Shareholder Change – Issue or Transfer Shares in Your Alberta Corporation

Shares are the units of ownership in a corporation, and the securities register (also called the share register) is the corporation's own list of who holds which shares, in which class, from what date. Alberta Corporate Registry does not keep that register. It learns who the shareholders are once a year, through the annual return, which reports the top five shareholders with their names, addresses and percentage of issued voting shares.

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

Transfer shares Alberta corporation, or issue new ones: which change you need

Most private corporations have articles that restrict share transfers and require the directors' consent. We read your articles first, and if the shares you want to use do not exist yet, we tell you that an amendment comes before the issuance rather than finding out after the certificate is printed.

Share register Alberta professionals must keep within the regulator's rules

A professional corporation can only have the shareholders its regulator allows. CPSA permits voting shares only for physicians with active CPSA registration, with non-voting shares for their spouses, common-law partners and children. The Law Society of Alberta allows only Active members to hold voting shares. CDSA allows family members to hold non-voting shares. A transfer that breaks those rules puts the permit at risk, so for a PC we check the proposed shareholder against the regulator's rules before preparing anything.

Whether a transfer, an estate freeze or bringing in a family member saves tax depends on your situation; ask your CPA. We prepare the documents the way your CPA sets out.

Who this is for

• The owner bringing in a business partner, an investor or a key employee as a shareholder.
• The couple or family rearranging who holds the shares, with their CPA's plan in hand.
• The shareholder buying out a departing partner and needing the paperwork to match the deal.
• The accountant, bookkeeper or law clerk completing a client's reorganization documents for the minute book, with partner pricing.

How it works

1. You fill in the short online form: the corporation, the shares involved (class, number, price), the parties and the effective date. Upload your articles if they are not on file with us.
2. We check the corporation's record with our free corporate lookup and read the share provisions and transfer restrictions in the articles.
3. A CORES-trained agent prepares the set: the directors' resolution, the transfer form or subscription, the certificate to cancel and the certificate to issue, and the updated securities register and shareholders' ledger.
4. You receive the documents by email within one business day, ready for signature and the minute book. If the articles need amending first, we say so and prepare the Articles of Amendment as a separate filing.
5. We update your saved annual return details so the next return reports the new shareholders and percentages.

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

Common mistakes we catch before preparing the documents

• Issuing shares of a class the articles do not contain. The amendment comes first.
• Skipping the directors' resolution when the articles require consent to a transfer, which leaves the transfer open to challenge.
• A certificate issued without cancelling the old one, so two certificates exist for the same shares.
• Percentages on the next annual return that no longer add up because the register was never updated.
• A professional corporation transferring voting shares to a non-member, which the regulator will not permit.

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).
• A copy of the articles, or confirmation that we already hold them, so we can check the share classes and transfer restrictions.
• The current securities register or the existing share certificates, so the numbering and totals continue correctly.
• For a transfer: the seller, the buyer, the class and number of shares, and the price.
• For an issuance: the subscriber, the class and number of shares, and the price paid to the corporation.
• The names of the current directors who will sign the resolution, and the effective date.
• For a professional corporation: each proposed shareholder's status with the regulator.

Requirements in Alberta

• Transfers must follow the restrictions in the articles, usually the directors' approval, and shares can only be issued from the classes the articles create.
• The corporation records every transfer and issuance in its securities register and keeps the certificates and resolutions in the minute book.
• No filing is made with Corporate Registry for a transfer or issuance; a new share class or other change to the articles is filed as Articles of Amendment.
• The annual return, due every year in the anniversary month, reports the top five shareholders and their percentage of issued voting shares.
• Professional corporations: voting shares must be held by licensed members, and non-voting shares by family only where the profession's rules allow.