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Why do you need a Professional Corporation (PC)? In Alberta for a Chartered Accountant to carry on the practice of public accounting in a corporate form they must be registered as a Professional Corporation. Public accounting cannot be carried on under any other corporate form such as limited company.
On March 1, 2010 the Professional Corporations Statutes Amendment Act, 2009 (formerly know as Bill 53) came into effect. Under this legislation, professional corporations can issue non-voting shares to certain people other than professionals, such as spouses and children. The CA profession has been seeking this action for some time and now that the legislation has been proclaimed into law, CAs in Alberta now hold a more equitable position in comparison to those in many other provinces, as well as non-professionals in terms of options for shareholdings in professional corporations.
This legislation will affect CAs in different ways. It will not only impact Alberta CAs who are incorporated within the province, but it will also impact CAs who have clients who are in the other professional groups that are affected by the legislation (including physicians, dentists, chiropractors, optometrists, lawyers, CMAs and CGAs). Many clients within these professional groups will want to take advantage of the legislative changes and may seek input in regards to the appropriate tax plan for restructuring the ownership of their professional corporations.
To view the official legislation, go to the ICAA's Governing Documents page: Governing Documents.
The process for establishing a new PC for a Chartered Accountant in Alberta is outlined in the Professional Corporation Application Procedures.
The process requires that the CA member set out Articles of Incorporation (sample articles), have those Articles endorsed by the ICAA, and submit the endorsed Articles to Service Alberta (through a local Corporate Registry office). The PC must subsequently apply for a permit (permit application form) through the ICAA.
For current professional corporations which need to amend their Articles of Incorporation, please submit the amended articles to the ICAA for endorsement prior to submitting to Corporate Registry office. The Certificate of Amendment and restated articles of incorporation along with the Registration Statement including Schedules must be returned to the ICAA.
**New** With recent changes to PC legislation (see above), a PC may now issue non-voting shares to individuals other than professionals. For more details on how to take advantage of these options, refer to the Changes to Statement of Particulars document and complete the Amendment to Statement of Particulars form (as appropriate).
A PC may choose to amend (change) its Statement of Particulars at any time. To do so, complete the Amendment to Statement of Particulars form and submit to the ICAA offices along with appropriate fee.
A member may cease or terminate his/her professional corporation at any time. To do so, written notification must be provided to the Registrar of the ICAA. Please email email@example.com.
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