Neufeld Legal P.C. 403-400-4092 Chris@NeufeldLegal.com
ANNUAL CORPORATE UPKEEP
Keeping your provincially or federally incorporated company well maintained is an important business function. From a legal perspective, this means complying with the corporation's by-laws and related organizational documents, such that you undertake the requisite directors' meeting and shareholders' meetings, notice requirements are adhered to (both at the federal and provincial level), voting systems are followed through on, corporate by-laws are observed, annual minutes are properly recorded, pertinent documentation is filed and maintained, appropriate resolutions are voted upon, and such other legal obligations are undertaken.
At times it can seem like a labor-intensive task and/or somewhat inconsequential, nevertheless it is an important facet of the business' operation. It may not be fun, though it really needs to be undertaken, such that it is often well worth your while to retain the services of an experienced corporate lawyer to facilitate this legal process and make it as painless a process as it can be.
As such, when your business seeks the professional services of experienced legal counsel, when dealing with your corporate upkeep and maintenance, 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
Dissolution by court order
214(1) The Registrar or any interested person may apply to the Court for an order dissolving a corporation if the corporation has
(a) failed for 2 or more consecutive years to comply with the requirements of this Act with respect to the holding of annual meetings of shareholders,
(b) contravened section 17(2), 23, 157 or 159, or
(c) procured any certificate under this Act by misrepresentation.
(2) An applicant under this section, other than the Registrar, shall give the Registrar notice of the application, and the Registrar is entitled to appear and be heard in person or by counsel.
(3) On an application under this section or section 213, the Court may order that the corporation be dissolved or that the corporation be liquidated and dissolved under the supervision of the Court, and the Court may make any other order it thinks fit.
(4) On receipt of an order under this section, section 213 or section 215, the Registrar shall
(a) if the order is to dissolve the corporation, issue a certificate of dissolution in the prescribed form, or
(b) if the order is to liquidate and dissolve the corporation under the supervision of the Court, issue a certificate of intent to dissolve in the prescribed form and publish notice of the order in the Registrarís periodical or The Alberta Gazette.
(5) The corporation ceases to exist on the date shown in the certificate of dissolution.
* For the full statute, please click on this link. Nothing should be read in the abstract and specific legal advice is always recommended.