MHHS · Business Corporations Act
Part 3 — Capacity and Powers
19 Authority of directors, officers and agents
or a person claiming through the corporation may not assert against
a person dealing with the corporation or dealing with any person
who has acquired rights from the corporation
RSA 2000
(a) that the articles, bylaws or any unanimous shareholder
agreement have not been complied with,
(b) that the persons named in the most recent notice filed by the
Registrar under section 106 or 113 are not the directors of
the corporation,
(c) that the place named as the r egistered office in the most
recent notice filed by the Registrar under section 20 is not
the registered office of the corporation,
(d) that the post office box designated as the address for ser vice
by mail in the most recent notice filed by the Registrar
under section 20 is not the address for service by mail of the
corporation,
(e) that a person held out by the corporation as a director, a n
officer or an agent of the corporation
(i) has not been duly appointed, or
(ii) has no authority to exerci se a power or perform a duty
that the director, officer or agent might reasonably be
expected to exercise or perform,
(f) that a document issued by any director, officer or agent o f
the corporation with actual or usual authority to issue the
document is not valid or not genuine, or
(g) that financial assistance re ferred to in section 45 or a sale,
lease or exchange of property referred to in section 190 was
not authorized,
unless the person has, or by virtue of the person's position with or
relationship to the corporation ought to have, knowledge of those
facts at the relevant time.
1981 cB-15 s18
December 2023
issuance, 267
preparation and maintenance, 21
registration, 49
regulation, 266(o)
requirements, 49(1-2)
Registrar of Corporations
agent of service
notice of agent, 20.1(2), 20.1(4)-
(6), 25.1
notice of alternative agent,
20.2(2)-(5)
transitional provisions, 25.1
agreements on fee payments, 265
appointment, 263(1)
arrangements
certificates, issuance, 193(11)-
(12)
Registrar's appearance, 193(3.1)
articles
of amalgamation, 185
of amendment, submission, 177
filing, 267
of incorporation
requirements, submission, 7
restated articles, 180
refusal to file, 246
business corporations
address for service by mail, notice,
20(2)(c)
annual returns, filing, 268(1)
appeals, 247
articles of reorganization,
submission, duties, 192(4)
changes, notice, time, 20(5)
continuance outside Alberta,
applications, approval,
189(1)
professional corporations, name
change powers, 13(4)
receiver-managers, appointment,
notice, 100(a)
records, form, 272
records office, designation or
variation, notice, 20
registered offices
address changes, 20(3)(a), 20(5)
revivals, 208, 210, 247
shares, series, 29(5-6)
certificates
of amalgamation, issuance, 185(4)
of amendment
issuance, 178, 267
reorganizations, issuance,
192(5)
of discontinuance
issuance, 189(6-7)
issuance, date, 267(5)
documents filed, supply, 268(2)
errors, appeals, 247
errors, issuance, 270
errors in, 270
of incorporation, issuance, 8
issuance, 267
issuance under, signatures, 259(1)
of registration of restated articles,
issuance, 180(4)
of status, 268.1
continuance of companies as
business corporations
unlimited liability corporations,
15.3
Deputy Registrars of Corporations
appointment, 263(1)
directors
change notices, compliance,
applications, 113(2)
notice of change of directors or
change of contact
information, 113 (1)
dissolution
articles of dissolution
filing, 211(4)
statutory declarations, delivery,
212(13-14)
certificates of dissolution,
issuance, 211(5), 212(15)
certificates of intent to dissolve,
212(5)
court orders, 214
procedure, 213
revocation of intent to dissolve,
212(10)-(11), 267
statement of intent to dissolve,
212(5), 267
documents
alteration, 269