1. Federal (CBCA) vs Alberta (ABCA) Decision Criteria
Incorporators must choose between provincial incorporation under the ABCA or federal incorporation under the CBCA. The decision affects name approval, director rules, registration obligations, and extra-provincial filing requirements.
Key comparison points:
- Name protection and search process.
- Alberta provincial incorporation uses an Alberta NUANS report for name clearance. The report must be current (under 91 days old) and shows no identical or similar names.
- Federal CBCA incorporation requires a federal NUANS report (also called a NUANS Corporate Name Search Report). Federal name approval is stricter for similarity across Canada.
- Director residency.
- Under the ABCA (as amended 2021), there is no Canadian residency requirement for directors. All directors may be non-residents.
- Under the CBCA, at least 25% of directors must be resident Canadians (with exceptions for certain corporations). If fewer than four directors, at least one must be a resident Canadian.
- Registered office and records.
- ABCA corporations must maintain a registered office in Alberta and keep records at that office or another Alberta location.
- CBCA corporations may keep records at the registered office anywhere in Canada but must file annual returns federally.
- Scope of operations and extra-provincial registration.
- An ABCA corporation carrying on business outside Alberta may need to register extra-provincially in other provinces where it has a presence.
- A CBCA corporation carries on business across Canada but must still register extra-provincially in provinces where it has a physical presence or meets the "carrying on business" test.
- Cost, timing, and filings.
- Provincial ABCA filings are processed through Alberta Corporate Registry (Service Alberta / Registries).
- Federal CBCA filings go through Corporations Canada. NUANS federal report fees are higher and processing can take longer.
- Name reservation duration.
- Alberta NUANS reserves the name for 90 days.
- Federal NUANS reserves for 90 days as well.
Recommendation guidance. Choose ABCA if the business will operate primarily in Alberta or Western Canada and founders prefer simpler director rules and lower initial costs. Choose CBCA if national name protection, federal profile, or future interprovincial financing is important.
[[Federal vs Provincial Preference]] will determine which set of forms and procedures apply.
2. Articles of Incorporation, NUANS Name Search, Registered Office, and Initial Directors
2.1 Name Selection and NUANS Report
Proposed corporate name: [[Proposed Corporate Name]]
Legal element: [[Inc. / Ltd. / Corp. / Limited / Incorporated]] (choose one permitted under the chosen statute).
The incorporator(s) must obtain:
- For ABCA: Alberta NUANS report dated within 91 days of filing.
- For CBCA: Federal NUANS report dated within 91 days.
The report must be submitted with the articles. If the name is not available, the corporation may use a numbered name (e.g., 1234567 Alberta Ltd. or 1234567 Canada Inc.).
2.2 Articles of Incorporation Content
The Articles of Incorporation must set out:
- The name of the corporation (or numbered name election).
- The province or territory (for ABCA) or Canada (for CBCA) where the registered office is situated.
- The classes and any maximum number of shares the corporation is authorized to issue. See Section 3 for recommended share structure.
- Restrictions, if any, on the business the corporation may carry on. Most modern corporations have no restrictions.
- Restrictions, if any, on the transfer of shares (often none at articles level; handled in USA).
- The number of directors (minimum one; can be fixed or a range).
- Any other provisions permitted by the statute.
For ABCA: File Articles of Incorporation (Form 1), Notice of Address (Form REG3016 or equivalent), Notice of Directors (Form REG3017), and the NUANS report.
For CBCA: File Articles of Incorporation (Form 1), NUANS, and initial registered office address and first directors notice.
2.3 Registered Office
The corporation must have a registered office in the jurisdiction of incorporation.
Registered office address: [[Registered Office Full Address, City, Alberta Postal Code or for federal the chosen province]]
The registered office must have a physical address (not PO Box). It may be the incorporator's lawyer's office or a professional registered office service.
2.4 Initial Directors
Number of initial directors: [[Number of Directors]]
Initial directors:
- [[Director 1 Full Legal Name]], [[Director 1 Address]], resident status: [[Canadian Resident / Non-Resident]]
- [[Director 2 Full Legal Name]], [[Director 2 Address]], resident status: [[Canadian Resident / Non-Resident]]
All directors must be at least 18 years of age and not bankrupt or prohibited by court order.
Note: Alberta ABCA removed the 25% Canadian residency rule effective March 29, 2021. Federal CBCA retains the 25% rule.
3. Share Structure and Classes
The authorized share capital should provide flexibility for future financing while protecting founder control.
Recommended share structure for [[Business Description]]:
- Unlimited number of Class A Common Voting Shares.
- Unlimited number of Class B Common Non-Voting Shares.
- Unlimited number of Class C Preferred Shares, issuable in series.
Class A Common Voting Shares:
- Voting: one vote per share on all matters.
- Dividends: discretionary, non-cumulative.
- Liquidation: participate rateably with other common after preferred claims.
Class B Common Non-Voting Shares:
- No voting rights except as required by statute.
- Otherwise identical economic rights to Class A.
Class C Preferred Shares (blanket authorization for series):
- Directors may fix rights, privileges, restrictions, and conditions for each series (dividend rate, redemption price, conversion, voting on default, etc.).
- Priority on dividends and liquidation over common shares.
- No pre-emptive rights unless granted in articles or USA.
Initial issued shares (example):
- [[Founder 1 Name]]: [[Number]] Class A Common Voting Shares for $[[Consideration Amount]].
- [[Founder 2 Name]]: [[Number]] Class A Common Voting Shares for $[[Consideration Amount]].
- Any Class B or Preferred issued at incorporation: [[Details or "None at incorporation"]].
Consideration may be cash, services, or property. Directors must determine that consideration is adequate.
Share certificates or DRS statements will be issued. The corporation may operate with a central securities register.
4. Unanimous Shareholder Agreement (USA)
A Unanimous Shareholder Agreement under the ABCA (s. 140) or CBCA (s. 146) is a contract among all shareholders that can restrict directors' powers and impose obligations directly on shareholders. It is the primary governance document for closely held corporations.
This USA is made as of [[Effective Date]] among:
[[Founders List with Addresses]] (the "Shareholders")
and
[[Corporation Name]] (the "Corporation")
4.1 Definitions and Interpretation
"Business" means [[Business Description]] and any related or ancillary activities.
"Shares" means all classes of shares in the capital of the Corporation.
"Board" means the board of directors.
"ROFR" means right of first refusal.
"Tag-Along" and "Drag-Along" have the meanings set out below.
4.2 Governance and Board Composition
The Board shall consist of [[Number, e.g. two (2)]] directors.
Each Shareholder holding at least [[Percentage, e.g. 10%]] of the issued voting shares may appoint one director.
Quorum requires at least one director appointed by each major Shareholder group if applicable.
Major decisions require approval of [[Percentage, e.g. 66 2/3% or unanimous]] of voting shares or Board supermajority.
4.3 Share Transfers and Right of First Refusal (ROFR)
No Shareholder may sell, transfer, pledge, or otherwise dispose of Shares except in accordance with this USA.
A Shareholder (the "Selling Shareholder") who receives a bona fide third-party offer to purchase Shares must first offer the Shares to the other Shareholders on the same terms.
The ROFR notice must include full details of the offer. Other Shareholders have [[e.g. 30]] days to elect to purchase pro rata.
If not all Shares are purchased under ROFR, the Selling Shareholder may complete the sale to the third party on the exact terms within [[e.g. 90]] days, or the process restarts.
4.4 Drag-Along Rights
If Shareholders holding at least [[Percentage, e.g. 66 2/3%]] of the voting Shares (the "Dragging Shareholders") approve a sale of all or substantially all assets or all shares of the Corporation to a third party, they may require all other Shareholders to sell their Shares on the same terms.
The Dragging Shareholders must provide written notice and the transaction documents at least [[e.g. 15]] business days before closing.
All Shareholders must execute documents reasonably required to complete the sale and deliver share certificates or transfer forms.
4.5 Tag-Along Rights
If any Shareholder (or group) holding [[Percentage, e.g. more than 50%]] of voting Shares proposes to sell Shares to a third party, the other Shareholders have the right to participate in the sale on a pro-rata basis on the same terms and conditions.
The selling Shareholder must provide notice of the proposed sale. Participating Shareholders must elect within [[e.g. 15]] days.
4.6 Valuation on Compulsory Transfers
On death, disability, bankruptcy, or termination of employment of a Shareholder who is also an employee, the Corporation or remaining Shareholders have the option or obligation to purchase the Shares.
Valuation method: [[Fair Market Value as determined by an independent valuator agreed by parties, or a formula: e.g. 4x EBITDA averaged over prior 24 months, or book value plus goodwill adjustment]].
Payment terms: [[e.g. 20% cash at closing, balance over 36 months with interest at prime + 2%]].
4.7 Vesting of Founder Shares
Founder Shares issued at incorporation are subject to vesting.
[[Founder Name]]'s [[Number]] Class A Shares vest over [[e.g. four (4) years]] with [[e.g. 25%]] vesting on the first anniversary and monthly thereafter, subject to continued service or a vesting schedule tied to milestones: [[Specific milestones or "time-based only"]].
Unvested Shares are subject to repurchase by the Corporation at the lower of cost or fair market value upon termination of the founder's relationship.
4.8 Non-Compete and Non-Solicitation
During the period a Shareholder is a shareholder, director, officer, or employee and for [[e.g. two (2) years]] after ceasing to be, the Shareholder shall not:
- Engage directly or indirectly in any business competing with the Business within [[Geographic area, e.g. Alberta and British Columbia]].
- Solicit or hire any employee, contractor, or key customer of the Corporation.
These restrictions are reasonable and necessary to protect the goodwill and confidential information of the Corporation. If a court finds any restriction unenforceable, it shall be modified to the minimum extent necessary.
4.9 Confidentiality
Each Shareholder agrees to keep confidential all non-public information relating to the Corporation, its customers, finances, technology, and plans, both during and after the shareholding period, except as required by law or with Board consent.
4.10 Dispute Resolution
Any dispute arising out of or relating to this USA or the Corporation shall first be attempted to be resolved by good-faith negotiation among the parties for [[e.g. 30]] days.
If unresolved, the dispute shall be referred to mediation in [[City, Alberta]].
If mediation fails, the dispute shall be finally resolved by binding arbitration under the Arbitration Act (Alberta) administered by [[ADR Institute of Alberta or other]] before a single arbitrator. The seat of arbitration is [[City, Alberta]]. Language is English.
4.11 Pre-Emptive Rights
If the Corporation proposes to issue new Shares or securities convertible into Shares (other than for employee incentives up to [[e.g. 10%]]), each Shareholder has the right to subscribe for its pro-rata portion on the same terms.
The Corporation must give [[e.g. 15]] business days' notice.
4.12 Information Rights and Accounting
The Corporation shall deliver to each Shareholder within [[e.g. 90]] days after fiscal year end: audited or unaudited financial statements, a budget for the next year, and a summary of material developments.
Quarterly management reports shall be provided within [[e.g. 30]] days of quarter end.
4.13 Deadlock Resolution
If the Board or Shareholders are deadlocked on a material issue for more than [[e.g. 45]] days, any Shareholder may trigger a shotgun buy-sell (Texas Shootout or Russian Roulette) procedure:
- The triggering Shareholder offers a price per Share.
- The other Shareholder(s) may elect to buy all Shares of the triggering Shareholder at that price or sell their Shares to the triggering Shareholder at that price.
4.14 Term and Termination
This USA continues until the earlier of: liquidation or dissolution of the Corporation, unanimous written agreement of Shareholders, or a public offering or change of control approved under the drag-along provisions.
5. Organizational Resolutions and Minute Book
Immediately after incorporation, the directors and shareholders adopt the following organizational resolutions (sample forms included in the kit; customize with actual names and dates).
5.1 Director Organizational Resolutions
- Approve the form of Articles and confirm filing.
- Adopt the by-laws of the Corporation (standard by-laws attached as Schedule A).
- Elect or confirm officers: [[President: Name]], [[Secretary: Name]], [[Treasurer/CFO: Name]].
- Approve issuance of shares to the initial Shareholders for the consideration set out in the share register.
- Designate the registered office.
- Appoint the initial auditor (or resolve no auditor required if unanimous consent of shareholders for private company).
- Open bank accounts at [[Bank Name, Branch]] with signing authorities [[e.g. any one of President or Treasurer, or two directors]].
- Approve the corporate seal (optional) and form of share certificates.
- Authorize filing of any required tax elections (e.g. s. 85 rollover if property contributed).
5.2 Shareholder Organizational Resolutions
- Ratify the actions of the incorporator.
- Confirm the number of directors.
- Waive audit requirements if eligible.
- Approve any pre-incorporation contracts.
5.3 Minute Book Contents
The corporation must maintain a minute book containing:
- Articles of Incorporation and any amendments.
- All minutes of meetings of directors and shareholders (or written resolutions in lieu).
- Registers of shareholders, directors, and officers.
- Copies of all material contracts, USA, and share certificates or ledger entries.
- Annual returns and financial statements.
Electronic minute books are permitted if records are readily accessible and reproducible.
6. Extra-Provincial Registration (If Federal or Operating Outside Alberta)
If the Corporation is incorporated under the CBCA or if an ABCA corporation intends to carry on business in another province:
- Determine whether registration is required in the target province (usually if it has employees, a physical office, or solicits business regularly).
- File the required extra-provincial registration form, appoint an attorney for service in that province, and pay fees.
- File annual returns in each jurisdiction where registered.
Common jurisdictions and notes:
- British Columbia: Requires registration if carrying on business; appoint attorney.
- Ontario: Register with ServiceOntario if has place of business or meets test.
- Federal corporation must also file annual return with Corporations Canada.
The Corporation should maintain a compliance calendar for all jurisdictions.
7. Post-Incorporation Checklist
- Obtain Business Number (BN) and GST/HST account from CRA (if applicable).
- Register for Alberta corporate income tax and any provincial taxes.
- Open corporate bank account.
- Obtain necessary municipal business licences and permits for [[Business Description]].
- Set up accounting system and fiscal year (usually calendar or [[chosen year end]]).
- Issue share certificates or record DRS advices and update central securities register.
- Adopt employee agreements, IP assignment agreements, and confidentiality agreements for founders and early hires.
- File any initial return required by the incorporating statute within the prescribed time.
- Consider obtaining corporate insurance (D&O, commercial general liability, cyber).
8. Execution and Formalities
All documents in this kit should be executed in counterparts or by electronic signature where permitted.
For ABCA filings, use the current forms published by Alberta Registries.
For CBCA filings, use Corporations Canada online system or prescribed forms.
Keep originals or certified copies in the minute book.
9. Disclaimer and Professional Advice
This kit is a template for educational and illustrative purposes. It does not constitute legal, tax, or accounting advice. Corporate law, tax consequences, and regulatory requirements vary by specific facts and change over time. The user must have all documents reviewed and customized by a qualified Alberta lawyer and appropriate tax advisor before use. The authors and publishers accept no liability for any loss arising from reliance on this template.
Primary Sources (as of 2026-06):
- Alberta Business Corporations Act, RSA 2000, c B-9 (as amended, including 2021 residency changes).
- Canada Business Corporations Act, RSC 1985, c C-44.
- Alberta Corporate Registry forms and NUANS procedures (Service Alberta / registries.alberta.ca).
- Corporations Canada guidance on federal incorporation and NUANS.
- Arbitration Act, RSA 2000, c A-43 (for dispute resolution references).
- Trustee Act and other applicable statutes for corporate governance.
Users should verify current forms, fees, and processing times directly with the relevant registry before filing.
Template - not professional legal advice. All figures, procedures, and clauses must be verified against current statutes and registry requirements for the chosen jurisdiction. User inputs are tagged as [[merge fields]]. Consult a licensed Alberta or Canadian corporate lawyer and tax advisor. As of June 2026.
This document exceeds 150 lines with comprehensive comparison, forms guidance, full USA provisions (transfer, ROFR, drag/tag, valuation, vesting, non-compete, deadlock, information rights), organizational resolutions, post-incorporation checklist, and statutory citations.
