Corporate

Status Booklet

AlbertaAlbertaAlbertaAlberta

Revised November 2013Revised November 2013Revised November 2013Revised November 2013

Understanding Your Corporate Status

Alberta

Index

Introduction……………………………………………………………………………1 Explanation of Corporate Status Terms……………………………………………….1 How to incorporate your club…………………………………………………………2 Registration Fees………………………………………………………………………2 Annual Obligations and Responsibilities……………………………………………...3 Revival………………………………………………………………………………...3 Appendix A How to form a non-profit tip sheet…………………………………………………5-6 Notice of Directors……………..…………………………………………………….7 Notice of Directors Instructions………………………………………………………8

Appendix B Annual Return…………………………………………………………………….…10

Annual Return Instructions……………………………………………………….…11 Notice of Address Change…………………………………………………………..12 Notice of Address Change Instructions……………………………………………..13

Appendix C Sample Resolution………………………………………………………………..15-16 Q & A………………………………………………………………………….…17-20

Understanding Your Corporate Status

Alberta

At its March 2002 meeting, the National Board of Directors of the Kinsmen and Kinette Clubs of Canada instructed its national staff to determine the corporate status of all active clubs in our Association. According to Article 16, section 1 of our Association’s Constitution and By-laws, it is mandatory for all active clubs to become incorporated upon chartering and to remain in good standing and in accordance with their provincial or territorial statutes.

The following will appear on your Corporate Status Report:

Corporation Number: Incorporation Date: Current Status: Date of Dissolution: Year of Last Annual Return: Date if Revival:

Explanation of Terms

Corporation Number: - Identification number for the Registry. - It should be kept on hand as it will allow you to

more easily access your corporate information if you need to call the Companies Office.

Date Of Incorporation: - Date that your club filed for incorporation - Also becomes your anniversary month, the

month you must file your annual return.

Status: - Active: this means you are up to date with all your filings

- Default: you have failed to file an Annual Return for at least one year

- Dissolved: You have failed to file an Annual Return for two consecutive years

- See the next section for information on Revival.

Date of Dissolution: - Date that your club lost its active status.

Last Annual Return: - The last time your club filed an Annual Return. - If your club is up to date it should read the year

that just passed/or the current year - If it reads prior to that year you must file annual

returns for all the missing years, including the current one

- See the following section for more information on this.

Date of Revival: - Date your club became re-incorporated

How to Incorporate a non-profit company

Forming a no-profit

- Provide a company name (your club name) - Describe the objectives or the purposes for which you want your club incorporated - Provide the bylaws, and give an address for your club.

Non-Profit Company Names - The first step in incorporating a non-profit is to choose a name - The name your club is Chartered under is the name you should request - Obtain a NUANS Report, to determine whether your club can use the name you have chosen

Non-Profit Company Structure - Complete an application form which includes the objects or purposes for which the non-profit was

incorporated - Complete a set of bylaws. These bylaws establish how the non-profit is organized and the rules

governing its activities - Bylaws must include how new members join, and what their rights and responsibilities are. - Other bylaws must set out how the membership will be notified for meetings, how directors may be

appointed and removed - Bylaws will be and should be consistent with the National Constitution and By-laws of Kin Canada. - For the convenience of the companies founding subscribers, Corporate Registry can provide a

standard set of documents, including both the application and bylaws. - Both documents may be amended after incorporation. - Set out the complete address of the non-profit. - This address is where all correspondence will be sent to your club from the Registry. - It is advised that you use an address that is going to be affiliated with your club for a long period of

time. - Be sure to file a Change of Address form when that address is no longer affiliated with the club, or

with maintaining the clubs corporate status. Do not use National Headquarters address for any of your Corporate filings, use one that is directly affiliated to your club. All changes must be made within 15 days of the change in address or director.

- Submit the completed forms, together with the NUANS report and the incorporation fee, to the Corporate Registry office.

Alberta Registries

Corporate Registry

Box 1007

Station Main

Edmonton, AB T5J 4W6

Email: corp.reg@gov.ab.ca

Corporate Registry Phone: (780) 427-2311

Corporate Registration Fees for Non-Profit Organizations 1. Incorporation/Registration $75 2. Amalgamation $25 9. Any Certificate or Certification 3. Articles of Amendment $25 for which a fee is not provided $25 4. Restoration/Revival $75 5. Change of Objectives $25 6. Change of Name $25 7. Annual Return $0 8. Appointment of Receiver $0

Annual Obligations and Responsibilities

Failure to comply - May result in the legal entity being removed from the Corporate Registry’s active records. - Filing an Annual Return is one such requirement. Other forms include, Change Notices, and Amend

Notices.

Annual Returns - Annual return information must be provided by the legal entity (your club) each and every year. - The annual return provides information about the directors and officers of the non-profit company. - If the Annual Return information is not filed, your non-profit company will ultimately be dissolved. - Corporate Registry will mail a copy of your Annual Return one-month prior to your anniversary month

(the original month you became incorporated). - If you do not receive this form, you are still required to file it - See Appendix B for Copy of Annual Return - Annual Return will come pre-printed by mail one month prior to the anniversary month of the

incorporation/ - Non-profit companies are required to file updates of their addresses and changes to their officers

and directors.

- This must be submitted directly to the Corporate Registry Office. - Please note you must send National Headquarters annual confirmation of filing your Annual Return.

Please forward a copy or the actual receipt you receive from the Registry after filing. Amendments

- To objects and bylaws or name of a non-profit company must be in accordance with the Companies Act.

- Requests for amendments must be in writing and submitted directly to the Corporate Registry Office - Society forms may be obtained online or from Corporate Registry by calling (780) 427-2311 and then

pressing "3" on a touch-tone phone. - Requests for society forms may be mailed to Corporate Registry, Box 1007, Station Main, Edmonton

AB T5J 4W6.

Revive a Legal Entity

Reviving a non-profit company usually requires a court order. The Companies Act must be consulted for specifics.

To revive an Alberta society or restore a non-profit company, a request must be submitted to the Corporate Registry office.

Appendix A

How to Form a Non-Profit Company Tipsheet __________________________________________________________________________________________

Non-profit companies are incorporated under the Companies Act. They are organized like businesses but have non-profit goals or objectives. All of a non-profit company’s profits and income are to be used to promote the company’s objectives. A non-profit company is prohibited from paying dividends to members. A statement to this effect must be included in the company’s memorandum of association. Private non-profit companies have restrictions on the number of members or shareholders and transfer of memberships or shares. At least two people are needed to form a private company. Public non-profit companies do not have restrictions on the number of members or shareholders and transfer of membership or shares. At least three people are needed to form a public company. INCORPORATION CHECKLIST To incorporate under the Companies Act, you must send the following to Registries:

√ two copies of the memorandum of association.

See the sample on the back of this page.

√ two copies of the articles of association. These

are the internal rules of the company. You must prepare your own articles or do one of the following:

if your company is limited by shares, you may use table a of the Companies Act and its articles

if your company is limited by the guarantee of its members, you may use table a but you must remove all references to shares

in the articles of association of private companies you must include the provisions of section 1(r) (i) or 1(r) (ii) of the Companies Act. If these provisions are not included, the company is registered as a public company.

√ the articles of association shall be signed by

each subscriber to the memorandum of association in the presence of a witness who shall attest the signatures. The articles of association must be dated.

√ two copies of the notice of address. A form is

available on our website at www.servicealberta.gov.ab.ca.

√ a current Alberta name search report. This

report must be purchased from one of the businesses on our website at www.servicealberta.gov.ab.ca/732.cfm. Registries will use this report to decide if your proposed name meets the requirements of the Companies Act.

√ incorporation fee of $75. Make cheque payable

to the Minister of Finance. Mailing Address: Service Alberta Registries P.O. Box 1007 Stn. Main Edmonton AB T5J 4W6 Walk-in Service: Service Alberta Registries John E. Brownlee Building 10365 – 97 Street Edmonton AB T5J 3W7 For information call: Edmonton: (780) 427-2311 To contact Alberta Government offices toll free, dial 310 0000 then follow the instructions.

Sample One Companies limited by Guarantee (all items listed below must be included in your memorandum) Memorandum of Association 1. The name of the company is:_______________ _________________________________________ 2. The objectives of the company are: _________ _________________________________________ 3. The liability of the members is limited. 4. All profits and income will be used to promote the company’s objectives. No dividends will be paid to members. 5. Members undertake to contribute to the assets of the company if it is wound up while they are members, or within a year of their leaving the company. This contribution is to be used to pay any debts and liabilities that the company had before they ceased to be members. The contribution is also to be used to pay any costs, charges, and expenses of winding-up, and for adjustment of the rights of the contributors. This amount may not exceed $___________________. 6. Date:__________________________________ 7. The following clause must be stated: WE, the several persons whose names and addresses are subscribed hereunder are desirous of being formed into a company in pursuance of this memorandum of association. 8. Subscribers’ names, addresses and signatures. 9. Witness’ name, address and signature.

Sample Two Companies limited by Shares (all items listed below must be included unless otherwise specified) Memorandum of Association 1. The name of the company is: ______________ _________________________________________ 2. The objectives of the company are: _________ _________________________________________ 3. The liability of the members is limited. 4. All profits and income will be used to promote the company’s objectives. No dividends will be paid to members. 5. The authorized capital of the company is ______ divided into __________ shares with a nominal or par value of $___________ each. (Do not include this item if there are not any shares with par value.) 6. The company is authorized to issue __________ shares without nominal or par value. (Do not include this item and item seven if all shares have par value.) 7. The maximum price or consideration at, or for which, the shares without nominal or par value may be sold is $__________. (This is an optional item.) 8. Date:_________________________________ 9. The following clause must be stated: WE, the several persons whose names and addresses are subscribed hereunder are desirous of being formed into a company in pursuance of this memorandum of association and respectively agree to take the number of shares in the company set opposite our respective names 10. Subscriber’s names, addresses and signatures and number and types of shares issued to each. 11. Witness’ name, address and signature.

6. To be completed only by Alberta Corporations:Are at least 1/4 of the members of the Board of Directors resident Canadians?

4. The following persons ceased to hold office as Director(s) on :

Name of Director(Last, First, Second)

1. Name of Corporation

Mailing Address (including postal code)Name of Director(Last, First, Second)

Mailing Address (including postal code)Name of Director(Last, First, Second)

Mailing Address (including postal code)

5. As of this date, the Director(s) of the corporation are:

Are you aresident

Canadian?

year / month / day

NoYes

3. The following persons were appointed Director(s) on :year / month / day

Alberta CorporateAccess Number

2.

Notice of Directors orNotice of Change of Directors

Authorized Signature(applicable for non-profit companies only)

Identification(not applicable for non-profit companies)

Telephone Number (daytime) Title (please print)

DateName of Person Authorizing (please print)

Business Corporations ActSections 106, 113 and 289

REG3017 (2005/08)

Are you aresident

Canadian?Yes No

Yes No

This information is being collected for the purposes of corporate registry records in accordance with the Business Corporations Act. Questions about the collection of this information can be directed to the Freedom of Information and Protection of Privacy Coordinatorfor the Alberta Government, Box 3140, Edmonton, Alberta T5J 2G7, (780) 427-7013.

Notice of Directors or Notice of Change of DirectorBUSINESS CORPORATIONS ACT

Alberta and Extra Provincial Corporations:When the information is submitted to your serviceprovider, the following must be included:• name of person authorizing• title of person authorizing• identification of the authorized person• date• daytime telephone number

Non-Profit Companies:When submitting your form, the following mustbe included:• signature of person authorizing• name of person authorizing• title of person authorizing• date• daytime telephone number

For information call:Edmonton: (780) 427-2311Toll-free: 310-0000 and

Walk-in ServiceCorporate RegistryJohn E. Brownlee Bldg.10365 - 97 StreetEdmonton, Alberta

Complete this form and return both copies(no fee required) to:

Service AlbertaPO BOX 1007 STN MAINEDMONTON AB T5J 4W6

FOR NON-PROFIT COMPANIES ONLY

then dial 427-2311

NOTE: Due to limited space, an appropriate attachment adhering to Section 1 of the Regulations is acceptable. Attachments or schedules should clearly indicate which item they pertain to.

INSTRUCTIONSThis information is submitted to your authorized service provider for filing with the Registrar pursuant to the BusinessCorporations Act and must conform to Section 1 of the Regulations made under this Act.

• This form should not be used to submit a change of directors address.• This form is not to be used by Alberta Societies.

• Submit this information to your authorized service provider for filing with the Registrar within 1 month of any change.• Complete Items 1, 2, and 5, as well as Item 3 or 4, or Items 3 and 4, where applicable.

Extra-Provincial Corporations:

If this is for a change of directors you must enter the Alberta Corporate Access Number of this corporation. It is printed on the top right-hand corner of the:

• Certificate of Incorporation• Certificate of Continuance

Item 2.

Enter the corporation's full legal name in Alberta.Item 1.

Submit this information to your authorized service provider for filing with the Registrar:• Upon incorporation, continuance, or amalgamation • within 15 days of any change.

New corporations, continuances, or amalgamations are to complete Items 1, 5 and 6. For changes, complete items 1, 2, 5,and 6,as well as Item 3 or 4, or Items 3 and 4, where applicable.

Alberta Corporations:

• Certificate of Amalgamation• Certificate of Registration.

Alberta corporations only are to check the appropriate box. The Business Corporations Act requires at least1/4 of the directors of an Alberta corporation to be resident Canadians.

Item 5.

Item 6.

Item 4.

Enter the following information:• date the director(s) were appointed• complete name (last, first, second) • complete mailing address, including the postal code• if an Alberta corporation, check whether each director is or is not a resident Canadian.

If an Alberta corporation, a director must be an individual.

Item 3.

Enter the following information:• complete name (last, first, second)• complete mailing address, including the postal code• date the director(s) ceased to hold office.

Enter the following information:• complete name (last, first, second)• complete mailing address, including the postal code• if an Alberta corporation, indicate whether each director is or is not a resident Canadian.

Officer information is not required on this form.

REG3017 (2005/08)

Appendix B

Name and Address % of voting shares issued

Corporate Access Number

Name and Address % of voting shares issued

Corporate Access Number

Name and Address % of voting shares issued

Corporate Access Number

Name and Address % of voting shares issued

Corporate Access Number

Name and Address % of voting shares issued

Corporate Access Number

Name and Address % of voting shares issued

Corporate Access Number

Name and Address % of voting shares issued

Corporate Access Number

Name and Address % of voting shares issued

Corporate Access Number

Name and Address % of voting shares issued

Corporate Access Number

Name and Address % of voting shares issued

Corporate Access Number

Corporate Access No.

See instructions for completionon the back of this form. Annual Return

Date of Incorporation, Continuance, Amalgamation or Registration

For Year Ending

RE

G30

62 (

2006

/09)

YEAR MONTH DAY

1. Name of Corporation

2. Address

3. Has there been any change of directors?

4. If Yes, have Corporate Registry Records been updated?

Yes

Yes No

No

If No, attach the update to this form.

Date

Provide Identification (e.g. Operator's Licence)(not applicable for non-profit companies)

Authorized Signature(for non-profit companies only)

Name and Title of Person Authorizing(please PRINT)

Telephone Number

Business Corporations Act

5. SHAREHOLDER INFORMATION 6. CHANGES IN SHAREHOLDERS (if applicable)

7. IMPORTANT NOTICE TO CORPORATION

If a Director,check this box

If a Director,check this box

If a Director,check this box

If a Director,check this box

If a Director,check this box

If a Director,check this box

If a Director,check this box

If a Director,check this box

If a Director,check this box

If a Director,check this box

Non-Profit Companies only incorporated or amalgamated pursuant to the Companies Act. Complete this formand return (no fee required) to:

Annual ReturnINSTRUCTIONS - For corporations incorporated, continued, amalgamated or registeredpursuant to the Business Corporations Act.

REG3062 (2006/09)

The filing of annual returns, with the exception of non-profits, are no longer processed at a governmentoffice. Please take your annual return to an authorized service provider for processing. For informationon authorized service providers, visit our website at www.servicealberta.gov.ab.ca or consult thetelephone directory under "Licence and Registry Services".

Service AlbertaPO BOX 1007 STN MAINEDMONTON AB T5J 4W6

1. Alberta Public Non-Profit Companies, pursuant to Section 162 of the Companies Act, must include the followinginformation with this form:

The information contained in an Annual Return shall be up to date as of the last day of the corporation'sanniversary month.

Items 2 and 3.Unless previously filed, any changes, additions or deletions made to the following items must be submitted to an authorizedservice provider.

• Registered Office Address / Address for Service by Mail• Attorney - Extra-Provincial Corporations Only• Address of Attorney - Extra-Provincial Corporations Only• Directors

Item 5. All corporations must answer this question. If the corporation has not filed an Annual Return previously, this item willbe blank.

• List the shareholders, their addresses, and the percentage of issued voting shares each holds• If there are more than five shareholders, list the five who hold the highest percentage of issued voting shares• If a shareholder is a corporation, give the corporate access number of that corporation• If the corporation is a distributing corporation and cannot give this shareholder information, indicate the name

and complete mailing address of the Transfer Agent• The percentages you give must add up to 100% unless you have listed only the five major shareholders• Indicate if this shareholder is also a director

Item 6. Give any changes or corrections to the shareholder information listed in Item 5. List any new shareholders. Refer toItem 5 for required shareholder information. Indicate if this shareholder is also a director.

Extra-provincial Non-Profit Corporations, registered pursuant to the Business Corporations Act, must include the items in2(a)(i) or (ii) as described in the section below.

2. Alberta Private Non-Profit Companies, pursuant to Section 162 of the Companies Act, must include the followinginformation with this form.

the last audited balance sheet audited by the company's auditors, and,the auditor's report.NOTE: A director, manager or secretary of the company must certify each of these documents to be a true copy.a list of directors as of the last day of the company's anniversary month, including their full names and addresses. This information is required for every non-profit company pursuant to Section 162(2)(e) of the Companies Act,notwithstanding the responses to questions 3 and 4 on the front of this form.

(a)(b)

(c)

(a) (i)

(ii)

Share-Capital Companies: in the appropriate section of the Annual Return, a list of up to five members(i.e. shareholders) including the name, complete mailing address with postal code, and the percentage ofissued voting shares held by each of them.Limited-By-Guarantee Companies: a separate list, attached to the annual return, of up-to-five members, including the name, complete mailing address with postal code.

If the company submits a form 6, Notice of Directors or Notice of Change of Directors in place of the list of directors,the form must contain director information only.

a list of directors as described in 1(c) above. (b)

This information is being collected for the purposes of corporate registry records in accordance with the BusinessCorporations Act. Questions about the collection of this information can be directed to the Freedom of Information andProtection of Privacy Coordinator for the Alberta Government, Box 3140, Edmonton, Alberta T5J 2G7, (780) 427-7013.

1. Name of Corporation 2. Corporate Access Number

Legal Land Description

Street City / Town Province Postal Code

ORSection Township Range Meridian

3. Address of Registered Office (P.O. Box number can only be used by a Society)

4. Records Address (P.O. Box number cannot be used)

Legal Land Description

Street City / Town Province Postal Code

OR Section Township Range Meridian

Business Corporations ActSection 20

Notice of Address or Notice ofChange of Address

This information is being collected for the purposes of corporate registry records in accordance with the Business Corporations Act. Questions about the collection of this information can be directed to the Freedom of Information and Protection of Privacy Coordinatorfor the Alberta Government, Box 3140, Edmonton, Alberta T5J 2G7, (780) 427-7013.

Authorized Signature(for societies and non-profit companies only)

Identification(not applicable for societies and non-profit companies)

Telephone Number (daytime) Title (please print)

DateName of Person Authorizing (please print)

REG3016 (2005/03)

5. Address for Service by Mail (if different from Item 3)

Post Office Box Only City / Town Province Postal Code

NOTE: If this is a change, please read instructions carefully.

Notice of Address or Notice of Change of AddressBUSINESS CORPORATIONS ACT

INSTRUCTIONS

This information must be submitted to your authorized service provider for filing with the Registrar upon incorporation,continuance or amalgamation or within 15 days of a change. It is not to be used by extra-provincial corporations.

Information filed with the Registrar pursuant to the Business Corporations Act must conform to Section 1 of theRegulations made under the Act.

For new corporations, continuances or amalgamations, Items 1 and 3 must be completed, and if applicable Items 4 and 5.For a change of address, Items 1 and 2 must be completed; as well as the address to be changed (Items 3, 4 or 5).

Item 1. Enter the corporation's full legal name.

Item 2. If this is for a change of address, you must enter the corporate access number. It is printed on the top right-handcorner of the: • Certificate of Incorporation • Certificate of Continuance • Certificate of Amalgamation

Item 3. This address is required for all corporations and it must be: • accessible for service by delivery • accessible to the public during normal business hours • in AlbertaEnter one of the following: • the complete street address including postal code, or • a legal land description. If you give a legal description, you must complete Item 5, giving a mailing address.

Item 4. You must complete this item if the corporation's records are kept somewhere other than at the registered office.This address must be: • in Alberta • accessible to the public during normal business hours.Enter one of the following: • the complete street address, including postal code, or • the legal land description

Item 5. Complete this item ONLY IF the corporation uses a post office address for mail delivery. This address must be: • in Alberta • a post office box

If this is a change of address and Item 5 no longer applies, you must enter "N/A" in this space, otherwise your mail will continueto be sent to your old post office address.

The following information must be included: • signature of person authorizing (for societies and non-profit companies only) • name of person authorizing • title • identification (not applicable for societies and non-profit companies) • date • daytime telephone number

REG3016 (2005/03)

For information call:Edmonton: (780) 427-2311Toll-free: 310-0000 and

Walk-in ServiceCorporate RegistryJohn E. Brownlee Bldg.10365 - 97 StreetEdmonton, Alberta

Complete this form and return both copies(no fee required) to:

Alberta RegistriesPO BOX 1007 STN MAINEDMONTON AB T5J 4W6

FOR SOCIETIES AND NON-PROFIT COMPANIES ONLY

then dial 427-2311

Appendix C

Companies Act Sample Special Resolution ____________________________________________________________________________________

To change your company’s name, objectives (by way of Court Order), or articles, your company must pass a special resolution. When this resolution is passed, it must then be filed with Service Alberta, Registries. This fact sheet shows you what is required in a resolution and explains how your resolution should be filed.

2010/06/04

1. Name of company and date of meeting. Identify the name of your organization and the date you met to discuss the changes to your company. 2. Changes made. Clearly explain the changes made to your company’s name, objectives or articles. 3. Witnesses’ signatures and date signed. Ensure that the resolution is signed by an authorized officer and include their title.

1. I hereby certify that the following special resolution was passed at a meeting of the members/shareholders of ____________________________________________________

(Name of company) on_________________________________________________ .

(month/day/year) 2. The company’s name was change to ____________________________________________________

(new name of company) or

The Memorandum of Association was changed as follows: EXAMPLE: The existing memorandum is repealed. It is replaced by the attached memorandum. EXAMPLE: Objective 2 of the memorandum is changed to read: ___________________________________________________ EXAMPLE: Objective 5 of the memorandum is deleted and replaced with the following:_______________________________

or The Articles of Association were changed as follows: EXAMPLE: The existing articles are repealed. They are replaced by the attached articles. EXAMPLE: Article 2 is changed to read: ____________________ EXAMPLE: Article 5 is deleted and replaced with the following: ____________________________________________________ Date: ________________________________________________

(write today’s date)

Signature: ________________________________________ (original ink signature of authorized officer)

Title: _____________________________________________

(title of person who signed) Printed Name: ______________________________________

(printed name of person who signed)

2010/06/04

Filing Your Resolution

___________________________________________________________________________________________________________

To change either your company’s name, objective or articles, you must send the information outlined below to Service Alberta, Registries. NOTE: Your company must be up-to-date filing annual returns before we can file any of the above changes. Changing your company’s name? Send the following to Service Alberta, Registries. Two (2) copies of the Special Resolution that changes your company’s name. One (1) copy of a current Alberta Name Search Report showing the proposed new name of the company. This is a seven-page report that lists names that are the same as or similar to the one your have chosen. This report will help determine if your proposed name meets the requirements of the Companies Act. The Alberta Name Search Report can be purchased from one of the province’s search houses. A list of Alberta search houses can be accessed on the NUANS website www.nuans.com or in the Yellow Pages under “Searchers of Records”. The name search must be within 90 days of the reservation. Filing fee of $25. Cheques can be made payable to the Minister of Finance. Changing your company’s objectives? Send the following to Service Alberta, Registries. Two (2) copies of the resolution changing your company’s objectives. One (1) copy of the Court Order that confirmed the special resolution. Two (2) copies of the changed Memorandum of Association that includes all new objectives of the company. Filing fee of $25. Cheques can be made payable to the Minister of Finance.

Changing your company’s articles? Send the following to Service Alberta, Registries. Two (2) copies of the special resolution changing your company’s articles. There is no fee to file changes to the Articles of Association. Where to send your information? To file, mail or hand-deliver the above information to: Walk-in Service: Service Alberta, Registries Corporate Registry John E. Brownlee Building 10365 – 97 Street Edmonton AB T5J 3W7 Mailing Address: Service Alberta, Registries Corporate Registry P.O. Box 1007 Stn. Main Edmonton AB T5J 4W6 For information call: Edmonton: (780) 427-2311 To be connected toll-free outside Edmonton call 310-0000.

What is a non-profit company?

Non-profit companies are organizations regulated by the Companies Act. They are formed to promote art, science, religion, charity or other similar endeavors, or they may be formed solely for the purpose of promoting recreation for their members.

Private vs. Public Non-Profit Companies

There are two types of non-profit companies – private and public.

Private non-profit companies have restrictions on the number of members or shareholders, shares or membership transfers and invitations to the public to subscribe for any shares or debentures of the company. At least two people are needed to form these companies.

Public non-profit companies do not have any of the restrictions of the private companies. At least three people are needed to form these companies.

The private company provisions are defined under definitions in the Companies Act.

Canada Revenue Agency Requirements for Charities

If your organization intends to register as a charity, your objectives may not meet the requirements of the Canada Revenue Agency (CRA). Prior to submitting information to CRA, you should determine what they consider to be charitable purposes and ensure your objectives meet their criteria. General information about charities (external site) is also available along with CRA's policy for dissolution of a charity (external site). If your non-profit company, incorporated pursuant to the Companies Act, will be intending to contact the Alberta Gaming and Liquor Commission, please note that the AGLC Charitable Gaming Policy, Section 2.1, Standard 1. h) states:

Applicants who are incorporated under any statute must have bylaws that upon dissolution of the applicant group, require any assets remaining after paying debts and liabilities to be:

• Disbursed to eligible charitable or religious groups or purposes

• Transferred in trust to a municipality until such time as the assets can be transferred from the municipality to a charitable or religious group or purpose approved by the Board

How is a non-profit company formed?

To form a non-profit company, you must provide a non-profit company name, describe the 'type' of non-profit company, the purposes for which it was incorporated, provide the internal rules for the company, and give an address for the company.

A list of directors is also required, depending on the type of non-profit company being incorporated. The following information is provided to assist you in this process.

Non-Profit Company Names

The first step in incorporating a non-profit company is to choose a name. There are different types of names. You can have a "named" name, such as "Alberta Resorts Limited," or a numbered name, such as "123456 Alberta Ltd."

"Named" Names

A non-profit name is usually made up of three parts, or elements.

The required 'distinctive element' is a unique word or location that makes the non-profit company’s name different from others. In the example "Alberta Resorts Limited," the distinctive element is "Alberta".

The required 'descriptive element' describes what the non-profit company is or does. The descriptive element in our example is "Resorts".

The 'legal element' is optional in a "named" name. The legal element, if present, must be "Ltd." or "Limited".

A NUANS Report is required to ensure that the proposed name is available.

"Numbered" Names

A "numbered" name is also comprised of three mandatory parts - the numbered part, which is assigned by Corporate Registry, the word "Alberta", and either "Ltd." or "Limited". A NUANS report will not be necessary for this type of name.

To incorporate with a "numbered" name, you must specifically request a numbered name from the Corporate Registry office which will assign the number on incorporation..

Consent for Use of a Similar Name

If you choose to have a name that is similar to another corporation or non-profit group’s name, you will need to obtain written permission from that group to use the name.

Non-Profit Company Structure

The second step in forming a non-profit company is to set out your Memorandum of Association. The Memorandum of Association document is drawn up specifically for each non-profit company by, or on behalf of the individuals forming the company. This document includes the objects of the company and the type of non-profit company; limited by guarantee, or limited by share.

The Memorandum of Association must have a clause stating that no dividends or income will be paid to members and that all profits or any income, if any, must be used to promote the company objects. Objects cannot indicate the carrying on of a profit making business.

In a company limited by guarantee, each member agrees to help pay the company’s debts and liabilities before it winds up or stops carrying on its activities. The maximum amount of contribution each member must make must be set out in the Memorandum of Association.

In a company limited by shares, the Memorandum of Association must set out details describing the shares. These details will include that a fixed number of shares must be authorized. An unlimited number is not acceptable.

The memorandum of association will state that the share structure is divided into shares without a nominal or par value, or divided into shares comprised partly of one of the foregoing classes and partly of the other.

Non-Profit Company Operating Rules

The third step in forming a non-profit company is to set out your Articles of Association which are the operating rules for the company. The Articles of Association document is drawn up specifically for each non-profit company by, or on behalf of the individuals forming the company.

Companies "Limited by Shares" may adopt "Table A" of the Companies Act instead of preparing and filing Articles of Association. If "Table A" is adopted it must be signed by the same people who signed the Memorandum of Association.

Companies "Limited by Guarantee" may adopt " Table A" of the Companies Act for their Articles. In this case the portion of "Table A" that refers to shares, liens, transfers and alteration of capital, etc. should be removed.

Required Additional Information

When you form your non-profit company, you must tell us where the company is located (registered office) and where you want your mail to go (mailing address) if this address is different. Directors are not always appointed at the time of incorporation.

If the subscribers of the Memorandum of Association and Articles of Association are stated to be the first directors, then director information will be entered on records by Corporate Registry at the time of incorporation.

Where do I go to incorporate my non-profit company?

Submit the completed documents in duplicate, together with the NUANS Report (Alberta Name Reservation Report) and the incorporation fee, to the Corporate Registry office. Corporate Registry personnel examine all non-profit company incorporation submissions and, if the requirements are met, will issue a Certificate of Incorporation under the Companies Act.