Exam #2

steps for NWPTA registration

- complete the NWTPA Form on Service Alberta. - complete the form that you have been asked to do. - File with registry here, the info is then transferred to their registries. -ALWAYS print off 'Proof of Application' when sending application to register an Alberta Corp in BC or Sask

new west partnership trade agreement

-Has been effective since July 1, 2012. -It was put in place to foster economic partnership between the western provinces (alberta, sask, BC) -The requirements are simpler and the paperwork is reduced as well as it is cheaper -These provinces do not have to do the standard extra provincial registrations forms. - only 1 initial form required.

minutes of annual meeting

After notice of annual meeting has been sent to shareholders, the paralegal should diarize the corp's file ahead approximately one month after the date of the meeting for receipt of the minutes of the meeting.

how long must documents be kept?

Documents and records must be kept for 6 years after dissolution.

notice of attorney for service

Does not have to be lawyer but might be. Can have an alternate attorney.

who cannot be registered EP?

An extra-provincial corporation cannot be registered in Alberta if it is not in good standing in its home jurisdiction.

who is can appoint an auditor?

If a corp decides to approve an auditor, only shareholders holding voting shares are entitled to approve the appointment.

cumulative dividends

If declared by a certain time, the shareholder receives the dividend.

steps to register EP

If not under the NWPTA, (1) Statement of Registration (2) Notice of Assumed name (3) Notice of Attorney for Service (4) Send out for signatures (5) File on CORES, check for accuracy (6) Print certificate and Registration Statement

extra provincial registration

Is a corporation that was incorporated, amalgamated, or continued in a jurisdiction other than Alberta. They must register in Alberta in order to carry on business within the province.

annual returns

Is a legal documents that basically notifies Corporations Canada that a company is still alive. It likes to know if any changes of the address or board of directors has been made. If not filed-- results in dissolution.

dividends

Is paid out of the profits of a corporation to its shareholders by money or by property. Once it is declared, must be aid to the shareholders.

solvency tests

Is the ability of a company to meet its long-term financial obligations. This helps in declaring a dividend.

articles of amendment

Shareholders may wish to amend some or all of the provisions contained in their articles of Incorporation. *not used to change board of directors or registered address.

written resolutions

Most resolutions are in this form for private companies.

ordinary resolutions

Only made by directors' -The directors of a corporation are responsible for managing the business affairs of the corporation. -Majority of the resolutions of a corp will be passed by the directors at a meeting or by a written resolution in lieu of meeting.

continuance

Where a business wants to move to another province, therefore getting rid of their home jurisdiction and starting a new one.

commonly transacted business

This annual meeting includes: 1) Consideration of the financial statements and auditors report ( if corp considered an auditor) 2) Fixing the # of directors for the following year. 3) Election of directors.

annual meetings

The corps shareholders', directors' officers' and auditor attend all the annual meeting. This number is where a number of business maters are commonly discussed and transacted by the shareholders.

how long for a first annual meeting to be called?

The directors of a corp are required to call the first annual meeting of shareholders no later than 10 months after date of incorporation, or to the date of its certificate of amalgamation.

18/15 rule

The first annual meeting is to be held no later than 18 months of either date of incorporation, date of amalgamation. Thereafter, annual meetings are required to be held no later than 15 months after holding the last meeting.

who does the NWPTA not apply to?

-federal corporations, incorporated under the CBCA. - They use the same documents that are used by Manitoba, Ontario etc corporations.

how to continue?

1) Export = letter of satisfaction -- which means that you have obtained good standing in your home jurisdiction. This will not adversely affet creditors. 2) Import = what our laws require for them ro continue here. -articles of continuance -2 notices -nuans search

post registration filing

1) File an annual return 2) If they change their 'home', must file in Alberta, the documents they filed at 'home' and do a new NUANS search. 3) Any other Amendments to Charter documents 4) Change of Attorney 5) Change in Address of Service 6) Change in Directors 7) Change in head office

steps to hold an annual meeting

1) Hold directors meeting-- this must be done before an annual meeting can be held. Directors shall: Approve financial statements, determine date of annual meeting, the place where the meeting will be held. 2) Prepare notice of annual meeting. 3) If 'special business' is to be take care of-- a notice must state the reason for it, the material be submitted under as a special resolution. 4) Prepare a proxy. 5) Prepare a letter to each shareholder entitled to vote at annual meeting (not less than 21 days and no more than 50 days before the meeting.

steps to dissolve a corp

1) Resolution received (signatures) 2) Diarize! (writing down what has occured) 3) Articles (signatures) imput on CORES 4) Print confirmation, certificate, registration

corporate access number

Alberta corporate access # will start with a "21"

non-cumulative dividend

Are dividends that, if not declared by the end of a financial year of a corporation, the shareholders have no right to receive a dividend.

charter documents

Are documents from 'home jurisdiction' that must be certified. (3) articles of incorporation certificate of incorporate any other articles or certifies

resolutions

Are essentially corporate decisions made in writing by Directors or Shareholders.

disclosure of remuneration

At every annual meeting, the directors must place before the shareholders a document disclosing: -total remuneration paid to all directors; and -The total remuneration paid to the 5 highest employers other than directors.

remuneration

Means pay, salary

annual returns for alberta corps

Required to file on the last day of the month immediately following the anniversary month of incorporation.

special resolutions

The following matters are decided by shareholders. 1) amendments to articles; 2) Sale, lease, or exchanged of all or substancially all of the corporation's property; and 3. Dissolution of a corporation * the special resolution may be passed by 2/3 of the votes cast.

statement of registration

Tells name, place of incorporation, head office. Tells the principal business, who the directors are, if your corp is valid and subsisting at home.

shareholder resolutions

The ABCA requires that certain resolutions be passed by the shareholders rather than directors. There are two types; 1. Ordinary resolutions 2. Special resolutions

who is in charge of making resolutions?

There made by directors or shareholders. If ABCA articles or bylaws do not specify that shareholders have to make the resolution, then directors are the ones to pass it.

how long to register EP?

Under the Alberta Business Corporations Act, every extra-provincial must register before or within 30 days after it commences carrying on business in Alberta.

notice of assumed name

Used when home jurisdiction name is used in province that wants to be extra provincially registered. Therefore, the use of an assumed name. This is not always needed.