Business Corporations Act s. 1

In this Act,
(a) "affairs" means the relationships among a corporation, its
affiliates and the shareholders, directors and officers of
those bodies corporate, but does not include the business
carried on by those bodies corporate;
(b) "affiliate" means an affilia ted body corporate within the
meaning of section 2(1);
(b.1) "agent for service" mean s an agent for service appointed by
a corporation under section 20.1 or by an extra-provincial
corporation under section 288;
(c) "Alberta company" means a body corporate incorporated
and registered under the Companies Act or any of its
predecessors;
(d) "articles" means the original or restated articles of
incorporation, articles of amendment, articles of
amalgamation, articles of continuance, articles of
reorganization, articles of arrangement, articles of
dissolution and articles of revival and includes an
amendment to any of them;
(e) "associate", when used to indicate a relationship with any
person, means
(i) a body corporate of which that person beneficially owns
or controls, directly or indirectly, shares or securities
currently convertible into shares carrying more than 10%
of the voting rights under all circumstances or under any
circumstances that have occurred and are continuing, or
a currently exercisable option or right to purchase those
shares or those convertible securities,
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(ii) a partner of that perso n acting on behalf of the
partnership of which they are partners,
(iii) a trust or estate in which that person has a substantial
interest or in respect of which that person serves as a
trustee or in a similar capacity,
(iv) a spouse or adult interdep endent partner of that person,
or
(v) a relative of that person or of that person's spouse or
adult interdependent partner if that relative has the same
residence as that person;
(f) "auditor" includes a partnership of auditors;
(g) "beneficial interest" means an interest arising out of the
beneficial ownership of securities;
(h) "beneficial ownership" in cludes ownership through a
trustee, legal representative, agent or other intermediary;
(i) "body corporate" includes a company or other body
corporate wherever or however incorporated;
(j) "Canada corporation" means a body corporate incorporated
by or under an Act of the Parliament of Canada;
(k) "Commission" means the Alberta Securities Commission;
(k.1) "contact information" includes a person's address and, i f
requested by the Registrar, a person's telephone number and
email address;
(l) "corporation" means a body corporate incorporated or
continued under this Act and not discontinued under this
Act;
(m) "Court" means the Court o f King's Bench of Alberta;
(n) "debt obligation" means a bond, debenture, note or other
evidence of indebtedness or guarantee of a corporation,
whether secured or unsecured;
(o) "director" means a person occupying the position of direct or
by whatever name called and "directors" and "board of
directors" includes a single director;
(p) repealed 2021 c18 s2;
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(p.1) "electronic means", in res pect of attending or holding a
meeting, means a method of electronic or telephonic
communication that enables all persons attending the
meeting to hear and communicate with each other
instantaneously, including, without limitation,
teleconferencing and computer network-based or internet-
based communication platforms;
(q) "Executive Director" means the Executive Director of the
Commission as defined or otherwise provided for under the
Securities Act;
(r) "extra-provincial corpora tion" means a body corporate
(i) incorporated otherwise than by or under an Act of the
Legislature or an Ordinance of the Northwest Territories,
or
(ii) incorporated by or under an Ordinance of the Northwest
Territories and not subject to the legislative authority of
the Province by section 16 of the Alberta Act (Canada);
(s) "incorporator" means a person who signs articles of
incorporation;
(t) "individual" means a natural person;
(u) "liability" includes a debt of a corporation arising under
section 41, 191(19) or 242(3)(g) or (h);
(v) "Minister" means the Minist er determined under section 16
of the Government Organization Act as the Minister
responsible for this Act;
(w) "ordinary resolution" means a resolution
(i) passed by a majority o f the votes cast by the
shareholders who voted in respect of that resolution, or
(ii) signed by all the sharehol ders entitled to vote on that
resolution;
(x) "person" includes an indivi dual, partnership, association,
body corporate, trustee, executor, administrator or legal
representative;
(y) "prescribed" means pres cribed by the regulations;
(z) "professional corporation" means a corporation that has th e
words "Professional Corporation", whether or not a
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professional descriptor is inserted between the words
"Professional" and "Corporation", as the last words of its
name;
(aa) "redeemable share" means a share issued by a corporation
that the corporation, by its articles
(i) is required to purchase or redeem at a specified time or
on the happening of a certain event,
(ii) is required to purchase or redeem on the demand of a
shareholder, or
(iii) may purchase or redeem on demand of the corporation,
and includes a share issued by a corporation that is
purchased or redeemed by a combination of any of the
methods referred to in subclauses (i) to (iii);
(aa.1) "registered form" means registered form as defined in t he
Securities Transfer Act;
(bb) "Registrar" means the Regi strar of Corporations or a Deputy
Registrar of Corporations appointed under section 263;
(cc) "Registrar's periodical" means the periodical referred to in
section 264;
(cc.01) "reporting issuer" means a corporation that is a reporting
issuer as defined in the Securities Act, or a corporation that
is a reporting issuer or a substantially similar corporation
under the laws of another jurisdiction in Canada;
(cc.1) "resident Albertan" means an individual who is
(i) a Canadian citizen ordinar ily resident in Alberta, or
(ii) a permanent resident within the meaning of the
Immigration and Refugee Protection Act (Canada) and
ordinarily resident in Alberta;
(dd) "resident Canadian" me ans an individual who is
(i) a Canadian citizen ordinarily resident in Canada,
(ii) a Canadian citizen not ordinarily resident in Canada who
is a member of a prescribed class of persons, or
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(iii) a permanent resident within the meaning of the
Immigration and Refugee Protection Act (Canada) and
ordinarily resident in Canada;
(ee) "security" means a share of any class or series of shares or a
debt obligation of a corporation and includes a certificate
evidencing such a share or debt obligation;
(ff) "security interest" means an interest in or charge on
property of a corporation to secure payment of a debt or
performance of any other obligation of the corporation;
(gg) "send" includes deliver;
(hh) "series" means, in relation to shares, a division of a cl ass of
shares;
(ii) "special resolution" means a resolution passed by a major ity
of not less than 2/3 of the votes cast by the shareholders who
voted in respect of that resolution or signed by all the
shareholders entitled to vote on that resolution;
(ii.1) "spouse" means the spouse of a married person but does not
include a spouse who is living separate and apart from the
person if the person and spouse have separated pursuant to a
written separation agreement or if their support obligations
and family property have been dealt with by a court order;
(jj) "unanimous shareholder agreement" means
(i) a written agreement to whi ch all the shareholders of a
corporation are or are deemed to be parties, whether or
not any other person is also a party, or
(ii) a written declaration by a person who is the beneficial
owner of all the issued shares of a corporation,
that provides for any of the matters enumerated in section
146(1);
(kk) "unlimited liability corporation" means a corporation who se
shareholders have unlimited liability for any liability, act or
default of the corporation, as set out in section 15.2.
RSA 2000 cB-9 s1;2002 cA-4.5 s22;2005 c8 s2;
2006 cS-4.5 s106;2014 c8 s17;2020 c25 s1;2021 c3 s1;
2021 c18 s2;AR 217/2022
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December 2023
accounts
liquidators, 222(1)(e), 222(1)(i)
liquidators, good faith provisions,
222(2)
receivers, 100(d-e)
actions
defined, 239(a)
advertisements. See publication
age requirements for directors,
105(1)
agent for service
access to corporate records, 23
address and access, 20.1(3)
alternative agent
extra-provincial corporations, 288
notice of resignation, 20.2(4)
notice to Registrar, 20.2(2)-(3),
20.2(5), 25.1
residency, 1(cc.1), 20.2(1)
appointment, 20.1(1), 20.1(6)
definitions
agent for service, 1(b.1)
resident Albertan, 1(cc.1)
extra-provincial corporations, 288
access to office of, 288(5)
appointment, 280(2)
notice of change of address,
288(5)
notice of registration cancellation,
285(2)-(2.1)
notice of resignation, 288(4)
notice to and service on agent,
288(7)
qualifications, 288(2)
replacement, 288(1)-(2)
transitional provisions, 288(9)
notice to agent, 256
notice to Registrar, 20.1(2), 20.1(4)-
(6), 25.1
offences and penalties, 25.1
residency requirements, 20.1(1)
resignation notice, 20.1(5)
service on agent, 256
transitional provision, 25.1, 288(9)
agreements
Registrar's agreements on fee
payments, 265
trust indentures, trustees,
restrictions, 92
Alberta Gazette. See also publication
dissolution by court order, 214(4)
extra-provincial corporations,
liquidation notice, 291
liquidator's appointment, 222.1
Alberta Securities Commission
appeals of decisions by, 247(2)
definitions
Commission, 1(k)
Executive Director, 1(q)
distribution of securities to the
public, 3(3)
donated or escrowed shares, 37, 118
Executive Director
appointment of auditor, 167
court order for directions, 245
donated or escrowed shares, 37,
118
errors or omissions in records,
order to rectify, 244
financial statement copies to, 171
financial statement filing with,
160
meeting called by court, 143
notice or service on, 257
proxy solicitation, 150-151, 154
offences and penalties, 251
orders by, 245, 257.1-257.2
records, notices, and documents, 261
service on, 257
alternative agent for service. See also
agent for service
extra-provincial corporations, 288
notice of resignation, 20.2(4)
notice to Registrar, 20.2(2)-(3),
20.2(5), 25.1
residency, 1(cc.1), 20.2(1)
amalgamations
agreements, contents, 182, 187(3)
Alberta corporations and extra-
provincial corporations, 187
articles of amalgamation, 185
articles of amalgamation, unlimited
liability corporations, 15.3
authorization, 181
holding corporations, 184(1)

MHHS Minimum Housing and Health Standards

1 Definitions