Province of Alberta BUSINESS CORPORATIONS ACT Revised Statutes of Alberta 2000 Chapter B-9 Current as of June 17, 2021 Office Consolidation © Published by Alberta Queen’s Printer Alberta Queen’s Printer Suite 700, Park Plaza 10611 - 98 Avenue Edmonton, AB T5K 2P7 Phone: 780-427-4952 Fax: 780-452-0668 E-mail: [email protected] Shop on-line at www.qp.alberta.ca Copyright and Permission Statement Alberta Queen's Printer holds copyright on behalf of the Government of Alberta in right of Her Majesty the Queen for all Government of Alberta legislation. Alberta Queen's Printer permits any person to reproduce Alberta’s statutes and regulations without seeking permission and without charge, provided due diligence is exercised to ensure the accuracy of the materials produced, and Crown copyright is acknowledged in the following format: © Alberta Queen's Printer, 20__.* *The year of first publication of the legal materials is to be completed. Note All persons making use of this consolidation are reminded that it has no legislative sanction, that amendments have been embodied for convenience of reference only. The official Statutes and Regulations should be consulted for all purposes of interpreting and applying the law. Regulations The following is a list of the regulations made under the Business Corporations Act that are filed as Alberta Regulations under the Regulations Act Alta. Reg. Amendments Business Corporations Act Business Corporations .................................... 118/2000 ......... 231/2000, 191/2001, 206/2001, 251/2001, 83/2005, 218/2005, 35/2007, 68/2008, 104/2009, 31/2012, 105/2012, 170/2012, 125/2013, 146/2015, 115/2017, 10/2019, 128/2019 BUSINESS CORPORATIONS ACT Chapter B-9 Table of Contents Part 1 Interpretation and Application 1 Definitions 1.1 Application 2 Relationship of corporations 3 Distribution to the public 4 Execution in counterpart Part 2 Incorporation 5 Incorporation 6 Articles of incorporation 7 Delivery of articles of incorporation 8 Certificate of incorporation 9 Effect of certificate of incorporation 10 Corporate name 11 Assignment of name 12 Prohibited names 13 Direction to change corporate name 14 Certificate of amendment 15 Pre-incorporation contracts Part 2.1 Special Rules Respecting Unlimited Liability Corporations 15.1 Definition 15.2 Liability 15.3 Articles of incorporation, etc. 15.4 Corporate name 15.5 Continuance of extra-provincial corporation 1 RSA 2000 BUSINESS CORPORATIONS ACT Chapter B-9 15.6 Conversion from unlimited liability corporation to limited corporation 15.7 Continuation of actions after dissolution 15.8 Names of unlisted shareholders 15.9 Warning on certificate Part 3 Capacity and Powers 16 Capacity of a corporation 17 Restriction on powers 18 No constructive notice 19 Authority of directors, officers and agents Part 4 Registered Office, Agent for Service, Records and Seal 20 Registered office, records office, address for service by mail 20.1 Agent for service 20.2 Alternative agent for service 21 Corporate records 22 Additional copies to Registrar 23 Access to corporate records 24 Form of records 25 Corporate seal Transitional Provision 25.1 Transitional provision Part 5 Corporate Finance 26 Shares and classes of shares 27 Issue of shares 27.1 Splitting of shares 28 Stated capital accounts 29 Shares in series 30 Shareholder’s pre-emptive right 31 Options and other rights to acquire securities 32 Prohibited share holdings 33 Exception 34 Acquisition by corporation of its own shares 35 Alternative acquisition by corporation of its own shares 36 Redemption of shares 37 Donated and escrowed shares 2 RSA 2000 BUSINESS CORPORATIONS ACT Chapter B-9 38 Other reduction of stated capital 39 Adjustment of stated capital account 40 Repayment, acquisition and reissue of debt obligations 41 Enforceability of contract against corporation 42 Commission on sale of shares 43 Dividends 44 Form of dividend 45 Financial assistance 46 Shareholder immunity Part 6 Security Certificates, Registers and Transfers 47 Transfers of securities 48 Security certificates 49 Securities records 50 Dealings with registered holders and transmission on death 51 Overissue Part 7 Trust Indentures 81 Interpretation and application 82 Conflict of interest 83 Qualification of trustee 84 List of security holders 85 Evidence of compliance 86 Contents of declaration 87 Further evidence of compliance 88 Trustee may require evidence of compliance 89 Notice of default 90 Trustee’s duty of care 91 Trustee’s reliance on statements 92 No exculpation of trustee by agreement Part 8 Receivers and Receiver-Managers 93 Functions of receiver 94 Functions of receiver-manager 95 Directors’ powers during receivership 96 Court-appointed receiver or receiver-manager 97 Duty under debt obligation 98 Duty of care 99 Powers of the Court 100 Duties of receiver and receiver-manager 3 RSA 2000 BUSINESS CORPORATIONS ACT Chapter B-9 Part 9 Directors and Officers 101 Directors 102 Bylaws 103 General borrowing powers 104 Organization meeting 105 Qualifications of directors 106 Election and appointment of directors 107 Cumulative voting 108 Ceasing to hold office 109 Removal of directors 110 Attendance at meetings 111 Filling vacancies 112 Change in number of directors 113 Notice of change of directors 114 Meetings of directors 115 Delegation to managing director or committee 116 Validity of acts of directors, officers and committees 117 Resolution instead of meeting 118 Liability of directors and others 119 Directors’ liability for wages 120 Disclosure by directors and officers in relation to contracts 121 Officers 122 Duty of care of directors and officers 123 Dissent by director 124 Indemnification by corporation 125 Remuneration Part 10 Insider Trading 126 Definitions 127,128 Deemed insiders 129 Business combination defined 130 Civil liability of insiders Part 11 Shareholders 131 Shareholders’ meetings 132 Calling meetings 133 Record dates 134 Notice of meeting, adjournment, business and notice of business 135 Waiver of notice 4 RSA 2000 BUSINESS CORPORATIONS ACT Chapter B-9 136 Shareholder proposals 137 Shareholder list 138 Quorum 139 Right to vote 140 Voting 141 Resolution instead of meetings 142 Meeting on requisition of registered holders or beneficial owners of shares 143 Meeting called by Court 144 Court review of election 145 Pooling agreement 146 Unanimous shareholder agreement Part 12 Proxies 147 Definitions 148 Appointing proxyholder 149 Mandatory solicitation 150 Soliciting proxies 151 Exemption orders 152 Rights and duties of proxyholder 153 Duties of registrant 154 Court orders Part 13 Financial Disclosure 155 Annual financial statements 156 Exemption 157 Consolidated statements 158 Approval of financial statements 159 Copies to shareholders 160 Copies to Executive Director 161 Qualification of the auditor 162 Auditor’s appointment and remuneration 163 Dispensing with auditor 164 Auditor ceasing to hold office 165 Removal of auditor 166 Filling vacancy 167 Court-appointed auditor 168 Rights and liabilities of auditor or former auditor 169 Auditor’s duty to examine 170 Auditor’s right to information 171 Audit committee 5 RSA 2000 BUSINESS CORPORATIONS ACT Chapter B-9 172 Qualified privilege Part 14 Fundamental Changes 173 Amendment of articles 174 Constrained shares 175 Proposal for amendment 176 Class votes 177 Delivery of articles of amendment 178 Certificate of amendment 179 Effect of certificate 180 Restated articles of incorporation 181 Amalgamation 182 Amalgamation agreement 183 Shareholder approval of amalgamation agreement 184 Vertical and horizontal short form amalgamation 185 Delivery of articles of amalgamation and statutory declaration to Registrar 186 Effect of certificate of amalgamation 187 Amalgamation of Alberta corporation and extra-provincial corporation where one is wholly-owned subsidiary of the other 188 Continuance of an extra-provincial corporation as an Alberta corporation 189 Continuance of an Alberta corporation into another jurisdiction 190 Extraordinary sale, lease or exchange 191 Shareholder’s right to dissent Part 15 Corporate Reorganization and Arrangements 192 Articles of reorganization resulting from court order 193 Court-approved arrangements Part 16 Take-over Bids - Compulsory Purchase 194 Definitions 195 Compulsory acquisition of shares of dissenting offeree 196 Offeror’s notices 197 Surrender of share certificate and payment of money 198 Offeree corporation’s obligations 199 Offeror’s right to apply 200 No security for costs 201 Procedure on application 202 Court to fix fair value 6 RSA 2000 BUSINESS CORPORATIONS ACT Chapter B-9 203 Power of Court 204 Final order 205 Additional powers of Court 206 Corporation’s offer to repurchase its own shares Part 17 Liquidation and Dissolution 206.1 Definition 207 Staying proceedings 208 Revival 209 Revival of society 210 Revival 211 Dissolution by directors or shareholders in special cases 212 Voluntary liquidation and dissolution 213 Dissolution by Registrar 214 Dissolution by court order 215 Other grounds for liquidation and dissolution pursuant to court order 216 Application for court supervision 217 Show cause order 218 Powers of the Court 219 Commencement of liquidation 220 Effect of liquidation order 221 Appointment of liquidator 222 Duties of liquidator 223 Powers of liquidator 224 Final accounts and discharge of liquidator 225 Shareholder’s right to distribution in money 226 Custody of records after dissolution 227 Continuation of actions after dissolution 228 Unknown claimants 229 Property not disposed of Part 18 Investigation 230 Definition