Share certificate requirements for an Alberta (ABCA) corporation
ABCA s. 49 governs share certificates for Alberta corporations, with provisions that track the federal CBCA closely. Required content, signing, and uncertificated-share options follow the same pattern.
| ABCA s. 49 | Share certificate requirements |
|---|---|
| ABCA s. 49(7) | Required content |
| ABCA s. 49(9) | Signing |
| ABCA s. 49(11) | Restrictions and legends |
| ABCA s. 49(13) | Uncertificated shares |
- ABCA s. 49 mirrors the federal CBCA s. 49 closely, same content requirements, same signing rules
- Required content: corporation name, ABCA statement, shareholder name, class and number of shares, par value statement
- One signature minimum (director, officer, or agent); facsimile permitted with appointed registrar or transfer agent
- Restrictions on transfer must be conspicuously noted (s. 49(11))
- Section 49(13) permits uncertificated shares
ABCA s. 49, closely tracks the CBCA
Alberta's Business Corporations Act was modelled on the federal CBCA, and the share-certificate provisions in s. 49 are nearly identical to the federal section. The required content of an Alberta share certificate (s. 49(7)):
- The name of the corporation
- A statement that the corporation is governed by the ABCA
- The name of the shareholder
- The number and class of shares represented
- The par value of the shares, or a statement that they are without par value
- The rights, privileges, restrictions, and conditions attaching to the shares (or a statement that this information can be obtained from the corporation)
Signing and restrictions
Section 49(9) of the ABCA requires at least one signature from a director, officer, registrar, transfer agent, or branch agent. In practice, private Alberta corporations use two signatures (president + secretary). Section 49(11) requires restrictions on transfer to be conspicuously noted on the face of the certificate, with the standard practice being a stamped or printed legend referencing the restriction.
Uncertificated shares
ABCA s. 49(13) permits the corporation to issue uncertificated shares. Where no certificate is issued, the corporation records the ownership in the securities register and provides the shareholder with written notice of issuance. The choice between certificated and uncertificated issuance is typically set in the bylaws and may differ by share class.
Practical considerations
Alberta corporations operating in the oil-and-gas sector and other capital-intensive industries often have unanimous shareholder agreements with detailed transfer restrictions. These restrictions must be reflected on share certificates (or in the securities register entry for uncertificated shares) to be enforceable against transferees. Alberta corporate counsel typically prepares share certificates with a standard restrictive legend referencing the USA or shareholder agreement and pointing to where the full restrictions can be reviewed.
Octelligence issues share certificates with QR codes that resolve to a public verification page. Cancellations and reissuances flow through the same workflow as issuance, so the certificate, the register, and the cap table stay aligned.
See Digital Corporate RecordsQR-verified share certificates, public verification pages, and a register that always agrees with the certificate in hand.