Once incorporated or registered, a corporation, society, non-profit company, or trade name/partnership must register certain information with Corporate Registry on a periodic basis or when a change occurs.The following legislation indicates what information that must be filed with the Registrar of Corporations.By-laws that do not clearly make the distinction between general and special by-law amendments may mislead the board of directors and create a situation in which the membership adopts ordinary resolutions for all by-law amendments, resulting in by-laws that may not be properly in force with respect to all provisions.This means that any by-laws drafted under the Act to effect any action, in which case the articles shall prevail.If your corporation has made several amendments to its articles, you can consolidate all the changes and set out the current articles of your corporation into one document.This makes it easier to consult the corporation's articles.Most registrations for corporations, extra-provincial non-profit organizations, and trade names/partnerships can be processed by a Corporate Registry service provider.
You can also choose alternative provisions or create your own.
To get you started, you can print a list of options (of the By-law builder). Soon after incorporation, by-laws stating the rules for governing and operating the corporation should be passed (see Next steps following incorporation).
There are two ways of amending by-laws, depending on the subject matter of the changes (see the links below).
If you prefer a different process, these steps can be changed in your corporation's articles, in its by-laws or in a unanimous member agreement.
The following are the steps for approving by-law changes that address certain matters relating to membership in the corporation which require special approval (refer to the paragraph under the steps) by members: The subject matter of special by-law amendments relates to (a) conditions required for being a member, (b) the designation of any class or group of members or adding, changing or removing any rights and conditions of any such class or group, (c) dividing any class or group of members into two or more classes or groups and fixing the rights and conditions of each class or group, (d) transfer of memberships, (e) manner of giving notice to members entitled to vote at a meeting of members, (f) method of voting by members not in attendance at a meeting of members (that is, proxy voting), and (g) related definitions and interpretive provisions.
Service providers will charge a government fee and a service fee for filing change notices for Alberta and out of province corporations.