Corporate and business-name searches before you buy a business in Alberta

This page covers Alberta. Two Alberta statutes shape what a registry search tells you before you buy a business: the Business Corporations Act (RSA 2000, c B-9), which governs corporations, and the Partnership Act (RSA 2000, c P-3), under which trade names and partnerships are declared. Searches are made through the province’s Corporate Registry, and the Government of Alberta says registry agents provide all of the search services it lists. A search confirms what is on the record; it does not confirm what the business owns or owes. The sections below take the searches in turn: what an agent can produce, the certificate under the Act, dissolution, revival and trade names.

Searching through a registry agent

The Government of Alberta says registry agents provide all of the corporate registry search services it lists. Its page describes a certified current search that displays specific types of information for profit and non-profit corporations and for registered trade names and partnerships, and the information available can include registration date, owners, directors and legal addresses. It also lists certified historical searches and certified copies of transactions and of documents filed before 1998, such as articles of incorporation, declarations of trade name or notices of director. Ask the agent which search covers the date or period you need, and keep the certified results with your due diligence file.

The certificate of status

Under section 268.1 of Alberta’s Business Corporations Act, on payment of the prescribed fee the Registrar may issue a certificate stating that, according to the Registrar’s records, the named body corporate is or is not an existing corporation on the date of issue, or was or was not one on a specified day or period. Section 271(2) separately requires the Registrar to furnish anyone who has paid the prescribed fee with a copy or certified copy of a document the Act or the regulations require to be filed with the Registrar. The province adds that certificates of status are not available for trade names and partnerships, and that a certified current search covers registered trade names and partnerships, so ask the agent for that search for a sole proprietorship or partnership.

When the Registrar can dissolve a corporation

Under section 213 of the Act, the Registrar may dissolve a corporation by issuing a certificate of dissolution (or apply to the Court for a dissolution order) if it has not commenced business within 3 years after its incorporation, has not carried on its business for 3 consecutive years, or is in default for a period of one year in sending the Registrar a notice or document the Act requires. Under section 213(2), the Registrar may not dissolve a corporation until 120 days’ notice of the decision has been given to the corporation and to each director, and a notice published as the section requires. Section 213(3) begins with an exception for where cause to the contrary has been shown or an order has been made, so read it before assuming a notice ends in dissolution. Ask the seller whether any such notice was ever received.

Revival and its 10-year limit

Under section 208(1), an interested person may apply to the Registrar within 10 years after the date of dissolution to have a dissolved corporation revived, and section 208(1.1) says a corporation may not be revived after the expiry of 10 years from the date of dissolution. Under section 208(4), a corporation is revived on the date shown in the certificate of revival and, subject to any reasonable terms the Registrar may impose and to rights acquired by any person before the revival, is deemed to have continued in existence as if it had not been dissolved. If a corporation you want to buy was dissolved, ask for the certificate of dissolution, the revival certificate and the date of each.

Trade names under the Partnership Act

Under section 110 of Alberta’s Partnership Act, a person who is engaged in business for trading, manufacturing, contracting or mining purposes, is not associated in partnership with any other person, and uses as a business name some name or designation other than the person’s own, or the person’s own name with “and company” or another word or phrase indicating a plurality of members, must file a declaration with the Registrar. The declaration must be filed within 6 months after the business name is first used, though a declaration submitted later is not refused for filing by reason only of the lapse of time. A change of street or postal address must be reported by a new declaration within 30 days after the change takes effect. The Government of Alberta says a trade name or sole proprietorship is registered with a Declaration of Trade Name. See the national page on registering a business name after an asset purchase for the buyer’s own steps.

What to ask the seller for

• The corporation’s exact name or the registered trade name, so the registry agent can run the right search.
• A certificate of status for a corporation, dated close to closing.
• The declaration of trade name and any later declarations of change, for a sole proprietorship.
• Any notice from the Registrar about default, and the dates of any dissolution and revival.
• Confirmation of who will file a new declaration in the buyer’s name after closing.