Calgary Incorporation

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Significant Aspects

Business Incorporation

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Officers / Directors

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OFFICERS IN A CALGARY COMPANY

The role of the corporate officer is primarily that of assuming the responsibility as individual executives charged with carrying out the day-to-day management and high-level operational functions of the company. Hence, the roles of president, secretary, treasurer, vice-president(s), chief executive officer, chief financial officer, chief operating officer, etc.

The scope of their role can be found in the company's by-laws and is more specifically established in their individual agreements and contractual mandates. The following excerpts from corporate by-laws provide some insights therein:

"Section E-1: Composition of Officers.
The officers of the Corporation shall be elected by the Board of Directors and may consist of: a President, a Chief Operating Officer, a Chief Financial Officer and one or more Vice-Presidents (including, without limitation, Assistant, Executive, Senior and Group Vice-Presidents) and a Treasurer, Secretary and Controller and such other officers and agents with such titles and such duties as the Board of Directors may from time to time determine, each to have such authority, functions or duties as in these By-laws provided or as the Board of Directors may from time to time determine, and each to hold office for such term as may be prescribed by the Board of Directors and until such person's successor shall have been chosen and shall qualify, or until such person's death or resignation, or until such person's removal in the manner hereinafter provided."

Tasked with the immediate operations of the company, the corporate officers need to have their roles and remuneration appropriate defined (including aspects of long-term compensation and incentives).

As such, when your business seeks the professional services of experienced legal counsel, given your role as a corporate officer to an Alberta company, you 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
Officers
121 Subject to the articles, the bylaws or any unanimous shareholder agreement,
(a) the directors may designate the offices of the corporation, appoint as officers individuals of full capacity, specify their duties and delegate to them powers to manage the business and affairs of the corporation, except powers to do anything referred to in section 115(3),
(b) a director may be appointed to any office of the corporation, and
(c) 2 or more offices of the corporation may be held by the same person.
Duty of care of directors and officers
122(1) Every director and officer of a corporation in exercising the director’s or officer’s powers and discharging the director's or officer's duties shall
(a) act honestly and in good faith with a view to the best interests of the corporation, and
(b) exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.
(2) Every director and officer of a corporation shall comply with this Act, the regulations, articles, bylaws and any unanimous shareholder agreement.
(3) Subject to section 146(7), no provision in a contract, the articles, the bylaws or a resolution relieves a director or officer from the duty to act in accordance with this Act or the regulations or relieves the director or officer from liability for a breach of that duty.
(4) In determining whether a particular transaction or course of action is in the best interests of the corporation, a director, if the director is elected or appointed by the holders of a class or series of shares or by employees or creditors or a class of employees or creditors, may give special, but not exclusive, consideration to the interests of those who elected or appointed the director.
* For the full statute, please click on this link. Nothing should be read in the abstract and specific legal advice is always recommended.

Please be advised that incorporating one's business can be an effective legal structure, nevertheless there are significant demands and responsibilites associated with an incorporated company, with taxes, creditors and third-party liability being high on the list, and should not be underestimated (in addition to the limitations of limited liability, in particular as it relates to signing contracts, especially when this includes guarantees or indemnifications). For more information about our business law practice and to review our professional standards of legal practice, disclaimer and privacy policy, visit the main website of Neufeld Legal P.C. (144 4th Avenue SW, Suite 1600, Calgary, Alberta) at www.NeufeldLegal.com. For a more extensive analysis of legal matters pertaining to incorporations, visit our primary website on the topic - www.lawyerincorporation.com. Disclaimer. Privacy. Cookies.© 2016.