CPA · Business Corporations Act
Part 2 — Incorporation
6 Articles of incorporation
the form required by the Registrar and shall set out, in respect of
the proposed corporation,
(a) the name of the corporation,
(b) the classes and any maximum number of shares that the
corporation is authorized to issue, and
(i) if there are 2 or more cla sses of shares, the special rights,
privileges, restrictions and conditions attaching to each
class of shares, and
(ii) if a class of shares may be issued in series, the authori ty
given to the directors to fix the number of shares in, and
to determine the designation of each series, and the
rights, privileges, restrictions and conditions attaching to
the shares of each series,
(c) if the right to transfer sh ares of the corporation is to be
restricted, a statement that the right to transfer shares is
restricted and either
(i) a statement of the nature of the restrictions, or
(ii) a statement that the nature of the restrictions appears i n a
unanimous shareholder agreement,
(d) the number of directors or, subject to section 107(a), the
minimum and maximum number of directors of the
corporation, and
(e) any restrictions on the busi nesses that the corporation may
carry on.
(2) The articles may set out any provision permitted by this Act or
by law to be set out in the bylaws of the corporation.
(3) Subject to subsection (4), if the articles or a unanimous
shareholder agreement require a greater number of votes of
directors or shareholders than that required by the Act to effect any
action, the provisions of the articles or of the unanimous
shareholder agreement prevail.
(4) The articles may not require a greater number of votes of
shareholders to remove a director than the number required by
section 109.
RSA 2000 cB-9 s6;2005 c8 s4;2021 c18 s72
RSA 2000
December 2023
companies, continuance as business
corporation
Alberta company, defined, 1(c)
continuance outside Alberta, 189
contracts disclosure of interests, 120
financial assistance, enforcement,
45(3)
share purchases, enforceability, 41
unlimited liability corporations, 15.3
Companies Act
Alberta company, definition, 1(c)
extra-provincial corporations,
registration, 279(3)
revivals, 210
computer-based communications.
See electronic communications
confidentiality
business corporations, investigation
applications, court documents,
231(6-7)
conflict of interest
business corporations, directors and
officers
good faith, 120(8.1)
requirements, 120
trust indentures, trustees, 82
consent
business corporations, directors
election or appointment,
105(5)
meetings, present at, deemed
consent, 123
notice or documents, delivery,
waiver, 258
shares, issuance, 118
consideration
shares, business corporations
issuance, 27
stated capital accounts, deposits,
30
shares, business corporations
issuance, 27
take-over bids, dissenting offerees,
198
contribution
business corporations, directors,
118(4), 119(7)
convictions
extra-provincial, continuance of
unlimited liability
corporations, enforcement,
15.5(1)(f)
extra-provincial, continuance of
unlimited liability corporations
as limited corporation,
enforcement, 15.5(2)(d)
extra-provincial corporations,
enforcement, 188(7)(e),
189(9)(e)
corporations. See business
corporations
costs
applications for relief, 243
indemnification by corporation,
124(3-3.1)
investigations, 232(1)(k), 232(3)
liquidation, payments, 224(1)
representative actions, 243
shareholders' meetings, 142(6)
Court of Appeal
appeals on exemptions, 247(2)
Court of King's Bench
actions or applications under, stays,
dismissals, discontinuance or
settlement, approval, 243
appeals to
refusal to file documents, 247(1)
applications, 249
applications for directions, duties
under, 245
arrangements
applications for approval, 193(2)
approval, binding effect, 193(13)
powers and duties, 193(4)-(4.1)
auditors
appointments, 167
appointments or elections, review
applications, 144
eligibility, applications, 161
companies
revivals, 210, 247
compliance orders, power, 253(1)
contravention, compliance or
restraining orders, applications,
248