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By rdnewsNOW Staff

Business Corporations Act

Province announces more flexible rules for businesses

May 31, 2022 | 4:07 PM

The provincial government has new rules it says will help make Alberta the most competitive and attractive place to do business in Canada.

Government officials say amendments made to the Business Corporations Act in November were proclaimed on May 31. These changes are intended to make it easier for businesses to operate in Alberta by making financial reporting more flexible, clarifying roles for directors and shareholders, and reducing costs and time for businesses to navigate legal proceedings.

“Alberta is already the best place in Canada to do business thanks to our government’s efforts to reduce red tape and modernize our legislation, but we want to continue giving businesses here every possible competitive advantage. The changes we’ve recently made to our business legislation will do exactly that,” said Nate Glubish, Minister of Service Alberta.

“The Business Corporations Amendment Act, 2021 and amendments to the Business Corporation Regulation bring to Alberta the best refinements of the last several decades in corporate law. Through these changes, Alberta now has the most advanced corporate law in Canada. I appreciate the thoughtful consultations held by the government over the past few years on this legislation,” added Bryce Tingle, law professor, University of Calgary.

“We appreciate the steps taken to improve conditions for businesses in Alberta. These amendments represent a positive step forward that adapt to modern business practices and provide attractive new provisions, several of which are first of their kind in Canada. This update to the Business Corporations Act will contribute to making Alberta a more attractive jurisdiction for corporations,” shared Ted Brown, co-leader, Business Law Group and partner, Burnet, Duckworth and Palmer LLP.

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“The amendments to Alberta’s corporation legislation embodied in the Business Corporations Amendment Act are the outcome of a collaborate engagement with industry participants and corporations law specialists,” said Brent Kraus, partner and co-head, Corporate Development, Bennett Jones LLP. “The amendments serve to modernize Alberta’s corporations law with a view to promoting greater competitiveness relative to other North American jurisdictions. We expect the amendments will promote greater flexibility and prove attractive for both Alberta corporations and those who seek to invest in Alberta corporations.”

Amendments to the Business Corporations Act now in effect:

• Clarify directors’ responsibilities and protections.
• Expand opportunities for directors and officers by permitting corporations to allow corporate opportunity waivers in a company’s articles of incorporation or unanimous shareholder agreement.
• Provide a longer time frame (10 years) for dissolved corporations to get back into business and remove the current time frame (five years) to revive non-profit companies, societies and cooperatives.
• Reduce administrative burdens around shareholder approvals by moving from a requirement of unanimity to a threshold of two-thirds approval in two specific situations:
  • waiving the requirement of audited financial statements of privately held non-distributing corporations
  • passing a written resolution instead of holding a shareholder meeting
• Align with other Canadian provinces and with the federal government.

Amendments to Business Corporations Regulation:

• Allow corporations subject to accounting standards in the U.S. to be excepted from having prepare additional financial records using Canadian accounting principles when filing annual returns and presenting annual financial statements for their Alberta corporation.
• Reduce the administrative burden for distributing corporations that would otherwise be required to prepare two sets of financial statements using different accounting principles.