Continuance – Move Your Corporation Into Alberta

Continuance into Alberta versus extra-provincial registration

The two filings answer different questions.

• Extra-provincial registration answers "may this corporation carry on business in Alberta?" The corporation stays incorporated where it was formed, keeps filing there, and registers in Alberta as a foreign corporation with an Alberta agent for service. See extra-provincial registration.
• Continuance answers "should this corporation be an Alberta corporation?" After the Certificate of Continuance, Alberta is the home jurisdiction: Alberta articles, Alberta directors' rules, Alberta annual returns, and no further filings in the old jurisdiction once it is discontinued there.

Advisors usually recommend continuance when the business, its management and its records have all moved to Alberta, when the client wants one jurisdiction instead of two sets of annual filings, or when a transaction calls for an Alberta entity. A BC, Saskatchewan or Manitoba corporation that only needs to operate here can instead use the New West Partnership route, which carries no government cost to register or update. Which option fits is a legal and tax question for the client's lawyer and CPA; we file whichever they choose.

Articles of Continuance in Alberta: the documents

• Authorization from the home jurisdiction. The corporation's current registry must permit it to leave, usually by issuing a letter or certificate authorizing the continuance after the shareholders approve it.
• Articles of Continuance. The Alberta articles the corporation will live under: name, share structure, restrictions on share transfers, number of directors and any other provisions. This is the moment to modernize a share structure, because the Alberta articles replace the old ones. The corporation may also continue as an Alberta unlimited liability corporation (ULC), a form used mainly by U.S. investors; whether that suits the client is for their advisors.
• Alberta NUANS report for the name, less than 91 days old.
• Notice of Address, Notice of Directors and Notice of Agent for Service, plus valid ID of the person signing.

Corporate Registry issues a Certificate of Continuance; the corporation then discontinues in its original jurisdiction. The reverse journey, continuing an Alberta corporation out to another jurisdiction, follows a mirror process that we can also prepare.

Who this is for

• Law firms and accounting firms moving a client's corporation to Alberta as part of a relocation, reorganization or sale, who want the form set right the first time and filed documents in PDF for the minute book.
• Out-of-province owners who have relocated to Alberta and are tired of filing in two jurisdictions.
• Federal (CBCA) corporations whose operations are entirely in Alberta.

How it works

1. Send us the corporation's details: legal name, home jurisdiction and registry number, current directors, the proposed Alberta share structure, and the Alberta registered office and agent for service. We confirm the Alberta name is available with a NUANS report.
2. We prepare the Articles of Continuance and the notices and send them for review and signature. If the home jurisdiction requires a shareholder resolution, we draft that too.
3. You obtain the home-jurisdiction authorization (we supply the documents it asks for and track the request).
4. A CORES-trained agent reviews the full package and submits it through a licensed Alberta registry agent into CORES, Alberta's Corporate Registry System. ACS is a private company; we are not a government office or a registry agent.
5. You receive the Certificate of Continuance and the filed documents by email, with a note of what the home registry needs to close its file.

If the package cannot be filed, our refund policy explains what happens.

Common mistakes we catch before filing

• Filing in Alberta before the home authorization is in hand. Corporate Registry needs the authorization with the articles; the order is home approval first, Alberta filing second.
• A NUANS report ordered too early. Authorizations take time; a report that passes 91 days before filing has to be re-ordered.
• No agent for service in Alberta. Every Alberta corporation must appoint an individual located in Alberta with an Alberta address. The agent does not need to be a lawyer.
• A registered office that is a P.O. box. The registered office is a physical Alberta address.
• Old articles copied verbatim. Provisions that reference the former statute need redrafting, and the client's lawyer should approve the new share terms.

What you need before you start

• Current articles and a recent certificate of status from the home registry.
• The shareholder approval and the home jurisdiction's authorization to continue (or confirmation that you want us to coordinate it).
• Names and addresses of the directors. Alberta has had no Canadian-residency requirement for directors since March 29, 2021; each director must be an adult.
• An Alberta registered office address and an Alberta agent for service. If you have neither, we can provide an agent for service.
• Valid ID of the person signing the articles.

Requirements in Alberta

• A name with a distinctive, descriptive and legal element, supported by an Alberta NUANS report less than 91 days old; or a numbered Alberta name.
• At least one adult director.
• A physical Alberta registered office and an individual in Alberta as agent for service.
• Authorization from the home jurisdiction attached to the Articles of Continuance.
• After continuance, an Alberta annual return every year in the anniversary month, confirming directors, addresses and the top five shareholders.