Alberta ULC – Incorporate an Unlimited Liability Corporation

ACS is a private company. Our CORES-trained agents prepare your filing and submit it through a licensed Alberta registry agent. We are not a government office or a registry agent.

Alberta introduced the ULC through amendments to the Business Corporations Act that came into force on May 17, 2005. A ULC can be created in four ways: by incorporating a new corporation, by continuing a corporation from another jurisdiction into Alberta, by amalgamation, or by amending an existing Alberta corporation's articles. We prepare and file all four. The client's lawyer and tax advisors design the structure; we make sure the filing matches it exactly.

Unlimited liability corporation in Canada: what makes the Alberta ULC different

A ULC differs from an ordinary Alberta corporation in one respect. Its shareholders have unlimited, joint and several liability for the corporation's obligations. That liability continues for claims that arise before dissolution and for two years after it, and a past shareholder can be liable for the full amount.

That exposure is accepted on purpose. The ULC is mainly used by U.S. investors as a hybrid entity: a corporation under Canadian law that may be treated as a disregarded entity or a partnership for U.S. tax purposes. Whether that treatment applies, and whether it suits the client, is for their U.S. and Canadian tax advisors to decide. We make no claim about it; our role is to file the ULC exactly as counsel specifies.

Who this is for

• Cross-border lawyers and accountants structuring a U.S. client's Canadian acquisition or subsidiary, who need an Alberta ULC filed to their specification with the filed PDFs the same day.
• U.S. investors whose advisors have already chosen a ULC and who need a registered office in Alberta, an agent for service in Alberta and the filing done without a trip to Calgary.
• Existing corporations that counsel has asked to convert to a ULC by Articles of Amendment, or corporations from another jurisdiction continuing into Alberta as a ULC.

How it works

1. Send us counsel's instructions. Proposed name, share classes, directors, registered office, agent for service, and whether this is a new incorporation, a continuance, an amalgamation or an amendment.
2. We review within about an hour. A trained agent checks the name (it must identify the corporation as a ULC), the NUANS report, each director's age, the Alberta addresses and the agent for service.
3. We draft and file. Articles of Incorporation, Articles of Continuance or Articles of Amendment, or the amalgamation package, together with the Notice of Address, Notice of Directors and Notice of Agent for Service, go through our licensed registry agent partner, [Partner registry agent name]. Complete orders received before 3:00 pm MT are filed the same business day.
4. You receive the filed documents as PDFs by email, formatted for the minute book, usually within the hour of filing.

Common mistakes we catch before filing

• A name without the ULC identifier, or an Alberta NUANS report older than 90 days.
• A company, or a person outside Alberta, named as agent for service; it must be an individual located in Alberta.
• A P.O. box entered as the registered office.
• A continuance submitted without the home jurisdiction's authorization.
• Share classes or director details that do not match counsel's instructions, which means a second filing.

What you need before you start

1. Counsel's instructions. The route (incorporation, continuance, amalgamation or amendment), the share classes and who will hold the shares.
2. The name. A proposed name that identifies the corporation as a ULC, supported by an Alberta NUANS report less than 91 days old, or a numbered name.
3. Directors. Full legal name and address of at least one adult. Alberta removed the Canadian-residency requirement for directors on March 29, 2021, so U.S.-resident directors are fine.
4. Registered office. A physical Alberta address; a P.O. box on its own is not enough.
5. Agent for service. An individual located in Alberta with an Alberta address; we can act if the client has nobody here.
6. For a continuance: the home jurisdiction's authorization to continue into Alberta. For an amendment: the existing corporation's corporate access number and the resolutions approving the change.
7. Valid ID for the incorporator or the signing officer.

Requirements in Alberta

• Statute: the ULC provisions of the Business Corporations Act, in force since May 17, 2005.
• Liability: unlimited, joint and several for the corporation's obligations; continues for pre-dissolution claims for two years after dissolution; past shareholders can be liable for the full amount.
• Name: must identify the corporation as a ULC.
• Government fee: paid on your behalf and included in the price.
• Directors, agent for service and registered office: the same rules as any Alberta corporation: at least one adult director, an individual in Alberta as agent for service, a physical Alberta address.
• After filing: an Alberta annual return every year in the anniversary month. Business number, GST account and T2 corporate tax return are handled with CRA; the corporation's U.S. treatment is for the client's advisors.

Orders received after 3:00 pm MT, or with missing information, are filed the next business day once complete.