1 Definitions
(a) repealed 1995 c28 s65;
(a.001) "agent for service" m eans an agent for service appointed by
a company under section 29.1;
(a.01) "articles" means
(i) the articles of association prescribing regulations for a
company, whether as originally framed or as altered by
special resolution, and including, insofar as they apply to
the company, the regulations contained, as the case may
be,
(A) in the First Schedule to The Companies Act, RSA
1955 c53 or RSA 1942 c240, or to The Companies
Act, 1929, SA 1929 c14, or
(B) in Table A in the First Schedule or in Form B in the
Second Schedule to The Companies Act, RSA 1922
RSA 2000
c156, or to The Companies Ordinance, ONWT 1901
c20,
or in any such table as altered pursuant to any such Act
or Ordinance, and
(ii) the bylaws of a company incorporated under Ordinance
No. 3 of 1886, being The Companies Ordinance,
RONWT 1888 c30 or under The Companies Ordinance,
CONWT 1898 c61, as originally framed or duly altered;
(a.02) repealed 1995 c28 s65;
(a.1) "books and papers" and "books or papers" include account s,
deeds, writings and documents;
(b) "call" includes an assessmen t, instalment and any other sum
paid or agreed to be paid or payable in respect of a share;
(b.1) - (c.1) repealed 2020 c25 s2(2);
(d) "company" includes any co mpany incorporated under this
Act and an existing company;
(d.1) "company limited by gua rantee" means a company having
the liability of its members limited by the memorandum to
the amount that the members may respectively thereby
undertake to contribute to the assets of the company in the
event of its being wound up;
(e) "company limited by share s" means a company having the
liability of its members limited to the amount, if any, unpaid
on the shares respectively held by them;
(e.1) "contributory" means a person liable to contribute to th e
assets of a company in the event of its being wound up
under this Act, and, in all proceedings prior to the final
determination of the persons who are to be deemed
contributories, includes every person alleged to be a
contributory;
(f) "Court" means the Co urt of King's Bench;
(f.1) "debentures" includes debenture stock and bonds;
(g) "director" includes any pe rson occupying the position of
director by whatever name called;
(g.1) "dividend" includes bonus or any distribution to
shareholders as such;
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(h) "document" includes summons, notice, order, certificate,
register and legal process;
(h.001) "electronic m eans", in respect 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;
(h.01) repealed 2020 c25 s2(2);
(h.1) "existing compan y" means a company lawfully incorporated
or registered under any Act or Ordinance respecting
companies at any time in force in Alberta prior to October 1,
1929, and subject to the legislative authority of the
Legislature;
(i) repealed 2020 c25 s2(2);
(i.1) "generally accepted acc ounting principles" means the
generally accepted accounting principles as set out in the
CPA Canada Handbook - Accounting by the Chartered
Professional Accountants of Canada, as amended from time
to time;
(j) "land" includes all me ssuages, land, tenements,
hereditaments of any tenure, leaseholds and all immovable
property of every kind;
(k) "limited company" include s a company limited by shares
and a company limited by guarantee;
(l) "member" means a subscriber of the memorandum of a
company and every other person who agrees to become a
member of a company and whose name is entered in its
register of members;
(m) "memorandum" means a memorandum of association of a
company as originally framed or as lawfully altered;
(n) "Minister" means the Minist er determined under section 16
of the Government Organization Act as the Minister
responsible for this Act;
(o) "mortgage" includes charge;
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(p) "non-resident company" means a company that is not
deemed to be resident in Canada under paragraph 250(4)(c)
of the Income Tax Act (Canada);
(q) "prescribed" means pres cribed by the regulations;
(r) "private company" mean s a company that by its
memorandum or articles,
(i) in the case of a company having a share capital,
(A) restricts or prohibits the right to transfer any of its
shares,
(B) limits the number of its members to 50 or less,
exclusive of persons who are in the employment of
the company, and persons who, having been formerly
in the employment of the company, were while in
that employment and have continued after the
determination of that employment to be members of
the company, but where 2 or more persons hold one
or more shares in the company jointly they shall, for
the purposes of this definition, be treated as a single
member, and
(C) prohibits any invitation to the public to subscribe for
any shares or debentures of the company,
o r
(ii) in the case of a company not having a share capital,
(A) limits the number of its members to 50 or less
(exclusive of persons who are in the employment of
the company, and of persons who, having been
formerly in the employment of the company, were
while in that employment and have continued after
the determination of that employment to be members
of the company),
(B) prohibits any invitation to the public to become
members or to subscribe for debentures of the
company, and
(C) restricts or prohibits any t ransfer of the interest of a
member in the company;
(s) "prospectus" means any pr ospectus, notice, circular,
advertisement or other document offering to the public for
subscription or purchase any shares or debentures of, or
RSA 2000
inviting the public to become members of, a company or an
intended company;
(t) "public company" means a company that is not a private
company;
(t.1) "recorded mail" means a form of document delivery by mail
or courier in which receipt of the document must be
acknowledged in writing;
(u) "Registrar" means the Registrar of Companies or other
authorized person performing the Registrar's duties under
this Act;
(u.1) "Registrar's periodical" means the Registrar's periodical
established under the Business Corporations Act;
(v) repealed 2020 c25 s2(2);
(w) "securities" means notes, bonds, debentures or other
evidences of indebtedness issued by a corporation, whether
secured or unsecured;
(x) "share" means share in the share capital of the company,
and includes stock, except where a distinction between stock
and shares is expressed or implied;
(y) "special resolution" means
(i) a resolution passed
(A) at a general meeting of which not less than 21 days'
notice specifying the intention to propose the
resolution has been duly given, and
(B) by a majority of not les s than 75% of the votes of
those members who, if entitled to do so, vote in
person or by proxy,
(ii) a resolution proposed and passed as a special resolution
at a general meeting of which less than 21 days' notice
has been given, if all the members entitled to attend and
vote at that general meeting so agree, or
(iii) a resolution consented to in writing by all the members
who would have been entitled at a general meeting to
vote on the resolution in person or, if proxies are
permitted, by proxy;
(z) repealed 2020 c25 s2(2);
RSA 2000
(aa) "spouse" means the spouse o f 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.
RSA 2000 cC-21 s1;2002 cA-4.5 s25;2014 c8 s17;2018 c20 s3;
2020 c25 s2(2);2021 c3 s2;2021 c13 s3;AR 217/2022