1. Submit the Approval of Article of Incorporation form ensuring all name and shareholder requirements are in compliance with the Rules of the Law Society of Alberta and Legal Profession Act as specified on the form.
2. The Articles of Incorporation Form obtained from Corporate Registry services and governed by the Business Corporations Act.
3. The proposed schedules:
   1. If schedules include restrictions on share transfers, schedules must specify that only voting shareholders/Directors may approve share transfers.
   2. the proposed schedules should include statements like the following with respect to restrictions and liability of the shareholders:

Please note: Apart from Schedules C and D found below, the Law Society cannot advise you on how to structure your law corporation(s), or on the corporate or commercial issues, income tax, or other related considerations that arise from incorporation. Please consult your accountant, financial advisor or corporate registry. 

Schedule “C”

Restrictions, if any, on the business corporation may carry on:

None, but for greater certainty and without restricting the business which the corporation may carry on, the corporation shall have the following objectives:

1. to engage in every phase and aspect of rendering the same service to the public that a lawyer, being a member of The Law Society of Alberta, is authorized to render;
2. to purchase or otherwise acquire and to own, mortgage, pledge, sell, assign, transfer or otherwise dispose of, and to invest in, deal in and with, real and personal property necessary for the rendering of the services of a lawyer;
3. to contract debts and borrow money, issue and sell or pledge bonds, debentures, notes and other evidences of indebtedness and execute such mortgages, transfers of corporate property or other instruments to secure the payment of corporate indebtedness as required; and,
4. to enter into partnership, consolidate or merge with or purchase the assets of another corporation or individual rendering the same professional services.

Schedule “D”

Other provisions, if any:

The liability of the shareholder(s) is limited as provided in the Business Corporations Act except in the circumstances described in Section 133 of the Legal Profession Act, which reads as follows:

“133(1) Notwithstanding anything to the contrary in the Business Corporations Act, every person who is a voting shareholder of a corporation during the time that it is the holder of a permit or of a corporation during the time that it acts in contravention of section 106(1) is liable to the same extent and in the same manner as if the voting shareholders of the corporation were during that time carrying on the business of the corporation as a partnership or, if there is only one voting shareholder, as an individual practicing as a barrister and solicitor.”

Once you have obtained approval from the Law Society of Alberta, you may register the professional corporation with Corporate Registry Services.

Upon successful registration, you are required to apply for a permit with the Law Society of Alberta to practice through your Professional Corporation. As per Section 137(1) of the Legal Profession Act, “No person shall engage in practice as a barrister and solicitor under any name containing “Professional Corporation” or the abbreviation “P.C.” unless that person is incorporated or continued as a corporation under the Business Corporations Act and the corporation is the holder of a permit not under suspension.”

1. Submit the Permit Form 8-1, along with:
2. The Certificate of Incorporation obtained from Corporate Registry Services
3. The Registration Statement obtained from Corporate Registry Services
4. Articles filed with Corporate Registry
5. The Professional Corporation Application Fee (subject to change annually)

Annual Professional Corporation (PC) permit renewals are due December 31 or each year, and must be completed online via the Lawyer Portal. You will be notified when your annual PC permit renewal form and fee are available in the My PC section of your Lawyer Portal.

Log into the Lawyer Portal and follow the steps below:

1. Click on the PC Renewal tab and complete the PC Renewal form
2. Click on the PC Account tab to pay your invoice

The renewal form must be completed prior to paying the fee online.

If you are a permit holder for more than one Professional Corporation, these two steps must be repeated for each PC displayed on the dropdown menu under the PC Renewal section in the Lawyer Portal.

• Renewal Guide – A how-to guide is to assist in completing your annual permit renewal.
• FAQs – A list of frequently asked questions regarding the renewal process.

If the PC annual renewal is not completed by December 31, we are obligated by Rule 158(4) to notify the Registrar of Corporations that the permit has expired. You cannot engage in practice under any name containing Professional Corporation (P.C.) if you are not a holder of a permit (section 137(1) of the Legal Profession Act).

Renewing your PC permit after the deadline will require the completion of a new application and payment of the application fee (see Rules 158(5) and 158(6)) and renewal fees for years missed (if applicable).

Note: Firm administrators do not have access to PC permit renewals as these must be completed by the PC Director or Voting Shareholder.

If the PC annual renewal is not completed annually by December 31, we are obligated by Rule 158(4) to notify the Registrar of Corporations that the permit has expired. Renewing your PC permit after the deadline will require the completion of a new application and payment of the application fee (see Rules 158(5) and 158(6)).

Per the Rules of the Law Society, there are two ways to reapply for a permit:

Option 1

You will be required to provide the following should you wish to reapply under Rule 158(5) for a permit effective as at the current date:

1. Approval of Articles of Incorporation form
2. Form 8-1 (Application for a Permit)
3. A copy of your Certificate of Incorporation/Status which is obtained from Corporate Registries
4. A copy of the Registration Statement/Proof of Filing, which you would have obtained from Corporate Registry Services
5. A copy of the schedules filed with Corporate Registry Services
6. The Professional Corporation Application Fee (subject to change annually)
7. Written confirmation from the Director that no one has practiced through the Professional Corporation during the year(s) the PC was not a holder of a permit

Option 2:

You will be required to provide the following, should you wish to reapply under Rule 158(6), retrospectively:

1. Form 8-1 (Application for a Permit)
2. A copy of your Certificate of Status which is obtained from Corporate Registries
3. A copy of the Registration Statement/Proof of Filing, obtained from Corporate Registry Services
4. A copy of the schedules filed at Corporate Registry Services
5. The Professional Corporation Application Fee (subject to change annually), and the renewal fee(s) for the year(s) you require a permit

Once a complete application has been received, an invoice for applicable fees will be available in the Lawyer Portal under the My PC tab.