In 2019, the Alberta government passed the Red Tape Reduction Act1Red Tape Reduction Act, SA 2019, c R-8.2. with the stated goals of reducing red tape in the Province by one-third, reducing the costs and regulatory burden on Alberta businesses, and making it easier for Albertans to access government programs and services.
The provincial government subsequently passed Bill 25 related to the Red Tape Reduction Implementation Act2The Red Tape Reduction Implementation Act, 2020, SA 2020, c 25. (the “Act“) in 20193Bill 25, the Red Tape Reduction Implementation Act, 2019.. Amendments introduced by Bill 25 came into force upon receiving royal assent on December 5, 2019, and included amendments to 11 pieces of provincial legislation to reduce red tape, streamline overburdened processes and eliminate outdated rules in the Province. Bill 48, the second bill related to the Act, was passed in 20204Bill 48, the Red Tape Reduction Implementation Act, 2020 (No. 2)., and will amend 12 pieces of provincial legislation. Bill 48 received royal assent on December 5, 2019 and will come into force on June 2, 2021.
Bill 22 related to the Act received royal assent on July 23, 2020. Some of the red tape reduction (“RTR”) amendments from the Act under Bill 22 are expected to be proclaimed into force on March 29, 2021, and will affect certain registrations under the Alberta Business Corporations Act5Bill 22, the Red Tape Reduction Implementation Act, 2020, SA 2020, c 25., Companies Act6Business Corporations Act, RSA 2000, c B-9., and the Partnership Act7Companies Act, RSA 2000, c C-21..
UPDATES TO THE ALBERTA CORPORATE REGISTRY SYSTEM
Updates are currently scheduled for CORES (Alberta Corporate Registries System) onSunday, March 28, 2021. CORES will not be available to service providers on March 28, and changes to CORES will be implemented once the system updates are completed.
The following changes will be effective after the CORES update is completed on March 28, 2021:
- Residency requirements for Boards of Directors: There will be no residency requirements for boards of directors for Alberta corporations and Alberta non-profit companies.
- Agent for service requirements: A new requirement for “agent for service” for Alberta corporations and Alberta non-profit companies takes effect for all incorporations, amalgamations, continuances into Alberta, and revivals/restorations that occur on or after the proclamation date. An agent for service must be an individual located in Alberta with a physical/mailing address for service within Alberta.
- Failure to appoint a new agent for service upon the resignation or revocation of a previous agent’s appointment will result in the eventual dissolution of a corporation or company.
- Existing Alberta corporations and non-profit companies will have one year after proclamation to appoint an agent for service.
- Attorney for service requirements: The current “attorney for service” requirements for extra-provincial profit and non-profit corporations will be changed to “agent for service” requirements, with the same Alberta individual and address requirements to apply.
- Failure to appoint an agent for service will result in the eventual cancellation of an extra-provincial registration.
- Accredited persons:
- All CORES service request in progress (“WIP”) transactions started by accredited persons will be deleted before the planned system changes are implemented on March 28. Accredited persons must complete all WIP transactions before March 28, 2021, or be required to complete a new transaction to replace the deleted WIP after March 28, 2021.
More information regarding the planned amendments to CORES can be found here.
Carscallen LLP’s Corporate Services and Corporate Governance Expertise
Carscallen LLP’s Corporate Services Department supports the team of corporate and commercial lawyers on a wide range of matters and transactions for Alberta and federally-registered organizations including: incorporation of business corporations including unlimited liability corporations and not for profit organizations; amalgamations, continuations, dissolutions and winding up and revivals; name changes, amendments to articles, consolidations and share splits; plans of arrangement; formation of limited partnerships; extra-provincial registrations; annual maintenance filings; registrations for trade names and partnerships; minute book maintenance; and support for due diligence in all North American jurisdictions.
Our business lawyers advise a wide range of business organizations, including public and private companies, partnerships, not for profit companies, and registered charities. We are committed to understanding your business needs and offering timely, targeted legal advice that helps meet your requirements.
Please feel free to contact any member of our Corporate Governance group if you have any questions about how these RTR amendments may affect your business or organization.
- 1Red Tape Reduction Act, SA 2019, c R-8.2.
- 2The Red Tape Reduction Implementation Act, 2020, SA 2020, c 25.
- 3Bill 25, the Red Tape Reduction Implementation Act, 2019.
- 4Bill 48, the Red Tape Reduction Implementation Act, 2020 (No. 2).
- 5Bill 22, the Red Tape Reduction Implementation Act, 2020, SA 2020, c 25.
- 6Business Corporations Act, RSA 2000, c B-9.
- 7Companies Act, RSA 2000, c C-21.