ABOUT THIS AREA OF PRACTICE

Corporate Law refers generally to the law governing companies, partnerships, societies, joint ventures and sole proprietorships. We assist our clients in establishing and organizing these entities after determining which would be  the appropriate vehicle for the clients to carry on their business. 

 

For profit corporations are incorporated under either the Business Corporations Act (Alberta) or the Canada Business Corporations Act, while not-for-profit companies are incorporated under Part 9 of the Companies Act (Alberta), the Societies Act (Alberta) or the Canada Not-For-Profit Corporations Act (Canada).  Partnerships and limited partnerships are formed under the Partnership Act (Alberta).  Sole proprietorships are registered under the Partnership Act (Alberta).

 

The entity is formed or registered by filing the applicable documents (e.g. articles of incorporation, memorandum of association, by-laws, application, declaration or certificate) with the appropriate government registry. Joint Ventures are established by a contract in writing among the joint venture parties.

 

Incorporated entities may require documentation of their organizational structure, such as by-laws for a corporation or society and a partnership agreement for a partnership or limited partnership.

 

For most of our corporate clients we prepare and maintain the corporate minute books which contains the certificate and articles of incorporation; bylaws; minutes of meetings or resolutions of the directors and shareholders; share certificates; registers of shareholders, officers and directors; and ledgers setting out the transfers of shares. Annual returns, notices of change of directors and notices of change of registered office address have to be filed with Corporate Registry in a timely fashion.  Income tax filings (which we do not do) have to be made at least annually.  

 

Corporations are legal entities separate and distinct from their owners. Corporations are able to own property, including land, to enter into contracts and to carry on business, either alone or in partnerships or joint ventures.  The shares of a corporation are owned by one or more shareholders, who generally have the right to attend meetings of the shareholders, to elect the board of directors, to receive the financial statements, to appoint the auditors and to receive the remaining property of the corporation if it is wound up. The affairs of a corporation are managed by a board of directors which will appoint officers, and perhaps employees, to carry out the day-to-day business functions.

 

A partnership is not a legal entity, but rather is a relationship between two or more persons carrying on a business in common with a view to profit. In a limited partnership, one or more of the partners are general partners, who are active in the business of the limited partnership, and one or more limited partners who are essentially “silent investors” who do not participate in the business of the partnership.

 

A society is a not-for-profit organization incorporated under the Societies Act (Alberta) for a purpose other than carrying on a trade or business for profit.  Many community associations, clubs, cultural organizations and sports associations in Alberta are societies.

 

A sole proprietor is an individual who carries on a business on his or her own. If the business has a name other than the personal name of the individual, the business owner must file a declaration of trade name with the Registrar of Corporations.

 

Please contact any of our lawyers practicing in this area to assist you with all your Corporate and/or Commercial Law requirements.

 

Lawyers practicing in this area of law