A Corporation is a legal person which exists on paper pursuant to a Certificate of Incorporation issuedby the jurisdiction of incorporation. In order to maintain its corporate existence, the law requires that the corporation file an annual return and hold a meeting of its Shareholders every year.
Time and Place of Meeting
The Business Corporations Act (Alberta) requires that the annual meeting of shareholders of a corporation take place no later than 18 months after the date of its incorporation, and thereafter annually within 15 months after the last preceding annual meeting.
If the directors fail to call a meeting, then any shareholder can apply to a Court for an order that the meeting be calledand held in accordance with the requirements of the Act. Alternatively, the holders of five percent of the voting shares of the corporation may requisition the directors to call a meeting, and if the directors do not call a meeting within 21 days, then any shareholder who signedthe requisition may call the meeting and the corporation is responsible to reimburse to such shareholder the reasonable expenses incurredin requisitioning, calling and holding such meeting.
Notice of Meeting
The Act requires that notice of the time and place of the meeting of shareholders be sent not less than 21 days and not more than 50 days before the meeting to each shareholder, to each director, and to the auditor of the corporation. The Act also requires that auditedfinancial statements, approvedby the directors, be sent to each shareholder not less than 21 days before the date of the annual meeting.
The above requirements for a 21 day notice and for auditedfinancial statements are absolute and must be compliedwith unless each and every shareholder waives the requirement in writing each year.
Information Circular and Proxy
In addition to the auditedfinancial statements, if a corporation is not a private issuer, then the corporation must, along with its notice of meeting, provide to each shareholder a form of proxy and a management proxy circular containing details about the corporation and its activities as specifiedin the regulations. A copy of the management proxy circular must also be sent to the auditor of the corporation.