Status: The Business Corporations Amendment Act came into force on May 31, 2022
Ministry responsible: Service Alberta
The Business Corporations Amendment Act (formerly Bill 84) modernizes corporate legislation to reduce red tape and administrative burdens so innovators, entrepreneurs and job-creators consider Alberta first when looking to incorporate, invest or grow their business.
Amendments ensure Alberta's corporations legislation is in line with other provinces and makes it a leader over other jurisdictions, wherever possible. It expands corporate opportunities for directors, and clarifies their responsibilities and protections. It also increases the timeframes for dissolved corporations to get back into business.
We reached out to over 200 business experts between July 2020 and September 2021 to find out what was needed to give businesses every competitive advantage possible to succeed.
Attracting investment is a crucial part of Alberta’s Recovery Plan to grow and diversify the province’s economy.
The Business Corporations Amendment Act:
Clarifies directors’ responsibilities and protections
- Makes it easier for directors to carry out their important roles in corporations by providing the tools they need to operate effectively, including:
- expanding circumstances of good faith defence
- enhancing indemnification provisions
- clarifying that the scope of directors’ duty of care is to the corporation
Expands corporate opportunities for directors and officers
- Creates the option of corporate opportunity waivers in a company’s Articles of Incorporation or Unanimous Shareholder Agreement to allow directors to participate in specific types of corporate opportunities.
- Uses of these types of waivers will put Alberta on the leading edge of corporate legislation modernization in the country.
Provides a larger timeframe for dissolved corporations to get back into business
- Expands the period to revive a dissolved corporation, from 5 to 10 years, and removes the current 5-year revival period for non-profit companies, societies, and cooperatives altogether.
Reduces administrative burdens around approvals
- Changes the shareholder approval threshold to two-thirds from a unanimous approval in the following carefully chosen situations:
- if a two-thirds majority of shareholders agree to waiving the requirement of audited financial statements of privately-held non-distributing corporations
- when passing a written resolution signed by a two-thirds majority of shareholders, instead of holding a shareholder meeting
Further aligns our legislation with similar federal and Ontario legislation
- Aligns with both Ontario and the federal government by allowing shareholders, while acting as directors, to “fetter their discretion” (rely on the advice of others or written reports when making decisions).
Modernizes by repealing provisions that are repetitive, unnecessary, or addressed by other legislation
- Cuts red tape, removes administrative burdens, and repeals provisions that are repetitive, unnecessary, or addressed by other legislations, such as:
- simplifying processes for corporations by removing redundant or out-of-date requirements, amending provisions to match modern communication methods, and modernize the meaning of contact information
- providing more flexibility in seeking advice on financial statements and other documents
- removing references in legislation that require faxed or handwritten documents
For more information on the proposed changes, read the Business Corporations Amendement Act fact sheet.
The Business Corporations Amendment Act was proclaimed on May 31, 2022 and changes are now in effect.
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