Bill Pr6 amends the Covenant Bible College Act, 1996 to rename the organization Trellis Foundation and replace its original incorporation language with a modern corporate framework. It also adds filing obligations and authorizes the Foundation to continue as a corporation under the laws of another jurisdiction.
The bill is narrowly targeted but legally consequential. It lets a provincially created body corporate change its corporate domicile without severing ownership of its property or responsibility for its debts, claims, proceedings and judgments.
The Registrar must review and approve the proposed move before Alberta issues a certificate of discontinuance.
At a Glance
What It Does
The bill continues Covenant Bible College under the name Trellis Foundation, requires the Foundation to file director, registered-office and governing-document information with Alberta's Registrar, and permits continuation under another jurisdiction's laws. A move requires approval by at least two-thirds of the directors, Registrar approval, and legal safeguards preserving the organization's property, obligations and proceedings.
Who It Affects
The direct subject is Trellis Foundation, its directors, members, creditors and counterparties. Alberta's Registrar is given an approval and record-keeping role, while any jurisdiction receiving the Foundation must provide continuity rules covering assets, liabilities, claims, prosecutions, proceedings and judgments.
Why It Matters
The amendment supplies a statutory mechanism for an Alberta-created organization to change its legal home without forcing a liquidation and re-creation. It also converts a largely bespoke private Act into a framework with continuing disclosure and regulatory checkpoints.
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What This Bill Actually Does
The bill changes the organization's statutory identity. Every reference to the Covenant Bible College becomes a reference to the Trellis Foundation, and the Act's definition of the College is replaced with a definition of the Foundation.
Membership will consist of the people elected or appointed under the organization's bylaws rather than the named individuals listed in the original incorporation provision.
The amendment adds a statutory filing regime. Within 30 days after the new provision comes into force, the Foundation must give the Registrar a list of its directors and their addresses, the location of its Alberta registered office, and a copy of the private Act as amended.
It must file notice of any later change to those items within 30 days, creating an ongoing corporate-record obligation rather than a one-time transition filing.The Foundation's head office remains in Alberta at the place specified in its bylaws unless it completes a continuance elsewhere. The directors may authorize an application to another jurisdiction through a special resolution supported by at least two-thirds of the directors.
The Foundation must then obtain the Registrar's approval before applying to be treated as though it had been incorporated under that jurisdiction's law.The Registrar's approval depends on several safeguards. The Foundation must submit a certified copy of the directors' resolution, demonstrate that the proposed continuance will not adversely affect creditors, satisfy the Registrar that the move is legally permitted, and provide any additional requested information.
The receiving jurisdiction's law must preserve the Foundation's property, obligations, existing causes of action, liabilities, prosecutions, pending proceedings and enforceability of convictions, rulings, orders and judgments.Once the Foundation demonstrates that the other jurisdiction has continued it as a body corporate, the Registrar issues a certificate of discontinuance. On the certificate's effective date, the Foundation becomes an extra-provincial body corporate as though it had been incorporated under the other jurisdiction's law.
The bill also gives the certificate flexibility to reflect an earlier continuation date where the foreign jurisdiction's continuation occurred before Alberta issued the certificate.
The Five Things You Need to Know
The bill replaces the statutory name Covenant Bible College with Trellis Foundation throughout the private Act.
The Foundation must file director information, its Alberta registered-office address and a copy of the amended private Act with the Registrar within 30 days of the new provision taking effect.
Changes to any of those filed particulars must be reported to the Registrar within 30 days.
A move to another jurisdiction requires a special resolution supported by at least two-thirds of the directors and approval from Alberta's Registrar.
The receiving jurisdiction must preserve the Foundation's property, liabilities, claims, proceedings and enforceability of judgments before Alberta can issue a certificate of discontinuance.
Section-by-Section Breakdown
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Updates the Act's corporate definitions
The bill applies to the Covenant Bible College Act, 1996 and changes the defined corporate name from Covenant Bible College to Trellis Foundation. It also adds a definition of Registrar tied to the Business Corporations Act, establishing the official who will receive filings and assess a proposed continuance.
Continues the organization under its new name
The former provision that incorporated named individuals is repealed and replaced with a continuation clause. Trellis Foundation remains a corporation, with membership determined under its bylaws. That change shifts the Act away from a founding-members model and toward an organization governed through its internal rules.
Creates 30-day corporate filings
The Foundation must file its directors' names and addresses, its Alberta registered-office address and the amended private Act with the Registrar within 30 days of the provision coming into force. Later changes to those particulars trigger another 30-day filing deadline, giving the Registrar an up-to-date statutory record.
Authorizes continuance outside Alberta
The new section preserves an Alberta head office unless and until the Foundation is continued under another jurisdiction's law. It permits the Foundation to seek that status, but only after a two-thirds directors' resolution and approval from the Registrar.
The Registrar must be satisfied that creditors will not be adversely affected and that the destination jurisdiction's law preserves corporate continuity. After receiving satisfactory evidence of the foreign continuation, the Registrar issues a certificate of discontinuance, and the Foundation becomes an extra-provincial body corporate. The provision also addresses a timing mismatch by allowing the certificate to carry the earlier date on which the foreign continuation occurred.
Conforms the remaining Act to the new name
The bill replaces references to “College” with “Foundation” in the Act's remaining operative sections. This is a consequential drafting change: the new name applies throughout the organization's statutory powers, duties and administrative provisions rather than only in the definition and continuation clauses.
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Explore this topic in Codify Search →Who Benefits and Who Bears the Cost
Every bill creates winners and losers. Here's who stands to gain and who bears the cost.
Who Benefits
- Trellis Foundation and its directors, because the organization can change its statutory name and potentially move its corporate domicile without dissolving and reincorporating.
- Members and administrators of the organization, because the revised continuation clause allows membership to be managed through the bylaws rather than a fixed list of original incorporators.
- Creditors and contractual counterparties, because the continuance process requires the Registrar to assess creditor impact and preserves the Foundation's obligations after a move.
- Parties involved in existing litigation or regulatory proceedings, because claims, prosecutions, pending proceedings and judgments must remain enforceable against or in favour of the continued body corporate.
- The Registrar and Alberta's corporate records system, because the bill supplies defined filing requirements and a formal approval-and-certificate process for the organization's status change.
Who Bears the Cost
- Trellis Foundation, because it must compile and file corporate information within strict 30-day deadlines and report later changes on an ongoing basis.
- The Foundation's directors, because they must approve a proposed continuance by a two-thirds special resolution and certify the resolution or ensure an authorized representative does so.
- The Foundation's administrators and legal advisers, because an application to another jurisdiction requires coordination with foreign officials, preparation of supporting evidence and compliance with both jurisdictions' corporate laws.
- The Registrar, because the office must review creditor-impact evidence, assess the destination jurisdiction's continuity safeguards, request further information where necessary and issue the discontinuance certificate.
- Potential destination jurisdictions and their corporate registries, because the receiving legal regime must accommodate continuity of assets, liabilities, proceedings and judgments rather than treating the Foundation as a newly formed entity.
Key Issues
The Core Tension
The bill seeks to give the Foundation mobility while preserving accountability. A flexible continuance process can avoid the cost and disruption of dissolving and recreating the organization, but the same flexibility places substantial weight on the Registrar's judgment and on the receiving jurisdiction's ability to preserve creditor rights, liabilities and ongoing proceedings.
The bill makes the move possible without a statutory liquidation, but it does not make the process automatic. The Registrar receives broad evaluative functions, including deciding whether creditors would be adversely affected and whether requested documents or information are sufficient.
The Act does not set a decision deadline or prescribe a detailed test for creditor impact, leaving meaningful implementation discretion.
Continuity safeguards reduce the risk that a change of jurisdiction becomes a way to escape obligations, but their effectiveness depends on the law of the destination jurisdiction. The bill requires that foreign law provide the listed protections, yet it does not itself specify how disputes over equivalence will be resolved or how creditors can participate in the approval process.
The Foundation also carries parallel compliance burdens: it must satisfy Alberta's filing and approval requirements while meeting the receiving jurisdiction's incorporation or continuance rules.
The transition date creates a technical issue of its own. The Foundation becomes an extra-provincial body corporate on the date shown in the certificate, but the Registrar may backdate that certificate to the earlier foreign-continuation date.
That flexibility can align the two legal statuses, but it also makes accurate recordkeeping important for transactions, proceedings and obligations arising between the two dates.
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