Neufeld Legal P.C. 403-400-4092 Chris@NeufeldLegal.com
AMENDING ARTICLES OF INCORPORATION
Unfortunately, as companies grow and prosper, they often find themselves constrained by the legal limitations arising from their corporate structure. This is frequently the result of the original Articles of Incorporation have being drafted on the basis that there would only be a single shareholder, without significant expectations of growth (at least from the perspective of the professionals that incorporated the company).
Alternatively, business opportunities or commercial necessitate may require modifications to the structure of the corporation, whether by way of providing added flexibility and/or sophistication. The goal is to create a more efficient and profitable company, such that the company's articles are to be appropriately amended to facilitate such an objective goal.
As such, when your business seeks the professional services of experienced legal counsel, when seeking to modify its corporate articles of incorporation, your business can look to the Calgary, Alberta law firm of Neufeld Legal P.C. Contact us at 403-400-4092 or via email Chris@NeufeldLegal.com.
Alberta Business Corporations Act
- important elements
Amendment of articles
173(1) Subject to sections 176 and 177, the articles of a corporation may by special resolution be amended to
(a) change its name, subject to section 12,
(b) add, change or remove any restriction on the business or businesses that the corporation may carry on,
(c) change any maximum number of shares that the corporation is authorized to issue,
(d) create new classes of shares,
(e) change the designation of all or any of its shares, and add, change or remove any rights, privileges, restrictions and conditions, including rights to accrued dividends, in respect of all or any of its shares, whether issued or unissued,
(f) change the shares of any class or series, whether issued or unissued, into a different number of shares of the same class or series or into the same or a different number of shares of other classes or series,
(g) divide a class of shares, whether issued or unissued, into series and fix the number of shares in each series and the rights, privileges, restrictions and conditions of that series,
(h) cancel a class or series of shares where there are no issued or outstanding shares of that class or series,
(i) authorize the directors to divide any class of unissued shares into series and fix the number of shares in each series and the rights, privileges, restrictions and conditions of that series,
(j) authorize the directors to change the rights, privileges, restrictions and conditions attached to unissued shares of any series,
(k) revoke, diminish or enlarge any authority conferred under clauses (i) and (j),
(l) increase or decrease the number of directors or the minimum or maximum number of directors, subject to sections 107 and 112,
(m) subject to section 48(8), add, change or remove restrictions on the transfer of shares,
(m.1) add or remove an express statement establishing the unlimited liability of shareholders as set out in section 15.2, or
(n) add, change or remove any other provision that is permitted by this Act to be set out in the articles.
* For the full statute, please click on this link. Nothing should be read in the abstract and specific legal advice is always recommended.