This is an official version.

Copyright 2004: Queen’s Printer,
St. John's, Newfoundland and Labrador, Canada

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Statutes of Newfoundland and Labrador 2004


CHAPTER 14

AN ACT TO AMEND THE CORPORATIONS ACT

(Assented to June 8, 2004)

Analysis

1. S.4 Amdt.
Application of Act

2. S.174 Amdt.
Residency requirement

3. S.183 Amdt.
Notice of change of directors

4. S.184 Amdt.
Meeting of directors

5. S.189 Amdt.
Delegation of director's powers

6. S.401 Amdt.
Form of filing

7. S.408 Amdt.
Annual returns

8. S.431 Amdt.
Definitions

9. S.445 Rep.
Saving for federal company

10. Commencement

Be it enacted by the Lieutenant-Governor and House of Assembly in Legislative Session convened, as follows:


RSNL1990 cC-36
as amended

1. (1) Subsection 4(1) of the Corporations Act is repealed and the following substituted:

Application of Act

4. (1) This Act, except where it is otherwise expressly provided, applies to every body corporate, whether incorporated under this Act, the former Act or an Act of Newfoundland or of the province.

(2) Subsection 4(4) of the Act is repealed and the following substituted:

(4) Notwithstanding subsection (1), this Act does not apply to a body corporate incorporated under a statute other than this Act or the former Act that the registrar determines was created for a government or municipal purpose, unless the incorporating statute expressly provides for the application of all or part of this Act.

 

2. (1) Subsection 174(1) of the Act is repealed and the following substituted:

Residency requirement

174. (1) At least 25% of the directors of a corporation shall be resident Canadians.

(2) Subsection 174(2) of the Act is repealed.

(3) Subsection 174(3) of the Act is amended by striking out the words and figures "subsections (1) and (2)" and substituting the word and figures "subsection (1)".

(4) Subsection 174(4) of the Act is amended by striking out the words and figures "Subsections (1) and (2) do" and substituting the word and figures "Subsection (1) does".

 

3. Section 183 of the Act is amended by adding immediately after subsection (2) the following:

(3) Notwithstanding subsection (1), a corporation without share capital may send to the registrar a notice of a change in its directors with the annual return, required under section 408, for the year in which the change occurs.

 

4. Subsections 184(3) and (4) of the Act are repealed and the following substituted:

(3) Directors shall not transact business at a meeting of directors unless at least 25% of directors present are resident Canadians.

(4) Notwithstanding subsection (3), directors may transact business at a meeting of directors where less than 25% of the directors present are resident Canadians, where

(a) a resident Canadian director who is unable to be present approves, in writing or by telephone or other communications facilities, the business transacted at the meeting; and

(b) at least 25% of the directors at the meeting would have been resident Canadians had that director been present at the meeting.

 

5. Subsection 189(2) of the Act is repealed and the following substituted:

(2) Where the directors of a corporation appoint a committee of directors, at least 25% of the members of the committee shall be resident Canadians.

 

6. Subsection 401(1) of the Act is repealed and the following substituted:

Form of filing

401. (1) A document sent to the registrar shall be in the form set by the registrar.

 

7. Subsection 408(1) of the Act is repealed and the following substituted:

Annual returns

408. (1) A corporation shall in each year, on the first day of the month in which the anniversary of the date of its registration, amalgamation or revival, whichever is later, occurs, forward to the registrar an annual return in the form set by the registrar and accompanied by the proper fees.

8. Paragraphs 431(1)(b) and (c) of the Act are repealed and the following substituted:

(b) "extra-provincial company" means a body corporate that is incorporated otherwise than under an Act of Newfoundland or of the province and includes a federal company;

(c) "federal company" means a body corporate that is incorporated under an Act of the Parliament of Canada including the Canada Business Corporations Act (Canada); and

 

9. Section 445 of the Act is repealed.

Commencement

10. Section 7 of this Act shall come into force on April 1, 2005.

 

 

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