RTA · Business Corporations Act
Part 2 — Incorporation
15 Pre-incorporation contracts
subsection (2) and all parties to the contract referred to in that
subsection
(a) believe that the body corporate exists and is incorporated
under, or
(b) intend that the body corpora te is to be incorporated under
RSA 2000
the laws of a jurisdiction other than Alberta.
(2) Except as provided in this section, if a person enters or purports
to enter into a written contract in the name of or on behalf of a
body corporate before it comes into existence,
(a) that person is deemed to warrant to the other party to the
contract
(i) that the body corporate will come into existence within a
reasonable time, and
(ii) that the contract will be a dopted within a reasonable time
after the body corporate comes into existence,
(b) that person is liable to the other party to the contract f or
damages for a breach of that warranty, and
(c) the measure of damages for that breach of warranty shall b e
the same as if the body corporate existed when the contract
was made, the person who made the contract on behalf of
the body corporate had no authority to do so and the body
corporate refused to ratify the contract.
(3) A corporation may, within a reasonable time after it comes into
existence, by any act or conduct signifying its intention to be bound
by it, adopt a written contract made before it came into existence in
its name or on its behalf, and on the adoption
(a) the corporation is bound by the contract and is entitled t o the
benefits of the contract as if the corporation had been in
existence at the date of the contract and had been a party to
it, and
(b) a person who purported to act in the name of or on behalf of
the corporation ceases, except as provided in subsection (5),
to be liable under subsection (2) in respect of the contract.
(4) If a person enters or purports to enter into a contract in the
name of or on behalf of a corporation before it comes into existence
and the contract is not adopted by the corporation within a
reasonable time after it comes into existence, that person or the
other party to the contract may apply to the Court for an order
directing the corporation to restore to the applicant, in specie or
otherwise, any benefit received by the corporation under the
contract.
(5) Except as provided in subsection (6), whether or not a written
contract made before the coming into existence of a corporation is
RSA 2000
adopted by the corporation, a party to the contract may apply to the
Court for an order
(a) fixing obligations under the contract as joint or joint an d
several, or
(b) apportioning liability between or among the corporation an d
a person who purported to act in the name of or on behalf of
the corporation,
and on the application the Court may make any order it thinks fit.
(6) A person who enters or purports to enter into a written contract
in the name of or on behalf of a body corporate before it comes into
existence is not in any event liable for damages under subsection
(2) if the contract expressly provides that the person is not to be so
liable.
RSA 2000 cB-9 s15;2005 c8 s8
December 2023
meetings. See directors' meetings;
shareholders' meetings
meetings, virtual. See electronic
communications
Minister of Consumer and
Corporate Affairs
seal, Registrar, prescription, 263
Minister of Finance
payments re unknown claimants,
228
minors
directors, restrictions, 105(1)(a)
securities, 50(2), 50(5)
motions
shares of dissenting shareholders,
fair market value,
determination applications,
originating notices, 191(6)
mutual funds
open-end mutual fund stated capital,
application, 28(12)
names of business corporations
additional forms, designation, 10(5)
articles of incorporation, inclusion,
6(1)(a)
changes
bodies corporate, directions, 12(2)
certificates of amendment,
issuance, effects, 113
decisions of Registrar, appeals,
247(1)(b)
documents, 177(2)
professional corporations, 13(4)
requests by Registrar, 13(1-2)
decisions of Registrar, appeals,
247(1)(b)
documents, 12(3), 177(2), 185,
188(3-4), 208(2-3), 210(5),
280(2)
language, provisions, 10(6-7)
number names
assignment, 11, 13(3)
procedure, 173(1)(a), 173(3)
professional corporations, articles of
incorporation, approval, 7(2)
professional corporations, generally,
10
requirements, 10(1-2.1)
restrictions, 10(3), 10(10), 12(1)
unlimited liability corporations, 15.4
use, 10(8)
use of name other than corporate
name, 10(9-10)
negotiable instruments
extra-provincial corporations,
names, use, 287
newspapers. See publication
notice, 255-257
acquisition of own shares, 34
agent for service or alternative agent,
256
amalgamations, creditors, 185(2)(b),
185(3)
auditors, shareholders' meetings, 168
carrying on business, cessation,
285(4)-(5)
constructive notice, 18
copies, acceptability, 261
directors
change of directors or of contact
information, 113 (1)
contracts, disclosure of interests,
120(7)
electronic meetings, 114(4.1),
255(5)-(6)
meetings, 114(5-6)
meetings, adjournments, 114(7)
organization meetings, 104
shareholders' meetings, 110
dissenting shareholders, objections,
191(5), 191(19)
dissolution by court order, 214
dissolution of corporation, 257
errors in certificates, notices, articles
or other documents re, 270
extra-provincial corporations
agent for service, 288
discontinuance outside Alberta,
189(6)
registration, cancellation, 285(2)-
(2.1), 291(2)
financial statements, errors or
misstatements, 171(7-8)
of intent to dissolve, 212(7)
investigation applications, 232(1)(b)