What are Articles of Incorporation in Alberta?

One of the requirements in setting of a corporation is that Articles of Incorporation are filed. These are essentially organizing documents for a corporation. The requirements for these are set out in the Alberta Business Corporations Act. At section 6 the Act says:

6(1) Subject to section 15.3, articles of incorporation shall be in the prescribed form and shall set out, in respect of the proposed corporation,

(a) the name of the corporation,

(b) the classes and any maximum number of shares that the corporation is authorized to issue, and

(i) if there are 2 or more classes of shares, the special rights, privileges, restrictions and conditions attaching to each class of shares, and

(ii) if a class of shares may be issued in series, the authority given to the directors to fix the number of shares in, and to determine the designation of each series, and the rights, privileges, restrictions and conditions attaching to the shares of each series,

(c) if the right to transfer shares of the corporation is to be restricted, a statement that the right to transfer shares is restricted and either

(i) a statement of the nature of the restrictions, or

(ii) a statement that the nature of the restrictions appears in a unanimous shareholder agreement,

(d) the number of directors or, subject to section 107(a), the minimum and maximum number of directors of the corporation, and

(e) any restrictions on the businesses that the corporation may carry on.

(2) The articles may set out any provision permitted by this Act or by law to be set out in the bylaws of the corporation.

(3) Subject to subsection (4), if the articles or a unanimous shareholder agreement require a greater number of votes of directors or shareholders than that required by the Act to effect any action, the provisions of the articles or of the unanimous shareholder agreement prevail.

(4) The articles may not require a greater number of votes of shareholders to remove a director than the number required by section 109. RSA

If you have any further questions about Articles, please feel free to contact us.

The information contained in this article is not legal advice. No solicitor client relationship is formed through this article. The reader is encouraged to retain counsel for advice in these matters.