Registered Office for Service for Dissolved Corporations

Alberta corporations are required to file an annual return with the Alberta Corporate Registry each year. If a corporation fails to file their annual returns for two years in a row, the company will be put into a ‘start’ status, which means the corporation is in danger of being struck. After going into start status, the corporation will have roughly six months to file their outstanding annual returns. Should the corporation fail to file its annual returns within the six months’ time period, the corporation will be struck. Once a corporation is struck, it can no longer legally operate or conduct business. A corporation which has been struck may be revived, however, if the corporation has been struck or dissolved for a period of more than ten years, it can no longer be revived.

In the alternative, if the corporation is no longer in operation, or you would like to stop the use of the corporation, you also have the option to voluntarily dissolve the corporation rather than having it struck.

What Does “Dissolve The Corporation” Mean?

In relation to a corporation, a dissolution means formally closing down the business. The corporation ceases to exist as a legal entity. It also means that the corporation can no longer operate any business. For example, it loses its legal rights to enter into a contract. At this point, the business’ name may eventually be available for others to use. If you skip the formal dissolution there may be ongoing fees or administrative penalties. In addition, if you decide to open another business down the road it may lead to headaches as your name will be tied to your old corporation. It is important to note that dissolution does not in itself, shelter a corporation from legal claims. Further, after the dissolution, the directors of a corporation are required to maintain the minute book of the corporation for 6 years after the date of dissolution.

Minute Book Records Retention Period

In Alberta, corporations are required to maintain an up-to-date minute book. A minute book is either a binder or digital file that includes a corporation’s articles of incorporation, annual returns, bylaws, directors’ resolutions, share records, etc. Minute books help to tell the story of a corporation by outlining the history of the corporation, including who is running/has run the corporation, the current and previous owners of the corporation, any rules and/or bylaws governing the corporation and the corporation’s financial reporting from year to year. If a corporation fails to maintain its records, it may be found liable and subject to a fine of up to $5,000.00.

Generally speaking, corporate minute book records and any supporting documents must be kept for 6 years from the date of dissolution. The minute book may need to be accessed by the CRA or for possible legal proceedings at the last known registered office. If you choose to have an agent and address for service as the last known registered office, it is vital that you remain in contact with the agent for the 6 years after the company has been dissolved.

What Is A Registered Office?

Entities registered under Business Corporations Act, such as corporations, or extra-provincially registered companies, must have a registered office for service in the Province of Alberta. It is the address that the Government has on file for the corporation.

The registered office acts as the corporation’s legal point of contact. It must have a physical address that is accessible during regular business hours in the event someone needs to serve the corporation. It cannot be a P.O. box. Any notices either from the registry such as annual return, or GST filing notices from the CRA, would go to the registered mailing address on file for service – which is the registered office.

Location Of Minute Books

The directors of the corporation are responsible for the safe keeping of the minute book binder’s location. Minute books are typically held at either an accounting firm or law firm’s office. The CRA has stated that records kept outside of Canada and accessed electronically from Canada are not considered to be kept in Canada. Minute books must be easily accessible to authorized individuals, including directors, officers, shareholders, and sometimes creditors. If the minute book is lost or destroyed (fire or flood) it can be costly to rebuild. Many corporations make and store digital copies and can create portals to provide client access. Under the Alberta Business Corporations Act (ABCA), there is no requirement that a minute book can be a physical binder. Alberta permits electronic record-keeping, meaning a no strict “binder” requirement. This legislation allows for corporations in Alberta to have their minute books be kept in any form.

What Is The Directors’ Responsibility?

When winding down a corporation, the directors must file a special resolution, which typically means that at least 2/3 of the board members are in favor of passing the special resolution. This could be different if your bylaws or unanimous shareholders agreement indicate otherwise. Special resolutions are specific to any major changes made to a corporation such as selling any major assets, an amalgamation or in this case, voluntarily winding down a corporation. This needs to be completed if a corporation has property or liabilities. Additional responsibilities of a director prior the corporation being voluntarily dissolved are: sell any assets, discharge any liabilities, give notice to creditors, close any bank accounts and file the corporation’s final tax return.

Kahane Law Can Help

If you are a director of a dissolved company, you’ll want to ensure the minute book is preserved safely. We highly recommend you seek professional counsel to ensure compliance with record retention laws. Kahane Law Office offers a variety of services for corporations, and, for a fee, we can help your corporation with your minute book. Should you have any questions about minute books, or need help with an existing minute book, please contact our Calgary office. We look forward to your call, and hope that we will be able to help you, just as we have helped our other satisfied clients.