Address Requirements for Corporations under the Alberta Business Corporations Act

Written by Ali Abdulla, JD Candidate 2024 | UCalgary Law

When incorporating under the Alberta Business Corporations Act [ABCA],[1] a Notice of Corporate Address[2] must be sent to the Registrar along with the Articles of Incorporation.[3] The Notice of Corporate Address Form contains language that may be confusing, as it refers to (1) the address of the registered office, (2) the records address, and (3) the address for service by mail. For clarity, we explain each of these terms below:

Address of the Registered Office

A corporation under the ABCA must have a registered office, but need not have a separate records address or address for service by mail.[4] Consequently, the registered office can be considered the "default" address for the corporation to keep records and receive documents, subject to the considerations below. The corporation must ensure that its registered office and records office are accessible to the public during normal business hours, and are readily identifiable from the address given in the Notice of Corporate Address.[5]

Records Address

The records address is the address at which the corporation's records are kept.[6] These records must include, among other things: the articles of incorporation, corporate bylaws, shareholders resolutions, and financial statements.[7] Note that the registered office of a corporation is also its records office unless the directors designate otherwise.[8]

Address for Service by Mail

The address for service by mail is the address, if any, of the post office box used by the corporation for mail delivery.[9]

All of the above addresses must be in Alberta. Note that if the directors of the corporation change the address of the registered office, records office, or address for service of the corporation, they must notify the Registrar within 15 days of such change.[10]

To end, we briefly note that a corporation under the ABCA must also appoint an agent for service through a Notice of Agent for Service.[11] An agent for service is a resident Albertan who can accept notices and documents on behalf of a corporation, and is often a lawyer at a law firm.[12]

Endnotes

[1] Business Corporations Act, RSA 2000, c B-9 [ABCA].

[2] Notice of Address Form accessible online at <alberta.ca/business-organization-forms>.

[3] ABCA, s 20(2).

[4] ABCA, s 20(1); see also Notice of Address Form at 2.

[5] ABCA, s 20(6).

[6] ABCA, s 20(2)(b); see also Notice of Address Form at 2.

[7] ABCA, s 21(1).

[8] ABCA, s 20(7).

[9] ABCA, s 20(2)(c); see also Notice of Address Form at 2.

[10] ABCA, s 20(5).

[11] ABCA, s 20.1(1).

[12] Government of Alberta, "Incorporate an Alberta corporation" (2023), online: <alberta.ca/incorporate-alberta-corporation>.