CALGARY CORPORATE CONTINUANCE LAWYER
To schedule an appointment, contact our law firm at 403-400-4092 or Chris@NeufeldLegal.com
Corporate continuance, involving the relocation of a company’s corporate jurisdiction from another province to Alberta, is a significant legal undertaking that is far more complex than a simple change of address. While beneficial for operational and strategic reasons, successfully continuing a corporation into Alberta requires strict adherence to the Alberta Business Corporations Act (ABCA) and the simultaneous navigation of the originating jurisdiction's own laws on exiting that province. The initial decision to relocate necessitates securing specialized legal expertise, as corporate compliance is not merely administrative; it touches upon the fundamental structure, liabilities, and ongoing governance of the business. As your legal counsel, we provide the appropriate strategic foresight and execution necessary to convert the existing corporate framework into one that meets Alberta’s exacting standards, thereby preventing costly errors and disruptions.
One of the most vital functions that we provide as your lawyer in this context is risk mitigation and ensuring compliance with Alberta’s distinct legislative requirements. Every continuing corporation must undergo a comprehensive legal audit to ensure its existing articles of incorporation, bylaws, and share capital structure are compatible with the ABCA. Alberta has specific rules regarding authorized share capital, director residency, and corporate record-keeping that may differ significantly from the home province. Without legal guidance, a corporation could inadvertently file documents that are technically non-compliant, potentially leading to regulatory penalties, invalidating existing securities, or even jeopardizing the company’s legal standing in the new jurisdiction. As your legal counsel we prepare the appropriate legal documentation for purposes of both the departing provincial jurisdiction and those for Alberta, such that process is made as seemless and effortless as possible.
As such, we assume responsiblity for managing the intricate, two-sided administrative process involved in interjurisdictional moves on the corporate front. Continuance is a dual process: the company must be de-registered (or given a certificate of discontinuance) in the originating province while simultaneously being registered as a continuing corporation in Alberta. These steps must be precisely synchronized to avoid periods where the corporation legally ceases to exist or is subject to conflicting governance requirements, which could halt operations or banking activities. In turn, we prepare all necessary corporate resolutions, coordinate government filings, and documentation is correct across both provincial registries, effectively managing the bureaucratic burden and critical timelines necessary for a seamless and uninterrupted transfer of corporate personality.
Our legal team's function is a strategic investment in your corporation's future governance and stability within Alberta. We provide legal advice on whether the existing shareholder agreements remain valid or requires revision under Alberta law, clarify the obligations regarding director and officer liability, and ensure the company’s legal structure is optimized for future operational and transactional needs in the province. By establishing a robust, fully compliant, and legally sound foundation in accordance with the ABCA from day one, our legal team ensures that the management team is free to focus on business growth, confident that the underlying corporate structure is resilient and ready to meet the demands of its new jurisdiction.
Providing corporate-commercial legal advice and strategic direction to business enterprises engaged as Alberta provincial corporations or federal corporations, from business formation to corporate governance to contracts and business transactions. Contact our law firm at Chris@NeufeldLegal.com or 403-400-4092 to schedule a confidential initial consultation for your business.
