What Alberta requires
- Every corporation sends the Registrar an annual return no later than the last day of the month after its anniversary month (the month it was incorporated or amalgamated), with its information up to date as of the last day of the anniversary monthBusiness Corporations Act (Alberta) s. 268 (1) ยท Business Corporations Regulation s. 24
- The directors call an annual meeting of shareholders not later than 18 months after incorporation or amalgamation, and after that not later than 15 months after the last annual meetingBusiness Corporations Act (Alberta) s. 132 (1)
- A resolution in writing dealing with all the matters required at a meeting of shareholders, signed by all the shareholders entitled to vote at it, satisfies the Act's requirements for that meeting; a corporation that is not a reporting issuer may use one signed by holders of at least 2/3 of the voting shares. A copy is kept with the minutesBusiness Corporations Act (Alberta) s. 141 (2), (2.1) and (3)
- Subject to the articles, bylaws or a unanimous shareholder agreement, a resolution in writing signed by all the directors entitled to vote on it is as valid as if passed at a meeting of directorsBusiness Corporations Act (Alberta) s. 117 (1) and (2)
- The directors place financial statements before the shareholders at every annual meeting, with the auditor's report, if anyBusiness Corporations Act (Alberta) s. 155 (1)
- The shareholders of a corporation that is not a reporting issuer may resolve by special resolution not to appoint an auditor; the resolution is valid only until the next annual meetingBusiness Corporations Act (Alberta) s. 163
- The corporation keeps at its records office its articles and bylaws, any unanimous shareholder agreement, minutes and resolutions of shareholders, notices of directors, a securities register and copies of its financial statements, plus accounting records and the minutes and resolutions of the directorsBusiness Corporations Act (Alberta) s. 21 (1) and (5)
Written resolutions instead of a meeting
A resolution in writing that deals with all the business of a shareholders' meeting and is signed by every shareholder entitled to vote satisfies the Act's requirements for that meeting. A corporation that is not a reporting issuer may use one signed by the holders of at least 2/3 of the voting shares. A copy goes with the shareholders' minutes.
Unless the articles, bylaws or a unanimous shareholder agreement say otherwise, the directors can act by a resolution in writing signed by all the directors entitled to vote.
When the year's business is due
The annual meeting, or the written resolutions that replace it, comes within 15 months of the last one (18 months after incorporation or amalgamation for the first). The directors place the financial statements before the shareholders with that business.
The annual return goes to the Registrar by the last day of the month after the anniversary month, the month the company was incorporated or amalgamated, with its information as of the last day of the anniversary month. A company incorporated in March files by April 30.
No auditor: a special resolution each year
The shareholders of a corporation that is not a reporting issuer can resolve not to appoint an auditor, by special resolution. It lasts only until the next annual meeting, so it is passed again every year.
Common mistakes
- Filing the annual return by the anniversary date: Alberta allows until the end of the following month, but no later.
- Treating last year's resolution not to appoint an auditor as permanent: it ends at the next annual meeting.
- Signing directors' resolutions without checking the articles, bylaws or unanimous shareholder agreement, which can change the rule.
- Keeping the shareholders' resolutions somewhere other than the records office.
Sources
- Business Corporations Act (Alberta) s. 268 (1), checked October 24, 2026
- Business Corporations Regulation s. 24, checked October 24, 2026
- Business Corporations Act (Alberta) s. 132 (1), checked October 24, 2026
- Business Corporations Act (Alberta) s. 141 (2), (2.1) and (3), checked October 24, 2026
- Business Corporations Act (Alberta) s. 117 (1) and (2), checked October 24, 2026
- Business Corporations Act (Alberta) s. 155 (1), checked October 24, 2026
- Business Corporations Act (Alberta) s. 163, checked October 24, 2026
- Business Corporations Act (Alberta) s. 21 (1) and (5), checked October 24, 2026
Last reviewed October 24, 2026. Next review due January 24, 2027. This page explains published rules to help you write your report. It is not legal advice; the official text linked above governs.