Neufeld Legal P.C. 403-400-4092 Chris@NeufeldLegal.com
SINGLE SHAREHOLDER COMPANY
The incorporation of a single shareholder Alberta company would appear to be a relatively simple undertaking. Nevertheless, therein lies the problem, in that unless the company's function and operation remains unchanged, the development and alterations in the company's business will in all likelihood require a more complex corporate structure to facilitate those evolving corporate goals and demands.
The reality is that even when there is to be only a single shareholder at the outset with a relatively straightforward business purpose, it should nevertheless be structured such that it is capable of meeting business developments that would benefit from a more intricate and/or flexible corporate structure. And though this might be undertaken at a later date by filing articles of amendment, it tends to be preferable to have the corporate framework in place at the company's inception, such that these matters are better managed and recognized.
As such, when your business seeks the professional services of experienced legal counsel, whether when incorporating a new provincial company or dealing with its ongoing corporate development, 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
5 One or more persons may incorporate a corporation by signing articles of incorporation and complying with section 7.
Articles of incorporation
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.
* For the full statute, please click on this link. Nothing should be read in the abstract and specific legal advice is always recommended.