Starting a business in Alberta? The basic procedure for setting up a business is the same, no matter where you live in Canada, but the details are different in each province and territory. This article will guide you through the business registration steps you need to follow to get your new sole proprietorship, partnership or corporation legally set up in Alberta. (For information about registering your business in other provinces, see the sidebar, or visit my Business Registration library.)
Step 1: Choose a form of business ownership
When you’re starting a business in Alberta (or anywhere else in Canada), before going through business registration you need to decide how your business will be organized legally. In Canada, there are basically four choices, a sole proprietorship, a partnership, a corporation, or a cooperative. (For a comparison of the advantages and disadvantages of the four forms of business ownership, see my article, Choosing a Form of Business Ownership.)
Once you've decided which form of business you're going to use, you're ready to choose a name for your new business.
Step 2: Choose a business name
The name you choose will depend on what form of business you’ve chosen to operate, as there are particular name limitations for each form of business ownership.
If for example, you’ve chosen to set up your business as a sole proprietorship using your own name, without adding any other words, you don’t need to register your business in Alberta.
However, if you choose to operate a sole proprietorship under any other name, or want to set up a partnership or corporation, you need to have your name approved by the provincial Corporate Registry. In Alberta, the name of a sole proprietorship is also referred to as a trade name.
Step 3: Registering the business name
In Alberta, registering a business name is necessary if you will be operating a sole proprietorship under any name other than your own, or operating a partnership, a limited partnership or a limited liability partnership (LLP).
(Only those practicing particular professions, such as lawyers, accountants, and dentists, can form and register an LLP type of partnership.) Of course, business registration is necessary for corporations.
Note that registering the business name doesn’t give you any right of ownership of the name; in fact, several other businesses may be operating under the trade name you choose, as there's no legal requirement for trade names or partnership names to be unique. (The names of LLPs are an exception; if you’re registering a business name for an LLP in Alberta, the name has to be unique.) It’s a good idea to have a search done before registering a business name anyhow, though, to avoid potential trademark and other legal issues down the line.
Registering a business name in Alberta doesn't require filling out a form because all corporate registry information is keyed directly into the Corporate Registry computer system (CORES). But if you want to see the form to make sure you have all the information you’ll need to present to your authorized service provider, you can download the Declaration of Trade Name form from the Alberta Corporate Registry site.
Many of the province’s Corporate Registry services have been contracted out to private sector firms; because of this, you need to be sure the authorized service provider can provide the Corporate Registry service you need and will want to shop around to get the best price for the service, as fees are not government regulated and may vary from office to office.
A declaration of a trade name is classed as a basic service, so any authorized service provider should be able to do this for you. Search for a Registry Agent, near you online or download the Registry Agent Product Catalogue for descriptions of services and fees. The Alberta Business Service Centre lists $40 to $50 as a sample fee for a trade name declaration.
Choosing and registering a business name for a corporation is slightly more complicated, because corporate names must include a legal element (such as Ltd. or Inc.) and because corporate names are only granted once. So if you’re going to form an incorporated company with a "named” name (rather than a "numbered" name), you must also get a NUANS Report, which is required to make sure that no one else has the identical name. If you are forming a corporation with a “named” name, you might also choose to form a Professional Corporation, if you practice one of the professions this designation applies to.
Assuming your name “passes”, you’ll need to present either an original or a carbon copy of the NUANS Report to the accredited service provider at the time of incorporation. The Report must be less than 91 days old when you submit it.
Step 4: Registering a Corporation
If you are registering a sole proprietorship) or partnership you are finished at step 3. Registering a corporation is a longer and costlier process.
To register an Alberta corporation, you need to provide a corporate name and address, describe the structure of the corporation, identify the type of corporation you want to set up, and provide information about the directors of the corporation, such as the names and addresses of the directors, and their Canadian residency status. The type of Alberta corporation you choose will depend on the number of shareholders involved, and whether or not the corporation will be distributing shares to the public; there are three categories to choose from:
corporations with less than 16 shareholders,
corporations with 16 or more shareholders that don’t issue shares to the public,
corporations with 16 or more shareholders that do issue shares to the public.
This last type is the most heavily regulated type of Alberta corporation. For more information on these types and choosing a name for an Alberta corporation, see Service Alberta's information on Corporations.
Whether you’re registering a new corporation, performing an extra-provincial registration, or registering a society or non-profit company, the basic business registration procedure is the same; after having a NUANS search done in your chosen name, you will take the NUANS report to an accredited service provider. (Note that every extra-provincial corporation (any corporation created elsewhere) has to register in Alberta within thirty days of doing business in Alberta. This includes federally incorporated corporations. Here is more detailed information on extra-provincial incorporation.)
Looking at the forms that are related to incorporating in Alberta on the Alberta Corporate Registry site will help you get your information together before you visit your accredited service provider and go through the corporation registration procedure.
How much you pay when incorporating in Alberta will depend on the service provider you choose; fees vary. The service provider will examine the information you provide to be sure it’s complete and meets the legislated requirement for Alberta corporations. If all is as it should be, he or she will process your application and issue you a certificate of incorporation as proof that the registration has occurred.
This article deals with incorporating a for-profit business in Alberta. Here's the Alberta Corporate Registry's explanation of the procedure for incorporating a non-profit company.
For more on the incorporation process and what your responsibilities are afterward, see my articles, How to Incorporate Your Business and Getting Your New Corporation Up and Running.
No matter which form of business you choose, it’s wise to seek the advice of professionals who have more experience setting up businesses. Besides consulting a lawyer or notary public, you may also wish to discuss your situation with an accountant, who will be able to advise you about the best form of business for you.