Exam Review Questions Flashcards
(33 cards)
Only the shareholders of an Alberta Corporation can vote to dissolve the corporation.
False: directors can vote to dissolve a corporation if there are no issued shares, property, or outstanding liabilities.
A Corporation may be sued after it is dissolved.
True.
Only those shareholders holding voting shares for an Alberta Corporation are entitled to consent to the appointment of an auditor for a corporation.
True.
A NUANS name search for the name of an extra-provincial corporation is always required when registering an assumed name.
True.
An extra-provincial corporation does not have to registered under the Business Corporations Act prior to commencing business in Alberta.
True: have to register within 30 days of “carrying on business.”
Every Alberta Corporation must file an annual return.
True.
The Registrar can dissolve an Alberta Corporation after giving 90 days’ notice and publishing their intent to dissolve in the Alberta Gazette.
False: 120 days (4 months).
The Registrar must give notice of their intent to dissolve to all the Corporation’s directors.
True: Notice of Intent to Dissolve or Strike off Notice.
The effect of a Continuance is the same as if the corporation had been dissolved in its home jurisdiction and simultaneously reincorporated in another.
True.
Articles of Continuance must be submitted with a Notice of Address and Notice of Directors.
True: plus a NUANS search.
A civil action brought against a dissolved Alberta corporation must be brought within 3 years of the date of dissolution.
False: within 2 years.
Any property that has not been disposed of at the date of dissolution vests in Her Majesty in right of Alberta.
True.
Changing a registered office only requires a Notice of Change of Address form be filed on CORES.
True: resolutions are never filed on CORES.
Jimmy’s Donair is a corporation incorporated in Ontario. You have been instructed to register the corporation in Alberta.
What documents will you file?
1) Statement of Extra-Provincial Registration.
2) Notice of Attorney for Service.
3) Notice of Assumed Name (if applicable).
Manitoba Ironworks Ltd. is a corporation incorporated in Manitoba. The company officers are thinking of doing business in Alberta. The company just placed an ad saying they were opening up in Alberta and listed an Alberta address for the company. The company has no employees in Alberta, no property and no physical office.
Do they need to register in Alberta as an extra-provincial corporation? Why? What is the proper term in the ABCA that is relevant to this question?
Yes, they need to register within 30 days of placing the ad because they are ‘carrying on business’ by advertising in Alberta and have an Alberta address listed for the company.
When can a directors’ resolution dissolve a corporation?
Only if the corporation has not issued any shares, owns any property (or assets), or has any liabilities, and only if all of the directors approve.
Beecher’s Cosmetics Ltd. wishes to dissolve its business. They own a building in Calgary and owe their creditors $300,000. The shareholders have asked you to draft the documentation necessary to dissolve the corporation.
You would prepare the Articles of Dissolution but only after confirming what with the directors? What do you need to prepare in addition to the Articles Form?
They must liquidate all of their assets and deal with all of their debt before being able to actually file the Articles of Dissolution, only after the directors have confirmed that all of this has been completed can a corporation dissolve by filing a Statement of Revocation of Intent to Dissolve.
In addition to the Articles of Dissolution, a resolution to dissolve must be prepared.
When is a Statutory Declaration required by the Registrar? Who should swear the Declaration?
When an error is made on the Notice of Directors / Notice of Change of Directors form.
The person who signed the initial Notice should swear the declaration, if they are not available any director or officer can swear the declaration.
Jake’s Amazing and Phenomenal Dry Cleaning Ltd. was incorporated in Alberta on May 5, 2013. The 2014 Annual Return for this Corporation was required to be filed on or before what date?
June 30, 2015
What information must an Annual Return for an Alberta Corporation contain?
A one-page document filed by the company to inform the Corporate Registry that the Corporation is still ‘alive and active’ and allows Corporate Registry to update certain information.
The Return provides information regarding directors, shareholders (percentage of top 5 voting), addresses of the Corporation.
The Container Factory Ltd. has issued both voting and non-voting shares and appointment of an auditor is to be waived, the following written resolution in lieu of holding an annual meeting should be prepared. Who has to sign it?
All of the voting and non-voting shareholders must sign to dispose of an auditor.
A Disclosure of Remuneration should contain what information? Who is the Disclosure of Remuneration presented to?
A document to the shareholders from the directors with:
The total remuneration paid to all the directors; and
The total remuneration paid to the 5 highest officers and employees, other than the directors.
A Resolution waiving the appointment of an auditor is only valid until when?
The next AGM
What is a Certificate of Status?
A certificate from the Corporate Registry showing that a corporation is up to date on all their filings and annual matters in their home jurisdiction – that they are in good standing.
