If you are a foreign company (being a company that has been incorporated in a country outside of Canada) you can conduct business in Alberta in two ways. You can register an Alberta company OR you can register your existing foreign business in Alberta as an extra-provincial company. The information on this page relates to registering a foreign company in Canada and how this can be affected.
Legal Requirement for a Foreign Company Carrying on Business In Alberta
The Business Corporations Act (Alberta) states that within thirty days after the commencement of business in Alberta, every extra-provincial corporation, including federal corporations, must register in Alberta if any of the following conditions apply:
- Its name, or any name under which it carries on business, is listed in a telephone directory anywhere in Alberta
- Its name, or any name under which it carries on business, appears or is announced in any advertisement in which an address in Alberta is given for the extra-provincial corporation
- It has a resident agent, representative, warehouse, office, or place of business in Alberta
- It solicits business in Alberta
- It is the owner of an estate or has interest in land in Alberta
- It is licensed or registered, or required to be licensed or registered, under any Act of Alberta allowing it to carry on business
- It is, in respect of a public vehicle as defined in the Alberta Motor Transport Act, the holder of a certificate of registration under the Alberta Motor Vehicle Administration Act, unless it neither picks up nor delivers goods or passengers in Alberta
- It is the holder of a certificate issued by the Alberta Motor Transport Board, unless it neither picks up nor delivers goods or passengers in Alberta
- It otherwise carries on business in Alberta
If your foreign corporation does any of these activities, it must be registered in Alberta. If you are not sure that your corporation's activities fall into one of these areas, contact us about Registering a Foreign Company in Alberta.
Procedure for Registering
Once you’ve determined that your corporation must be extra-provincially registered, the next step is to find out if your corporation’s name is available for use in Alberta. An extra-provincial corporation registers using its name from the home jurisdiction. The only way to find out if the corporation’s name is available in Alberta is to obtain a NUANS Report.
If the name registered in the home jurisdiction is not available in Alberta, or is very similar to an existing name found on the NUANS Report, the extra-provincial corporation may register with an assumed name.
Attorney for Service
You will also be asked to appoint an attorney for service. This is a person who represents your corporation in Alberta. This person does not have to be an attorney and may be, for example, the Alberta manager of the extra-provincial corporation, or an accountant. If you do not have anyone located in Alberta who can act as Attorney for Service then we will be able to assist you with a service that can do this for you.
If any Canadian business wishes to contact you at any time the Alberta government’s records will show the attorney for service on file and they will have an address where they can send any correspondence. The Attorney for Service will forward all correspondence to you.
You will also be required to submit copies of your charter documents from the home jurisdiction. These are copies of documents that were given to you when this corporation was formed. These documents must be certified to be true copies by a company official, a notary public under seal, or a government official.
These documents include:
- A statute, ordinance, or other law incorporating an extra-provincial corporation, as amended from time to time
- Letters patent of incorporation and any letters patent supplementary to them
- A memorandum of association, as amended from time to time
- Any other instrument of incorporation, as amended from time to time
- Any certificate, licence, or other instrument evidencing incorporation
- All amendments
These documents do not include:
- Articles of Association
- Regulations relating to the management and affairs of the corporation
- Internal regulations
If your corporation was formed outside of Canada and these documents are in a foreign language (i.e. not English or French), you will need an English translation of the charter, certified by a company official or notary public.
We will be glad to assist you with your registration in Canada.