Minute book requirements for an Alberta (ABCA) corporation
Alberta corporations keep their corporate records at the registered office under ABCA s. 21 and s. 23. Required records include articles, bylaws, minutes, resolutions, share register, and (since 2021) the register of individuals with significant control.
| ABCA s. 21 | Required corporate records |
|---|---|
| ABCA s. 23 | Right of access for shareholders and creditors |
| ABCA s. 21.1 | Register of individuals with significant control (ISC) |
| ABCA s. 50 | Share register |
| Records location | Registered office, or another place in Alberta designated by the directors |
| Inspection rights | Shareholders, directors, and creditors during business hours |
- Required records under ABCA s. 21: articles, bylaws, minutes, resolutions, directors' register, officers' register, share register, and accounting records
- Records kept at the registered office or another Alberta location designated by the directors
- Shareholders, directors, and creditors have inspection rights during business hours; extracts can be taken free
- Separate ISC register required under ABCA s. 21.1 for individuals with significant control (25%+ ownership)
- Records may be kept electronically; must be reproducible on demand
What ABCA s. 21 requires
Section 21 of the Business Corporations Act (Alberta) lists the corporate records that every Alberta corporation must maintain: articles and bylaws (including amendments), minutes of meetings and resolutions of shareholders, minutes and resolutions of directors and any committee, registers of directors and officers, the share register, and accounting records. The records must be available at the registered office, or at another Alberta location designated by the directors.
Right of access under s. 23
Under ABCA s. 23, shareholders, directors, and creditors have the right to examine the corporate records during usual business hours. They may take extracts free of charge, though they may be charged a reasonable fee for copies. The Alberta corporate-records regime closely mirrors the federal CBCA, but Alberta's standard for “reasonable” access is interpreted by the courts in light of the Alberta corporate-law cases.
ISC register under s. 21.1
Since 2021, ABCA s. 21.1 requires Alberta corporations to maintain a Register of Individuals with Significant Control (ISC). The register tracks individuals who directly or indirectly own or control 25% or more of the corporation's voting shares or fair-market-value shares. The ISC register is part of the broader Canadian beneficial-ownership transparency regime, which also applies federally under the CBCA. The ISC register is not part of the public corporate file; it is maintained at the corporation's registered office and produced on request to tax authorities and certain other regulators.
What's distinctive about Alberta
Alberta is one of few provinces where corporate records are filed and updated through registry agents rather than directly with the registrar. This affects the operational workflow for maintaining the public-facing records (articles amendments, registered office updates), though the internal corporate records (minutes, resolutions, registers) remain at the corporation's chosen Alberta location. The ISC register has been actively enforced since 2021, with penalties for non-maintenance under ABCA s. 22 of up to $5,000 for individuals and $200,000 for the corporation.
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