Corporations: location.location.location: Registered and Records Offices
In 2005 Calgary boasted of having 99 head offices (of the FP500). That number was the result of the near constant promotion for over a decade of the 'Alberta Advantage'. Another decade of hard work creating business friendly policies and laws that enticed small, medium and large corporations westward produced further positive results. In 2015 the number of head offices in Calgary had risen to 150. It would come as a surprise to exactly no one that those numbers are dropping. 2016 (134). 2017 (124). 2018 (115). In just three short years almost a full decade of growth has evaporated.
" Head offices are highly desirable businesses for any city in that they provide the base of corporate decision-making. This generates a significant benefit in terms of the employment profile as well as the economic benefits that accrue to businesses beyond just the head office." - Calgary Economic Development
But this post is not about the political or economic climate of Alberta. It's about corporate head offices - and registered offices - and records addresses. What the heck does a corporation need all those addresses for you ask? Well, they are all important - but quite different. So those of you that own a business and run it through a corporation, should know about this stuff. You may not be in the FP500 or show up on CED stats, but you're important - and your business is important - and, all those addresses are important. So stay with me on this . . .
There are three important addresses for any corporation:
1. Administration/Head Office: this is generally the physical office location where employees and owners live or work and where most of the mail is received (general correspondence, government correspondence, packages, etc). This is not registered anywhere except to the extent that you tell your customers, suppliers, CRA, etc that that address is where you want things delivered. Also, this is the address that all books of account, accounting records, and administrative books/documents of the Corporation are kept. Your lawyer will not manage, report or notify anyone about this address. But if you get big enough, maybe you can send out tenders like Amazon did and get Cities to bid on where your Head Office should be!
2. Registered Address: this is where all legal documents (service of Statements of Claim, delivery of other legal notices, etc) are sent. This is an address that must be filed at Corporate Registry. The Corporation's lawyer will file this address with Corporate Registry on behalf of his corporate clients - and will also usually act as the Registered Office. A corporation is not required to have a lawyer act as the Registered Address, and may prefer to receive such documents directly. However, if the owner is on vacation, or not diligent about checking mail the time deadline for filing a defence may be missed - missing any formal legal notice could cost you dearly. Further, the Registered Address must be a physical address that is open and available for delivery during normal business hours.
3. Records Address: this is where all the necessary corporate data and paperwork must be kept pursuant to the Alberta Business Corporations Act or Canada Business Corporations Act. This is where the Minute Book Resides (which must be available to public, including shareholders and directors, during regular business hours). It is also where Corporate Registries sends the Annual Return – the Corporation's law office usually acts as the Records Address so that we can prepare and file the Annual Return each year to maintain the Corporation in good standing.
The documents that must be maintained in the Minute Book and held at the Records Address include:
the original or copy of the Certificate of Incorporation;
the original or copy of the Articles of Incorporation;
a copy of the Notice of Directors, Notice of Address and Registration Statement;
the General By-laws of the Corporation (By-law Number 1);
a copy of the Unanimous Shareholders Agreement, if such exists;
a register/ledger of Shareholders and Directors;
the originals of the Share Certificates issued to the Shareholders; and
a copy of the Resolutions of the Directors and Shareholders with respect to the organization of the Corporation.
Our fee for acting as both the Records and Registered Address for a corporation is minimal ($200 per year). We prepare and file the Annual Return at Corporate Registry. We also prepare the annual Director and Shareholder Resolutions that are necessary and update the Minute Book accordingly. And well, we send those resolutions and the filed corporate registry documents to you at the . . . Corporation's Head Office!
If you're getting frustrated with handling your corporation's annual filings and maintaining the Minute Book, give us a call. While your primary (head) address will always be where the "real action" happens, we would love to team-up, play a small role in your business success, and act as the Corporation's Registered and Records Address.