CPA · Business Corporations Act
Part 4 — Registered Office, Agent for Service, Records and Seal
21 Corporate records
records containing
RSA 2000
(a) the articles and the bylaw s, all amendments to the articles
and bylaws, a copy of any unanimous shareholder
agreement and any amendment to a unanimous shareholder
agreement,
(b) minutes of meetings and resolutions of shareholders,
(c) copies of all notices required by section 106 or 113,
(d) a securities register complying with section 49,
(e) copies of the financial stat ements, reports and information
referred to in section 155(1), and
(f) a register of disclosures made pursuant to section 120.
(2) Notwithstanding subsection (1), a central securities register
may be maintained at an office in Alberta of a corporation's agent
referred to in section 49(3)(a), and a branch securities register may
be kept at any place in or out of Alberta designated by the directors.
(3) If a central securities register is maintained under subsection
(2) at a place other than the records office, the corporation shall
maintain a record of the names and contact information of all
agents and the offices at which that register is maintained.
(4) A corporation that
(a) complies with section 24(2), and
(b) maintains in Canada a register or record referred to in
subsection (3)
complies with subsection (1).
(5) In addition to the records described in subsection (1), a
corporation shall prepare and maintain adequate accounting records
and records containing minutes of meetings and resolutions of the
directors and any committee of the directors.
(6) For the purposes of subsections (1)(b) and (2), if a body
corporate is continued under this Act, "records" includes similar
records required by law to be maintained by the body corporate
before it was so continued.
(7) The records described in subsection (5) shall be kept at the
registered office or records office of the corporation or at any other
place the directors think fit and shall at all reasonable times be open
to examination by the directors.
RSA 2000
(8) Notwithstanding subsection (1), a corporation may keep all or
any of its corporate records referred to in subsection (1) or (2) or its
accounting records referred to in subsection (5) at a place outside
Alberta only if
(a) the corporation maintains acc urate and reasonably updated
records,
(b) the records are available fo r examination by directors at any
time by means of computer terminal or other electronic
access,
(c) the corporation provides t he technical assistance to facilitate
an examination referred to in clause (b), and
(d) in the case of accounting r ecords, the corporation also keeps
accounting records adequate to enable the directors to
ascertain the financial position of the corporation with
reasonable accuracy at the registered office, the records
office or any other place in Alberta the directors think fit
that are open at all reasonable times to examination by the
directors.
(8.1) Repealed 2021 c18 s9.
(9) A corporation that, without reasonable cause, contravenes this
section is guilty of an offence and liable to a fine not exceeding
$5000.
RSA 2000 cB-9 s21;2005 c8 s10;2021 c18 s9
December 2023
reorganizations
order for reorganization, defined,
192(1)
procedure, 192
time effective, 192(6)
reporting issuers
access to corporate records, 23
appeals of decisions by Commission,
247(2)
audit committees, 171
dispensation applications, 171(3)
errors or misstatements, 171(8)-
(9)
members, 171(2)
powers and duties, 171(4)-(6)
auditors
court-appointed, 167
statements, 168(6)
definitions
Executive Director, 1(q)
reporting issuer, 1(cc.01)
directors
attendance at meetings, 110
number of, 101(2)
removals or resignations, 110
errors, omissions or misstatements
in financial statements, 172
records or registers, order to
rectify, 244
Executive Director of Commission
appeal of decision by, 247(2)
appointment of auditor, 167
court order for directions, 245
errors or omissions in records,
order to rectify, 244
exemption for omissions from
financial statements, 156,
247
financial statement filing with,
160, 171
meeting called by court, 143
notice or service on, 257
proxy circulars, 150(3), 154
financial statements, 171
errors or misstatements, 171(7)-
(10)
exemptions, 156
filing with Executive Director,
160, 171
liability for circulation of director's
statement, 110
offences and penalties
financial statements, failure to file,
160(4)
financial statements, failure to
give notice of errors or
misstatements, 171(7)-(10)
orders by Commission, 257.1-257.2
proxy solicitation, 150-151, 154
shareholders' meetings
attendance of directors, 110
called by court, 143
removals or resignations, 110
shares
access to records and registers, 23
acquisition of own shares, not to
apply, 34
constrained shares, 48(9), 174
reports
inspectors under Act, 232(1)(h-i),
233(2)
receivers, 100(g)
representative actions
business corporations, 240
requisitions
shareholders' meetings, 142
residency
agent for service, 20.1(1)
alternative agent for service, 20.2(1)
constrained shares, 174
definitions
resident Albertan, 1(cc.1)
resident Canadian, 1(dd)
directors, requirements, 106(3)
resolutions
bylaws, 102
ordinary resolution, defined, 1(w)
resolutions, special
articles, amendment, 173-174
defined, 1(ii)
notice, 134(7)(b)
shares, amendment of articles,
176(4)
stated capital, reductions, 38