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Consolidated Newfoundland Regulation 1996


CONSOLIDATED NEWFOUNDLAND REGULATION 750/96

CONSOLIDATED NEWFOUNDLAND REGULATION 750/96

Corporations Regulations
under the
Corporations Act
(O.C. 96‑209)

Under the authority of section 409 of the Corporations Act and the Subordinate Legislation Revision and Consolidation Act, the Lieutenant‑Governor in Council makes the following regulations.

REGULATIONS

Analysis


        1.   Short title

        2.   Definitions

              PART I
GENERAL

        3.   "Resident Canadian" class of persons

              PART II
CORPORATE NAMES

        4.   Definition

        5.   Consideration of whole name

        6.   Prohibited name

        7.   Prohibited name

        8.   Prohibited name

        9.   Prohibited name

      10.   Prohibited name

      11.   Certain names not prohibited

      12.   Confusing name

      13.   Confusing name

              PART III
PROXIES
AND PROXY SOLICITATION

      14.   Form of proxy

      15.   Proxy may confer discretion

      16.   Authority not conferred

      17.   Management proxy circular

      18.   Statement to accompany circular

      19.   Dissident's proxy circular

      20.   Contents of dissident's proxy circular

      21.   Where dissident is partnership, etc.

      22.   Information may be omitted

      23.   Dissident's statement

      24.   Contents of proxy circular ‑ small corporations

      25.   Date of proxy circular and information

      26.   Financial statements in proxy circular

              PART IV
FINANCIAL
DISCLOSURE

      27.   General

      28.   Auditor's report

      29.   Contents of financial statements

      30.   Reporting classes of business

              PART V
EXEMPTION FROM
PUBLIC DISCLOSURE OF FINANCIAL STATEMENT

      31.   Disclosing corporation

      32.   Information detrimental

      33.   Determination of registrar

              PART VI
CONSTRAINED SHARE CORPORATIONS

      34.   Interpretation

      35.   Disclosure required

      36.   Powers and duties of directors

      37.   Limitation on voting rights

      38.   Disclosing corporation

      39.   Disclosure of beneficial ownership

      40.   Prescribed laws

              PART VII
RULES OF PROCEDURE FOR APPLICATIONS FOR EXEMPTION

      41.   Application

      42.   Form for application

      43.   Time for filing applications

      44.   Notice by registrar of decision

      45.   General

      46.   Registrar to provide information

      47.   Where information not provided

      48.   Where exemption not granted

              PART VIII
FEES

      49.   Fees

      50.   Repeal


Short title

        1. These regulations may be cited as the Corporations Regulations.

268/86 s1

Definitions

        2. In these regulations

             (a)  "Act" means the Corporations Act; and

             (b)  "document" means a document required to be sent to the registrar under the Act.

268/86 s2

PART I
GENERAL

"Resident Canadian" class of persons

        3. For the purpose of subparagraph (ii) of the definition "Resident Canadian" in paragraph 2(y) of the Act, the following classes of persons are prescribed:

             (a)  persons who are full‑time employees of the Government of Canada or a province, of an agency of government or a federal or provincial Crown corporation;

             (b)  persons who are full‑time employees of a body corporate

                      (i)  of which more than 50% of the voting shares are beneficially owned or over which control or direction is exercised by resident Canadians,

                     (ii)  a majority of the directors of which are resident Canadians, or

                    (iii)  that a subsidiary or a wholly‑owned subsidiary of a body corporate described in subparagraph (i) or (ii),

where the principal reason for the residence of the employees outside Canada is to act as such employees;

             (c)  persons who are full‑time students at a university or other educational institution recognized by the educational authorities of a majority of the provinces of Canada and have been resident outside Canada less than 10 consecutive years;

             (d)  persons who are full‑time employees of an international association or organization of which Canada is a member; or

             (e)  persons who were, at the time of reaching their 16th birthday, ordinarily resident in Canada and have been resident outside Canada less than 10 consecutive years.

268/86 s10

PART II
CORPORATE NAMES

Definition

        4. In this Part, "use" means actual use by a person that carries on business in Canada or elsewhere.

268/86 s11

Consideration of whole name

        5. Subject to paragraph 405(a) of the Act, when determining whether a name is distinctive, the name as a whole and not only its separate element shall be considered.

268/86 s12

Prohibited name

        6. For the purpose of paragraph 404(f) of the Act, a corporate name is prohibited where the name connotes that the corporation is sponsored or controlled by or is affiliated with the Government of Canada, the government of a province, the government of a country other than Canada, or a political subdivision or agency of any government, or a federal or provincial Crown corporation, or the United Nations, unless the appropriate government, polical, political subdivision, agency or Crown corporation consents in writing to the use of the name.

268/86 s13

Prohibited name

        7. For the purpose of paragraph 404(f) of the Act, a corporate name is prohibited where the name connotes that the corporation carries on the business of a bank, loan company, insurance company, trust company, other financial intermediary or a stock exchange that is regulated by a law of Canada or a province unless the appropriate government department or agency consents in writing to the use of the name.

268/86 s14

Prohibited name

        8. For the purpose of paragraph 404(f) of the Act, a corporate name is prohibited where the name contains a word or phrase that is obscene or connotes a business that is scandalous, obscene or immoral.

268/86 s15

Prohibited name

        9. For the purpose of paragraph 404(f) of the Act, a corporate name is prohibited where an element of the name is the family name of an individual, whether or not preceded by his or her given name or initials, unless the individual or his or her heir or legal representative consents in writing to the use of his or her name, or the individual has a material interest in the corporation.

268/86 s16

Prohibited name

     10. For the purpose of paragraph 404(f) of the Act,

             (a)  a corporate name is prohibited where its use is likely to lead to the inference that the business carried on or intended to be carried on under it and the business of a body corporate that is dissolved are one business, whether or not the nature of their businesses is generally the same; and

             (b)  the name of a revived corporation is prohibited where it is confusing with a name acquired by another corporation between the date of dissolution and revival of the revived corporation.

268/86 s17

Certain names not prohibited

     11. A corporate name is not prohibited only because it contains alphabetic or numeric characters, initials, punctuation marks or a combination thereof.

268/86 s18

Confusing name

     12. A corporate name that is confusing with the name of a body corporate that has not carried on business in the 2 years immediately preceding the date of a request for that corporate name shall not for that reason alone be prohibited if the body corporate that has that name

             (a)  consents in writing to the use of the name; and

             (b)  undertakes in writing to dissolve immediately or to change its name before the corporation proposing to use the name commences to use it.

268/86 s19

Confusing name

     13. (1) A corporate name that is confusing with the name of a body corporate shall not for that reason alone be prohibited if

             (a)  the request for that corporate name relates to a proposed corporation that is the successor to the business of the body corporate and the body corporate has ceased or will cease to carry on business;

             (b)  the body corporate undertakes to dissolve immediately or to change its name before the corporation proposing to use the name commences to carry on business; and

             (c)  subject to subsection (2), the corporate name sets out in numerals the year of incorporation in parentheses immediately before the word "limited", "limitee", "incorporated", "incorporee", "corporation" or the abbreviation "Ltd", "Ltee", "Inc" or "Corp".

             (2)  A corporate name referred to in paragraph (1)(c) after 2 years of use may be changed to delete the reference to the year of incorporation if the corporate name so changed is not confusing.

             (3)  Where a corporation acquires all or substantially all of an affiliated body corporate, the use by the corporation of the name of the affiliated body corporate shall not be prohibited if the body corporate undertakes in writing to dissolve immediately or to change its name before the corporation adopts the name.

268/86 s20

PART III
PROXIES
AND PROXY SOLICITATION

Form of proxy

     14. (1) A form of proxy required to be sent to the registrar by section 250 of the Act shall indicate, in bold‑face type,

             (a)  the meeting at which it is to be used; and

             (b)  whether the proxy is solicited by or on behalf of the management of the corporation.

             (2)  A form of proxy shall contain a designated blank space for a date and shall state that if it is not dated in the space, it is deemed to bear the date on which it is mailed by the person making the solicitation.

             (3)  A form of proxy shall indicate, in bold‑face type, that the shareholder may appoint a proxyholder other than a person designated in the form of proxy to attend and act on his or her behalf at the meeting, and shall contain instructions as to the manner in which the shareholder may do so.

             (4)  Where a form of proxy designates a person as proxyholder, it shall provide a means for the shareholder to designate some other person as proxyholder.

             (5)  A form of proxy shall provide a means for the shareholder to specify that the shares registered in his or her name shall be voted for or against each matter or group of related matters identified in the notice of meeting, a management proxy circular, a dissident's proxy circular or a proposal under sections 224 to 232 of the Act, other than the appointment of an auditor and election of directors.

             (6)  A form of proxy may confer authority with respect to matters for which a choice is not provided in accordance with subsection (5) if the form of proxy, the management proxy circular or the dissident's proxy circular stated in bold‑face type how the proxyholder will vote the shares in respect of each matter or group of related matters.

             (7)  A form of proxy shall provide a means for the shareholder to specify that the shares registered in his or her name shall be voted or withheld from voting in respect of the appointment of an auditor or the election of directors.

             (8)  A form of proxy, a management proxy circular or a dissident's proxy circular shall state that the shares represented by the proxy will be voted or withheld from voting on a ballot that may be called for and that, if the shareholder specifies a choice under subsection (5) or (7) with respect to a matter to be acted upon, the shares shall be voted accordingly.

268/86 s21

Proxy may confer discretion

     15. A form of proxy may confer discretionary authority in respect of amendments to matters identified in the notice of meeting or other matters that may properly come before the meeting, if

             (a)  the person by or on whose behalf the solicitation is made is not aware within a reasonable time before the solicitation that the amendments or other matters are to be presented for action at the meeting; and

             (b)  the form of proxy, the management proxy circular or the dissident's proxy circular states specifically that it confers such discretionary authority.

268/86 s22

Authority not conferred

     16. A form of proxy shall not confer authority to vote in respect of the appointment of an auditor or the election of a director unless a genuine proposed nominee for the appointment or election is named in the form of proxy, a management proxy circular, a dissident's proxy circular or a proposal under sections 224 to 232 of the Act.

268/86 s23

Management proxy circular

     17. A management proxy circular shall contain the following information:

             (a)  a statement of the right of the shareholder to revoke a proxy under section 248 of the Act and the method by which he or she may exercise it;

             (b)  a statement, in bold‑face type, to the effect that the solicitation is made by or on behalf of the management of the corporation;

             (c)  the name of a registrar of the corporation who has informed the management in writing that he or she intends to oppose an action intended to be taken by the management and the action that he or she intends to oppose;

             (d)  the method of solicitation, if otherwise than by mail, and where the solicitation is made by specially engaged employees or agents, the material features of a contract or arrangement for the solicitation, the parties to the contract or arrangement and the cost or anticipated cost thereof;

             (e)  the name of the person by whom the cost of the solicitation has been or will be borne, directly or indirectly;

              (f)  the number of shares of each class of shares of the corporation entitled to be voted at the meeting and the number of votes to which each share of each class is entitled;

             (g)  if the corporation has amended its articles under sections 280 to 282 of the Act to constrain the issue or transfer of its voting shares, the general nature of the constrained share provisions;

             (h)  if proceeds of an issue of securities were used for a purpose other than that stated in the document under which the securities were issued, the date of the document, the amount and designation of the securities so issued and details of the use made during the financial period of the proceeds;

              (i)  details of financial assistance, in circumstances permitted by section 79 of the Act, given by a corporation since the beginning of its last completed financial year

                      (i)  to a shareholder of the corporation or its affiliates who is not a director, officer or employee thereof, or to an associate of a shareholder, or

                     (ii)  to a person in connection with a purchase of shares issued or to be issued by the corporation,

if the giving of the assistance was material to the corporation or its affiliates or to the receipt of the assistance;

              (j)  if indemnification under sections 205 to 209 of the Act is paid or becomes payable in the financial period,

                      (i)  the amount paid or payable,

                     (ii)  the name and title of the individual indemnified or to be indemnified, and

                    (iii)  the circumstances that gave rise to the indemnity;

             (k)  if insurance referred to in section 208 of the Act is purchased,

                      (i)  the amount or, where there is a comprehensive liability policy, the approximate amount of premium paid by the corporation in respect of directors as a group and officers as a group,

                     (ii)  the aggregate amount of premiums paid by the individuals in each group,

                    (iii)  the total amount of insurance purchased for each group, and

                    (iv)  a summary of a deductibility or co‑insurance clause or other provision in the insurance contract that exposes the corporation to liability in addition to the payment of premiums;

              (l)  details of an action brought or taken under section 369 or 371 of the Act to which the corporation is a party;

            (m)  the name of each person who, to the knowledge of directors or officers of the corporation, beneficially owns or exercises control or direction over shares carrying more than 10% of the votes attached to shares of the corporation, the approximate number of the shares so owned, controlled or directed by each person and the percentage of voting shares of the corporation represented by the number of shares so owned, controlled or directed;

             (n)  where a change in the effective control of the corporation has occurred since the beginning of its last financial year, the name of the person who, to the knowledge of the directors or officers of the corporation, acquires control, the date and a description of the transaction in which control was acquired and the percentage of shares entitled to be voted now owned, controlled or directed by the person;

             (o)  the percentage of votes required for the approval of a matter that is to be submitted to a vote of shareholders at the meeting other than the election of directors or the appointment of an auditor;

             (p)  where a new auditor is proposed to be appointed, the name of the proposed auditor, the name of each auditor appointed within the preceding 5 years and the date on which each auditor was first appointed;

             (q)  where directors are to be elected, a statement of the right of a class of shareholders to elect a specified number of directors or to cumulate their votes and of any conditions precedent to the exercise thereof;

              (r)  in tabular form, where directors are to be elected, so far as practicable, with respect to each person proposed to be nominated by management for election as a director and each director whose term of office will continue after the meeting,

                      (i)  the name of each person, the time when his or her term of office or the term of office for which he or she is proposed nominee will expire and all other major positions and offices with the corporation or its significant affiliates presently held by him or her, indicating which of the persons are proposed nominees for election as directors at the meeting,

                     (ii)  the present principal occupation or employment of each person, giving the name and principal business of a body corporate or other organization in which the occupation or employment is carried on and similar information as to all principal occupations or employments of each person within the 5 preceding years, unless he or she is now a director and was elected to his or her present term of office by a vote of shareholders at a meeting the notice of which was accompanied by a proxy circular containing that information,

                    (iii)  where a person is or has been a director of the corporation, the period during which he or she has so served,

                    (iv)  the approximate number of shares of each class of shares of the corporation and of its holding body corporate beneficially owned or over which control or direction is exercised by each person, and

                     (v)  where more than 10% of the votes attached to shares of a class of the corporation or of its holding body corporate are beneficially owned or subject to control or direction by a person and his or her associates, the approximate number of each class of shares so owned, controlled or directed by the associates and the name of each associate;

             (s)  the details of a contract, arrangement or understanding between a proposed management nominee and another person, except the directors and officers of the corporation acting solely in their capacity as such, pursuant to which the nominee is to be elected, including the name of the other person;

              (t)  where action is to be taken with respect to

                      (i)  the election of directors,

                     (ii)  a bonus, profit sharing or other plan of remuneration, contract or arrangement in which a director or officer of the corporation will participate,

                    (iii)  a pension or retirement plan of the corporation in which a director or officer of the corporation will participate, or

                    (iv)  the granting to a director or officer of the corporation of an option or right to purchase securities other than rights issued rateably to all shareholders or to all shareholders resident in Canada,

a statement,

                     (v)  in the form provided for that purpose, of the aggregate remuneration paid or payable by the corporation and by each of its subsidiaries in respect of the corporation's last completed financial year,

                            (A)  to the directors of the corporation in their capacity as registrars of the corporation and its subsidiaries, and

                            (B)  separately, to the officers of the corporation who received in their capacity as officers or employees of the corporation and its subsidiaries aggregate remuneration in excess of $40,000 in that year,

excluding remuneration paid or payable to a partnership in which a person in receipt of such remuneration was a partner,

                    (vi)  where practicable, of the estimated aggregate cost to the corporation and its subsidiaries in the last completed financial year of all benefits proposed to be paid under a pension or retirement plan upon retirement at normal retirement age to the person referred to in subparagraph (v) as a group, and

                   (vii)  where practicable, of the aggregate of all remuneration payments other than those referred to in subparagraphs (v) and (vi) made during the corporation's last completed financial year and, as a separate amount, proposed to be made in the future by the corporation or its subsidiaries pursuant to an existing plan to the persons referred to in subparagraph (v) and for the purpose of this subparagraph,

                            (A)  "plan" includes all plans, contracts, authorizations or arrangements, whether or not contained in a formal document or authorized by a resolution of the directors of the corporation or its subsidiaries but does not include the Canada Pension Plan or a similar government plan,

                            (B)  "remuneration payments" include deferred compensation benefits, retirement benefits or other benefits, except those paid or to be paid under a pension or retirement plan of the corporation and its subsidiaries, and

                            (C)  if it is impracticable to state the amount of proposed remuneration payments, the aggregate amount accrued to date in respect of such payments may be stated, with an explanation of the basis of future payments,

but information need not be included as to payments to be made for or benefits to be received from group life or accident insurance, group hospitalization or similar group benefits or payments;

             (u)  if action is to be taken with respect to the matters referred to in subparagraphs (t)(i) to (iv), a statement containing, in respect of options to purchase securities of the corporation or its subsidiaries that, since the commencement of the corporation's last financial year, were granted to or exercised by the persons referred to in subparagraph (t)(v) as a group,

                      (i)  where options were granted,

                            (A)  the description and number of optioned securities of each class,

                            (B)  the dates on which and the prices at which the options were granted, the expiry dates and other material provisions,

                            (C)  the consideration received for the granting of the options, and

                            (D)  where reasonably ascertainable, a summary showing the price range of the optioned securities in the 30 days preceding the date on which the options were granted or, if not reasonably ascertainable, a statement to that effect, and

                     (ii)  where options were exercised,

                            (A)  the description and number of securities of each class purchased,

                            (B)  the purchase price, and

                            (C)  where reasonably ascertainable, a summary showing the price range of the securities in the 30 days preceding the date of purchase or, if not reasonably ascertainable, a statement to that effect,

and for the purpose of this paragraph,

                    (iii)  "options" includes rights other than rights issued rateably to all shareholders of the same class or to all shareholders of the same class resident in the province, and

                    (iv)  information on the option price of securities may be given

                            (A)  in the form of price ranges for each calendar quarter during which options were granted or exercised, or

                            (B)  if the price of the optioned securities is not fixed, by setting out the formula by which the price of the optioned securities will be fixed;

             (v)  if action is to be taken with respect to the matters referred to in subparagraphs (t)(i) to (iv), a statement in respect of

                      (i)  each director and officer of the corporation,

                     (ii)  each proposed management nominee for election as a director of the corporation, and

                    (iii)  each associate of a director, officer or proposed management nominee

who is or has been indebted to the corporation or its subsidiaries during the last completed financial year, of the largest aggregate amount of debt outstanding since the beginning of the corporation's last completed financial year, the nature of the debt, details of the transaction in which it was incurred, the amount presently outstanding and the rate of interest paid or charged thereon, but

                    (iv)  an amount owing for purchases subject to usual trade terms, for ordinary travel and expense advances and for other transactions in the ordinary course of business may be omitted in determining the amount of debt, and

                     (v)  information need not be provided in respect of a person whose aggregate debt did not exceed $10,000 during the period;

            (w)  the details including, where practicable, the approximate amount of any material interest of

                      (i)  a director or officer of the corporation,

                     (ii)  a proposed management nominee for election of a director of the corporation,

                    (iii)  a shareholder required to be named by paragraph (m), and

                    (iv)  an associate or affiliate of the foregoing persons

in a transaction since the beginning of the corporation's last completed financial year or in a proposed transaction that has materially affected or will materially affect the corporation or its affiliates, but

                     (v)  an interest arising from the ownership of securities of the corporation may be omitted unless the security holder received a benefit or advantage not shared rateably by all holders of the same class of security or all holders of the same class who are resident in the province,

                    (vi)  a transaction or interest may be omitted where

                            (A)  the rate or charges involved in the transactions are fixed by law or determined by competitive bids,

                            (B)  the interest of the person in the transaction is solely that of a director of another body corporate that is a party to the transaction,

                            (C)  the transaction involves services as a bank or other depository of funds, transfer agent, registrar, trustee under a trust indenture or other similar services, or

                            (D)  the transaction does not involve remuneration for services, and

                                      (I)  the interest of the person results from the beneficial ownership of less than 10% of a class of shares of another body corporate that is a party to the transaction,

                                    (II)  the transaction is in the ordinary course of business of the corporation or its affiliates, and

                                   (III)  the amount of the transaction or series of transactions is less than 10% of the total sales or purchases of the corporation and its affiliates for the last completed financial year, and

                   (vii)  details of transactions not omitted under subparagraphs (v) and (vi) that involve remuneration paid, directly or indirectly, to the persons referred to in this paragraph for services in any capacity shall be included, unless the interest of the person arises solely from the beneficial ownership of less than 10% of a class of shares of another body corporate providing the services to the corporation of its affiliates;

             (x)  details of each transaction referred to in paragraph (w), the name and address of each person whose interest in the transaction is disclosed and the nature of the relationship by reason of which the interest is required to be disclosed;

             (y)  where a transaction referred to in paragraph (w) involves the purchase or sale of assets by the corporation or an affiliate otherwise than in the ordinary course of business, the cost of the assets to the purchaser and the cost of the assets to the seller if acquired by the seller within the 2 years before the transaction;

             (z)  details of a material underwriting discount or commission with respect to the sale of securities by the corporation where a person referred to in paragraph (w) has contracted or will contract with the corporation in respect of an underwriting or is an associate or affiliate of a person that has so contracted or will so contract;

           (aa)  where a person other than the directors or officers of the corporation or its affiliates manage the corporation or its subsidiaries,

                      (i)  details of the management agreement or arrangement including the name and address of every person who is a party to the agreement or arrangement or who is responsible to perform it,

                     (ii)  the names and addresses of the insiders of a body corporate with which the corporation or its subsidiaries has a management agreement or arrangement,

                    (iii)  the amounts paid or payable by the corporation and its subsidiaries to a person named under subparagraph (i) since the beginning of the corporation's last completed financial year,

                    (iv)  details of a debt owed to the corporation or its subsidiaries by a person referred to in subparagraphs (i) and (ii) that was outstanding since the beginning of the corporation's last completed financial year, and

                     (v)  details of a transaction or arrangement, other than one referred to in subparagraph (i), which the corporation or its subsidiaries since the beginning of the corporation's last completed financial year in which a person referred to in subparagraphs (i) and (ii) has a material interest that would be required to be disclosed by paragraph (w),

and for the purpose of this paragraph

                    (vi)  "details" of debt include the largest aggregate amount of debt outstanding during the period, the nature of the debt, details of the transaction in which it was incurred, the amount presently outstanding and the rate of interest paid or charged thereon,

                   (vii)  an amount owing for purchases, subject to usual trade terms, for ordinary travel and expense advances and for other transactions in the ordinary course of business may be omitted in determining debt, and

                  (viii)  a matter that is not material may be omitted;

          (bb)  details of any material interest of

                      (i)  each person who was a director or officer of the corporation since the beginning of its last completed financial year,

                     (ii)  each proposed management nominee for election as a director of the corporation, and

                    (iii)  each associate of the foregoing persons

in any matter to be acted upon at the meetings other than the election of directors or the appointment of an auditor;

           (cc)  if action is to be taken with respect to the authorization or issue of securities except to exchange the securities for other securities of the corporation,

                      (i)  the designation and number or amount of securities to be authorized or issued,

                     (ii)  a description of the securities, but

                            (A)  if the terms of securities to be authorized cannot be stated because no issue thereof is contemplated in the immediate future and if no further authorization by shareholders for their issue is to be obtained, a statement that the terms of the securities to be authorized, including dividend or interest rates, conversion prices, voting rights, redemption prices, maturity dates and other matters will be determined by the directors, and

                            (B)  if the securities are shares of an existing class, the description required except for a statement of preemptive rights may be omitted,

                    (iii)  details of the transaction in which the securities are to be issued including the nature and approximate amount of the consideration received or to be received by the corporation, and the purpose for which the consideration has been or is to be used,

                    (iv)  if it is impracticable to provide the details required under subparagraph (iii), a statement of the reason why it is impracticable, the purpose of the authorization and whether shareholders' approval for the issue of the securities will be sought, and

                     (v)  if the securities are to be used other than in a general public offering for money or other than rateably to all holders of the same class of securities or all holders of the same class of securities who are resident in the province, the reasons for the proposed authorization or issue and its effect on the rights of present security holders;

          (dd)  if action is to be taken under sections 279 to 282 of the Act to modify the rights, privileges, restrictions or conditions attached to a class of securities of the corporation or to authorize or issue securities in order to exchange them for other securities of the corporation,

                      (i)  the designation and number or amount of outstanding securities that are to be modified, and, if securities are to be issued in exchange, the designation and number or amount of securities to be exchanged and the basis of the exchange,

                     (ii)  details of material differences between the outstanding securities and the modified or new securities,

                    (iii)  the reasons for the proposed modifications or exchange and the general effect on the rights of existing security holders,

                    (iv)  a brief statement of arrears in dividends or of defaults in principal or interest in respect of the outstanding securities that are to be modified or exchanged, and

                     (v)  all other information material to the proposed modification or exchange;

           (ee)  if action is to be taken with respect to a plan for

                      (i)  an amalgamation with another corporation otherwise than under section 291 of the Act,

                     (ii)  a sale, lease or exchange of all or substantially all of the property of the corporation under subsection 303(1) of the Act,

                    (iii)  a continuance under the laws of another jurisdiction under section 299 of the Act, or

                    (iv)  the liquidation or dissolution of the corporation,

the material features of the plan including the reasons for it and its general effect on the rights of existing security holders;

            (ff)  if action is to be taken with respect to a plan referred to in subparagraph (ee)(i), a statement containing, with respect to the corporation and the other body corporate,

                      (i)  a brief description of the business,

                     (ii)  the location and general character of the plants and other important physical properties,

                    (iii)  a brief description of arrears in dividends or defaults in principal or interest in respect of securities of the corporation or body corporate and of the effect of the plan,

                    (iv)  the existing and pro forma capitalization in tabular form,

                     (v)  a historical summary of earnings in tabular form for each of the last 5 fiscal years including per share amounts of net earnings, dividends declared for each year and book value per share at the end of the most recent period,

                    (vi)  a combined pro forma summary of earnings in tabular form for each of the last 5 fiscal years, indicating the aggregate and per share earnings for each year and the pro forma book value per share at the end of the most recent period, but if the transaction will establish a new basis of accounting for the assets of the corporation or body corporate, the pro forma summary of earnings may be provided only for the most recent fiscal year and interim period and shall reflect appropriate pro forma adjustments resulting from the new basis of accounting,

                   (vii)  the high and low sale prices for each quarterly period within the previous 2 years for each class of securities of the corporation and of the other body corporate that is traded on a stock exchange and that will be materially affected by the plan, and

                  (viii)  an introductory summary, not exceeding 6 pages in length, of the contents of the proxy circular that highlights the salient features of the transaction, including a summary of the financial information, with appropriate cross‑references to the more detailed information in the circular;

          (gg)  a statement of the rights of a shareholder to dissent under section 304 of the Act with respect to a matter to be acted upon at the meeting and a brief summary of the procedure to be followed;

          (hh)  if action is to be taken with respect to a matter other than the approval of financial statements, the substance of each matter or group of related matters, to the extent it has not been described under paragraphs (a) to (ii), in sufficient detail to permit shareholders to form a reasoned judgment concerning the matter, and if any such matter is not required to be submitted to a vote of the shareholders, reasons for so submitting it and the action intended to be taken by management in the event of a negative vote by the shareholders; and

             (ii)  a statement, signed by a director or officer of the corporation, that the contents and the sending of the circular have been approved by the director.

268/86 s24

Statement to accompany circular

     18. A management proxy circular that is sent to the registrar shall be accompanied by a statement signed by a director or officer that a copy of the circular has been sent to each director, each shareholder entitled to notice of the meeting to which the circular relates and to the auditor of the corporation.

268/86 s25

Dissident's proxy circular

     19. For the purpose of section 20, "dissident" means a person, other than the management of the corporation or its affiliate and associates, by or on behalf of whom a solicitation is made, and includes the committee or group that solicits proxies, a member of the committee or group, and a person whether or not named as a member who, acting alone or with one or more other persons, directly or indirectly engages in organizing, directing or financing any such committee or group, except

             (a)  a person who contributes not more than $250 and who does not otherwise participate in the solicitation;

             (b)  a bank or other lending institution or a broker or dealer that, in the ordinary course of business, lends money or executes orders for the purchase or sale of shares and that does not otherwise participate in the solicitation;

             (c)  a person who is employed to solicit and whose activities are limited to the performance of his or her duties in the course of such employment;

             (d)  a person who only sends soliciting material or performs other ministerial or clerical duties;

             (e)  a person employed in the capacity of lawyer, accountant, advertiser, public relations or financial adviser and whose activities are limited to the performance of his or her duties in the course of such employment; and

              (f)  an officer or registrar of, or a person employed by, a person by or on behalf of whom a solicitation is made if he or she does not directly participate in the solicitation.

268/86 s26

Contents of dissident's proxy circular

     20. A dissident's proxy circular shall contain the following information:

             (a)  the name and address of the corporation to which the solicitation relates;

             (b)  the information required by paragraphs 17(a), (d) and (e);

             (c)  details of the identity and background of each dissident, including

                      (i)  his or her name and business address,

                     (ii)  his or her present principal occupation or employment and the name, principal business and address of a body corporate or other person in which the occupation or employment is carried on,

                    (iii)  all material occupations, offices or employments during the preceding 5 years with starting and ending dates of each and the name, principal business and address of the body corporate or other business organization in which each such occupation, office or employment was carried on,

                    (iv)  whether he or she is or has been a dissident within the preceding 10 years and, if so, the body corporate involved, the principals and his or her relationship to them, the subject matter and the outcome of the solicitation, and

                     (v)  convictions in criminal proceedings during the preceding 10 years for which a pardon has not been granted, other than convictions in respect of violations for which the maximum penalty is a fine of not more than $5,000 or imprisonment for not more than 6 months, or both, and the date and nature of the conviction, the name and location of the court and the sentence imposed;

             (d)  the circumstances under which each dissident became involved in the solicitation and the nature and extent of his or her activities as a dissident;

             (e)  the information required by paragraphs 17(m), (n) and (o), if known to a dissident;

              (f)  details of the interest of each dissident in the securities of the corporation to which the solicitation relates, including

                      (i)  the number of each class of shares of the corporation that he or she owns beneficially or over which he or she exercises control or direction,

                     (ii)  the dates of which securities of the corporation were purchased or sold during the preceding 2 years, the amount purchased or sold on each date and the price at which they were purchased or sold,

                    (iii)  if a part of the purchase price or market value of the securities specified in subparagraph (ii) is represented by funds borrowed or otherwise obtained for the purpose of acquiring or holding the securities, the amount of the indebtedness as of the latest practicable date and a brief description of the transaction including the names of the parties, other than a bank, broker or dealer acting in the transaction in the ordinary course of business,

                    (iv)  whether he or she is or was within the preceding year a party to a contract, arrangement or understanding with a person in respect of securities of the corporation, including joint ventures, loans or option arrangements, puts or calls, guarantees against loss or guarantees of profit, division of losses or profits or the giving or withholding of proxies and, if so, the names of the parties to and the details of the contract, arrangement or understanding,

                     (v)  the number of each class of shares of an affiliate of the corporation that he or she owns beneficially or over which he or she exercises control or direction, and

                    (vi)  the number of each class of shares of the corporation that he or she owns beneficially or over which he or she exercises control or direction; and

             (g)  if directors are to be elected, information required by paragraphs 17(r), (s), (w) and (bb) in respect of each proposed nominee for election as a director and his or her associates;

             (h)  the information required by paragraphs 17(w) and (bb) in respect of each dissident and his or her associates; and

              (i)  details of a contract, arrangement or understanding, including the names of the parties, between a dissident or his or her associates and a person with respect to

                      (i)  future employment by the corporation or its affiliates, or

                     (ii)  future transactions to which the corporation or its affiliates will or may be a party.

268/86 s27

Where dissident is partnership, etc.

     21. Where a dissident is a partnership, body corporate, association or other organization, the information required by paragraphs 20(c), (d), (f), (h) and (i) to be included in a dissident's proxy circular shall be given in respect of each partner, officer and director of and each person who controls the dissident and who is himself or herself not a dissident.

268/86 s28

Information may be omitted

     22. Information that is not known to a dissident and that cannot be reasonably ascertained by him or her may be omitted from a dissident's proxy circular, but the circumstances that render the information unavailable shall be disclosed in it.

268/86 s29

Dissident's statement

     23. (1) A dissident's proxy circular shall contain a statement, signed by a dissident or a person authorized by him or her, that the contents and the sending of the circular have been approved by the dissident.

             (2)  A dissident's proxy circular that is sent to the registrar under section 252 of the Act shall be accompanied by a statement signed by a dissident or a person authorized by him or her to the effect that

             (a)  the circular complies with these regulations; and

             (b)  a copy of the circular has been sent to each director, each shareholder and to the auditor of the corporation.

268/86 s30

Contents of proxy circular ‑ small corporations

     24. Notwithstanding sections 16 and 20, with respect to a corporation having fewer than 15 shareholders, the requirements of section 250 of the Act are satisfied by including in a proxy circular

             (a)  the name of the director, officer or dissident on whose behalf the solicitation is made;

             (b)  the name of each proposed nominee for director and managing officer of the corporation;

             (c)  a statement of the right of a shareholder to revoke a proxy under section 248 of the Act and the method by which he or she may exercise it;

             (d)  the name of the person by whom the cost of the solicitation has been or will be borne, directly or indirectly; and

             (e)  the information required by paragraph 20(c)

but this section does not exempt such a corporation from compliance with the remaining provisions of this Part.

268/86 s31

Date of proxy circular and information

     25. A proxy circular shall be dated as of a date not more than 30 days before the day on which it is first sent a shareholder of the corporation and the information, other than financial statements, required to be contained in it shall be given as of the date of the circular.

268/86 s32

Financial statements in proxy circular

     26. (1) Where financial statements accompany or form part of a management proxy circular, the statements shall be prepared in the manner prescribed for the financial statements in Part IV.

             (2)  The financial statements referred to in subsection (1), if not reported upon by the auditor of the corporation, shall be accompanied by a report of the chief financial officer of the corporation stating that the financial statements have not been audited but have been prepared in accordance with Part IV.

268/86 s33

PART IV
FINANCIAL DISCLOSURE

General

     27. The financial statements referred to in paragraph 258(1)(a) of the Act must, except as otherwise provided by this Part, be prepared in accordance with the standards as they exist of the Canadian Institute of Chartered Accountants set out in the C.I.C.A. Handbook.

268/86 s34

Auditor's report

     28. The auditor's report referred to in section 274 of the Act must, except as otherwise provided by this Part, be prepared in accordance with the standards of the Canadian Institute of Chartered Accountants set out in the C.I.C.A. Handbook.

268/86 s35

Contents of financial statements

     29. (1) The financial statements referred to in section 258 of the Act must include at least

             (a)  a balance sheet;

             (b)  a statement of retained earnings;

             (c)  an income statement; and

             (d)  a statement of changes in financial position.

             (2)  Financial statements need not be designated by the names set out in paragraphs (1)(a) to (d).

268/86 s36

Reporting classes of business

     30. (1) In this section, "corporation" means a corporation that carries on a diversified as distinct from an integrated business and that sends its financial statements to the registrar under section 263 of the Act.

             (2)  The financial statements of a corporation shall disclose separately or in a schedule thereto a summary of financial information for each class of business the revenue from which is 10% or more of the corporation's total revenues for the period.

             (3)  The financial statements or schedule referred to in subsection (2) shall contain a note stating that the directors of the corporation have determined its classes of business at a meeting of directors and have recorded them in the minutes of the meeting.

             (4)  Subject to subsection (5), the classes of business referred to in subsection (2) shall be designated in accordance with the Statistics Canada Standard Industrial Classification Code.

             (5)  Where the directors of the corporation do not adopt the Statistics Canada Standard Industrial Classification Code to identify the corporation's classes of business, the financial statements or a note thereto shall contain a description of the basis used to determine the corporation's classes of business.

             (6)  Subsections (1) to (5) do not apply to a corporation that discloses segmented information in accordance with the standards as they exist of the Canadian Institute of Chartered Accountants set out in the C.I.C.A. Handbook.

268/86 s37

PART V
EXEMPTION FROM PUBLIC DISCLOSURE OF FINANCIAL STATEMENT

Disclosing corporation

     31. In this Part, "disclosing corporation" means a corporation referred to in section 263 of the Act.

268/86 s38

Information detrimental

     32. Disclosure of information may be detrimental to a disclosing corporation within the meaning of section 259 of the Act, in addition to another reason, where the disclosing corporation would be at a disadvantage

             (a)  in its dealings with suppliers, customers or others; or

             (b)  because it deals in only one line of products or services and its competitors

                      (i)  are not required to make similar disclosure, or

                     (ii)  deal in several lines of products or services and disclose information in a form that prevents identification of financial information in respect of a particular product or service.

268/86 s39

Determination of registrar

     33. For the purpose of section 10 of the Act, upon the application of a corporation, the registrar shall determine that a security of the corporation is not or was not part of a distribution to the public if he or she is satisfied that such determination would not prejudice a security holder of the corporation.

268/86 s40

PART VI
CONSTRAINED SHARE CORPORATIONS

Interpretation

     34. In this Part

             (a)  "Canadian" means

                      (i)  a resident Canadian,

                     (ii)  a partnership of which a majority of the members are resident Canadians and in which interests representing in value more than 50% of the total value of the partnership property are owned by resident Canadians,

                    (iii)  a trust established by a resident Canadian,

                    (iv)  a majority of the trustees of which are resident Canadians, or

                     (v)  in which beneficial interests representing in value more than 50% of the total value of the trust property are owned by resident Canadians,

                    (vi)  Her Majesty in right of Canada or of a province or territory of Canada or a municipal corporation or public board or commission in Canada, or

                   (vii)  a body corporate

                            (A)  incorporated under the laws of Canada or a province,

                            (B)  of which a majority of the directors are resident Canadians, and

                            (C)  over which persons described in paragraphs (a) to (d) or in this paragraph exercise control or direction or of which such persons beneficially own or control, directly or indirectly, shares or securities currently convertible into shares carrying more than 50% of the voting rights

                                      (I)  under all circumstances,

                                    (II)  by reason of the occurrence of an event that that has occurred and that is continuing, or

                                   (III)  by reason of a currently exercisable option or a right to purchase those shares or those convertible securities;

             (b)  "constrained class" means the class of persons specified in the articles of a constrained share corporation as being ineligible to hold, as a class, more than the maximum aggregate holdings;

             (c)  "constrained share corporation" means a corporation that has provisions in its articles imposing a constraint;

             (d)  "constraint" means a restriction on

                      (i)  the issue or transfer of shares of a class or series to persons who are not resident Canadians,

                     (ii)  the issue or transfer of shares of a class or series to enable a corporation or its affiliates or associates to qualify under a law of Canada or a province referred to in paragraph 47(a)

                            (A)  to obtain a licence to carry on a business,

                            (B)  to become a publisher of a Canadian newspaper or periodical, or

                            (C)  to acquire shares of a financial intermediary as defined in paragraph 47(b);

             (e)  "control" means a control in a manner that results in control in fact, whether directly through the ownership of shares or indirectly through a trust, a contract, the ownership of shares of another body corporate or otherwise;

              (f)  "maximum aggregate holdings" means the total number of voting shares of a constrained share corporation that may be held by or on behalf of persons in the constrained class and their associates in accordance with the articles of the corporation;

             (g)  "maximum individual holdings" means the total number of voting shares of a constrained share corporation that may be held by or on behalf of any one person in the constrained class and his or her associates in accordance with the articles of the corporation;

             (h)  "voting shares" means a share that carries voting rights

                      (i)  under all circumstances,

                     (ii)  by reason of the occurrence of an event that has occurred and that is continuing, or

                    (iii)  by reason of a security currently convertible into such a share and currently exercisable option or right to acquire such a share or such a convertible security.

268/86 s41

Disclosure required

     35. Each of the following documents issued or published by a constrained share corporation shall indicate conspicuously the general nature of its constrained share provisions

             (a)  a certificate representing a voting share;

             (b)  a management proxy circular; and

             (c)  a prospectus, statement of material facts, registration statement or similar document.

268/86 s42

Powers and duties of directors

     36. (1) The directors of a constrained share corporation must refuse to register a transfer of a voting share of the corporation in accordance with the articles if

             (a)  the total number of voting shares held by or on behalf of persons in the constrained class exceeds the maximum aggregate holdings and the transfer is to a person in the constrained class;

             (b)  the total number of voting shares held by or on behalf of persons in the constrained class does not exceed the maximum aggregate holdings and the transfer would cause the number of such shares held by persons in the constrained class to exceed the maximum aggregate holdings;

             (c)  the total number of voting shares held by or on behalf of a person in the constrained class exceeds the maximum individual holdings and the transfer is to that person; or

             (d)  the total number of voting shares held by or on behalf of a person in the constrained class does not exceed the maximum individual holdings and the transfer would cause the number of such shares held by that person to exceed the maximum individual holdings.

             (2)  Notwithstanding subsection (1), the directors of a constrained share corporation that is described in that subsection must register a transfer of a voting share of the corporation to a person in the constrained class if that person establishes that he or she was the beneficial owner of that share on the day on which the corporation became a constrained share corporation.

             (3)  The directors of a constrained share corporation that is described in subsection (1) shall not issue a voting share of the corporation to a person in the constrained class in circumstances where the directors are required to refuse to register a transfer of such a share by subsection (1).

             (4)  For the purpose of subsection (3), the directors may count as issued shares the voting shares that it is currently offering to its shareholders or perspective shareholders.

268/86 s43

Limitation on voting rights

     37. (1) Where on the day on which a corporation becomes a constrained share corporation the total number of voting shares of the corporation held by or on behalf of a person in the constrained class exceeds the maximum individual holdings, that person or his or her nominee may, in person or by proxy, exercise the voting rights attached to the maximum individual holdings so held on that day or on any subsequent day.

             (2)  After the total number of shares held by or on behalf of the person referred to in subsection (1) is reduced below the maximum individual holdings, he or she or his or her nominee may, in person or by proxy, exercise the voting rights attached to shares so held.

268/86 s44

Disclosing corporation

     38. (1) Except as provided in subsection 37(1), where the total number of voting shares of a constrained share corporation held by or on behalf of a person in the constrained class exceeds the maximum individual holdings, a person shall not, in person or by proxy, exercise the voting rights attached to the shares held by or on behalf of the person in the constrained class.

             (2)  Where it appears from the share register of a constrained share corporation that the total number of voting shares held by a shareholder is less than the maximum individual holdings, a proxyholder for that shareholder may vote those shares, unless the proxyholder has knowledge that the shares beneficially owned by the shareholder exceed the maximum individual holdings.

             (3)  Where, after the day on which a corporation becomes a constrained share corporation, a corporation or trust that was not a person in the constrained class becomes a person in the constrained class, the corporation or trust shall not exercise the voting rights attached to shares it holds in the constrained share corporation while it is a person in the constrained class.

268/86 s45

Disclosure of beneficial ownership

     39. (1) Subject to section 170 of the Act, the directors of a constrained share corporation may make, amend or repeal any by‑laws required to administer the constrained share provisions set out in the articles of the corporation, including by‑laws

             (a)  to require a person in whose name shares of the corporation are registered to provide a statutory declaration under the Canada Evidence Act declaring whether

                      (i)  the shareholder is the beneficial owner of the shares of the corporation or holds them for a beneficial owner,

                     (ii)  the shareholder is an associate of another shareholder, and

                    (iii)  the shareholder or beneficial owner is a resident Canadian,

and declaring any further facts that the directors consider relevant;

             (b)  to require a person seeking to have a transfer of a voting share registered in his or her name or to have a voting share issued to him or her to provide a declaration similar to the declaration a shareholder may be required to provide under paragraph (a); and

             (c)  to determine the circumstances in which declarations are required, their form and the time when they are to be provided.

             (2)  Where a person is required to provide a declaration pursuant to a by‑law made under subsection (1), the directors may refuse to register a transfer of a voting share in his or her name or to issue a voting share to him or her until that person has provided the declaration.

             (3)  In administering the constrained share provisions set out in the articles of a constrained share corporation, the directors of the corporation may rely upon

             (a)  a statement made in a declaration referred to in subsection (1) or (2); and

             (b)  the knowledge of a director, officer, employee or agent of the corporation.

             (4)  Where the directors are required to determine the total number of voting share of a constrained share corporation held by or on behalf of persons other than Canadians, the directors may rely upon the sum of

             (a)  the voting shares held by every shareholder whose latest address as shown in the share register is outside Canada; and

             (b)  the voting shares held by every shareholder whose latest address as shown in the share register is in Canada but who, to the knowledge of a director, officer, employee or agent of the corporation is not a Canadian.

             (5)  For the purpose of subsection (4), the directors may rely upon the share register of the constrained share corporation as of a date after the day on which the corporation became a constrained share corporation but that date shall not be more than 4 months before the date on which the determination is made.

268/86 s46

Prescribed laws

     40. For the purpose of paragraph 280(1)(b) of the Act

             (a)  the following laws of Canada or a province are prescribed:

                      (i)  the Air Regulations under the Aeronautics Act,

                     (ii)  the Canada Mining Regulations under the Territorial Lands Act and Public Lands Grants Act,

                    (iii)  the Canada Oil and Gas Regulations and Canada Oil and Gas Drilling Production Regulations under the Territorial Lands Act and Public Lands Grants Act,

                    (iv)  the Broadcasting Act,

                     (v)  the Northern Mineral Exploration Assistance Regulations under the Appropriation Acts,

                    (vi)  section 19 of the Income Tax Act,

                   (vii)  the Investment Companies Act, and

                  (viii)  another law of Canada or of a province with similar requirements in relation to Canadian ownership; and

             (b)  "financial intermediary" includes a bank, trust company, loan company, insurance company, investment company and a body corporate carrying on business as a securities broker, dealer or underwriter.

268/86 s47

PART VII
RULES OF PROCEDURE FOR
APPLICATIONS FOR EXEMPTION

Application

     41. This Part applies to every application for an exemption under subsections 17(2) and 146(2), sections 253 and 259, subsections 266(4), 276(2) and 297(2) of the Act and section 32 of these regulations.

268/86 s48

Form for application

     42. An application for an exemption shall be made to the registrar in the form provided for the purpose.

268/86 s49

Time for filing applications

     43. (1) An application for an exemption under

             (a)  subsections 17(2) and 297(2) of the Act shall be made before the date of issue of the certificate of continuance referred to in subsection 295(3) of the Act;

             (b)  subsection 146(2) of the Act shall be made at least 30 days before the corporation is required to comply with Part VI of the Act;

             (c)  section 253 of the Act shall be made before the date of the notice referred to in section 250 of the Act;

             (d)  section 259 of the Act shall be made at least 60 days before the documents in respect of which the exemption is requested are to be sent to the registrar;

             (e)  subsection 266(4) of the Act may be made at any time;

              (f)  subsection 276(2) of the Act may be made at any time; and

             (g)  section 32 may be made at any time.

             (2)  Notwithstanding subsection (1), the registrar may on such reasonable conditions as he or she thinks appropriate, extend the time for making an application for an exemption.

268/86 s50

Notice by registrar of decision

     44. The registrar shall, within 30 days after receipt of an application for an exemption, grant the exemption requested or send to the applicant written notice of his or her refusal together with reasons therefor.

268/86 s51

General

     45. The registrar may request that an applicant for an exemption provide him or her with further information or that another person provide him or her with information in writing that is relevant to the application.

268/86 s52

Registrar to provide information

     46. The registrar shall provide the applicant for an exemption with a copy of any information received from another person under section 44 and shall allow the applicant a reasonable opportunity to respond in writing.

268/86 s53

Where information not provided

     47. Where an applicant for an exemption or a person from whom the registrar has requested information under section 44 does not provide the information within the time specified by the registrar, the registrar may deal with the application without regard to the information.

268/86 s54

Where exemption not granted

     48. Where the registrar does not grant an exemption or send written notice of his or her refusal within the time specified in section 43, the applicant may exercise his or her rights under section 377 of the Act as if the registrar has refused the exemption.

268/86 s55

PART VIII
FEES

Fees

     49. (1) The fee in respect of the filing, examination or copying of a document or in respect of an action that the registrar is required or authorized to take under the Act shall be the fee set by the minister and shall be paid to the registrar on the filing, examination or copying of the document or before the registrar takes the action in respect of which the fee is payable.

             (2)  A fee is not payable for the issuance by the registrar of

             (a)  a certificate of amendment, if the only purpose of the amendment is to add in English or French version to a corporation's name;

             (b)  a certificate of dissolution under subsection 335(2), 337(2) or 340(3) of the Act; or

             (c)  a corrected certificate under section 395 of the Act.

             (3)  A fee is not payable by a department or agency of the Government of Canada or of a province for

             (a)  searches; or

             (b)  copies of documents under subsection 384(1) of the Act.

268/86 s56

Repeal

      50. The Corporations Regulations, Newfoundland Regulation 268/86, are repealed.