How to Incorporate in Alberta: NUANS, Registry Agents and Costs

How do I incorporate a business in Alberta?

You prepare an incorporation package, and a registry agent (an office offering government registration services) or authorized Alberta service provider files it with Corporate Registry. The Alberta government's steps, in order:

1. Choose a name: a word name backed by an Alberta NUANS report, or a number name assigned by Corporate Registry.
2. Prepare the Articles of Incorporation, including the share classes.
3. Set the registered office: a physical address in Alberta, open to the public during normal business hours (Act, section 20).
4. Elect at least one director.
5. Appoint an agent for service: a Canadian citizen or permanent resident who lives in Alberta.
6. Take the package, valid ID and payment to a registry agent or authorized service provider.

This is the Alberta route; to compare it with federal incorporation, see federal or provincial incorporation.

Filing takes one visit to a provider. What makes a case not simple is what the articles set and what the corporation owes after: from its first year it files a federal T2 and, unless exempt, a separate Alberta AT1, plus an annual return to Corporate Registry. A sole proprietorship moving its assets in, a director or shareholder living outside Canada, family members as shareholders, or business in other provinces each add decisions that are hard to undo later.

What to gather: the name (or a decision to take a number), the NUANS report if named, the share classes, each director's name and address, the registered office and records addresses in Alberta, the agent for service's consent, office address and email, an email address for the corporation, valid ID and payment.

Do I need a NUANS report, or can I use a numbered company?

A word name needs an Alberta NUANS report; a number name does not. The report reserves the name for 90 days and must be less than 91 days old when the incorporation is filed (Business Corporations Regulation, section 17). Miss that window and you order and pay for a new report.

A number name is assigned by Corporate Registry, with "Alberta" as its second part, as in 1234567 Alberta Ltd. Which to choose, and how an operating name works with a numbered company, is covered in named or numbered company.

Which documents are filed to incorporate in Alberta?

Four documents are always filed, plus the NUANS report for a named corporation (Alberta).

Share classes are set in the articles, and changing them later takes articles of amendment; see share classes when you incorporate.

Who can be a director, and who is the agent for service?

A director must be an adult individual; an agent for service must consent (Alberta) and be a resident Albertan, meaning a Canadian citizen or permanent resident who ordinarily lives in Alberta (Act, sections 1 and 20.1). Section 105 of the Business Corporations Act disqualifies anyone under 18, anyone who is not an individual, a bankrupt, and certain people found legally incapable. Residence is not on that list. A director can also be personally liable for up to six months' unpaid wages to each employee, until two years after leaving the board (Act, section 119), and for unremitted payroll deductions and GST/HST; see after you incorporate.

A director or shareholder living outside Canada still raises tax questions: an Alberta corporation is resident in Canada unless a tax treaty makes it resident in another country (Income Tax Act, section 250), and one controlled by non-residents is not a Canadian-controlled private corporation, so it cannot use the small business rate (section 125). See incorporating as a newcomer or non-resident.

The agent for service does not need to be a lawyer, but the agent's address must be an office open to the public during normal business hours (Act, section 20.1). You may also appoint an alternative agent for service, also a resident Albertan (Act, section 20.2), who can be at a different firm and address in Alberta (Alberta).

Can I incorporate in Alberta online, or do I need a registry agent?

Not directly with the government: Alberta routes every incorporation through a registry agent or authorized Alberta service provider, who enters it into the registry system, and describes no way to file with Corporate Registry yourself (Alberta). You choose the provider; not every registry agent offers all Corporate Registry services, so confirm before you go (Alberta). Whether to prepare the package yourself or use a lawyer is covered in incorporate yourself or use a lawyer. Already incorporated through an online service? See after incorporating online.

How much does it cost to incorporate in Alberta?

The government fee is $291.75; the provider adds its own service fee, and a named corporation also pays for the NUANS report. Government fees are set in the schedule to Alberta Regulation 10/2002.

For the full first-year and yearly cost, including the T2 and books, see cost to incorporate in Canada.

What do I get back after incorporating in Alberta?

You receive a certificate of incorporation, and an email once the federal business number is issued (Alberta). The corporation exists from the date on the certificate (Act, section 9).

The certificate does not issue shares: the directors do that (Act, section 27), along with the other organizing steps recorded in the minute book. GST/HST and payroll accounts are opened separately; see after you incorporate.

When is the Alberta annual return due, and what if it's missed?

An Alberta corporation files an annual return every year by the last day of the month after its anniversary month, the month its certificate was issued (Business Corporations Regulation, section 24). Alberta sends a reminder by email to the address on record, or by mail to the registered office if there is none (Alberta). Its pages time it one month before the anniversary (annual returns) or about two weeks before the due date (business names); the due date stands either way.

• How: through an authorized service provider, for the $53.05 government fee plus a service fee.
• What it reports: corporate information as of the last day of the anniversary month, including the names, addresses and voting-share percentages of the top five shareholders (Alberta). It is not a tax return.
• If missed: a corporation in default for one year may be dissolved by the Registrar after 120 days' notice to the corporation and each director (Act, section 213).
• After dissolution: an interested person may apply for revival within 10 years (section 208). The application also needs an annual return for every missed year, before and after dissolution (Alberta), and a new NUANS report if dissolved more than three years (Regulation, section 17); the certificate of revival adds a $106.09 government fee. See reviving a dissolved corporation.

Keep the corporation's email address and registered office current: the reminder goes to them. How other provinces and federal corporations compare: see corporate annual return.

Why does an Alberta corporation file both a T2 and an AT1?

The CRA administers provincial corporate tax for every province except Alberta and Quebec (CRA). An Alberta corporation therefore files its T2 with the CRA and, if it has a permanent establishment in Alberta and is not exempt, an AT1 with Alberta's Tax and Revenue Administration (Alberta). Filing the T2 does not file the AT1, and a late AT1 can draw a penalty of 5% of the unpaid tax plus 1% for each complete month late, up to 12 months (CT-2, paragraph 21). A corporation that skipped the AT1 believing it was exempt, and later finds it was not, files within 90 days of finding out; Alberta then uses the date its T2 was filed to decide whether that penalty applies (CT-2, paragraphs 18 and 22).

A year ending on the last day of a month is due on the last day of the sixth month after it (CRA). For a short first year, see your first corporate tax year.

Paying: tax is due before the returns. Alberta tax owing is paid by the end of the second month after year-end, or the third month for a qualifying Canadian-controlled private corporation, and a new corporation pays no instalments in its first year (CT-2, paragraphs 45 to 48). For federal payment dates, see filing your corporate return.

Electronic filing: a new corporation's AT1 must be filed through Alberta's Net File unless the corporation is an insurance or non-resident corporation, reports in a functional currency, or is tax-exempt; a corporation that does not is liable to a $1,000 penalty (Information Circular CT-2).

Exemption: a corporation skips the AT1 only if all of these are true for the year (CT-2, paragraphs 2 to 4):

• It is a Canadian-controlled private corporation.
• It has no permanent establishment outside Alberta.
• It has no taxable income for the year, before any loss carried back from a later year.
• No refund is owed to it.
• Its gross revenue is $500,000 or less.
• It files a T2.
• Its tax balances, such as losses and undepreciated capital cost, are the same for Alberta as federally.

Claiming certain Alberta credits or grants means filing the AT1 anyway.

What tax rate does an Alberta corporation pay?

Alberta's small business rate is 2% on a Canadian-controlled private corporation's active business income up to $500,000, shared within an associated group; the general rate is 8% (Alberta tax overview; corporate income tax). Federal tax is added on top; see how corporations are taxed.

Example

These examples are illustrative, in Canadian dollars. Service fees are left out because each provider sets its own.

An Edmonton electrician takes a number name

An electrician incorporates as 1234567 Alberta Ltd. through a registry agent. No NUANS report is needed. The government fee is $291.75, plus the agent's service fee. The corporation's legal name is the number; any operating name is a separate decision.

A Calgary bakery's NUANS report runs out

A bakery orders an Alberta NUANS report dated March 1. It must file the incorporation by May 30, while the report is less than 91 days old. The owners settle their share classes late and are ready on June 15, so they order and pay for a new report before filing.

A May incorporation with a December 31 year-end

• Year 1: the certificate is issued in May. The first tax year runs from May to December 31.
• Year 2: any Alberta tax owed for Year 1 is paid by the end of February, or March if the corporation qualifies. By June 30, the corporation files its annual return ($53.05 plus service fee), its first T2 with the CRA and its first AT1 through Net File, unless it meets every AT1 exemption condition.
• Year 3 onward: the same three filings, each due by June 30, with any tax paid earlier.

Different for you?

• You have not chosen between Alberta and federal incorporation, or you will operate in other provinces: see federal or provincial incorporation and operating in more than one province.
• You are moving a sole proprietorship into the corporation: follow the sole proprietor to corporation checklist and get business formation help before assets move.
• A director or shareholder lives outside Canada: check residence and small business rate questions in incorporating as a newcomer or non-resident with business formation help.
• You want the T2, the AT1 and the books set up from year one: get business formation help and bookkeeping that both returns can be built on.
• Tax returns were missed: see catching up on unfiled corporate returns and get corporate tax help.
• Annual returns were missed, or the corporation was dissolved: see reviving a dissolved corporation and get corporate tax help.
• Family members will hold shares: see share classes when you incorporate and get business formation help before the articles are filed.
• You only need a trade name as a sole proprietor: see registering a business in Alberta.