Officer Change – Appoint or Replace Officers of Your Alberta Corporation

Officers are the people who run the corporation day to day under titles set by the bylaws: president, vice-president, secretary, treasurer and so on. Directors appoint them. Alberta Corporate Registry keeps the public record of a corporation's directors, registered office and agent for service; it does not keep a record of officers. The annual return confirms directors, addresses and the top five shareholders, and does not list officers either.

That makes an officer change a minute-book transaction. The minute book is the corporation's record book, holding the articles, bylaws, registers of directors, shareholders and officers, share certificates and resolutions, and Alberta corporations are required to keep those records.

Corporate officer resolution Alberta banks and accountants expect

A bank opening an account or changing signing authority wants to see who is authorized to sign for the corporation. Each bank sets its own list, and most ask for the directors' resolution appointing the officers, sometimes with a current corporate search or certificate of status. Your accountant wants the same resolution in the minute book so the year-end records match who actually signed what. We prepare the documents to serve both.

Who this is for

• The owner-manager whose spouse or business partner is stepping into the secretary or treasurer role, or out of it.
• The corporation whose president has retired or sold their interest and whose bank is asking for proof of the new signing officer.
• The accountant, bookkeeper or law clerk tidying a client's minute book before year-end, with partner pricing.
• The founder who incorporated without ever appointing officers and now needs them on paper.

How it works

1. You fill in the short online form: the corporation's name, the current directors, the offices being filled or vacated and the people involved.
2. We check the corporation's record with our free corporate lookup so the resolution names the directors Corporate Registry currently shows.
3. A CORES-trained agent prepares the documents: a directors' resolution appointing or removing the officers, a consent to act for each new officer, a resignation where someone is stepping down, and the updated register of officers.
4. You receive the set by email within one business day, ready for the directors to sign and file in the minute book. If a change of directors is also needed, we tell you and prepare that registry filing separately.

ACS is a private company; we are not a government office or a registry agent.

Common mistakes we catch before preparing the documents

• Treating an officer change as a director change. If the new president is also joining the board, the director change is a registry filing on the director change notice, and the directors shown on the record must match the people signing the resolution.
• A resolution signed by people who are not the directors of record. Banks compare the signatures with the corporate search.
• Offices that the bylaws do not create, or a title the bylaws reserve for a director.
• No register of officers at all. Many minute books were never updated after incorporation; we build the register from the resolutions you have.

What you need before you start

• The corporation's exact legal name or its corporate access number (the number Corporate Registry assigns to every Alberta corporation, shown on the Certificate of Incorporation).
• The names of the current directors as shown on the corporate record.
• The office or offices being filled or vacated, and the full name and address of each incoming officer.
• The effective date of the change, and whether anyone is resigning.
• A copy of the bylaws if they are not the standard form, so the titles match.

Requirements in Alberta

• Officers are appointed and removed by the directors, and the corporation records them in its register of officers.
• No filing is made with Corporate Registry for an officer change. A change in the directors is a separate registry filing; see change of directors.
• The records belong in the minute book, which the corporation must keep. If you do not have one, see our minute book service.