Table of contents

Status: Bill 84 was introduced on November 15, 2021
Ministry responsible: Service Alberta

Overview

Bill 84: Business Corporations Amendment Act would modernize 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.

If passed, Bill 84 will ensure Alberta's corporations legislation is in line with other provinces and make it a leader over other jurisdictions, wherever possible. It would expand corporate opportunities for directors, and clarify their responsibilities and protections. It would also increase 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.

Key changes

If passed, Bill 84 will:

Clarify directors’ responsibilities and protections

  • Make 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

Expand corporate opportunities for directors and officers

  • Create 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.
  • Use of these types of waivers will put Alberta on the leading edge of corporate legislation modernization in the country.

Provide a larger timeframe for dissolved corporations to get back into business

  • Expand the period to revive a dissolved corporation, from 5 to 10 years, and remove the current 5-year revival period for non-profit companies, societies, and cooperatives altogether.

Reduce administrative burdens around approvals

  • Change 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 align our legislation with similar federal and Ontario legislation

  • Align 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).

Modernize by repealing provisions that are repetitive, unnecessary, or addressed by other legislation

  • Cut red tape, remove administrative burdens, and repeal provisions that are repetitive, unnecessary, or addressed by other legislations, such as:
    • simplify 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
    • provide more flexibility in seeking advice on financial statements and other documents
    • remove references in legislation that require faxed or handwritten documents

For more information on the proposed changes, read the Business Corporations Amendement Act fact sheet.

Next steps

If passed, regulations will be developed in consultation with business experts at a later date to support the act.

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