and stated capital of all classes.

(3) Subject to any unanimous shareholder agreement, a corporation that is not a reporting issuer shall, within 30 days after the purchase of any of its issued shares, notify its shareholders in accordance with

section 255 (

a) of the numb er of shares it has purchased, (

b) of the names of the shareholders from whom it has purchased the shares, (

c) of the price paid for the shares, (

d) if the consideration was other than cash, of the nature of the consideration given and the value attributed to it, and (

e) of the balance, if any, remaining due to shareholders or shareholders from whom it purchased the shares.

(4) Subject to any unanimous shareholder agreement, a shareholder of a corporation other than a reporting issuer is entitled on request and without charge to a copy of the agreement between the corporation and any of its other shareholders under which the corporation has agreed to purchase, or has purchased, any of its own shares. RSA 2000 cB-9 s34;2021 c18 s71 Alternative acquisition by corporation of its own shares 35(1) Notwithstanding

section 34(2), a corporation may, subject to subsection (3) and to its articles, purchase or otherwise acquire shares issued by it to

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Chapter B-9 BUSINESS CORPORATIONS ACT 46 (

a) settle or compromise a debt or claim asserted by or agains t the corporation, (

b) eliminate fractional shares, or (

c) fulfil the terms of a non -assignable agreement under which the corporation has an option or is obliged to purchase shares owned by a director, an officer or an employee of the corporation.

(2) Notwithstanding

section 34(2), a corporation may purchase or otherwise acquire shares issued by it to (

a) satisfy the claim of a shareholder who dissents under sect ion 191, or (

b) comply with an order under

section 242.

(3) A corporation shall not make any payment to purchase or acquire under subsection (1) shares issued by it if there are reasonable grounds for believing that (

a) the corporation is, or would after the payment be, unable to pay its liabilities as they become due, or (

b) the realizable value of the corporation’s assets would after the payment be less than the aggregate of its liabilities and the amounts required for payment on a redemption or in a liquidation of all shares the holders of which have the right to be paid prior to the holders of the shares to be purchased or acquired.

(4) For the purposes of this

section and sections 36(2), 38(3), 43, 185(2)(

a) and 191(20), “liabilities” does not include the stated capital amount attributed to, or the amount payable on redemption or in liquidation in respect of, any shares of the corporation. RSA 2000 cB-9 s35;2005 c8 s16 Redemption of shares 36(1) Notwithstanding

section 34(2) or 35(3), a corporation may, subject to subsection (2) and to its articles, purchase or redeem any redeemable shares issued by it at prices not exceeding the redemption price of those shares stated in the articles or calculated according to a formula stated in the articles.

(2) A corporation shall not make any payment to purchase or redeem any redeemable shares issued by it if there are reasonable grounds for believing that

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Chapter B-9 BUSINESS CORPORATIONS ACT 47 (

a) the corporation is, or would after the payment be, unable to pay its liabilities as they become due, or (

b) the realizable value of the corporation’s assets would after the payment be less than the aggregate of (

i) its liabilities, and (ii) the amount that would be re quired to pay the holders of shares that have a right to be paid, on a redemption or in a liquidation, rateably with or prior to the holders of the shares to be purchased or redeemed. 1981 cB-15 s34 Donated and escrowed shares 37(1) A corporation may accept from any shareholder a share of the corporation (

a) that is surrender ed to it as a gift, or (

b) that has been held in escrow pursuant to an escrow agreement required by the Executive Director and that is surrendered pursuant to that agreement.

(2) The corporation may not extinguish or reduce a liability in respect of an amount unpaid on a share surrendered under subsection (1)(

a) except in accordance with

section 38. 1981 cB-15 s35;1988 c7 s3;1995 c28 s64 Other reduction of stated capital 38(1) Subject to subsection (3), a corporation may by special resolution reduce its stated capital for any purpose including, without limiting the generality of the foregoing, the purpose of (

a) extinguishing or reducing a liability in respect of an amount unpaid on any share, (

b) distributing to the holders of the issued shares of any class or series of shares an amount not exceeding the stated capital of the class or series, and (

c) declaring its stated capital to be reduced by an amount that is not represented by realizable assets.

(2) A special resolution under this

section shall specify the capital account or accounts from which the reduction of stated capital effected by the special resolution is to be deducted.

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Chapter B-9 BUSINESS CORPORATIONS ACT 48

(3) A corporation shall not reduce its stated capital for any purpose, other than the purpose mentioned in subsection (1)(c), if there are reasonable grounds for believing that (

a) the corporation is, or would after the reduction be, unabl e to pay its liabilities as they become due, or (

b) the realizable value of th e corporation’s assets would thereby be less than the aggregate of its liabilities.

(4) A creditor of a corporation is entitled to apply to the Court for an order compelling a shareholder or other recipient (

a) to pay to the corporation an amount equal to any liability of the shareholder that was extinguished or reduced contrary to this section, or (

b) to pay or deliver to the corporation any money or property that was paid or distributed to the shareholder or other recipient as a consequence of a reduction of capital made contrary to this section.

(5) An action to enforce a liability imposed by this

section may not be commenced after 2 years from the date of the action complained of.

(6) This

section does not affect any liability that arises under

section 118. 1981 cB-15 s36 Adjustment of stated capital account 39(1) On a purchase, redemption or other acquisition by a corporation under

section 34, 35, 36, 46, 191 or 242(3)(

g) of shares or fractions of shares issued by it, the corporation shall deduct from the stated capital account maintained for the class or series of shares purchased, redeemed or otherwise acquired an amount equal to the result obtained by multiplying the stated capital of the shares of that class or series by the number of shares or fractions of shares of that class or series purchased, redeemed or otherwise acquired, divided by the number of issued shares of that class or series immediately before the purchase, redemption or other acquisition.

(2) A corporation shall deduct the amount of a payment made by the corporation to a shareholder under

section 242(3)(

h) from the stated capital account maintained for the class or series of shares in respect of which the payment was made.

(3) A corporation shall adjust its stated capital account or accounts in accordance with a special resolution referred to in

section 38(2).

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(4) On a conversion or a change under

section 173, 192, 193 or 242 of issued shares of a corporation into shares of another class or series, the corporation shall (

a) deduct from the stated ca pital account maintained for the class or series of shares converted or changed an amount equal to the result obtained by multiplying the stated capital of the shares of that class or series by the number of shares of that class or series converted or changed, divided by the number of issued shares of that class or series immediately before the conversion or change, and (

b) add the result obtained und er clause (

a) and any additional consideration pursuant to the conversion or change to the stated capital account maintained or to be maintained for the class or series of shares into which the shares have been converted or changed.

(5) For the purposes of subsection (4) and subject to its articles, if a corporation issues 2 classes of shares and there is attached to each class a right to convert a share of the one class into a share of the other class and a share of one class is converted into a share of the other class, the amount of stated capital attributable to a share in either class is the aggregate of the stated capital of both classes divided by the number of issued shares of both classes immediately before the conversion.

(6) Shares or fractions of shares issued by a corporation and purchased, redeemed or otherwise acquired by it shall either be cancelled or restored to the status of authorized but unissued shares.

(7) For the purposes of this section, a corporation holding shares in itself as permitted by

section 33(1) and (2) is deemed not to have purchased, redeemed or otherwise acquired those shares.

(8) Shares issued by a corporation and converted pursuant to their terms or changed under

section 173, 192, 193 or 242 into shares of another class or series shall become issued shares of the class or series of shares into which the shares have been converted or changed.

(9) If issued shares of a class or series have become, pursuant to subsection (8), issued shares of another class or series, the number of unissued shares of the first-mentioned class or series must, unless the articles of amendment or reorganization otherwise provide, be increased by the number of shares that, pursuant to subsection (8), became shares of another class or series. 1981 cB-15 s37

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Chapter B-9 BUSINESS CORPORATIONS ACT 50 Repayment, acquisition and reissue of debt obligations 40(1) Debt obligations issued, pledged, hypothecated or deposited by a corporation are not redeemed by reason only that the indebtedness evidenced by the debt obligations or in respect of which the debt obligations are issued, pledged, hypothecated or deposited is repaid, and those obligations remain obligations of the corporation until they are discharged.

(2) Debt obligations issued by a corporation and purchased, redeemed or otherwise acquired by it may be cancelled or, subject to any applicable trust indenture or other agreement, may be reissued, pledged or hypothecated to secure any obligation of the corporation then existing or thereafter incurred, and any such acquisition and reissue, pledge or hypothecation is not a cancellation of the debt obligations. 1981 cB-15 s37.1;1983 c20 s6 Enforceability of contract against corporation 41(1) A contract with a corporation providing for the purchase by it of shares of the corporation is specifically enforceable against the corporation except to the extent that the corporation cannot perform the contract without being in breach of

section 34 or 35.

(2) In an action brought on a contract referred to in subsection (1), the corporation has the burden of proving that performance of the contract is prevented by

section 34 or 35.

(3) Until the corporation has fully performed a contract referred to in subsection (1), the other party to that contract retains the status of a claimant and is entitled to be paid as soon as the corporation is lawfully able to do so or, in liquidation, to be ranked subordinate to the rights of creditors and to the rights of any class of shareholders whose rights were in priority to the rights given to the class of shares that the claimant contracted to sell to the corporation, but in priority to the rights of the other shareholders. 1981 cB-15 s38 Commission on sale of shares 42 The directors may authorize the corporation to pay a reasonable commission to any person in consideration of the person’s purchasing or agreeing to purchase shares of the corporation from the corporation or from any other person, or procuring or agreeing to procure purchasers for shares of the corporation. 1981 cB-15 s39 Dividends 43 A corporation shall not declare or pay a dividend if there are reasonable grounds for believing that

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Chapter B-9 BUSINESS CORPORATIONS ACT 51 (

a) the corporation is, or would after the payment be, unable to pay its liabilities as they become due, or (

b) the realizable value of th e corporation’s assets would thereby be less than the aggregate of its liabilities and stated capital of all classes. 1981 cB-15 s40 Form of dividend 44(1) A corporation may pay a dividend by issuing fully paid shares of the corporation and, subject to

section 43, a corporation may pay a dividend in money or property.

(2) If shares of a corporation are issued in payment of a dividend, the directors may add all or part of the value of those shares to the stated capital account maintained or to be maintained for the shares of the class or series issued in payment of the dividend. RSA 2000 cB-9 s44;2005 c8 s17 Financial assistance 45(1) In this section, “financial assistance” means financial assistance by means of a loan, guarantee or otherwise.

(2) A corporation may give financial assistance to any person for any purpose.

(3) Subject to subsection (4), a corporation must disclose to its shareholders, in accordance with the regulations, financial assistance that the corporation gives to (

a) a shareholder or director of the corporation or of an affiliated corporation, (

b) an associate of a sharehold er or director of the corporation or of an affiliated corporation, or (

c) any person for the purpose of or in connection with a purchase of a share issued or to be issued by the corporation or an affiliated corporation.

(4) A corporation is not required to disclose to its shareholders financial assistance that it gives (

a) to any person in the ordinary course of business if the lending of money is part of the ordinary business of the corporation, (

b) to any person on account of expenditures incurred or to be incurred on behalf of the corporation,

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c) to a holding body corporate if the corporation is a wholly owned subsidiary of the holding body corporate, (

d) to a subsidiary body corporate of the corporation, (

e) to employees of the corpor ation or any of its affiliates (

i) to enable them to purchase or erect or to assist them in purchasing or erecting living accommodation for their own occupation, or (ii) in accordance with a plan for the purchase of shares of the corporation or any of its affiliates to be held by a trustee, o r (

f) to any person if all the shareholders have consented to giving the financial assistance.

(5) A contract made by a corporation in contravention of this

section may be enforced by the corporation or by a lender for value in good faith without notice of the contravention. 1981 cB-15 s42;2000 c10 s2 Shareholder immunity 46(1) The shareholders of a corporation are not, as shareholders, liable for any liability, act or default of the corporation except under

section 38(4), 118(5) and (6), 146(7) or 227(4) or

Part 2.1.

(2) The articles may provide that the corporation has a lien on a share registered in the name of a shareholder or the shareholder’s legal representative for a debt of that shareholder to the corporation, including an amount unpaid in respect of a share issued by a body corporate on the date that it was continued under this Act.

(3) A corporation may enforce a lien referred to in subsection (2) in accordance with its bylaws. RSA 2000 cB-9 s46;2005 c8 s18;2006 cS-4.5 s106; 2021 c18 s12

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Part 6 Security Certificates, Registers and Transfers Transfers of securities 47 Except as otherwise provided in this Act and the Civil Enforcement Act, the transfer or transmission of a security is governed by the Securities Transfer Act. RSA 2000 cB-9 s47;2006 cS-4.5 s106 Security certificates 48(1) A security holder is entitled at the security holder’s option to a security certificate that complies with this Act or a non-transferable written acknowledgment of the security holder’s right to obtain a security certificate from a corporation in respect of the securities of that corporation held by the security holder.

(2) A corporation may charge a fee in an amount not exceeding the maximum amount prescribed in the regulations for a security certificate issued in respect of a transfer.

(3) A corporation is not required to issue more than one security certificate in respect of securities held jointly by several persons, and delivery of a certificate to one of several joint holders is sufficient delivery to all.

(4) A security certificate must be signed by at least one director or officer of the corporation or by or on behalf of a registrar, transfer agent or branch transfer agent of the corporation or by a trustee who certifies it in accordance with a trust indenture.

(5) Any signatures required on a security certificate may be printed or otherwise mechanically reproduced on it.

(6) If a security certificate contains a printed or mechanically reproduced signature of a person, the corporation may issue the security certificate, notwithstanding that the person has ceased to be a director or an officer of the corporation, and the security certificate is as valid as if the person were a director or an officer at the date of its issue.

(7) There shall be stated legibly on the face of each share certificate issued by a corporation (

a) the name of the corporation, (

b) the words “Incorporated under the Business Corporations Act”, (

c) the name of the person to whom it was issued, and

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Chapter B-9 BUSINESS CORPORATIONS ACT 54 (

d) the number and class of shares and the designation of any series that the certificate represents.

(7.1) A security certificate may be issued in electronic form.

(8) Repealed 2006 cS-4.5 s106.

(9) A reporting issuer whose shares are held by more than one person shall not restrict the transfer of its shares except by way of a constraint permitted under

section 174.

(10) There shall be stated legibly on a share certificate issued by a corporation that is authorized to issue shares of more than one class or series (

a) the rights, privileges, r estrictions and conditions attached to the shares of each class and series that exists when the share certificate is issued, or (

b) that the class or series of shares that it represents has rights, privileges, restrictions or conditions attached to it and that the corporation will furnish to a shareholder, on demand and without charge, a full copy of the text of (

i) the rights, privileges, r estrictions and conditions attached to each class authorized to be issued and to each series insofar as they have been fixed by the directors, and (ii) the authority of the directors to fix the rights, privile ges, restrictions and conditions of subsequent series.

(11) If a share certificate issued by a corporation contains the statement mentioned in subsection (10)(b), the corporation shall furnish to a shareholder, on demand and without charge, a full copy of the text of (

a) the rights, privileges, r estrictions and conditions attached to each class authorized to be issued and to each series insofar as they have been fixed by the directors, and (

b) the authority of the directors to fix the rights, privileg es, restrictions and conditions of subsequent series.

(12) A corporation may issue a certificate for a fractional share or may issue in its place scrip certificates in a form that entitles the holder to receive a certificate for a full share by exchanging scrip certificates aggregating a full share.

(13) The directors may attach conditions to any scrip certificates issued by a corporation, including conditions that

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a) the scrip certificates becom e void if they are not exchanged for a share certificate representing a full share before a specified date, and (

b) any shares for which those scrip certificates are exchangeable may, notwithstanding any pre-emptive right, be issued by the corporation to any person and the proceeds of those shares distributed rateably to the holders of the scrip certificates.

(14) A holder of a fractional share issued by a corporation is not entitled to exercise voting rights or to receive a dividend in respect of the fractional share, unless (

a) the fractional share results from a consolidation of shares, or (

b) the articles of the corporation otherwise provide.

(15) A holder of a scrip certificate is not entitled to exercise voting rights or to receive a dividend in respect of the scrip certificate. RSA 2000 cB-9 s48;2005 c8 s19;2006 cS-4.5 s106; 2021 c18 s13 Securities records 49(1) A corporation shall maintain a securities register in which it records the securities issued by it in registered form, showing with respect to each class or series of securities (

a) the name and current cont act information of each person who is or has been a security holder, (

b) the number of s ecurities held by each security holder, and (

c) the date and par ticulars of the issue and transfer of each security.

(2) A corporation shall keep the information entered in the register referred to in subsection (1) for the period of time prescribed in the regulations.

(3) A corporation may appoint (

a) one or more trust corporations as its agent or agents to maintain a central securities register or registers, and (

b) an agent or agents to maint ain a branch securities register or registers.

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(4) Registration of the issue or transfer of a security in the central securities register or in a branch securities register is complete and valid registration for all purposes.

(5) A branch securities register shall contain particulars of securities issued or transferred at that branch.

(6) Particulars of each issue or transfer of a security registered in a branch securities register shall also be kept in the corresponding central securities register.

(7) Neither a corporation, nor its agent nor a trustee defined in

section 81(1) is required to produce (

a) a cancelled security certif icate in registered form, an instrument referred to in

section 31(1) that is cancelled or a like cancelled instrument in registered form 6 years after the date of its cancellation, (

b) a cancelled security cer tificate in bearer form or an instrument referred to in

section 31(1) that is cancelled or a like cancelled instrument in bearer form after the date of its cancellation, or (

c) an instrument referred to in

section 31(1) or a like instrument, irrespective of its form, after the date of its expiry. RSA 2000 cB-9 s49;2021 c18 s14 Dealings with registered holders and transmission on death 50(1) A corporation or a trustee as defined in

section 81(1) may, subject to sections 133, 134 and 137 and the Civil Enforcement Act, treat the registered owner of a security as the person exclusively entitled to vote, to receive notices, to receive any interest, dividend or other payments in respect of the security, and otherwise to exercise all the rights and powers of an owner of the security.

(2) Notwithstanding subsection (1), but subject to a unanimous shareholder agreement, a corporation whose articles restrict the right to transfer its securities shall, and any other corporation may, treat a person as a registered security holder entitled to exercise all the rights of the security holder the person represents if that person furnishes evidence as described in

section 87(3) of the Securities Transfer Act to the corporation that the person is (

a) the executor, administrator , heir or legal representative of the heirs of the estate of a deceased security holder,

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b) a guardian, committee, trust ee, curator or tutor representing a registered security holder who is an infant, an incompetent person or a missing person, or (

c) a liquidator of, or a trust ee in bankruptcy for, a registered security holder.

(3) If a person on whom the ownership of a security devolves by operation of law, other than a person described in subsection (2), furnishes proof of the person’s authority to exercise rights or privileges in respect of a security of the corporation that is not registered in the person’s name, the corporation shall treat that person as entitled to exercise those rights or privileges.

(4) A corporation is not required to inquire into the existence of, or see to the performance or observance of, any duty owed to a third person by a registered holder of any of its securities or by anyone whom it treats, as permitted or required by this section, as the owner or registered holder of the securities.

(5) If an infant exercises any rights of ownership in the securities of a corporation, no subsequent repudiation or avoidance is effective against the corporation.

(6) A corporation shall treat as owner of a security the survivors of persons to whom the security was issued if (

a) it receives proof satisfact ory to it of the death of any joint holder of the security, and (

b) the security provides that the persons to whom the securit y was issued are joint holders with right of survivorship.

(7) Subject to any applicable law relating to the collection of taxes, a person referred to in subsection (2)(

a) is entitled to become a registered holder or to designate a registered holder, if the person deposits with the corporation or its transfer agent (

a) the original grant of probate or of letters of administrat ion, or a copy of it certified to be a true copy by (

i) the court that granted the probate or letters of administration, (ii) a trust company incorporated under the laws of Canada or a province or territory, or (iii) a lawyer or notary acting on behalf of the person referred to in subsection (2)(a),

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Section 50

Chapter B-9 BUSINESS CORPORATIONS ACT 58 o r (

b) in the case of transmission by notarial will in the Province of Quebec, a copy of the will authenticated pursuant to the laws of that province, together with (

c) an affidavit, statutory declaration or declaration of transmission made by a person referred to in subsection (2)(a), stating the particulars of the transmission, and (

d) the security certificate th at was owned by the deceased holder (

i) in the case of a transfer to a person referred to in subsection (2)(a), with or without the endorsement of that person, and (ii) in the case of a transfer to any other person, endorsed i n accordance with

section 29 of the Securities Transfer Act, and accompanied with any ass urance the corporation may require under

section 87 of the Securities Transfer Act.

(8) Notwithstanding subsection (7), if the laws of the jurisdiction governing the transmission of a security of a deceased holder do not require a grant of probate or of letters of administration in respect of the transmission, a legal representative of the deceased holder is entitled, subject to any applicable law relating to the collection of taxes, to become a registered holder or to designate a registered holder, if the legal representative deposits with the corporation or its transfer agent (

a) the security certificate th at was owned by the deceased holder, and (

b) reasonable proof of the gov erning laws, of the deceased holder’s interest in the security and of the right of the legal representative or the person the legal representative designates to become the registered holder.

(9) Deposit of the documents required by subsection (7) or (8) empowers a corporation or its transfer agent to record in a securities register the transmission of a security from the deceased holder to a person referred to in subsection (2)(

a) or to any person that the person referred to in subsection (2)(

a) may designate and, subsequently, to treat the person who thus becomes a registered holder as the owner of the security. RSA 2000 cB-9 s50;2006 cS-4.5 s106

RSA 2000

Section 51

Chapter B-9 BUSINESS CORPORATIONS ACT 59 Overissue 51(1) When there has been an overissue within the meaning of the Securities Transfer Act and the corporation subsequently amends its articles, or a trust indenture to which it is a party, to increase its authorized securities to a number equal to or in excess of the number of securities previously authorized plus the amount of the securities overissued, the securities so overissued are valid from the date of their issue. (2) Subsection (1) does not apply if the issuer has purchased and delivered a security in accordance with

section 67(2) or (3) of the Securities Transfer Act.

(3) A purchase or payment in accordance with

section 67(2) or (3) of the Securities Transfer Act is not a purchase or payment to which

section 34, 35, 36 or 39 applies. RSA 2000 cB-9 s51;2006 cS-4.5 s106 52 to 80 Repealed 2006 cS-4.5 s106.

Part 7 Trust Indentures

Interpretation and application 81(1) In this Part, (a) “event of default” means a n event specified in a trust indenture on the occurrence of which (

i) a security interest constituted by the trust indenture becomes enforceable, or (ii) the principal, interest and other money payable under the trust indenture become or may be declared to be payable before maturity, but the event is not an event of default until all conditions prescribed by the trust indenture in connection with that event for the giving of notice or the lapse of time or otherwise have been satisfied; (b) “trustee” means any person a ppointed as trustee under the terms of a trust indenture to which a corporation is a party and includes any successor trustee; (c) “trust indenture” means any deed, indenture or other instrument, including any supplement or amendment to it, made by a corporation after its incorporation or continuance

RSA 2000

Section 82

Chapter B-9 BUSINESS CORPORATIONS ACT 60 under this Act, under which the corporation issues debt obligations and in which a person is appointed as trustee for the holders of the debt obligations issued under it.

(2) This Part applies to a trust indenture only if the debt obligations issued or to be issued under the trust indenture are part of a distribution to the public. RSA 2000 cB-9 s81;2016 c18 s1 Conflict of interest 82(1) No person shall be appointed as trustee if there is a material conflict of interest between the person’s role as trustee and the person’s role in any other capacity.

(2) A trustee shall, within 90 days after the trustee becomes aware that a material conflict of interest exists, (

a) eliminate the conflict of interest, or (

b) resign from office.

(3) A trust indenture, any debt obligations issued under it and a security interest effected by it are valid notwithstanding a material conflict of interest of the trustee.

(4) If a trustee contravenes subsection (1) or (2), any interested person may apply to the Court for an order that the trustee be replaced, and the Court may make an order on any terms it thinks fit. 1981 cB-15 s78 Qualification of trustee 83 A trustee, or at least one of the trustees if more than one is appointed, shall be a trust corporation. 1981 cB-15 s79;1991 cL-26.5 s335(7) List of security holders 84(1) A holder of debt obligations issued under a trust indenture may, on payment to the trustee of a reasonable fee, require the trustee to furnish within 15 days after delivering to the trustee the statutory declaration referred to in subsection (4), a list setting out (

a) the names and contact information of the registered holder s of the outstanding debt obligations, (

b) the principal amount of outstanding debt obligations owned by each of those holders, and (

c) the aggregate principal amount of debt obligations outstanding, as shown on the records maintained by the

RSA 2000

Section 85

Chapter B-9 BUSINESS CORPORATIONS ACT 61 trustee on the day that the statutory declaration is delivered to that trustee.

(2) On the demand of a trustee, the issuer of debt obligations shall furnish the trustee with the information required to enable the trustee to comply with subsection (1).

(3) If the person requiring the trustee to furnish a list under subsection (1) is a body corporate, the statutory declaration required under that subsection shall be made by a director or officer of the body corporate.

(4) The statutory declaration required under subsection (1) shall state (

a) the name and contact information of the person requiring t he trustee to furnish the list and, if the person is a body corporate, the address for service of the body corporate, and (

b) that the list will not be us ed except as permitted under subsection (5).

(5) A list obtained under this

section shall not be used by any person except in connection with (

a) an effort to influence the voting of the holders of debt obligations, (

b) an offer to acquire debt obligations, or (

c) any other matter relating to the debt obligations or the affairs of the issuer or guarantor of the debt obligations.

(6) A person who, without reasonable cause, contravenes subsection (5) is guilty of an offence and liable to a fine of not more than $5000 or to imprisonment for a term of not more than 6 months or to both. RSA 2000 cB-9 s84;2021 c18 s15 Evidence of compliance 85(1) An issuer or a guarantor of debt obligations issued or to be issued under a trust indenture shall before the doing of any act under clause (a), (

b) or (c), furnish the trustee with evidence of compliance with the conditions in the trust indenture relating to (

a) the issue, certification and delivery of debt obligations under the trust indenture, (

b) the release or release and substitution of property subjec t to a security interest constituted by the trust indenture, or

RSA 2000

Section 86

Chapter B-9 BUSINESS CORPORATIONS ACT 62 (

c) the satisfaction and discharge of the trust indenture.

(2) On the demand of a trustee, the issuer or guarantor of debt obligations issued or to be issued under a trust indenture shall furnish the trustee with evidence of compliance with the trust indenture by the issuer or guarantor in respect of any act to be done by the trustee at the request of the issuer or guarantor. 1981 cB-15 s81 Contents of declaration 86 Evidence of compliance as required by

section 85 shall consist of (

a) a statutory declaration or c ertificate made by a director or an officer of the issuer or guarantor stating that the conditions referred to in that

section have been complied with, and (

b) if the trust indenture requ ires compliance with conditions that are subject to review (

i) by legal counsel, an opinion of legal counsel that those conditions have been complied with, and (ii) by an auditor or accountant, an opinion or report of the auditor of the issuer or guarantor, or any other accountant the trustee may select, that those conditions have been complied with. 1981 cB-15 s82 Further evidence of compliance 87 The evidence of compliance referred to in

section 86 shall include a statement by the person giving the evidence (

a) declaring that the person has read and understands the conditions of the trust indenture described in

section 85, (

b) describing the nature and scope of the examination or investigation on which the person based the certificate, statement or opinion, and (

c) declaring that the person has made any examination or investigation that the person believes necessary to enable the person to make the statements or give the opinions contained or expressed in it. 1981 cB-15 s83 Trustee may require evidence of compliance 88(1) On the demand of a trustee, the issuer or guarantor of debt obligations issued under a trust indenture shall furnish the trustee with evidence in any form the trustee may require as to compliance

RSA 2000

Section 89

Chapter B-9 BUSINESS CORPORATIONS ACT 63 with any condition of the trust indenture relating to any action required or permitted to be taken by the issuer or guarantor under the trust indenture.

(2) At least once in each 12-month period beginning on the date of the trust indenture and at any other time on the demand of a trustee, the issuer or guarantor of debt obligations issued under a trust indenture shall furnish the trustee with a certificate that the issuer or guarantor has complied with all requirements contained in the trust indenture that, if not complied with, would, with the giving of notice, lapse of time or otherwise, constitute an event of default, or, if there has been failure to so comply, giving particulars of the failure. 1981 cB-15 s84 Notice of default 89 The trustee shall, within 30 days after the trustee becomes aware of its occurrence, give to the holders of debt obligations issued under a trust indenture, notice of every event of default arising under the trust indenture and continuing at the time that the notice is given, unless the trustee reasonably believes that it is in the best interests of the holders of the debt obligations to withhold the notice and so informs the issuer or guarantor in writing. 1981 cB-15 s85 Trustee’s duty of care 90 A trustee in exercising the trustee’s powers and discharging the trustee’s duties shall (

a) act honestly and in good faith with a view to the best interests of the holders of the debt obligations issued under the trust indenture, and (

b) exercise the care, diligen ce and skill of a reasonably prudent trustee. 1981 cB-15 s86 Trustee’s reliance on statements 91 Notwithstanding

section 90, a trustee is not liable if the trustee relies in good faith on statements contained in a statutory declaration, certificate, opinion or report that complies with this Act or the trust indenture. 1981 cB-15 s87 No exculpation of trustee by agreement 92 No term of a trust indenture or of any agreement between (

a) a trustee and the holders of debt obligations issued under the trust indentur

Document details

Collection	Alberta — Consolidated Statutes
Citation	RSA 2000 cB-9
Type	statute
Volume / chapter	B09
Language	en
Format	pdf
Source	PROVINCIAL
Identifier	589963ffdd7eba012f2bb97de916e50da32cba93

Source file is stored in the law ingest library (pdf).