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RSNL1990 CHAPTER C-36

CORPORATIONS ACT

Amended:

1992 c54 s3 (Not included here as it was rep. before being proclaimed); 1993 c53 s4; 1994 c28 s4; 1996 cR-10.1 s20; 1996 cJ-1.1 s192;
1997 c13 s11; 2001 cN-3.1 s2; 2004 c14; 2007 cS-13.01 s107;
2007 cT-9.1 s5; 2010 c31 s6

CHAPTER C-36

AN ACT TO REVISE AND REFORM THE LAW
RESPECTING CORPORATIONS

Analysis


       
1.   Short title

       
2.   Definitions

       
3.   Purposes of Act

       
4.   Application of Act

       
5.   Certain societies exempt from Act

       
6.   Prohibited associations

       
7.   Affiliated corporations

       
8.   Control of a body corporate

       
9.   Holding and subsidiary bodies corporate

     
10.   Distribution to the public

              PART I
INCORPORATION

     
11.   Power to incorporate

     
12.   Articles of incorporation

     
13.   Special majorities

     
14.   Delivery of articles

     
15.   Certificate of incorporation

     
16.   Effect of certificate

     
17.   Name of corporation

     
18.   English- French form of name

     
19.   Name in any language

     
20.   Designating number

     
21.   Prohibited names

     
22.   Directing change of name

     
23.   Name of continued corporation

     
24.   Revoking name

     
25.   Certificate of amendment of name

     
26.   Pre-incorporation contracts

              PART II
CAPACITY AND POWERS

     
27.   Corporate capacity

     
28.   Restricted business

     
29.   Effect of restricted acts

     
30.   No constructive notice

     
31.   Assertions of corporate incapacity

     
32.   Corporate seal

              PART III
REGISTERED OFFICE AND RECORDS

     
33.   Registered office

     
34.   Notice of registered office

     
35.   Displaying name of corporation

     
36.   Corporate records

     
37.   Director's records

     
38.   Accounting records out of province

     
39.   Records of continued corporation

     
40.   Form of records

     
41.   Duty of care: records

     
42.   Access to corporate records

     
43.   Basic shareholder lists

     
44.   Share options list

     
45.   Use of shareholder list

              PART IV
CORPORATE FINANCE

     
46.   Shares

     
47.   One class of shares

     
48.   Classes of shares

     
49.   How shares issued

     
50.   Consideration for shares

     
51.   Shares non- assessable

     
52.   Stated capital accounts

     
53.   Open-end mutual funds

     
54.   Shares in series

     
55.   Pre-emptive rights

     
56.   Instruments evidencing rights

     
57.   When shares issued

     
58.   Corporation's own shares

     
59.   Holding own shares

     
60.   Exception relating to Canadian ownership

     
61.   Voting shares

     
62.   Acquiring own shares

     
63.   Other acquisition

     
64.   Redemption of shares

     
65.   Donated shares

     
66.   Voting own shares

     
67.   Reduction of stated capital

     
68.   Stated capital account adjustment

     
69.   Cancellation, etc. of own shares

     
70.   Presumption against acquisition

     
71.   Exception

     
72.   Change of shares

     
73.   Redemption of debt obligations, etc.

     
74.   Contract to purchase own shares

     
75.   Commission for sale of shares

     
76.   When dividends prohibited

     
77.   Payment of dividends

     
78.   Illicit loans

     
79.   Permitted loans

     
80.   Enforceability of illicit loan

     
81.   Shareholder immunity

     
82.   Lien on shares

              PART V
SALE OF CONSTRAINED SHARES

     
83.   Sale of constrained shares by corporation

     
84.   Proceeds of sale to be trust fund

              PART VI
SECURITY CERTIFICATES, REGISTERS AND TRANSFERS

     
85.   Transfers of securities

     
86.   Rep. by 2007 cS-13.01 s107

     
87.   Security certificates

     
88.   Contents of share certificate

     
89.   Rep. by 2007 cS-13.01 s107

     
90.   Notation of constraint and failure to note

     
91.   Restriction on share transfer

     
92.   Particulars of class

     
93.   Fractional shares

     
94.   Fractional share rights

     
95.   Scrip certificate rights

     
96.   Securities records

     
97.   Securities registers

     
98.   Place of registers

     
99.   Effect of registration

   
100.   Branch register

   
101.   Destruction of certificates

   
102.   Dealings with registered holder

   
103.   No duty to 3rd person

   
104.   Infants

   
105.   Joint holders

   
106.   Transmission of securities

   
107.   Overissue

   
108.   Rep. by 2007 cS-13.01 s107

   
109.   Rep. by 2007 cS-13.01 s107

   
110.   Rep. by 2007 cS-13.01 s107

   
111.   Rep. by 2007 cS-13.01 s107

   
112.   Rep. by 2007 cS-13.01 s107

   
113.   Rep. by 2007 cS-13.01 s107

   
114.   Rep. by 2007 cS-13.01 s107

   
115.   Rep. by 2007 cS-13.01 s107

   
116.   Rep. by 2007 cS-13.01 s107

   
117.   Rep. by 2007 cS-13.01 s107

   
118.   Rep. by 2007 cS-13.01 s107

   
119.   Rep. by 2007 cS-13.01 s107

   
120.   Rep. by 2007 cS-13.01 s107

   
121.   Rep. by 2007 cS-13.01 s107

   
122.   Rep. by 2007 cS-13.01 s107

   
123.   Rep. by 2007 cS-13.01 s107

   
124.   Rep. by 2007 cS-13.01 s107

   
125.   Rep. by 2007 cS-13.01 s107

   
126.   Rep. by 2007 cS-13.01 s107

   
127.   Rep. by 2007 cS-13.01 s107

   
128.   Rep. by 2007 cS-13.01 s107

   
129.   Rep. by 2007 cS-13.01 s107

   
130.   Rep. by 2007 cS-13.01 s107

   
131.   Rep. by 2007 cS-13.01 s107

   
132.   Rep. by 2007 cS-13.01 s107

   
133.   Rep. by 2007 cS-13.01 s107

   
134.   Rep. by 1996 cJ-1.1 s192

   
135.   Rep. by 2007 cS-13.01 s107

   
136.   Rep. by 2007 cS-13.01 s107

   
137.   Rep. by 2007 cS-13.01 s107

   
138.   Rep. by 2007 cS-13.01 s107

   
139.   Rep. by 2007 cS-13.01 s107

   
140.   Rep. by 2007 cS-13.01 s107

   
141.   Rep. by 2007 cS-13.01 s107

   
142.   Rep. by 2007 cS-13.01 s107

   
143.   Rep. by 2007 cS-13.01 s107

   
144.   Rep. by 2007 cS-13.01 s107

              PART VII
TRUST INDENTURES

   
145.   Definitions

   
146.   Application of Part

   
147.   Conflict of interest

   
148.   Qualification of trustee

   
149.   List of security holders

   
150.   Evidence of compliance

   
151.   Contents of declaration

   
152.   Further evidence of compliance

   
153.   Evidence of compliance upon demand of trustee

   
154.   Certificate of compliance

   
155.   Notice of default

   
156.   Duty of care of trustee

   
157.   Reliance on statement

   
158.   No exculpation

              PART VIII
RECEIVERS AND RECEIVER-MANAGERS

   
159.   Functions of receiver

   
160.   Functions of receiver- manager

   
161.   Directors' powers cease

   
162.   Duty under court order

   
163.   Duty under instrument

   
164.   Duty of care

   
165.   Directions by court

   
166.   Duties of receiver

              PART IX
DIRECTORS AND OFFICERS

   
167.   Duty to manage

   
168.   Number of directors

   
169.   Restrictions

   
170.   Directors' amendments of by-laws

   
171.   Organization meeting

   
172.   Persons disqualified as directors

   
173.   Share qualification

   
174.   Residency requirement

   
175.   Notice of directors and term of office

   
176.   Cumulative voting

   
177.   Directors leave office

   
178.   Resignation of director

   
179.   Removal of directors, etc.

   
180.   Director's rights re shareholders

   
181.   Filling vacancy among directors

   
182.   Changing number of directors

   
183.   Notice of change of directors

   
184.   Meeting of directors

   
185.   Notice of meeting of directors

   
186.   Notice of adjourned meeting

   
187.   One director meeting

   
188.   Meeting by telephone

   
189.   Delegation of director's powers

   
190.   Validity of acts

   
191.   Resolution instead of meeting

   
192.   Directors' liability for share issue

   
193.   Other directors' liabilities

   
194.   Contributions from other directors

   
195.   Recovery by directors

   
196.   Defence to liability of directors

   
197.   Time limited for action

   
198.   Interest in contract by director

   
199.   Continuing disclosure

   
200.   Avoidance standards

   
201.   Setting contract aside

   
202.   Appointment of officers

   
203.   Duties of directors and officers

   
204.   Dissent to acts of other directors

   
205.   Indemnification by corporation

   
206.   Indemnification in derivative actions

   
207.   Right to indemnify

   
208.   Directors' and officers' insurance

   
209.   Court approval of indemnity

   
210.   Remuneration of directors, etc.

              PART X
INSIDER TRADING

   
211.   Definition of "insider"

   
212.   Presumed insider

   
213.   Liability of insider

   
214.   Time limited on action

              PART XI
SHAREHOLDERS

   
215.   Meeting in province

   
216.   Meetings outside province

   
217.   Calling meetings

   
218.   Record date

   
219.   Statutory record date

   
220.   Notice of record date

   
221.   Notice of meetings

   
222.   Special business

   
223.   Waiver of notice of meeting

   
224.   Shareholder "proposals"

   
225.   Proposal in management proxy circular

   
226.   Nomination for director in proposal

   
227.   Non-compliance with s.225

   
228.   Immunity re proposal

   
229.   Notice of refusal

   
230.   Right to restrain meeting

   
231.   Right to omit proposal

   
232.   Registrar entitled to notice

   
233.   Shareholder list and effect

   
234.   Right to examine list

   
235.   Quorum at meeting

   
236.   Right to vote

   
237.   Representative voting

   
238.   Joint shareholders voting

   
239.   Voting method

   
240.   Resolution instead of meeting

   
241.   Requisition of meeting by shareholders

   
242.   Meeting called by court

   
243.   Court review of election or appointment

   
244.   Pooling agreement on voting

   
245.   Unanimous shareholder agreement

              PART XII
PROXIES

   
246.   Definitions

   
247.   Appointing proxyholders

   
248.   Revocation of proxy

   
249.   Deposit of proxies

   
250.   Mandatory solicitation

   
251.   Soliciting proxies

   
252.   Documents to be sent registrar

   
253.   Exemption order

   
254.   Attendance at meeting

   
255.   Duty of non- beneficial owner

   
256.   Prohibition governs

   
257.   Restraining order

              PART XIII
FINANCIAL DISCLOSURE

   
258.   Annual financial statements

   
259.   Exemption

   
260.   Consolidated statements

   
261.   Approval of financial statements

   
262.   Copies to shareholders

   
263.   Copies to registrar

   
264.   Disqualification of auditor

   
265.   Appointment of auditor

   
266.   Dispensing with auditor

   
267.   When auditor leaves office

   
268.   Removal of auditor

   
269.   Filling vacancy of auditor

   
270.   Court appointed auditor

   
271.   Auditor's right to attend meeting

   
272.   Duty of auditor to attend meeting

   
273.   Auditor shall submit statement

   
274.   Examination by auditor and report

   
275.   Right to information

   
276.   Audit committee

   
277.   Errors in financial statements

   
278.   Auditor's privilege re defamation

              PART XIV
FUNDAMENTAL CHANGES

   
279.   Amending articles

   
280.   Constraints on share transfers

   
281.   Regulations re constrained share corporations

   
282.   Validity of acts

   
283.   Proposal to amend articles

   
284.   Class vote on proposal

   
285.   Delivery of articles

   
286.   Certificate of amendment

   
287.   Restated articles

   
288.   Corporate amalgamations

   
289.   Amalgamation agreement

   
290.   Shareholder approval

   
291.   Vertical short-form amalgamation

   
292.   Horizontal short-form amalgamation

   
293.   Articles of amalgamation

   
294.   Certificate of amalgamation

   
295.   Continuing imported corporation

   
296.   Certificate of continuance

   
297.   Rights preserved on continuation

   
298.   Shares on continuation

   
299.   Exporting corporation

   
300.   Prior approval required

   
301.   Certificate of discontinuance

   
302.   Directors' borrowing powers

   
303.   Extraordinary sale

   
304.   Shareholders right to dissent

   
305.   Demand payment by dissenter

   
306.   Suspension of rights

   
307.   Offer to pay

   
308.   Application to court

   
309.   Procedure

   
310.   Powers of court

   
311.   Interest

   
312.   Notice

   
313.   Prohibition against payment

   
314.   Court ordered reorganization

   
315.   Arrangements

              PART XV
DISSENTING OFFEREES

   
316.   Definitions

   
317.   Offeror's right to acquire shares

   
318.   Notice to dissenting offeree

   
319.   Takeover bid notice

   
320.   Delivery of share certificate

   
321.   Payment for shares

   
322.   Money in trust

   
323.   Duty of offeree- corporation

   
324.   Fixing of fair values

   
325.   Venue

   
326.   No security for losses

   
327.   Dissenting offerees as parties

   
328.   Powers of court

   
329.   Additional powers of court

              PART XVI
LIQUIDATION AND DISSOLUTION

   
330.   Application of Part

   
331.   Revival application

   
332.   Dissolution if no shares

   
333.   Dissolution if no property

   
334.   Dissolution where property disposed of

   
335.   Articles of dissolution and effect

   
336.   Proposing liquidation and dissolution

   
337.   Certificate of intent to dissolve

   
338.   Liquidation under supervision of court

   
339.   Revocation of intent to dissolve

   
340.   Articles of dissolution

   
341.   Dissolution by registrar

   
342.   Dissolution by court

   
343.   Further grounds

   
344.   Court supervision

   
345.   Application to court

   
346.   Powers of court

   
347.   Commencement of court order

   
348.   Effect of court order

   
349.   Appointment of liquidator

   
350.   Duties of liquidator

   
351.   Powers of liquidator

   
352.   Final accounts and dissolution

   
353.   Right to distribution in money

   
354.   Custody of records

   
355.   Continuation of actions after dissolution

   
356.   Unknown claimants

   
357.   Vesting of property in Crown

   
358.   Property automatically revests

              PART XVII
INVESTIGATION

   
359.   Investigation ordered

   
360.   Court powers on investigation

   
361.   Power of inspector

   
362.   Hearing

   
363.   Criminating statements

   
364.   Absolute privilege

   
365.   Information respecting ownership

   
366.   Solicitor-client privilege

   
367.   Inquiries

              PART XVIII
CIVIL REMEDIES

   
368.   Definitions

   
369.   Derivative action

   
370.   Powers of court

   
371.   Rectifying oppression

   
372.   Staying or dismissing action

   
373.   Costs

   
374.   Rectification of corporate records

   
375.   Applications for directions

   
376.   Notice of refusal by registrar

   
377.   Appeal from registrar's decision

   
378.   Restraining or compliance order

   
379.   Summary application to court

   
380.   Appeal

              PART XIX
GENERAL AND ADMINISTRATION

   
381.   Appointment of registrar

   
382.   Service upon registrar

   
383.   Register of companies

   
384.   Inspection of documents

   
385.   Notice to directors and shareholders

   
386.   Presumption of receipt

   
387.   Undelivered notices

   
388.   Waiver of notice

   
389.   Certificate by corporation

   
390.   Evidentiary value of documents

   
391.   Security certificate

   
392.   Copies

   
393.   Execution and filing of articles

   
394.   Alteration of document

   
395.   Correction of certificates

   
396.   Proof of documents

   
397.   Obligation to provide records

   
398.   Retention of records

   
399.   Certificate of registrar

   
400.   Power to refuse documents

   
401.   Form of filing

   
402.   Service on corporation

   
403.   Reservation of name

   
404.   Prohibited name

   
405.   Power to refuse name

   
406.   Name on amalgamation

   
407.   Name as condition of revival

   
408.   Annual returns

   
409.   Regulations

 
409.1   Fees and forms

              PART XX
CONTINUATION OF FORMER-ACT
COMPANIES

   
410.   Rep. by 1996 cR-10.1 s20

   
411.   Rep. by 1996 cR-10.1 s20

   
412.   Rep. by 1996 cR-10.1 s20

   
413.   Rep. by 1996 cR-10.1 s20

   
414.   Rep. by 1996 cR-10.1 s20

   
415.   Rep. by 1996 cR-10.1 s20

   
416.   Rep. by 1996 cR-10.1 s20

   
417.   Rep. by 1996 cR-10.1 s20

              PART XXI
CORPORATIONS WITHOUT SHARE
CAPITAL

   
418.   Application of Part

   
419.   Definitions

   
420.   Restriction under this Part

   
421.   Form of articles

   
422.   Directors

   
423.   Use of "incorporated", etc.

   
424.   Number and classes of members

   
425.   Admission to membership

   
426.   Voting by members

   
427.   Transferability of interest

   
428.   Power to make by-laws re members

   
429.   By-laws re groups and delegates

   
430.   Disposition of property on dissolution

              PART XXII
REGISTRATION OF INCORPORATED
COMPANIES

   
431.   Definitions

   
432.   Not applicable to co-operatives

   
433.   Requirement for registration

   
434.   Manner of registering

   
435.   Registration of extra-provincial company

   
436.   Restricting activities

   
437.   Amalgamated foreign company

   
438.   Requirements to register

   
439.   Document not in English

   
440.   Power of attorney

   
441.   Failure of power

   
442.   Capacity of attorney

   
443.   Certificate of registration

   
444.   Effect of registration

   
445.   Rep. by 2004 c14 s9

   
446.   Suspension or revocation

   
447.   Cancellation of registration

   
448.   Revival of registration

   
449.   Authorization of previous activities

   
450.   Displaying name of company

   
451.   Change of name, etc.

   
452.   Incapacity of unregistered company

   
453.   Resumption of action upon registration

   
454.   Registration, etc. fees

   
455.   Application of other Parts

              PART XXIII
INSURANCE CORPORATIONS

   
456.   Interpretation

   
457.   Application of Part

   
458.   Approval of Superintendent of Insurance

   
459.   Filing of by-law

   
460.   Incorporation restricted

   
461.   Dissolution of incorporated insurer

   
462.   Application

   
463.   Incorporation

   
464.   Notice of application

   
465.   Capital requirements

   
466.   Subscribed capital

   
467.   Application

   
468.   Incorporation of mutual companies

   
469.   Name

   
470.   Subscription book

   
471.   First meeting

   
472.   Directors, etc.

   
473.   Application for incorporation

   
474.   Members

   
475.   Withdrawal from mutual

   
476.   Effect of cash plan insurance

   
477.   Voting

   
478.   Vote where 2 or more persons

   
479.   Vote of trustee member

   
480.   Quorum

   
481.   Persons eligible as directors

   
482.   Treasurer

   
483.   Meeting of directors

   
484.   Assets

   
485.   Establishment of branches

   
486.   Rates

   
487.   Liability of branch members

   
488.   Expenses divided

   
489.   Application

   
490.   Incorporation

   
491.   Investments

   
492.   Limit on benefits

   
493.   Borrowing power

   
494.   Treasurer

   
495.   Disputes

              PART XXIV
TRUST, LOAN AND INVESTMENT
CORPORATIONS

   
496.   Application

   
497.   Approval required

   
498.   Prohibition

   
499.   Appeal

              PART XXV
OFFENCES AND PENALTIES

   
500.   Name of corporation

   
501.   Abusing corporate designation

   
502.   Failure to protect records

   
503.   Misuse of shareholders lists

   
504.   Offences with respect to reports

   
505.   Misuse of security holders lists

   
506.   Failure to send proxy form

   
507.   Unlawfully soliciting proxies

   
508.   Failure to comply with proxy directions

   
509.   Default of registrant to vote shares

   
510.   Failure to send financial statement

   
511.   Failure to send financial documents to registrar

   
512.   Default of auditor

   
513.   Director's default re financial errors

   
514.   Failure to produce records

   
515.   Failure to report on ownership

   
516.   General offences and penalty

   
517.   Order to comply

   
518.   Time limited for proceedings

   
519.   Civil remedy not affected


Short title

        1. This Act may be cited as the Corporations Act.

1986 c12 s1

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Definitions

        2. In this Act

             (a)  "affairs" means the relationship among a corporation, its affiliates and the shareholders, directors and officers of bodies corporate, but does not include business activities carried on by the bodies corporate;

             (b)  "affiliate" means an affiliated body within the meaning of section 7;

             (c)  "articles" means

                      (i)  the original or restated articles of incorporation, articles of amendment, articles of amalgamation, articles of continuance, articles of reorganization, articles of dissolution and articles of revival, and

                     (ii)  a statute, letters patent, a memorandum of association, certificate of incorporation, or other constating instrument evidencing the corporate existence of a body corporate continued as a corporation under this Act;

             (d)  "associate" where used to indicate a relationship with a person means

                      (i)  a body corporate of which that person beneficially owns or controls, directly or indirectly, shares or other securities currently convertible into shares, that carry more than 10% of the voting rights

                            (A)  under all circumstances,

                            (B)  because of the occurrence of an event that has occurred and is continuing, or

                            (C)  because of a currently exercisable option or right to purchase those shares or those convertible securities,

                     (ii)  a partner of that person acting on behalf of the partnership of which they are partners,

                    (iii)  a trust or estate in which that person has a substantial beneficial interest or in respect of which he or she serves as a trustee or in a similar capacity,

                    (iv)  a spouse or child of that person, or

                     (v)  a relative of that person or of his or her spouse where that relative has the same residence as that person;

             (e)  "auditor" includes a partnership of auditors;

              (f)  "beneficial interest" or "beneficial ownership" includes ownership through a trustee, legal representative, agent or other intermediary;

             (g)  "body corporate" includes an incorporated company or other body corporate however or wherever incorporated, other than a corporation sole;

             (h)  "constating instrument" includes a statute other than The Companies Act, letters patent, a memorandum of association, articles of association, certificate of incorporation, certificate of continuance, by-laws, regulations or other instrument by which a body corporate is incorporated or continued or that governs or regulates the affairs of a body corporate;

              (i)  "corporation" means a body corporate incorporated or continued under this Act;

              (j)  "court" means the Trial Division or a judge of the Trial Division;

             (k)  "debt obligation" means a bond, debenture, note or other evidence of indebtedness or guarantee of a corporation whether secured or unsecured;

              (l)  "director" in relation to a body corporate means a person occupying in a body corporate the position of director by whatever name that person is called and "directors" and "board of directors" includes a single director;

            (m)  "distributing corporation" means a corporation any of the issued shares of which are part of a distribution to the public, remain outstanding and are held by more than 1 person;

             (n)  "former Act" refers to Chapter 10 of the Statutes of Newfoundland, 1899, as amended, consolidated and revised since July 19, 1899 and as contained, immediately before January 1, 1987, in The Companies Act, being Chapter 54 of The Revised Statutes of Newfoundland, 1970, as amended;

             (o)  "former-Act company" means a body corporate

                      (i)  that was incorporated under Part I of the former Act,

                     (ii)  registered as a company under Part V of the former Act, or

                    (iii)  registered as a company under section 242 of The Companies Act, 1899, being Chapter 10 of the Statutes of Newfoundland, 1899;

             (p)  "incorporator" means a person who signs articles of incorporation;

             (q)  "individual" means a natural person;

              (r)  "liability" in respect of a corporation includes a debt of the corporation that arises under

                      (i)  section 74,

                     (ii)  subsection 312(2), or

                    (iii)  paragraph 371(3)(f) or (g);

             (s)  "minister" means the member of the Executive Council charged with the administration of this Act;

              (t)  "ordinary resolution" means a resolution passed by a majority of the votes cast by the shareholders who voted in respect of that resolution;

             (u)  "person" includes an individual, body corporate, partnership, association and a trustee, executor, administrator or legal representative of a person;

             (v)  "prescribed", except when used with reference to fees and forms, means prescribed by the regulations;

          (v.1)  "prescribed fee", "prescribed fees" or "prescribed form" means the fee or fees set by the minister, or the form approved by the minister, for the purpose of this Act;

            (w)  "redeemable share" means a share issued by a corporation

                      (i)  that the corporation may purchase or redeem upon demand of the corporation, or

                     (ii)  that the corporation is required by its articles to purchase or redeem at a specified time or upon demand of a shareholder;

         (w.1)  "registered form" means registered form as defined in the Securities Transfer Act ;

             (x)  "registrar" means the Registrar of Companies established under this Act and includes the registrar's deputies appointed in the manner provided by law;

             (y)  "resident Canadian" means an individual who is

                      (i)  a Canadian citizen ordinarily resident in Canada ,

                     (ii)  a Canadian citizen not ordinarily resident in Canada who is a member of a prescribed class of persons, or

                    (iii)  a permanent resident within the meaning of the Immigration Act (Canada) and ordinarily resident in Canada, except a permanent resident who has been ordinarily resident in Canada for more than 1 year after the time at which he or she first became eligible to apply for Canadian citizenship;

             (z)  "security" means a share of a class or series of shares of a corporation or a debt obligation of a corporation and includes a certificate evidencing a share or debt obligation;

           (aa)  "security interest" means an interest in or charge upon the property of a corporation by way of mortgage, lien, pledge or otherwise and taken by a creditor to secure payment of an obligation of the corporation;

          (bb)  "send" includes deliver;

           (cc)  "series" in relation to shares means a division of a class of shares;

          (dd)  "shareholder" includes a member of a corporation to which Part XXI applies except where inconsistent with that Part;

           (ee)  "special resolution" means a resolution

                      (i)  passed by a majority of not less than 2/3 of the votes cast by the shareholders who voted in respect of that resolution, or

                     (ii)  signed by all the shareholders entitled to vote on that resolution; and

            (ff)  "unanimous shareholder agreement" means an agreement described in section 245.

1986 c12 s2; 1987 c38 s1 & Sch A; 1996 cR-10.1 s20; 2007 cS-13.01 s107

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Purposes of Act

        3. The purposes of this Act are

             (a)  to revise and reform the law under which corporations are to be incorporated and governed within the province;

             (b)  to require companies incorporated or registered under the former Act to be continued under this Act;

             (c)  to provide for the registration of bodies corporate incorporated within the province by special Act;

             (d)  to provide for the registration of bodies corporate carrying on business or other activities within the province that are incorporated under the laws of another jurisdiction; and

             (e)  to encourage the promotion of uniformity in company law in Canada to the extent compatible with the public interest.

1986 c12 s6

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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)  Notwithstanding subsection (1), when a provision of Part XXI is inconsistent with or repugnant to another provision of this Act, the provision of that Part, in so far as it affects a body corporate to which this Act applies, prevails over the other provisions of this Act.

             (3)  Notwithstanding subsection (1), when it is expressly provided in this Act that a Part applies to a particular type or class of body corporate, that Part shall prevail over the other provisions of this Act.

             (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.

1986 c12 s7; 1987 c38 s2; 2001 cN-3.1 s2; 2004 c14 s1

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Certain societies exempt from Act

        5. Notwithstanding subsection 4(1), this Act does not apply to a body corporate incorporated or registered under the Agricultural Societies Act or the Co-operative Societies Act except to the extent that those Acts make this Act apply to it.

1986 c12 s7(5)

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Prohibited associations

        6. A company, association, society or partnership consisting of more than 20 persons may not be formed for the purpose of carrying on an activity that has for its object the acquisition of gain by the company, association or partnership, or by the individual members of the company, association or partnership, unless it is incorporated under this Act or is formed under some other Act of the Legislature.

1986 c12 s9; 1987 c38 Sch A

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Affiliated corporations

        7. (1) One body corporate is affiliated with another body corporate where 1 of them is the subsidiary of the other or both are subsidiaries of the same body corporate or each of them is controlled by the same person.

             (2)  Where 2 bodies corporate are affiliated with the same body corporate at the same time, they are affiliated with each other.

1986 c12 s10

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Control of a body corporate

        8. A body corporate is controlled by a person where shares of the body corporate carrying voting rights sufficient to elect a majority of the directors of the body corporate are held, directly or indirectly, except by way of security only, by or on behalf of that person.

1986 c12 s11

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Holding and subsidiary bodies corporate

        9. (1) A body corporate is the holding body corporate of another where that other body corporate is its subsidiary.

             (2)  A body corporate is a subsidiary of another body corporate where it is controlled by that other body corporate.

1986 c12 s12

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Distribution to the public

      10. (1) A security of a body corporate is part of a distribution to the public, where in respect of the security

             (a)  there has been a filing of a prospectus, statement of material facts, registration statement, securities exchange takeover bid circular or similar document under the laws of this province or another jurisdiction within or outside Canada; or

             (b)  the security is listed for trading on a stock exchange wherever situated.

             (2)  A security of a body corporate is considered to be part of a distribution to the public where the security has been issued and a filing referred to in paragraph (1)(a) would be required if the security were being issued currently.

             (3)  The securities of a corporation that are issued upon a conversion of other securities or in exchange for other securities are securities that are considered to be part of the original distribution to the public if any of those others were part of a distribution to the public.

1986 c12 s13; 1987 c38 Sch A

PART I
INCORPORATION

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Power to incorporate

      11. (1) One or more individuals or 1 or more bodies corporate may incorporate a corporation by signing and sending articles of incorporation to the registrar.

             (2)  Notwithstanding subsection (1), an individual may not incorporate a corporation who

             (a)  is less than 19 years of age;

             (b)  is a mentally incompetent person and has been so found by a tribunal in Canada or elsewhere; or

             (c)  has the status of a bankrupt.

1986 c12 s14

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Articles of incorporation

      12. (1) Articles of incorporation shall follow the prescribed form and shall set out, in respect of the proposed corporation,

             (a)  the name of the corporation;

             (b)  the place in the province and the address including street name and number where the registered office is to be situated;

             (c)  the classes and any maximum number of shares that the corporation is authorized to issue and

                      (i)  where there will be 2 or more classes of shares, the rights, privileges, restrictions and conditions attaching to each class of shares, and

                     (ii)  where any class of shares may be issued in series, the authority given to the directors to fix the number of shares in, and to determine the designation of, and the rights, privileges, restrictions and conditions attaching to, the shares of each series;

             (d)  where the right to transfer shares of the corporation is to be restricted, a statement that the right to transfer shares is restricted and the nature of the restrictions;

             (e)  the number of directors or, where required by paragraph 176(a), the minimum and maximum number of directors of the corporation; and

              (f)  a restriction on the business that the corporation may carry on.

             (2)  The articles may set out provisions permitted by this Act or by law to be set out in the by-laws of the corporation.

1986 c12 s15; 1987 c38 Sch A; 1997 c13 s11

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Special majorities

      13. (1) Where the articles or a unanimous shareholder agreement require a greater number of votes of directors or shareholders than that required by this Act to effect an action, the provisions of the articles or of the unanimous shareholder agreement prevail.

             (2)  Notwithstanding subsection (1), the articles may not require a greater number of votes of shareholders to remove a director than the number specified in section 179.

1986 c12 s16

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Delivery of articles

      14. An incorporator shall send to the registrar with the articles of incorporation the documents required by sections 34 and 175.

1986 c12 s17

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Certificate of incorporation

      15. Upon receipt of articles of incorporation, the registrar shall issue a certificate of incorporation in accordance with section 393.

1986 c12 s18

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Effect of certificate

      16. A corporation comes into existence on the date shown in the certificate of incorporation.

1986 c12 s19

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Name of corporation

      17. (1) The word "Limited", "Limitee", "Incorporated", "Incorporee" or "Corporation" or the abbreviation "Ltd.", "Ltee", "Inc." or "Corp." shall be part of the name of every corporation but a corporation may use and may be legally designated by either the full or the abbreviated form.

             (2)  The registrar may exempt a body corporate continued as a corporation under this Act from subsection (1).

1986 c12 s20

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English- French form of name

      18. A corporation may set out its name in its articles in an English form, a French form, an English form and a French form or in a combined English and French form, and the corporation may use and may be legally designated by that form.

1986 c12 s21

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Name in any language

      19. A corporation may set out its name in its articles in any language form and it may use and may be legally designated by that form.

1986 c12 s22

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Designating number

      20. Where requested to do so by the incorporators or a corporation, the registrar shall assign to the corporation as its name a designating number determined by the registrar.

1986 c12 s23

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Prohibited names

      21. Notwithstanding sections 18 and 19, a corporation shall not be incorporated with or have a name

             (a)  that is prohibited or refused under sections 404 to 407; or

             (b)  that is reserved for another corporation or intended corporation under section 403.

1986 c12 s24

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Directing change of name

      22. Where through inadvertence or otherwise a corporation

             (a)  comes into existence or is continued with a name that contravenes section 21; or

             (b)  upon an application to change its name, is granted a name that contravenes this section,

the registrar may direct the corporation to change its name in accordance with section 279.

1986 c12 s25; 1987 c38 Sch A

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Name of continued corporation

      23. (1) Notwithstanding sections 21 and 22, a corporation that is continued under this Act is entitled to be continued with the name it had before that continuance unless that name is identical with or confusingly similar to the name of an existing body corporate.

             (2)  Where a corporation described in subsection (1) has a designating number as its name, the registrar may direct the corporation to change its name to a name other than a designating number in accordance with section 279.

1986 c12 s26; 1987 c38 s3

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Revoking name

      24. Where a corporation has been directed under section 22 or 23 to change its name and has not within 60 days from the service of the directive to that effect changed its name to a name that complies with this Act, the registrar may revoke the name of the corporation and assign to it a name, and, until changed in accordance with section 279, the name of the corporation is afterward the name so assigned.

1986 c12 s27

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Certificate of amendment of name

      25. (1) Where a corporation has had its name revoked and a name assigned to it under section 24, the registrar shall issue a certificate of amendment showing the new name of the corporation and shall immediately give notice of the change of name in the Gazette.

             (2)  The articles of incorporation are amended accordingly on the date shown in the certificate of amendment.

1986 c12 s28

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Pre-incorporation contracts

      26. (1) A person who enters into a written contract in the name of or on behalf of a corporation before it comes into existence is personally bound by the contract and is entitled to the benefits of it.

             (2)  A corporation may, within a reasonable time after it comes into existence, by an action or conduct signifying its intention to be bound by it, adopt a written contract made before it came into existence in its name or on its behalf, and, upon that adoption,

             (a)  the corporation is bound by the contract and is entitled to the benefits of it as if the corporation had been in existence at the date of the contract and had been a party to the contract; and

             (b)  a person who purported to act in the name of or on behalf of the corporation stops, except as provided in subsection (3), being bound by or entitled to the benefits of the contract.

             (3)  Except as provided in subsection (5), whether or not a written contract made before the coming into existence of a corporation is adopted by the corporation, a party to the contract may apply to a court for an order fixing obligations under the contract as joint or joint and individual or apportioning liability between or among the corporation and a person who purported to act in the name of or on behalf of the corporation.

             (4)  Upon an application made under subsection (3) the court may make an order it thinks appropriate.

             (5)  Where expressly so provided in the written contract, a person who purported to act in the name of or on behalf of the corporation before it came into existence is not bound by the contract or entitled to the benefits of it.

1986 c12 s29

PART II
CAPACITY AND POWERS

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Corporate capacity

      27. (1) A corporation has the capacity, and the rights, powers and privileges of a natural person.

             (2)  A corporation has the capacity to carry on its business, conduct its affairs and exercise its powers in another jurisdiction to the extent that the laws of that jurisdiction permit.

             (3)  It is not necessary for a by-law to be passed in order to confer a particular power on a corporation or its directors.

1986 c12 s30

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Restricted business

      28. A corporation shall not carry on a business or exercise a power that it is restricted by its articles from carrying on or exercising, nor shall a corporation exercise its powers in a manner contrary to its articles.

1986 c12 s31

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Effect of restricted acts

      29. An act of a corporation, including a transfer of property to or by a corporation, is not invalid by reason only that the act or transfer is contrary to its articles or this Act.

1986 c12 s32

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No constructive notice

      30. A person is not affected by or considered to have notice or knowledge of the contents of a document concerning a corporation by reason only that the document has been filed with the registrar or is available for inspection at an office of the corporation.

1986 c12 s33

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Assertions of corporate incapacity

      31. A corporation, or a guarantor of an obligation of a corporation, may not assert against a person dealing with the corporation or with a person who has acquired rights from the corporation

             (a)  that the articles, by-laws and a unanimous shareholder agreement have not been complied with;

             (b)  that the persons named in the most recent notice sent to the registrar under section 175 or 183 are not the directors of the corporation;

             (c)  that the place named in the most recent notice sent to the registrar under section 34 is not the registered office of the corporation;

             (d)  that a person held out by a corporation as a director, an officer or an agent of the corporation has not been properly appointed or has no authority to exercise the powers and perform the duties that are customary in the business of the corporation or usual for that director, officer or agent;

             (e)  that a document issued by a director, officer or agent of a corporation with actual or usual authority to issue the document is not valid or not genuine; or

              (f)  that the financial assistance referred to in section 78 or the sale, lease or exchange of property referred to in section 303 was not authorized,

except where that person has, or ought to have by virtue of his or her position with or relationship to the corporation, knowledge to the contrary.

1986 c12 s34

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Corporate seal

      32. An instrument or agreement executed on behalf of a corporation by a director, an officer or an agent of the corporation is not invalid merely because a corporate seal is not placed on it.

1986 c12 s35

PART III
REGISTERED OFFICE AND RECORDS

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Registered office

      33. (1) A corporation shall have a registered office in the province in the place specified in its articles.

             (2)  The directors of a corporation may change the address of the registered office within the place in the province specified in the articles.

1986 c12 s36

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Notice of registered office

      34. (1) A notice of registered office in prescribed form shall be sent to the registrar together with articles that designate or change the place in the province in which the registered office of the corporation is to be situated.

             (2)  A corporation shall send to the registrar, within 15 days of a change of address of its registered office, a notice in prescribed form, which the registrar shall file.

             (3)  Where the location of a registered office of a corporation is changed by reason of the annexation or amalgamation of the place in which the registered office is situated, to or with another municipality, that change does not constitute a change within the meaning of subsection (1).

1986 c12 s37; 1993 c53 s4

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Displaying name of corporation

      35. (1) A corporation carrying on an undertaking in the province shall, in a conspicuous place and in easily legible letters, paint or affix, and keep painted or affixed, its name on the outside of its head office in the province.

             (2)  A corporation carrying on an undertaking in the province shall, in the transaction of its undertaking within the province, have its name mentioned in legible characters in

             (a)  all contracts, bills of exchange, promissory notes, endorsements, cheques and orders for money or goods purporting to be signed by or on behalf of the corporation; and

             (b)  all bills of parcels, invoices, receipts and letters of credit of the corporation.

1987 c38 s4

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Corporate records

      36. A corporation shall prepare and maintain, at its registered office or at another place in the province designated by the directors, records containing

             (a)  the articles and the by-laws, and all amendments to the articles and the by-laws, and a copy of a unanimous shareholder agreement;

             (b)  minutes of meetings and resolutions of shareholders;

             (c)  copies of all notices required by section 175 or 183; and

             (d)  a securities register complying with section 96.

1986 c12 s38

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Director's records

      37. (1) In addition to the records described in section 36, a corporation shall prepare and maintain adequate accounting records and records containing minutes of meetings and resolutions of the directors and a committee of directors.

             (2)  The records described in subsection (1) shall be kept at the registered office of the corporation or at another place in the province that the directors think appropriate and shall at reasonable times be open to inspection by the directors.

1986 c12 s39

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Accounting records out of province

      38. Where accounting records of a corporation are kept at a place outside the province, there shall be kept at the registered office or other office in the province accounting records adequate to enable the directors to ascertain the financial position of the corporation with reasonable accuracy on a quarterly basis.

1986 c12 s40

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Records of continued corporation

      39. For the purposes of paragraph 36(b) and section 37, when a body corporate is continued under this Act, "records" include similar registers and other records required by law to be maintained by the body corporate before it was continued.

1986 c12 s41

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Form of records

      40. All records required by this Act to be prepared and maintained may be in a bound or loose-leaf form or in a photographic film form, or may be entered or recorded by a system of mechanical or electronic data processing or another information storage device that is capable of reproducing required information in intelligible written form within a reasonable time.

1986 c12 s42

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Duty of care: records

      41. A corporation and its agents shall take reasonable precautions

             (a)  to prevent loss or destruction of;

             (b)  to prevent falsification of entries in; and

             (c)  to facilitate detection and correction of inaccuracies in,

the records required by this Act to be prepared and maintained.

1986 c12 s43

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Access to corporate records

      42. (1) Shareholders and creditors of a corporation, their agents and legal representatives and the registrar may examine the records referred to in section 36 during the usual business hours of the corporation, and may take extracts from the records, free of charge, and, where the corporation is a distributing corporation, another person may do so upon payment of a reasonable fee.

             (2)  A shareholder of a corporation is entitled upon request and without charge to 1 copy of the articles and by-laws and of a unanimous shareholder agreement.

1986 c12 s44

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Basic shareholder lists

      43. (1) Shareholders and creditors of a corporation, their agents and legal representatives, the registrar and, where the corporation is a distributing corporation, another person upon payment of a reasonable fee and upon sending to a corporation or its transfer agent the affidavit referred to in subsection (4) may upon application require the corporation or its agent to provide within 10 days from the receipt of the affidavit a list (in this section referred to as the "basic list") made up to a date not more than 10 days before the date of receipt of the affidavit setting out the names of the shareholders of the corporation, the number of shares owned by each shareholder and the address of each shareholder as shown on the record of the corporation.

             (2)  A person requiring a corporation to supply a basic list may, where the person states in the affidavit referred to in subsection (4) that the person requires supplemental lists, require the corporation or its agent upon payment of a reasonable fee to provide supplemental lists setting out changes from the basic list in the names or addresses of the shareholders and the number of shares owned by each shareholder for each business day following the date to which the basic list is made up.

             (3)  The corporation or its agent shall provide a supplemental list required under subsection (2)

             (a)  on the date the basic list is provided, where the information relates to changes that took place before that date; and

             (b)  on the business day following the day to which the supplemental list relates, where the information relates to changes that take place on or after the date the basic list is provided.

             (4)  The affidavit required under subsection (1) shall state

             (a)  the name and address of the applicant;

             (b)  the name and address for service of the body corporate where the applicant is a body corporate; and

             (c)  that the basic list and supplemental lists obtained under subsection (2) will not be used except as permitted under section 45.

             (5)  Where the applicant is a body corporate, the affidavit referred to in subsection (4) shall be made by a director or officer of the body corporate.

1986 c12 s45

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Share options list

      44. A person requiring under section 43 that a corporation supply a basic list or a supplemental list may also require the corporation to include in that list the name and address of a known holder of an option or right to acquire shares of the corporation.

1986 c12 s46

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Use of shareholder list

      45. A list of shareholders obtained under section 43 shall not be used by a person except in connection with

             (a)  an effort to influence the voting of shareholders of the corporation;

             (b)  an offer to acquire shares of the corporation; or

             (c)  other matters relating to the affairs of the corporation.

1986 c12 s47

PART IV
CORPORATE FINANCE

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Shares

      46. (1) Shares of a corporation are to be in registered form and without nominal or par value.

             (2)  When a body corporate is continued under this Act, a share with nominal or par value issued by the body corporate before it was continued is, for the purpose of subsection (1), considered to be a share without nominal or par value.

1986 c12 s48

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One class of shares

      47. When a corporation has only 1 class of shares, the rights of the holders are equal in all aspects and include

             (a)  the right to vote at a meeting of shareholders;

             (b)  the right to receive a dividend declared by the corporation; and

             (c)  the right to receive the remaining property of the corporation on dissolution.

1986 c12 s49

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Classes of shares

      48. The articles may provide for more than 1 class of shares and where they so provide

             (a)  the rights, privileges, restrictions and conditions attaching to the shares of each class shall be set out in the shares of that class; and

             (b)  the rights set out in section 47 shall be attached to at least 1 class of share but all those rights need not be attached to more than the 1 class of shares.

1986 c12 s50

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How shares issued

      49. Subject to the articles, the by-laws, a unanimous shareholder agreement and section 55, shares may be issued at the times and to the persons and for the consideration that the directors may determine.

1986 c12 s51

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Consideration for shares

      50. (1) A share shall not be issued until it is fully paid in money or in property or past services that is the fair equivalent of the money that the corporation would have received had the share been issued for money.

             (2)  In determining whether property or past service is the fair equivalent of a money consideration, the directors may take into account reasonable charges and expenses of organization and reorganization and payments for property and past services reasonably expected to benefit the corporation.

             (3)  For the purposes of this section, "property" does not include a promissory note from or a promise to pay by the person acquiring a share.

1986 c12 s52

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Shares non- assessable

      51. Shares issued by a corporation are non-assessable and the holders are not liable to the corporation or to its creditors in respect of them.

1986 c12 s53

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Stated capital accounts

      52. (1) A corporation shall maintain a separate stated capital account for each class and series of shares that it issues.

             (2)  A corporation shall add to the appropriate stated capital account the full amount of consideration that it receives for shares that it issues.

             (3)  Notwithstanding subsection 50(1) and subsection (2), where a corporation issues shares

             (a)  in exchange for

                      (i)  property of a person who immediately before the exchange does not deal with the corporation at arm's length within the meaning of that term in the Income Tax Act (Canada ), or

                     (ii)  shares of a body corporate that immediately before the exchange or that, because of the exchange, does not deal with the corporation at arm's length within the meaning of that term in the Income Tax Act (Canada); or

             (b)  under an agreement referred to in subsection 289(1) or an arrangement referred to in paragraph 315(1)(b) or (d) to shareholders of an amalgamating body corporate who receive the shares in addition to or instead of securities of the amalgamated body corporate,

the corporation may add to the stated capital accounts maintained for the shares of the classes or series issued the whole or a part of the amount of the consideration it received in the exchange.

             (4)  Notwithstanding subsection (3), on the issue of a share a corporation shall not add to a stated capital account in respect of the share it issues an amount greater than the amount of the consideration it received for the share.

             (5)  Notwithstanding subsection (6), where a corporation proposes to add an amount to a stated capital account it maintains in respect of a class or series of shares, where

             (a)  the amount to be added was not received by the corporation as consideration for the issue of shares; and

             (b)  the corporation has issued outstanding shares of more than 1 class or series,

the addition to the stated capital account shall be approved by special resolution unless all the issued and outstanding shares are shares of not more than 2 classes of convertible shares referred to in subsection 68(5).

             (6)  When a body corporate is continued under this Act, it may add to a stated capital account consideration received by it for a share it issued and a corporation may add to a stated capital account an amount it credited to a retained earnings or other surplus account.

             (7)  When a body corporate is continued under this Act, subsection (2) does not apply to the consideration received by it before it was continued unless the share in respect of which the consideration is received is issued after the corporation is continued.

             (8)  When a body corporate is continued under this Act, an amount unpaid in respect of a share issued by the body corporate before it was continued and paid after it was continued shall be added to the stated capital account maintained for the shares of that class or series.

             (9)  For the purposes of subsection 62(2), sections 67 and 76, paragraph 78(2)(b) and paragraph 293(2)(a), where a body corporate is continued under this Act, its stated capital is considered to include the amount that would have been included in stated capital had the body corporate been incorporated under this Act.

           (10)  A corporation shall not reduce its stated capital or a stated capital account except in the manner provided in this Act.

1986 c12 s54

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Open-end mutual funds

      53. (1) Section 52 and another provision of this Act relating to stated capital do not apply to an open-end mutual fund.

             (2)  For the purposes of this section, "open-end mutual fund" means a corporation that makes a distribution to the public of its shares and that carries on only the business of investing the consideration it receives for the shares it issues, and all or substantially all of those shares are redeemable upon the demand of a shareholder.

1986 c12 s55

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Shares in series

      54. (1) The articles may authorize the issue of a class of shares in 1 or more series and may authorize the directors to fix the number of shares in and to determine the designation, rights, privileges, restrictions and conditions attaching to the shares of each series, subject to the limitations set out in the articles.

             (2)  Where cumulative dividends or amounts payable on return of capital in respect of a series of shares are not paid in full, the shares of all series of the same class participate rateably in respect of accumulated dividends and return of capital.

             (3)  Rights, privileges, restrictions or conditions attached to a series of shares authorized under this section do not confer upon a series a priority in respect of dividends or return of capital over other series of shares of the same class that are then outstanding.

             (4)  Before the issue of shares of a series authorized under this section, the directors shall send to the registrar articles of amendment in prescribed form to designate a series of shares.

             (5)  Upon receipt of articles of amendment designating a series of shares, the registrar shall issue a certificate of amendment in accordance with section 393.

             (6)  The articles of the corporation are amended accordingly on the date shown in the certificate of amendment.

1986 c12 s56

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Pre-emptive rights

      55. (1) Where the articles so provide, shares of a class shall not be issued unless the shares have first been offered to the shareholders holding the shares of that class, and those shareholders have a pre-emptive right to acquire the offered shares in proportion to their holdings of the shares of that class, at the price and on the terms that those shares are to be offered to others.

             (2)  Notwithstanding that the articles provide the pre-emptive right referred to in subsection (1), shareholders have no pre-emptive right in respect of shares to be issued

             (a)  for a consideration other than money;

             (b)  as a share dividend; or

             (c)  under the exercise of conversion privileges, options or rights previously granted by the corporation.

1986 c12 s57

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Instruments evidencing rights

      56. (1) A corporation may issue certificates, warrants or other evidences of conversion privileges, options or rights to acquire securities of the corporation, but shall set out the conditions of the privileges, options or rights

             (a)  in the certificates, warrants or other evidences; or

             (b)  in certificates evidencing the securities to which the conversion privileges, options or rights are attached.

             (2)  Conversion privileges, options and rights to acquire securities of a corporation may be made transferrable or non-transferrable, and options and rights to acquire may be made separable or inseparable from securities to which they are attached.

1986 c12 s58

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When shares issued

      57. Where a corporation has granted privileges to convert securities issued by the corporation into shares, or into shares of another class or series, or has issued or granted options or rights to acquire shares, where the articles limit the number of authorized shares, the corporation shall reserve and continue to reserve sufficient authorized shares to meet the exercise of the conversion privileges, options and rights.

1986 c12 s59

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Corporation's own shares

      58. (1) Except as provided in sections 59 to 64, a corporation

             (a)  shall not hold shares in itself or in its holding body corporate; and

             (b)  shall not permit any of its subsidiary bodies corporate to acquire shares of the corporation.

             (2)  Notwithstanding subsection (1), a corporation shall cause a subsidiary body corporate of the corporation that holds shares of the corporation to sell or otherwise dispose of those shares within 5 years from the date

             (a)  that the body corporate became a subsidiary of the corporation; or

             (b)  that the corporation was continued under this Act.

1986 c12 s60

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Holding own shares

      59. (1) A corporation may in the capacity of a legal representative hold shares in itself or in its holding body corporate unless it or the holding body corporate or a subsidiary of either of them has a beneficial interest in the shares.

             (2)  A corporation may hold shares in itself or in its holding body corporate by way of security for the purposes of a transaction entered into by it in the ordinary course of a business that includes the lending of money.

1986 c12 s61

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Exception relating to Canadian ownership

      60. (1) A corporation may, for the purpose of helping the corporation or an affiliate or an associate to qualify under a prescribed law of Canada or a province to receive licences, permits, grants, payments or other benefits by reason of attaining or maintaining a specified level of Canadian ownership or control, hold shares in itself that

             (a)  are not constrained for the purpose of helping the corporation or an affiliate or an associate to qualify; or

             (b)  are shares into which shares held under paragraph (a) were converted by the corporation that are constrained for the purpose of helping the corporation to qualify and that were not previously held by the corporation.

             (2)  A corporation shall not transfer shares held under subsection (1) to a person unless the corporation is satisfied, on reasonable grounds, that the ownership of the shares as a result of the transfer would help the corporation or an affiliate or an associate to achieve the purpose set out in subsection (1).

             (3)  A corporation that, without reasonable cause, fails to comply with subsection (2) is guilty of an offence and liable on summary conviction to a fine not exceeding $5,000.

             (4)  Where a corporation commits an offence under subsection (3), then, whether or not the corporation has been prosecuted or convicted, a director of the corporation who knowingly authorizes, permits or acquiesces in the commission of the offence is guilty of an offence and liable on summary conviction to a fine not exceeding $5,000, to imprisonment for a term not exceeding 6 months or to both.

             (5)  Where shares held under subsection (1) are transferred by a corporation, sections 49 and 50, paragraph 189(3)(c) and section 192 apply, with the necessary changes, in respect of the transfer as if the transfer were an issue.

             (6)  A transfer of shares by a corporation shall not be void or voidable solely because the transfer is in contravention of subsection (2).

1987 c38 s5

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Voting shares

      61. A corporation holding shares in itself or in its holding body corporate shall not vote or permit those shares to be voted unless the corporation

             (a)  holds the shares in the capacity of a legal representative; and

             (b)  has complied with section 255.

1987 c38 s5

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Acquiring own shares

      62. (1) Subject to its articles, a corporation may purchase or otherwise acquire shares issued by it.

             (2)  Notwithstanding subsection (1), a corporation shall not make a payment to purchase or otherwise acquire shares issued by it where there are reasonable grounds for believing that

             (a)  the corporation is, or would after the payment be, unable to pay its liabilities as they become due; or

             (b)  the realizable value of the corporation's assets would after the payment be less than the aggregate of its liabilities and stated capital of all classes.

1986 c12 s62

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Other acquisition

      63. (1) Notwithstanding subsection 62(2), but subject to subsection (3) and to its articles, a corporation may purchase or otherwise acquire shares issued by it

             (a)  to settle or compromise a debt or claim asserted by or against the corporation;

             (b)  to eliminate fractional shares; or

             (c)  to fulfil the terms of a non-assignable agreement under which the corporation has an option or is obliged to purchase shares owned by a director, an officer or an employee of the corporation.

             (2)  Notwithstanding subsection 62(2), a corporation may purchase or otherwise acquire shares issued by it

             (a)  to satisfy the claim of a shareholder who dissents under section 304; or

             (b)  to comply with an order under section 371.

             (3)  A corporation shall not make a payment to purchase or acquire under subsection (1) shares issued by it where there are reasonable grounds for believing that

             (a)  the corporation is, or would after the payment be, unable to pay its liabilities as they become due; or

             (b)  the realizable value of the corporation's assets would after the payment be less than the aggregate of its liabilities and the amount required for payment on a redemption or in a liquidation of all shares the holders of which have the right to be paid prior to the holders of the shares to be purchased or acquired.

1986 c12 s63

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Redemption of shares

      64. (1) Notwithstanding subsection 58(2), or subsection 63(3), but subject to subsection (2) and to its articles, a corporation may, at prices not exceeding the redemption price of shares stated in the articles or calculated according to a formula stated in the articles, purchase or redeem redeemable shares issued by it.

             (2)  A corporation shall not make a payment to purchase or redeem redeemable shares issued by it where there are reasonable grounds for believing that

             (a)  the corporation is, or would after the payment be, unable to pay its liabilities as they become due; or

             (b)  the realizable value of the corporation's assets would after the payment be less than the aggregate of

                      (i)  its liabilities, and

                     (ii)  the amount that would be required to pay the holders of shares that have a right to be paid, on a redemption or in a liquidation, rateably with or prior to the holders of the shares to be purchased or redeemed.

1986 c12 s64

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Donated shares

      65. A corporation may accept from a shareholder a share of the corporation surrendered to it as a gift, but may not extinguish or reduce a liability in respect of an amount unpaid on the share except in accordance with section 67.

1986 c12 s65

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Voting own shares

      66. A corporation holding shares in itself or in its holding body corporate shall not vote or permit those shares to be voted unless the corporation

             (a)  holds the shares in the capacity of a legal representative; and

             (b)  has complied with section 255.

1986 c12 s66

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Reduction of stated capital

      67. (1) A corporation may by special resolution reduce its stated capital by

             (a)  extinguishing or reducing a liability in respect of an amount unpaid on a share;

             (b)  returning an amount in respect of consideration the corporation received for an issued share, whether or not the corporation purchases, redeems or otherwise acquires a share or fraction of a share it issued; and

             (c)  declaring its stated capital to be reduced by an amount that is not represented by realizable assets.

             (2)  A special resolution under this section shall specify the stated capital account from which the reduction of stated capital effected by the special resolution will be deducted.

             (3)  Notwithstanding subsection (1), a corporation shall not reduce its stated capital under paragraph (1)(a) or (b) where there are reasonable grounds for believing that

             (a)  the corporation is, or would after the reduction be, unable to pay its liabilities as they become due; or

             (b)  the realizable value of the corporation's assets would as a result be less than the aggregate of its liabilities.

             (4)  A creditor of a corporation is entitled to apply to a court for an order compelling a shareholder or other recipient

             (a)  to pay to the corporation an amount equal to a liability of the shareholder that was extinguished or reduced contrary to this section; or

             (b)  to pay or deliver to the corporation money or property that was paid or distributed to the shareholder or other recipient as a consequence of a reduction of capital made contrary to this section.

             (5)  An action to enforce a liability imposed by this section may not be started after 2 years from the date of the act complained of.

             (6)  This section does not affect liability that arises under section 192 or 193.

1986 c12 s67

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Stated capital account adjustment

      68. (1) Upon a purchase, redemption or other acquisition by a corporation under section 62, 63, 64, 82 or 304 or paragraph 371(3)(f) of shares or fractions of shares issued by it, the corporation shall deduct from the stated capital account maintained for the class or series of shares purchased, redeemed or otherwise acquired an amount equal to the result obtained by multiplying the stated capital of the shares of that class or series by the number of shares of that class or series or fractions of the shares purchased, redeemed or otherwise acquired, divided by the number of issued shares of that class or series immediately before the purchase, redemption or other acquisition.

             (2)  A corporation shall deduct the amount of a payment made by the corporation to a shareholder under paragraph 371(3)(g) from the stated capital account maintained for the class or series of shares in respect of which the payment was made.

             (3)  A corporation shall adjust its stated capital account in accordance with a special resolution referred to in subsection 67(2).

             (4)  Upon a conversion of issued shares of a class into shares of another class or upon a change under section 279, 314 or 371 of issued shares of a corporation into shares of another class or series, a corporation shall

             (a)  deduct from the stated capital account maintained for the class or series of shares changed or converted an amount equal to the result obtained by multiplying the stated capital of the shares of that class or series by the number of shares of the class or series changed or converted, divided by the number of issued shares of that class or series immediately before the change or conversion; and

             (b)  add the result obtained under paragraph (a) and additional consideration received by the corporation under the change or conversion to the stated capital account maintained or to be maintained for the class or series of shares into which the shares have been changed or converted.

             (5)  For the purpose of subsection (4), when a corporation issues 2 classes of shares and there is attached to each of the classes a right to convert a share of the 1 class into a share of the other class, then, where a share of 1 class is converted into a share of the other class, the amount of stated capital attributable to a share in either class is the aggregate of the stated capital of both classes divided by the number of issued shares of both classes immediately before the conversion.

1986 c12 s68

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Cancellation, etc. of own shares

      69. Notwithstanding section 65, shares or fractions of shares issued by a corporation and purchased, redeemed or otherwise acquired by it shall be cancelled or, where the articles limit the number of authorized shares, shall be restored to the status of authorized but unissued shares.

1986 c12 s69

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Presumption against acquisition

      70. For the purposes of sections 68 and 69, a corporation holding shares in itself as permitted by section 59 is to be presumed not to have purchased, redeemed or otherwise acquired those shares.

1986 c12 s70

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Exception

      71. For the purposes of sections 68, 69 and 70, a corporation holding shares in itself under paragraph 60(1)(a) is considered not to have purchased, redeemed or otherwise acquired the shares at the time they were acquired, but

             (a)  those shares that are held by the corporation at the expiration of 2 years; and

             (b)  shares into which any of those shares were converted by the corporation and held under paragraph 60(1)(b) that are held by the corporation at the expiration of 2 years after the shares from which they were converted were acquired

are considered to have been acquired at the expiration of 2 years.

1987 c38 s6

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Change of shares

      72. (1) Shares issued by a corporation and converted or changed under section 279, 314 or 371 into shares of another class or series become issued shares of the class or series of shares into which the shares have been converted or changed.

             (2)  Where the articles limit the number of authorized shares of a class or series of shares of a corporation and issued shares of that class or series have become, under subsection (1), issued shares of another class or series, the number of unissued shares of the first-mentioned class or series shall, unless the articles of amendment or reorganization otherwise provide, be increased by the number of shares that, under subsection (1), became shares of another class or series.

1986 c12 s71

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Redemption of debt obligations, etc.

      73. (1) Debt obligations issued, pledged or deposited by a corporation are not redeemed by reason only that the indebtedness evidenced by the debt obligations or in respect of which the debt obligations are issued, pledged or deposited is repaid.

             (2)  Debt obligations issued by a corporation and purchased, redeemed or otherwise acquired by it may be cancelled or, subject to an applicable trust indenture or other agreement, may be reissued, pledged or deposited to secure an obligation of the corporation then existing or afterward incurred, and the acquisition and reissue, pledge or deposit is not a cancellation of the debt obligations.

1986 c12 s72

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Contract to purchase own shares

      74. (1) A contract with a corporation providing for the purchase of shares of the corporation is specifically enforceable against the corporation except to the extent that the corporation cannot perform the contract without being in breach of section 62 or 63.

             (2)  In an action brought on a contract referred to in subsection (1), the corporation has the burden of proving that performance of it is prevented by section 62 or 63.

             (3)  Until the corporation has fully performed a contract referred to in subsection (1), the other party retains the status of a claimant entitled to be paid as soon as the corporation is lawfully able to do so, in a liquidation, to be ranked subordinate to the rights of creditors but in priority to the shareholders.

1986 c12 s73; 1986 c38 Sch A

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Commission for sale of shares

      75. Directors acting honestly and in good faith with a view to the best interests of the corporation may authorize the corporation to pay a commission to a person in consideration of the person's purchasing or agreeing to purchase shares of the corporation from the corporation or from another person, or procuring or agreeing to procure purchasers for the shares.

1986 c12 s74

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When dividends prohibited

      76. Notwithstanding section 77, a corporation shall not declare or pay a dividend where there are reasonable grounds for believing that

             (a)  the corporation is, or would after the payment be, unable to pay its liabilities as they become due; or

             (b)  the realizable value of the corporation's assets would be less than the aggregate of its liabilities and stated capital of all classes.

1986 c12 s75

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Payment of dividends

      77. (1) A corporation may pay a dividend by issuing fully paid shares of the corporation and a corporation may pay a dividend in money or property.

             (2)  Where shares of a corporation are issued in payment of a dividend, the value of the dividend stated as an amount in money shall be added to the stated capital account maintained or to be maintained for the shares of the class or series issued in payment of the dividend.

1986 c12 s76

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Illicit loans

      78. (1) Except as permitted under section 79, where circumstances prejudicial to the corporation exist, a corporation or a corporation with which it is affiliated may not, directly or indirectly, give financial assistance by means of a loan, guarantee or otherwise

             (a)  to a shareholder, director, officer or employee of the corporation or affiliated corporation or to an associate of the person for any purpose; or

             (b)  to a person for the purpose of or in connection with a purchase of a share issued or to be issued by the corporation or a corporation with which it is affiliated.

             (2)  Circumstances prejudicial to the corporation exist in respect of financial assistance mentioned in subsection (1) where there are reasonable grounds for believing that

             (a)  the corporation is, or would after giving the financial assistance be, unable to pay its liabilities as they become due; or

             (b)  the realizable value of the corporation's assets, excluding the amount of financial assistance in the form of a loan and in the form of assets pledged or encumbered to secure a guarantee, would, after giving the financial assistance, be less than the aggregate of the corporation's liabilities and stated capital of all classes.

1986 c12 s77

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Permitted loans

      79. Notwithstanding section 78, a corporation may give financial assistance to a person by means of a loan, guarantee or otherwise

             (a)  in the ordinary course of business, where the lending of money is part of the ordinary business of the corporation;

             (b)  on account of expenditures incurred or to be incurred on behalf of the corporation;

             (c)  to a holding body corporate where the corporation is a wholly-owned subsidiary of the holding body corporate;

             (d)  to a subsidiary body corporate of the corporation; and

             (e)  to employees of the corporation or an affiliate

                      (i)  to enable or help them to purchase or erect living accommodation for their own occupation, or

                     (ii)  in accordance with a plan for the purchase of shares of the corporation or an affiliate to be held by a trustee.

1986 c12 s78

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Enforceability of illicit loan

      80. A contract made by a corporation contrary to section 78 may be enforced by the corporation or by a lender for value in good faith without notice of the contravention.

1986 c12 s79

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Shareholder immunity

      81. The shareholders of a corporation are not, as shareholders, liable for a liability, act or default of the corporation except under subsection 67(4), subsection 245(8) or subsection 355(5).

2010 c31 s6

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Lien on shares

      82. (1) The articles may provide that the corporation has a lien on a share registered in the name of a shareholder or the shareholder's legal representative for a debt of that shareholder to the corporation, including an amount unpaid in respect of a share issued by a body corporate on the date it was continued under this Act.

             (2)  A corporation may enforce a lien referred to in subsection (1) in accordance with its by-laws.

1986 c12 s81

PART V
SALE OF CONSTRAINED SHARES

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Sale of constrained shares by corporation

      83. (1) A corporation that has constraints on the issue, transfer or ownership of its shares of any class or series in order to help the corporation or an affiliate or an associate to qualify under a prescribed law of Canada or a province to receive licences, permits, grants, payments or other benefits by reason of attaining or maintaining a specified level of Canadian ownership or control may, for that purpose or for the purpose of attaining or maintaining a level of Canadian ownership or control specified in its articles, under the conditions and after giving the notice that may be prescribed, sell, as if it were the owner, any of those constrained shares that are owned, or that the directors determine, in the manner that may be prescribed, may be owned, contrary to the constraints.

             (2)  Where shares are to be sold by a corporation under subsection (1), the directors of the corporation shall select the shares for sale in good faith and in a manner that is not unfairly prejudicial to, and does not unfairly disregard the interests of, the holders of the shares in the constrained class or series taken as a whole.

             (3)  Where shares are sold by a corporation under subsection (1), the owner of the shares immediately prior to the sale shall by that sale be divested of his or her interest in the shares, and the person who, but for the sale, would be the registered owner of the shares or a person who satisfies the corporation that, but for the sale, he or she could properly be treated as the registered owner or registered holder of the shares under section 102 shall, from the time of the sale, be entitled to receive only the net proceeds of the sale, together with income earned on it from the beginning of the month next following the date of the receipt by the corporation of the proceeds of the sale, less taxes and costs of administration of a trust fund constituted under subsection 84(1) in relation to it.

             (4)  Sections 103 to 105 apply in respect of the person who is entitled under subsection (3) to receive the proceeds of a sale of shares under subsection (1) as if the proceeds were a security and the person were a registered holder or owner of the security.

1987 c38 s7

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Proceeds of sale to be trust fund

      84. (1) The proceeds of a sale by a corporation under subsection 83(1) constitute a trust fund in the hands of the corporation for the benefit of the person entitled under subsection 83(3) to receive the proceeds of the sale, and the trust fund may be commingled by the corporation with other trust funds and shall be invested in the manner that may be prescribed.

             (2)  Reasonable costs of administration of a trust fund referred to in subsection (1) may be deducted from the trust fund and income earned on it.

             (3)  A corporation may transfer a trust fund referred to in subsection (1), and the administration of it, to a trust company in Canada registered as such under the laws of Canada or a province, and the corporation is then discharged of all further liability in respect of the trust fund.

             (4)  A receipt signed by a person entitled under subsection 83(3) to receive the proceeds of a sale that constitute a trust fund under subsection (1) shall be a complete discharge of the corporation and of a trust company to which a trust fund is transferred under subsection (3), in respect of the trust fund and income earned on it paid to that person.

             (5)  A trust fund described in subsection (1), together with income earned on it, less taxes on the trust fund and costs of administration, that has not been claimed by a person entitled under subsection 83(3) to receive the proceeds of a sale that constitute the trust fund for a period of 10 years after the date of the sale vests in the Crown in right of Canada.

1987 c38 s7

PART VI
SECURITY CERTIFICATES, REGISTERS AND TRANSFERS

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Transfers of securities

      85. Except as otherwise provided in this Act and the Judgment Enforcement Act , the transfer or transmission of a security shall be governed by the Securities Transfer Act .

2007 cS-13.01 s107

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Rep. by 2007 cS-13.01 s107

      86. [Rep. by 2007 cS-13.01 s107]

2007 cS-13.01 s107

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Security certificates

      87. (1) A security holder is entitled at the security holder's option to a security certificate that complies with this Act or a non-transferable written acknowledgement of the security holder's right to obtain a security certificate from a corporation in respect of the securities of that corporation held by the security holder.

             (2)  A corporation may charge a fee of not more than $3 for a security certificate issued in respect of a transfer.

             (3)  A corporation is not required to issue more than 1 security certificate in respect of securities held jointly by several persons, and delivery of a certificate to 1 of several joint holders is sufficient delivery to all.

             (4)  A security certificate shall be signed manually by at least 1 director or officer of the corporation or by or on behalf of a registrar, transfer agent or branch transfer agent of the corporation, or by a trustee who certifies it in accordance with a trust indenture, and additional signatures required on a security certificate may be printed or otherwise mechanically reproduced on it.

             (5)  Notwithstanding subsection (4), a manual signature is not required on

             (a)  a security certificate representing

                      (i)  a promissory note that is not issued under a trust indenture,

                     (ii)  a fractional share, or

                    (iii)  an option or a right to acquire a security; or

             (b)  a scrip certificate.

             (6)  Where a security certificate contains a printed or mechanically reproduced signature of a person, the corporation may issue the security certificate, notwithstanding that the person has stopped being a director or an officer of the corporation, and the security certificate is as valid as if the person were a director or an officer at the date of its issue.

1986 c12 s84

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Contents of share certificate

      88. The face of each share certificate, issued by a corporation, shall state

             (a)  the name of the corporation;

             (b)  the words "Incorporated under the laws of Newfoundland and Labrador " or words of the same effect;

             (c)  the name of the person to whom it was issued; and

             (d)  the number and class of shares and the designation of a series that the certificate represents.

1986 c12 s85; 2001 cN-3.1 s2

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Rep. by 2007 cS-13.01 s107

      89. [Rep. by 2007 cS-13.01 s107]

2007 cS-13.01 s107

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Notation of constraint and failure to note

      90. (1) Where the articles of a corporation constrain the issue, transfer or ownership of shares of a class or series or shares convertible into that class or series in order to help the corporation or an affiliate or an associate to qualify under a prescribed law of Canada or a province to receive licences, permits, grants, payments or other benefits by reason of attaining or maintaining a specified level of Canadian ownership or control, that constraint or a reference to it shall be noted conspicuously on a security certificate of the corporation evidencing a share that is subject to the constraint where the security certificate is issued after the day on which the share becomes subject to the constraint under this Act.

             (2)  The failure to note a constraint or a reference to it under subsection (1) shall not invalidate a share or security certificate and shall not render a constraint ineffective against an owner, holder or transferee of the share or security certificate.

1987 c38 s8; 2007 cS-13.01 s107

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Restriction on share transfer

      91. A corporation may not restrict the transfer of its shares otherwise than by way of a constraint under section 280 when any of the issued shares of the corporation are or were part of a distribution to the public, remain outstanding and are held by more than 1 person.

1986 c12 s87

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Particulars of class

      92. (1) A share certificate issued by a corporation that is authorized to issue shares of more than 1 class or series shall state legibly

             (a)  the rights, privileges, restrictions and conditions attached to the shares of each class and series that exists when the share certificate is issued; or

             (b)  that the class or series of shares that it represents has rights, privileges, restrictions or conditions attached to it and that the corporation will provide to a shareholder, on demand and without charge, a full copy of the text of

                      (i)  the rights, privileges, restrictions and conditions attached to each class authorized to be issued and to each series where the rights, privileges, restrictions and conditions have been fixed by the directors; and

                     (ii)  the authority of the directors to fix the rights, privileges, restrictions and conditions of subsequent series.

             (2)  Where a share certificate issued by a corporation contains the statement mentioned in paragraph (1)(b), the corporation shall provide to a shareholder on demand and without charge a full copy of the text of

             (a)  the rights, privileges, restrictions and conditions attached to each class authorized to be issued and to each series where the rights, privileges, restrictions and conditions have been fixed by the directors; and

             (b)  the authority of the directors to fix the rights, privileges, restrictions and conditions of subsequent series.

1986 c12 s88; 1987 c38 Sch A

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Fractional shares

      93. (1) A corporation may issue a certificate for a fractional share or may issue in place of it scrip certificates in bearer form that entitle the holder to receive a certificate for a full share by exchanging scrip certificates aggregating a full share.

             (2)  The directors may attach conditions to scrip certificates issued by a corporation, including conditions

             (a)  that the scrip certificates become void if not exchanged for a share representing a full share before a specified date; and

             (b)  that a share for which the scrip certificates are exchangeable may, notwithstanding a pre-emptive right, be issued by the corporation to a person and the proceeds of it distributed rateably to the holders of the scrip certificates.

1986 c12 s89; 1987 c38 Sch A

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Fractional share rights

      94. A holder of a fractional share issued by a corporation is not entitled to exercise voting rights or to receive a dividend in respect of the fractional shares, unless

             (a)  the fractional share results from a consolidation of shares; or

             (b)  the articles of the corporation otherwise provide.

1986 c12 s90

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Scrip certificate rights

      95. A holder of a scrip certificate is not entitled to exercise voting rights or to receive a dividend in respect of the scrip certificate.

1986 c12 s91

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Securities records

      96. A corporation shall maintain a securities register to record the securities issued by it in registered form, showing with respect to each class or series of securities

             (a)  the names, alphabetically arranged, and the latest known address of each person who is or has been a security holder;

             (b)  the number of securities held by each security holder; and

             (c)  the date and particulars of the issue and transfer of each security.

1986 c12 s92

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Securities registers

      97. A corporation may appoint an agent to maintain a central securities register and branch securities registers.

1986 c12 s93

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Place of registers

      98. A central securities register shall be maintained by a corporation at its registered office or at an office in the province of a trust company designated by the directors and which meets the requirements of section 3 of the Trust and Loan Corporations Act and branch securities registers may be kept at a place in or out of the province and designated by the directors.

1986 c12 s94; 2007 cT-9.1 s5

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Effect of registration

      99. Registration of the issue or transfer of a security in the central securities register or in a branch securities register is complete and valid registration for all purposes.

1986 c12 s95

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Branch register

   100. (1) A branch securities register shall only contain particulars of securities issued or transferred at that branch.

             (2)  Particulars of each issue or transfer of a security registered in a branch securities register shall also be kept in the corresponding central securities register.

1986 c12 s96

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Destruction of certificates

   101. A corporation, its agent or a trustee defined in section 145 is not required to produce

             (a)  a cancelled security certificate, in registered form, an instrument referred to in subsection 56(1) that is cancelled or a like cancelled instrument in registered form, 6 years after the date of its cancellation;

             (b)  a cancelled security certificate, in bearer form, an instrument referred to in subsection 56(1) that is cancelled or a like cancelled instrument in bearer form, after the date of its cancellation; or

             (c)  an instrument referred to in subsection 56(1) or a like instrument, irrespective of its form, after the date of its expiry.

1986 c12 s97

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Dealings with registered holder

   102. (1) A corporation or a trustee defined in Part VII may, subject to sections 218, 219, 221 and 223, and the Judgment Enforcement Act treat the registered owner of the security as the person exclusively entitled to vote, to receive notices, to receive an interest, dividend or other payments in respect of the security, and otherwise to exercise all the rights and powers of an owner of the security.

             (2)  Notwithstanding subsection (1), a corporation whose articles restrict the right to transfer its securities shall, and another corporation may, treat a person as a registered security holder entitled to exercise all the rights of the security holder that person represents, where that person provides evidence as described in subsection 88(3) of the Securities Transfer Act to the corporation that

             (a)  the person is the executor, administrator, heir or legal representative of the heirs of the estate of a deceased security holder;

             (b)  the person is a guardian, committee, trustee, curator or tutor representing a registered security holder who is an infant, an incompetent person or a missing person; or

             (c)  the person is a liquidator of, or a trustee in bankruptcy for, a registered security holder.

             (3)  Where a person upon whom the ownership of a security devolves by operation of law, other than a person described in subsection (2), provides proof of his or her authority to exercise rights or privileges in respect of a security of the corporation that is not registered in his or her name, the corporation shall treat that person as entitled to exercise those rights or privileges.

1986 c12 s98; 2007 cS-13.01 s107

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No duty to 3rd person

   103. A corporation is not required to inquire into the existence of, or see to the performance or observance of, a duty owed to a 3rd person by a registered holder of its securities or by anyone whom it treats, as permitted or required by section 102, as the owner or registered holder of any of its securities.

1986 c12 s99

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Infants

   104. Where an infant exercises rights of ownership in the securities of a corporation, a subsequent repudiation or avoidance is ineffective against the corporation.

1986 c12 s100

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Joint holders

   105. A corporation may treat as owner of a security the survivors of persons to whom the security was issued as joint holders, where it receives proof satisfactory to it of the death of that joint holder.

1986 c12 s101

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Transmission of securities

   106. (1) Subject to an applicable law relating to the collection of taxes, a person referred to in paragraph 102(2)(a) is entitled to become a registered holder, where that person deposits with the corporation or its transfer agent

             (a)  the original grant of probate or of letters of administration, or a copy of it certified to be a true copy by

                      (i)  the court that granted the probate or letters of administration,

                     (ii)  a trust company incorporated under the laws of Canada or a province, or

                    (iii)  a lawyer or notary acting on behalf of the person referred to in paragraph 102(2)(a); or in the case of transmission by notarial will in Quebec , a copy of it authenticated under the laws of that province; and

             (b)  the following documents, namely:

                      (i)  an affidavit or declaration of transmission made by a person referred to in paragraph 102(2)(a) stating the particulars of the transmission, and

                     (ii)  the security certificate that was owned by the deceased holder

                            (A)  in the case of a transfer to a person referred to in paragraph 102(2)(a), with or without the endorsement of the person, and

                            (B)  in the case of a transfer to another person, endorsed in accordance with section 30 of the Securities Transfer Act ,

and accompanied by an assurance the corporation may require under section 88 of the Securities Transfer Act .

             (2)  Notwithstanding subsection (1), where the laws of the jurisdiction governing the transmission of a security of a deceased holder do not require a grant of probate or of letters of administration in respect of the transmission, a legal representative of the deceased holder is entitled, subject to an applicable law relating to the collection of taxes, to become a registered holder or to designate a registered holder, where the legal representative deposits with the corporation or its transfer agent

             (a)  the security certificate that was owned by the deceased holder; and

             (b)  reasonable proof of the governing laws of the deceased holder's interest in the security and of the right of the legal representative or the person the legal representative designated to become the registered holder.

             (3)  Deposit of the documents required by subsection (1) or (2) empowers a corporation or its agent to record in a securities register the transmission of a security from the deceased holder to a person referred to in paragraph 102(2)(a) or to the person that the person referred to in that paragraph may designate and, afterward, to treat the person who thus becomes a registered holder as the owner of those securities.

1986 c12 s102; 2007 cS-13.01 s107

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Overissue

   107. (1) Where there has been an overissue within the meaning of the Securities Transfer Act and the corporation subsequently amends its articles or trust indenture to which it is a party, to increase its authorized securities to a number equal to or in excess of the number of securities previously authorized plus the amount of the overissued securities, the overissued securities are valid from the date of their issue.

             (2)  Subsection (1) does not apply if the issuer has purchased and delivered a security in accordance with subsection 68(2) or (3) of the Securities Transfer Act.

             (3)  A purchase or payment in accordance with subsection 68(2) or (3) of the Securities Transfer Act is not a payment to which section 62, 63, 64, 68, 69, 70, 71 or 72 applies.

2007 cS-13.01 s107

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2007 cS-13.01 s107

PART VII
TRUST INDENTURES

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Definitions

   145. In this Part

             (a)  "event of default" means an event specified in a trust indenture on the occurrence of which

                      (i)  a security interest constituted by the trust indenture becomes enforceable, or

                     (ii)  the principal, interest and other money payable under the trust indenture become or may be declared to be payable before maturity,

but the event is not an event of default until all conditions prescribed in the trust indenture in connection with that event for the giving of notice or the lapse of time or otherwise have been satisfied;

             (b)  "trust indenture" means a deed, indenture or other instrument, including a supplement or amendment to it, made by a corporation after its incorporation or continuance under this Act, under which the corporation issues debt obligations and in which a person is appointed as trustee for the holders of the debt obligations issued under it; and

             (c)  "trustee" means a person appointed as trustee under the terms of a trust indenture to which a corporation is a party and includes a successor trustee.

1986 c12 s141

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Application of Part

   146. (1) This Part applies to a trust indenture where the debt obligations issued or to be issued under the trust indenture are part of a distribution to the public.

             (2)  The registrar may exempt a trust indenture from this Part where the trust indenture, the debt obligations issued under it and the security interest effected by it are subject to a law of a province or a country other than Canada that is substantially equivalent to this Part.

1986 c12 s142

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Conflict of interest

   147. (1) A person may not be appointed as trustee where there is a material conflict of interest between the person's role as trustee and the person's role in another capacity.

             (2)  A trustee shall, within 90 days after the trustee becomes aware that a material conflict of interest exists,

             (a)  eliminate the conflict of interest; or

             (b)  resign from office.

             (3)  A trust indenture, debt obligations issued under it and a security interest effected by it are valid notwithstanding a material conflict of interest of the trustee.

             (4)  Where a trustee contravenes subsection (1) or (2), an interested person may apply to a court for an order that the trustee be replaced, and the court may make an order on those terms that it considers appropriate.

1986 c12 s143

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Qualification of trustee

   148. A trustee, or at least 1 of the trustees where more than 1 is appointed, shall be a trust company which meets the requirements of section 3 of the Trust and Loan Corporations Ac.

1986 c12 s144; 2007 cT-9.1 s5

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List of security holders

   149. (1) A holder of debt obligations issued under a trust indenture may, upon payment to the trustee of a reasonable fee, require the trustee to provide, within 15 days after delivering to the trustee the statutory declaration referred to in subsection (4), a list setting out

             (a)  the names and addresses of the registered holders of the outstanding debt obligations;

             (b)  the principal amount of outstanding debt obligations owned by each holder; and

             (c)  the aggregate principal amount of debt obligations outstanding,

as shown on the records maintained by the trustee on the day that the statutory declaration is delivered to that trustee.

             (2)  Upon the demand of a trustee, the issuer of debt obligations shall provide the trustee with the information required to enable the trustee to comply with subsection (1).

             (3)  Where the person requiring the trustee to provide a list under subsection (1) is a body corporate, the statutory declaration required under that subsection shall be made by a director or officer of the body corporate.

             (4)  The statutory declaration required under subsection (1) shall state

             (a)  the name and address of the person requiring the trustee to provide the list and, where the person is a body corporate, the address for service of the body corporate; and

             (b)  that the list not be used except as permitted under subsection (5).

             (5)  A list obtained under this section shall not be used by a person except in connection with

             (a)  an effort to influence the voting of the holders of debt obligations;

             (b)  an offer to acquire debt obligations; or

             (c)  other matters relating to the debt obligations or the affairs of the issuer or guarantor of the debt obligations.

1986 c12 s145

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Evidence of compliance

   150. (1) An issuer or a guarantor of debt obligations issued or to be issued under a trust indenture shall, before doing an act that is described in paragraph (a), (b) or (c), provide the trustee with evidence of compliance with the conditions in the trust indenture relating to

             (a)  the issue, certification and delivery of debt obligations under the trust indenture;

             (b)  the release or release and substitution of property subject to a security interest constituted by the trust indenture; or

             (c)  the satisfaction and discharge of the trust indenture.

             (2)  Upon the demand of a trustee, the issuer or guarantor of debt obligations issued or to be issued under a trust indenture shall provide the trustee with evidence of compliance with the trust indenture by the issuer or guarantor in respect of an act to be done by the trustee at the request of the issuer or guarantor.

1986 c12 s146

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Contents of declaration

   151. Evidence of compliance as required by section 150 shall consist of

             (a)  a statutory declaration or certificate made by a director or an officer of the issuer or guarantor stating that the conditions referred to in that section have been complied with;

             (b)  where the trust indenture requires compliance with conditions that are subject to review by legal counsel, an opinion of legal counsel that those conditions have been complied with; and

             (c)  where the trust indenture requires compliance with conditions that are subject to review by an auditor or accountant, an opinion or report of the auditor of the issuer or guarantor, or another accountant that the trustee may select, that those conditions have been complied with.

1986 c12 s147

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Further evidence of compliance

   152. The evidence of compliance referred to in section 151 shall include a statement by the person giving the evidence

             (a)  declaring that he or she has read and understands the conditions of the trust indenture described in section 150;

             (b)  describing the nature and scope of the examination or investigation upon which he or she based the certificate, statement or opinion; and

             (c)  declaring that he or she has made the examination or investigation that he or she believes necessary to enable him or her to make the statements or give the opinions contained or expressed in it.

1986 c12 s148

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Evidence of compliance upon demand of trustee

   153. Upon the demand of a trustee, the issuer or guarantor of debt obligations issued under a trust indenture shall provide the trustee with evidence in the form that the trustee may require as to compliance with a condition of it relating to an action required or permitted to be taken by the issuer or guarantor under the trust indenture.

1986 c12 s149

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Certificate of compliance

   154. At least once in each 12 month period beginning on the date of the trust indenture and at other times upon the demand of a trustee, the issuer or guarantor of debt obligations issued under a trust indenture shall provide the trustee with a certificate that the issuer or guarantor has complied with all requirements contained in the trust indenture that, if not complied with, would, with the giving of notice, lapse of time or otherwise, constitute an event of default, or, where there has been failure to so comply, giving particulars of the failure.

1986 c12 s150

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Notice of default

   155. The trustee shall give to the holders of debt obligations issued under a trust indenture, within 30 days after the trustee becomes aware of the occurrence of it, notice of every event of default arising under the trust indenture and continuing at the time the notice is given, unless the trustee reasonably believes that it is in the best interests of the holders of the debt obligations to withhold the notice and so informs the issuer and guarantor in writing.

1986 c12 s151

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Duty of care of trustee

   156. A trustee in exercising his or her powers and discharging his or her duties shall

             (a)  act honestly and in good faith with a view to the best interests of the holders of the debt obligations issued under the trust indenture; and

             (b)  exercise the care, diligence and skill of a reasonably prudent trustee.

1986 c12 s152

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Reliance on statement

   157. Notwithstanding section 156, a trustee is not liable where the trustee relies in good faith upon statements contained in a statutory declaration, certificate, opinion or report that complies with this Act or the trust indenture.

1986 c12 s153

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No exculpation

   158. A term of a trust indenture or of an agreement between a trustee and the holders of debt obligations issued under it or between the trustee and the issuer or guarantor does not operate to relieve a trustee from the duties imposed upon the trustee by section 156.

1986 c12 s154

PART VIII
RECEIVERS AND RECEIVER-MANAGERS

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Functions of receiver

   159. A receiver of property of a corporation may, subject to the rights of secured creditors,

             (a)  receive the income from the property;

             (b)  pay the liabilities connected with the property; and

             (c)  realize the security interest of those on behalf of whom the receiver is appointed,

but, except to the extent permitted by a court, the receiver shall not carry on the business of the corporation.

1986 c12 s155

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Functions of receiver- manager

   160. A receiver of a corporation may, where the receiver is also appointed receiver-manager of the corporation, carry on a business of the corporation to protect the security interest of those on behalf of whom the receiver is appointed.

1986 c12 s156

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Directors' powers cease

   161. Where a receiver-manager is appointed by a court or under an instrument, the powers of the directors of the corporation that the receiver-manager is authorized to exercise may not be exercised by the directors until the receiver-manager is discharged.

1986 c12 s157

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Duty under court order

   162. A receiver or receiver-manager appointed by a court shall act in accordance with the directions of the court.

1986 c12 s158

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Duty under instrument

   163. A receiver or receiver-manager appointed under an instrument shall act in accordance with that instrument and a direction of a court made under section 165.

1986 c12 s159

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Duty of care

   164. A receiver or receiver-manager of a corporation appointed under an instrument shall

             (a)  act honestly and in good faith; and

             (b)  deal with property of the corporation in his or her possession or control in a commercially reasonable manner.

1986 c12 s160

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Directions by court

   165. Upon an application by a receiver or receiver-manager, whether appointed by a court or under an instrument, or upon an application by an interested person, a court may make an order it thinks appropriate including

             (a)  an order appointing, replacing or discharging a receiver or receiver-manager and approving his or her accounts;

             (b)  an order determining the notice to be given to a person, or dispensing with notice to a person;

             (c)  an order fixing the remuneration of the receiver or receiver-manager;

             (d)  an order requiring the receiver or receiver-manager, or a person by or on behalf of whom the receiver or receiver-manager is appointed, to make good a default in connection with the receiver's or receiver-manager's custody or management of the property and business of the corporation, or to relieve a person from a default on the terms that the court thinks appropriate, and to confirm an act of the receiver or receiver-manager; and

             (e)  an order giving directions on a matter relating to the duties of the receiver or receiver-manager.

1986 c12 s161; 1987 c38 Sch A

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Duties of receiver

   166. A receiver or receiver-manager shall

             (a)  immediately notify the registrar of his or her appointment and discharge;

             (b)  take into his or her custody and control the property of the corporation in accordance with the court order or instrument under which the receiver or receiver-manager is appointed;

             (c)  open and maintain a bank account in his or her name as receiver or receiver-manager of the corporation for the money of the corporation coming under his or her control;

             (d)  keep detailed accounts of all transactions carried out by the receiver or receiver-manager as receiver or receiver-manager;

             (e)  keep accounts of his or her administration, which shall be available during usual business hours for inspection by the directors of the corporation;

              (f)  prepare at least once in every 6 month period after the date of his or her appointment financial statements of his or her administration where practicable in the form required by section 258;

             (g)  upon completion of his or her duties, render a final account of his or her administration in the form adopted for interim accounts under paragraph (f); and

             (h)  file with the registrar a copy of a financial statement mentioned in paragraph (f) and a final account mentioned in paragraph (g) within 15 days of the preparation of the financial statement or rendering of the final account.

1986 c12 s162

PART IX
DIRECTORS AND OFFICERS

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Duty to manage

   167. Subject to a unanimous shareholder agreement, the directors of a corporation shall

             (a)  exercise the powers of the corporation directly or indirectly through the employees and agents of the corporation; and

             (b)  direct the management of the business and affairs of the corporation.

1986 c12 s163

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Number of directors

   168. A corporation shall have 1 or more directors but a corporation, any of the issued securities of which are or were part of a distribution to the public, shall have no fewer than 3 directors, at least 2 of whom are not officers or employees of the corporation or its affiliates.

1986 c12 s164

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Restrictions

   169. Where the articles restrict in whole or in part the powers of the directors to manage the business and affairs of the corporation, the shareholders have all the rights, powers and duties of the directors to the extent the articles restrict the powers of the directors, and the directors are as a result relieved of their duties and liabilities to the same extent.

1986 c12 s165

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Directors' amendments of by-laws

   170. (1) Unless the articles, by-laws or a unanimous shareholder agreement otherwise provides, the directors may by resolution make, amend or repeal by-laws that regulate the business or affairs of the corporation.

             (2)  The directors shall submit a by-law, or an amendment or a repeal of a by-law, made under subsection (1) to the shareholders at the next meeting of shareholders, and the shareholders may, by ordinary resolution, confirm, reject or amend the by-law or its amendment or repeal.

             (3)  A by-law, or an amendment or a repeal of a by-law, is effective from the date of the resolution of the directors under subsection (1) until

             (a)  it is confirmed, confirmed as amended or rejected by the shareholders under subsection (2); or

             (b)  it stops being effective under subsection (4),

and, where the by-law is confirmed or confirmed as amended, it continues in effect in the form in which it was so confirmed.

             (4)  Where a by-law or an amendment or a repeal of a by-law is rejected by the shareholders, or where the directors do not submit a by-law or an amendment or a repeal of a by-law to the shareholders as required under subsection (2), the by-law or amendment or repeal of a by-law stops being effective and no subsequent resolution of the directors to make, amend or repeal a by-law having substantially the same purpose or effect is effective until it is confirmed or confirmed as amended by the shareholders.

             (5)  A shareholder entitled to vote at an annual meeting of shareholders may, in accordance with sections 224 to 232, make a proposal to make, amend or repeal a by-law.

1986 c12 s166

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Organization meeting

   171. (1) After issue of the certificate of incorporation, a meeting of the directors of the corporation shall be held at which the directors may

             (a)  make by-laws;

             (b)  adopt forms of security certificates and corporate records;

             (c)  authorize the issue of securities;

             (d)  appoint officers;

             (e)  appoint an auditor to hold office until the 1st annual meeting of shareholders;

              (f)  make banking arrangements; and

             (g)  transact other business.

             (2)  An incorporator or a director may call the meeting of directors referred to in subsection (1) by giving not less than 5 days' notice of it by mail to each director, stating the time and place of the meeting.

             (3)  Subsection (1) does not apply to a corporation to which a certificate of amalgamation has been issued under section 294 or to which a certificate of continuance has been issued under section 296.

1986 c12 s167

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Persons disqualified as directors

   172. The following persons are disqualified from being a director of a corporation, a person who

             (a)  is less than 19 years of age;

             (b)  is mentally incompetent and has been so found by a court in Canada or elsewhere;

             (c)  is not an individual; and

             (d)  has the status of a bankrupt.

1986 c12 s168

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Share qualification

   173. Unless the articles otherwise provide, a director of a corporation is not required to hold shares issued by the corporation.

1986 c12 s169

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Residency requirement

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

             (2)  [Rep. by 2004 c14 s2]

             (3)  A body corporate incorporated under The Companies Act and continued under this Act shall be exempted from the provisions of subsection (1) where the body corporate maintains the same proportion of non-resident directors after January 1, 1987 as that body corporate had before January 1, 1987 .

             (4)  Subsection (1) does not apply to a body corporate that earns no income in Canada .

1986 c12 s170; 1987 c38 s9; 1990 c52 s1; 2004 c14 s2

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Notice of directors and term of office

   175. (1) At the time of sending articles of incorporation, the incorporators shall send to the registrar a notice of directors in the prescribed form and the registrar shall file the notice.

             (2)  A director named in the notice referred to in subsection (1) holds office from the issue of the certificate of incorporation until the 1st meeting of shareholders.

             (3)  Shareholders of a corporation shall, by ordinary resolution at the 1st meeting of shareholders and at each succeeding annual meeting at which an election of directors is required, elect directors to hold office for a term expiring not later than the close of the 3rd annual meeting of shareholders following the election.

             (4)  The directors elected at a meeting of shareholders need not hold office for the same term.

             (5)  A director not elected for an expressly stated term stops holding office at the close of the 1st annual meeting of shareholders following the director's election.

             (6)  Notwithstanding subsections (2), (3) and (5), where directors are not elected at a meeting of shareholders, the incumbent directors continue in office until their successors are elected.

             (7)  Where a meeting of shareholders fails to elect the number or the minimum number of directors required by the articles because of the disqualification, incapacity or death of candidates, the directors elected at that meeting may exercise the powers of the directors where the number of directors so elected constitutes a quorum.

1986 c12 s171

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Cumulative voting

   176. Where the articles provide for cumulative voting, the following rules apply:

             (a)  the articles shall require a fixed number and not a minimum and maximum number of directors;

             (b)  each shareholder entitled to vote at an election of directors has the right to cast a number of votes equal to the number of votes attached to the shares held by the shareholder multiplied by the number of directors to be elected, and the shareholder may cast all votes in favour of 1 candidate or distribute them among the candidates in any manner;

             (c)  a separate vote of shareholders shall be taken with respect to each candidate nominated for director unless a resolution is passed unanimously permitting 2 or more persons to be elected by a single resolution;

             (d)  where a shareholder has voted for more than 1 candidate without specifying the distribution of the shareholder's votes among the candidates, the shareholder has distributed his or her votes equally among the candidates for whom the shareholder voted;

             (e)  where the number of candidates nominated for director exceeds the number of positions to be filled, the candidates who receive the least number of votes shall be eliminated until the number of candidates remaining equals the number of positions to be filled;

              (f)  each director stops holding office at the close of the 1st annual meeting of shareholders following his or her election;

             (g)  notwithstanding subsection 179(1), a director may not be removed from office where the votes cast against the director's removal would be sufficient to elect the director and those votes could be voted cumulatively at an election at which the same total number of votes were cast and the number of directors required by the articles were then being elected; and

             (h)  notwithstanding subsection 182(1) or paragraph 279(1)(m), the number of directors required by the articles may not be decreased where the votes cast against the motion to decrease would be sufficient to elect a director and those votes could be voted cumulatively at an election at which the same total number of votes were cast and the number of directors required by the articles were then being elected.

1986 c12 s172

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Directors leave office

   177. A director of a corporation stops holding office when

             (a)  the director dies or resigns;

             (b)  the director is removed in accordance with section 179; or

             (c)  the director becomes disqualified under section 172.

1986 c12 s173

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Resignation of director

   178. A resignation of a director becomes effective at the time a written resignation is sent to the corporation, or at the time specified in the resignation, whichever is later.

1986 c12 s174

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Removal of directors, etc.

   179. (1) The shareholders of a corporation may by ordinary resolution at a special meeting remove directors from office.

             (2)  Where the holders of a class or series of shares of a corporation have an exclusive right to elect 1 or more directors, a director so elected may only be removed by an ordinary resolution at a meeting of the shareholders of that class or series.

             (3)  A vacancy created by the removal of a director may be filled at the meeting of the shareholders at which the director is removed, or if not so filled, may be filled under section 181.

1986 c12 s175

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Director's rights re shareholders

   180. (1) A director of a corporation is entitled to receive notice of and to attend and be heard at meetings of shareholders.

             (2)  A director who

             (a)  resigns;

             (b)  receives a notice or otherwise learns of a meeting of shareholders called for the purpose of removing the director from office; or

             (c)  receives a notice or otherwise learns of a meeting of directors or shareholders at which another person is to be appointed or elected to fill the office of director, whether because of his or her resignation or removal or because his or her term of office has expired or is about to expire,

is entitled to submit to the corporation a written statement giving the reasons for his or her resignation or the reasons why the director opposes a proposed action or resolution.

             (3)  A corporation shall immediately send a copy of the statement referred to in subsection (2) to shareholders entitled to receive notice of a meeting referred to in subsection (1) and, where the corporation is a distributing corporation, to the registrar unless the statement is included in or attached to a management proxy circular required by section 251.

             (4)  A corporation or person acting on its behalf does not incur liability by reason only of circulating a director's statement in compliance with subsection (3).

1986 c12 s176

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Filling vacancy among directors

   181. (1) Notwithstanding subsection 184(3), a quorum of directors may fill a vacancy among the directors, except a vacancy resulting from an increase in the number or minimum number of directors or from a failure to elect the number or minimum number of directors required by the articles.

             (2)  Where there is not a quorum of directors, or where there has been a failure to elect the number or minimum number of directors required by the articles, the directors then in office shall immediately call a special meeting of shareholders to fill the vacancy and, where they fail to call a meeting or where there are no directors then in office, the meeting may be called by a shareholder.

             (3)  Notwithstanding subsection (1), where the holders of a class or series of shares of a corporation have an exclusive right to elect 1 or more directors and a vacancy occurs among those directors

             (a)  then the remaining directors elected by that class or series may fill the vacancy except a vacancy resulting from an increase in the number or minimum number of directors for that class or series or from a failure to elect the number or minimum number of directors for that class or series; or

             (b)  where there are no such remaining directors, a holder of shares of that class or series may call a meeting of the holders of that class or series for the purpose of filling the vacancy.

             (4)  Notwithstanding subsection (1) and paragraph 3(a), the articles may provide that a vacancy among the directors be filled only

             (a)  by a vote of the shareholders; or

             (b)  by a vote of the holders of a class or series of shares having an exclusive right to elect 1 or more directors, where the vacancy occurs among the directors elected by that class or series.

             (5)  A director appointed or elected to fill a vacancy holds office for the unexpired term of his or her predecessor.

1986 c12 s177

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Changing number of directors

   182. (1) Notwithstanding paragraph 279(1)(m), the shareholders of a corporation may amend the articles to increase or to decrease the number of directors, or the minimum or maximum number of directors, but no decrease shortens the term of an incumbent director.

             (2)  Where the shareholders adopt an amendment to the articles of a corporation to increase the number or minimum number of directors, the shareholders may, at the meeting at which they adopt the amendment, elect the additional number of directors authorized by the amendment, and for that purpose, notwithstanding subsection 286(2) and subsection 393(3), on the issue of a certificate of amendment the articles are considered to be amended as of the date the shareholders adopt the amendment to the articles.

1986 c12 s178

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Notice of change of directors

   183. (1) Within 15 days after a change is made among its directors, a corporation shall send to the registrar a notice in the prescribed form setting out the change and the registrar shall file the notice.

             (2)  An interested person, or the registrar, may apply to a court for an order to require a corporation to comply with subsection (1), and the court may so order and make a further order it thinks appropriate.

             (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.

1986 c12 s179; 2004 c14 s3

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Meeting of directors

   184. (1) Unless the articles or by-laws otherwise provide, the directors may meet at any place, and upon the notice that the by-laws require.

             (2)  Subject to the articles or by-laws, a majority of the number of directors or minimum number of directors required by the articles constitutes a quorum at a meeting of directors and, notwithstanding a vacancy among the directors, a quorum of directors may exercise the powers of the directors.

             (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.

1986 c12 s180; 2004 c14 s4

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Notice of meeting of directors

   185. (1) A notice of a meeting of directors shall specify a matter referred to in subsection 189(3) that is to be dealt with at the meeting but, unless the by-laws otherwise provide, the notice need not specify the purpose of or the business to be transacted at the meeting.

             (2)  A director may in any manner waive a notice of a meeting of directors; and attendance of a director at a meeting of directors is a waiver of notice of the meeting, except when a director attends a meeting for the express purpose of objecting to the transaction of business on the grounds that the meeting is not lawfully called.

1986 c12 s181; 1987 c38 Sch A

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Notice of adjourned meeting

   186. Notice of an adjourned meeting of directors is not required to be given where the time and place of the adjourned meeting is announced at the original meeting.

1986 c12 s182

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One director meeting

   187. Where a corporation has only 1 director, that director may constitute a meeting.

1986 c12 s183

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Meeting by telephone

   188. (1) Subject to the by-laws, a director may, where all the directors of the corporation consent, participate in a meeting of directors or of a committee of directors by means of the telephone or other communications facilities that permit all persons participating in the meeting to hear each other.

             (2)  A director participating in a meeting by the means that are described in subsection (1) is, for the purpose of this Act, present at that meeting.

1986 c12 s184

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Delegation of director's powers

   189. (1) Directors of a corporation may appoint from their number a managing director who is a resident Canadian or a committee of directors and delegate to the managing director or committee the powers of the directors.

             (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.

             (3)  Notwithstanding subsection (1), a managing director and a committee of directors may not

             (a)  submit to the shareholders a question or matter requiring the approval of the shareholders;

             (b)  fill a vacancy among the directors or in the office of auditor;

             (c)  issue securities except in the manner and on the terms authorized by the directors;

             (d)  declare dividends;

             (e)  purchase, redeem or otherwise acquire shares issued by the corporation;

              (f)  pay a commission referred to in section 75;

             (g)  approve a management proxy circular referred to in Part XII;

             (h)  approve financial statements referred to in section 258;

              (i)  approve a take-over bid circular or director's circular referred to in Part XV; or

              (j)  adopt, amend or repeal by-laws.

1986 c12 s185; 1987 c38 Sch A; 1988 c54 s9; 2004 c14 s5

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Validity of acts

   190. An act of a director or officer is valid notwithstanding an irregularity in the director's or officer's election or appointment or a defect in the director's or officer's qualification.

1986 c12 s186

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Resolution instead of meeting

   191. (1) Where a written resolution is signed by all the directors entitled to vote on that resolution at a meeting of directors or committee of directors,

             (a)  the resolution is as valid as if it had been passed at a meeting of directors or committee of directors; and

             (b)  the resolution satisfies all the requirements of this Act relating to meetings of directors or a committee of directors.

             (2)  A copy of a resolution referred to in subsection (1) shall be kept with the minutes of the proceedings of the directors or committee of directors.

1986 c12 s187

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Directors' liability for share issue

   192. Directors of a corporation who vote for or consent to a resolution authorizing the issue of a share under section 49 for a consideration other than money are jointly and individually liable to the corporation to make good an amount by which the consideration received is less than the fair equivalent of the money that the corporation would have received if the share had been issued for money on the date of the resolution.

1986 c12 s188

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Other directors' liabilities

   193. Directors of a corporation who vote for or consent to a resolution authorizing

             (a)  a purchase, redemption or other acquisition of shares contrary to section 62, 63 or 64;

             (b)  a commission contrary to section 75;

             (c)  a payment of a dividend contrary to section 76;

             (d)  financial assistance contrary to sections 78 and 79;

             (e)  a payment of an indemnity contrary to any of the provisions of sections 205 to 209; or

              (f)  a payment to a shareholder contrary to the provisions of sections 304 to 313 or 371,

are jointly and individually liable to restore to the corporation amounts so distributed or paid and not otherwise recovered by the corporation.

1986 c12 s189

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Contributions from other directors

   194. A director who has satisfied a judgment rendered under section 192 or 193 is entitled to contribution from the other directors who voted for or consented to the unlawful act upon which the judgment was founded.

1986 c12 s190

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Recovery by directors

   195. (1) A director liable under section 193 is entitled to apply to a court for an order compelling a shareholder or other recipient to pay or deliver to the director money or property that was paid or distributed to the shareholder or other recipient contrary to section 62, 63, 64, 75, 76, 78, 79, 205 to 209, 304 to 313 or 371.

             (2)  In connection with an application under subsection (1), a court may, where it is satisfied that it is equitable to do so,

             (a)  order a shareholder or other recipient to pay or deliver to a director money or property that was paid or distributed to the shareholder or other recipient contrary to section 62, 63, 64, 75, 76, 78, 79, 205 to 209, 304 to 313 or 371;

             (b)  order a corporation to return or issue shares to a person from whom the corporation has purchased, redeemed or otherwise acquired shares; and

             (c)  make a further order it thinks appropriate.

1986 c12 s191

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Defence to liability of directors

   196. A director is not liable under section 192 where the director proves that he or she did not know and could not reasonably have known that the share was issued for a consideration less than the fair equivalent of the money that the corporation would have received if the share had been issued for money.

1986 c12 s192

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Time limited for action

   197. An action to enforce a liability imposed by section 192 or 193 may not be started after 2 years from the date of the resolution authorizing the action complained of.

1986 c12 s193

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Interest in contract by director

   198. (1) A director or officer of a corporation

             (a)  who is a party to a material contract or proposed material contract with the corporation; or

             (b)  who is a director or an officer of or has a material interest in a person who is a party to a material contract or proposed material contract with the corporation,

shall disclose in writing to the corporation, or request to have entered in the minutes of meetings of directors, the nature and extent of his or her interest.

             (2)  The disclosure required by subsection (1) shall be made, in the case of a director,

             (a)  at the meeting at which a proposed contract is first considered;

             (b)  where the director was not then interested in a proposed contract, at the 1st meeting after the director becomes interested;

             (c)  where the director becomes interested after a contract is made, at the 1st meeting after the director becomes interested; or

             (d)  where a person who is interested in a contract later becomes a director, at the 1st meeting after that person becomes a director.

             (3)  The disclosure required by subsection (1) shall be made, in the case of an officer who is not a director,

             (a)  immediately after the officer becomes aware that the contract or proposed contract is to be considered or has been considered at a meeting of directors;

             (b)  where the officer becomes interested after a contract is made, immediately after the officer becomes interested; or

             (c)  where a person who is interested in a contract later becomes an officer, immediately after that person becomes an officer.

             (4)  Where a material contract or proposed material contract is one that, in the ordinary course of the corporation's business, would not require approval by the directors or shareholders, a director or officer shall disclose in writing to the corporation or request to have entered in the minutes of meetings of directors the nature and extent of his or her interest immediately after the director or officer becomes aware of the contract or proposed contract.

             (5)  A director referred to in subsection (1) may vote on a resolution to approve the contract where the contract is

             (a)  an arrangement by way of security for money lent to or obligations undertaken by the director for the benefit of the corporation or an affiliate;

             (b)  a contract relating primarily to his or her remuneration as a director, officer, employee or agent of the corporation or an affiliate;

             (c)  a contract for indemnity or insurance under sections 205 to 209; or

             (d)  a contract with an affiliate.

1986 c12 s194

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Continuing disclosure

   199. For the purposes of section 198, a general notice to the directors by a director or officer that declares that the director or officer is a director or officer of or has a material interest in a person and is to be regarded as interested in a contract made with that person is a sufficient declaration of interest in relation to a contract so made.

1986 c12 s195

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Avoidance standards

   200. A material contract between a corporation and 1 or more of its directors or officers, or between a corporation and another person of which a director or officer of the corporation is a director or officer or in which a director or officer has a material interest, is neither void nor voidable

             (a)  by reason only of that relationship; or

             (b)  by reason only that a director with an interest in the contract is present at or is counted to determine the presence of a quorum at a meeting of directors or committee of directors that authorized the contract,

where the director or officer disclosed his or her interest in accordance with subsections 198(2), (3), (4) or section 199, and the contract was approved by the directors or the shareholders and was reasonable and fair to the corporation at the time it was approved.

1986 c12 196

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Setting contract aside

   201. Where a director or officer of a corporation fails to disclose his or her interest in a material contract in accordance with section 198 or 199, a court may, upon the application of the corporation or a shareholder of the corporation, set aside the contract on the terms that it thinks appropriate.

1986 c12 s197

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Appointment of officers

   202. Subject to the articles, the by-laws or a unanimous shareholder agreement,

             (a)  the directors may designate the offices of the corporation, appoint as officers persons of full capacity, specify their duties and delegate to them powers to manage the business and affairs of the corporation, except powers to do anything referred to in subsection 189(3);

             (b)  a director may be appointed to an office of the corporation; and

             (c)  2 or more offices of the corporation may be held by the same person.

1986 c12 s198

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Duties of directors and officers

   203. (1) A director and officer of a corporation in exercising his or her powers and discharging his or her duties shall

             (a)  act honestly and in good faith with a view to the best interests of the corporation; and

             (b)  exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

             (2)  A director and officer of a corporation shall comply with this Act, the regulations, articles, by-laws and a unanimous shareholder agreement.

             (3)  A provision in a contract, the articles, the by-laws or a resolution does not relieve a director or officer from the duty to act in accordance with this Act or the regulations or relieve the director or officer from liability for a breach of this Act or the regulations.

1986 c12 s199

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Dissent to acts of other directors

   204. (1) A director who is present at a meeting of directors or committee of directors is considered to have consented to a resolution passed or action taken unless

             (a)  the director requests that his or her dissent be entered in the minutes of the meeting;

             (b)  the director sends his or her written dissent to the secretary of the meeting before the meeting is adjourned; or

             (c)  the director sends his or her dissent by registered mail or delivers it to the registered office of the corporation immediately after the meeting is adjourned.

             (2)  A director who votes for or consents to a resolution is not entitled to dissent under subsection (1).

             (3)  A director who was not present at a meeting at which a resolution was passed or action taken is presumed to have consented to it unless within 7 days after the director becomes aware of the resolution the director

             (a)  places his or her dissent with the minutes of the meeting; or

             (b)  sends his or her dissent by registered mail or delivers it to the registered office of the corporation.

1986 c12 s200; 1987 c38 Sch A

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Indemnification by corporation

   205. (1) Except in respect of an action by or on behalf of a corporation or body corporate to obtain a judgment in its favour, a corporation may indemnify

             (a)  a director or officer of the corporation;

             (b)  a former director or officer of the corporation; or

             (c)  a person who acts or acted at the corporation's request as a director or officer of a body corporate of which the corporation is or was a shareholder or creditor,

and his or her heirs and legal representatives, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the person in respect of a civil, criminal or administrative action or proceeding to which the person is made a party because of being or having been a director or officer of that corporation or body corporate.

             (2)  Subsection (1) does not apply unless the director or officer to be indemnified

             (a)  acted honestly and in good faith with a view to the best interests of the corporation; and

             (b)  in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, had reasonable grounds for believing that his or her conduct was lawful.

1986 c12 s201

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Indemnification in derivative actions

   206. A corporation may with the approval of a court indemnify a person referred to in section 205 in respect of an action by or on behalf of the corporation or body corporate to obtain a judgment in its favour, to which the person is made a party because of being or having been a director or an officer of the corporation or body corporate, against all costs, charges and expenses reasonably incurred by the person in connection with the action where the person fulfils the conditions set out in paragraphs 205(2)(a) and (b).

1986 c12 s202

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Right to indemnify

   207. Notwithstanding section 205 or 206, a person described in section 205 is entitled to indemnity from the corporation in respect of costs, charges and expenses reasonably incurred by the person in connection with the defence of a civil, criminal or administrative action or proceeding to which the person is made a party because of being or having been a director or officer of the corporation or body corporate, where the person seeking indemnity

             (a)  was substantially successful on the merits in his or her defence of the action or proceeding;

             (b)  qualifies in accordance with the standards set out in section 205 or 206; and

             (c)  is fairly and reasonably entitled to indemnity.

1986 c12 s203; 1987 c38 Sch A

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Directors' and officers' insurance

   208. A corporation may purchase and maintain insurance for the benefit of a person referred to in section 205 against liability incurred by the person

             (a)  in his or her capacity as a director or officer of the corporation, except where the liability relates to his or her failure to act honestly and in good faith with a view to the best interests of the corporation; or

             (b)  in his or her capacity as a director or officer of another body corporate where he or she acts or acted in that capacity at the corporation's request, except where the liability relates to his or her failure to act honestly and in good faith with a view to the best interests of the body corporate.

1986 c12 s204

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Court approval of indemnity

   209. (1) A corporation or a person referred to in section 205 may apply to a court for an order approving an indemnity under that section and the court may so order and make a further order it thinks appropriate.

             (2)  An applicant under subsection (1) shall give the registrar notice of the application and the registrar is entitled to appear and be heard in person or by counsel.

             (3)  Upon an application under subsection (1), the court may order notice to be given to an interested person and that person is entitled to appear and be heard in person or by counsel.

1986 c12 s205

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Remuneration of directors, etc.

   210. Subject to the articles, the by-laws or a unanimous shareholder agreement, the directors of a corporation may fix the remuneration of the directors, officers and employees of the corporation.

1986 c12 s206

PART X
INSIDER TRADING

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Definition of "insider"

   211. (1) In this Part, "insider" means, in respect of a corporation,

             (a)  a director or an officer of the corporation;

             (b)  a corporation that purchases or otherwise acquires shares issued by it or by an affiliate;

             (c)  a person who beneficially owns more than 10% of the shares of the corporation or who exercises control or direction over more than 10% of the votes attached to the shares of the corporation;

             (d)  a person employed or retained by the corporation;

             (e)  an associate or affiliate of a person mentioned in paragraph (a) or (d); and

              (f)  a person who

                      (i)  receives specific confidential information from a person described in this section, including a person described in this paragraph, and

                     (ii)  has knowledge that the person giving the information is a person described in this section, including a person described in this paragraph.

             (2)  In this Part "share" means a share carrying voting rights under all circumstances or because of the occurrence of an event that has occurred and that is continuing, and includes

             (a)  a security currently convertible into such a share; and

             (b)  currently exercisable options and rights to acquire such a share or such a convertible security.

1986 c12 s207; 1987 c38 s10

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Presumed insider

   212. (1) For the purposes of this Part,

             (a)  a director or officer of a body corporate that is an insider of a corporation is an insider of the corporation;

             (b)  a director or officer of a body corporate that is a subsidiary is an insider of its holding corporation;

             (c)  a person is presumed to own beneficially shares beneficially owned by a body corporate controlled by the person directly or indirectly; and

             (d)  a body corporate is presumed to own beneficially shares beneficially owned by its affiliates.

             (2)  For the purposes of this Part,

             (a)  where a body corporate becomes an insider of a corporation, or enters into a business combination with a corporation, a director or officer of the body corporate is presumed to have been an insider of the corporation for the previous 6 months or for the shorter period that the director or officer of the body corporate was a director or an officer of the body corporate; and

             (b)  where a corporation becomes an insider of a body corporate, or enters into a business combination with a body corporate, a director or an officer of the body corporate is presumed to have been an insider of the corporation for the previous 6 months or for the shorter period that the director or officer of the body corporate was a director or officer of the body corporate.

             (3)  In subsection (2) "business combination" means an acquisition of all or substantially all the property of 1 body corporate by another or an amalgamation of 2 or more bodies corporate.

1986 c12 s208; 1987 c38 Sch A

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Liability of insider

   213. An insider who, in connection with a transaction in a security of the corporation or an affiliate, makes use of specific confidential information for his or her own benefit or advantage that, if generally known, might reasonably be expected to affect materially the value of the security

             (a)  is liable to compensate a person for direct loss suffered by that person as a result of the transaction, unless the information was known or in the exercise of reasonable diligence should have been known to that person; and

             (b)  is accountable to the corporation for a direct benefit or advantage received or receivable by the insider as a result of the transaction.

1986 c12 s209

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Time limited on action

   214. An action to enforce a right created by section 213 may not be started except within 2 years after the discovery of the facts that gave rise to the cause of action.

1986 c12 s210

PART XI
SHAREHOLDERS

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Meeting in province

   215. (1) Meetings of shareholders of a corporation shall be held at the place within the province that is provided for in the by-laws or, where it is not specified, at the place within the province that the directors determine.

             (2)  Notwithstanding subsection (1), a meeting of shareholders of a corporation may be held outside the province where all the shareholders entitled to vote at that meeting so agree.

             (3)  A shareholder who attends a meeting of shareholders held outside the province has so agreed unless the shareholder attends the meeting for the express purpose of objecting to the transaction of business on the grounds that the meeting is not lawfully held.

1986 c12 s211

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Meetings outside province

   216. Notwithstanding section 215, where the articles provide, meetings of shareholders may be held outside the province at 1 or more places specified in the articles.

1986 c12 s212

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Calling meetings

   217. The directors of a corporation

             (a)  shall call an annual meeting of shareholders not later than 18 months after the corporation comes into existence and subsequently not later than 15 months after holding the last preceding annual meeting; and

             (b)  may at any time call a special meeting of shareholders.

1986 c12 s213

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Record date

   218. (1) For the purpose of determining shareholders

             (a)  who are entitled to receive payment of a dividend;

             (b)  who are entitled to participate in a liquidation distribution; or

             (c)  for another purpose except the right to receive notice or to vote at a meeting,

the directors may fix in advance a date as the record date for the determination of shareholders, but the record date shall not precede by more than 50 days the particular action to be taken.

             (2)  For the purpose of determining shareholders entitled to receive notice of a meeting of shareholders, the directors may fix in advance a date as the record date for the determination of shareholders, but that record date shall not precede by more than 50 days or by less than 21 days the date on which the meeting is to be held.

1986 c12 s214

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Statutory record date

   219. Where no record date is fixed,

             (a)  the record date for the determination of shareholders entitled to receive notice of a meeting of shareholders is

                      (i)  at the close of business on the day immediately preceding the day on which the notice is given, or

                     (ii)  where no notice is given, the day on which the meeting is held; and

             (b)  the record date for the determination of shareholders for a purpose other than that specified in paragraph (a) is at the close of business on the day on which the directors pass the resolution relating to it.

1986 c12 s215

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Notice of record date

   220. Where a record date is fixed under section 218, notice of it shall, not less than 7 days before the date so fixed, be given

             (a)  by advertisement in a newspaper published or distributed in the place where the corporation has its registered office and in each place in Canada where it has a transfer agent or where a transfer of its shares may be recorded; and

             (b)  by written notice to each stock exchange in Canada on which the shares of the corporation are listed for trading.

1986 c12 s216

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Notice of meetings

   221. (1) Notice of the time and place of a meeting of shareholders shall be sent not less than 21 days nor more than 50 days before the meeting

             (a)  to each shareholder entitled to vote at the meeting;

             (b)  to each director; and

             (c)  to the auditor of the corporation.

             (2)  A notice of a meeting is not required to be sent to shareholders who were not registered on the records of the corporation or its transfer agent on the record date determined under section 218 or 219, but failure to receive notice does not deprive a shareholder of the right to vote at the meeting.

             (3)  Where a meeting of shareholders is adjourned for less than 30 days it is not necessary, unless the by-laws otherwise provide, to give notice of the adjourned meeting, other than by announcement at the earliest meeting that is adjourned.

             (4)  Where a meeting of shareholders is adjourned by 1 or more adjournments for an aggregate of 30 days or more, notice of the adjourned meeting shall be given as for an original meeting but, unless the meeting is adjourned by 1 or more adjournments for an aggregate of more than 90 days, subsection 250(1) does not apply.

1986 c12 s217; 1987 c38 Sch A

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Special business

   222. (1) All business transacted at a special meeting of shareholders and all business transacted at an annual meeting of shareholders, except consideration of the financial statements, auditor's report, election of directors and reappointment of the incumbent auditor, is special business.

             (2)  Notice of a meeting of shareholders at which special business is to be transacted shall state

             (a)  the nature of that business in sufficient detail to permit the shareholder to form a reasonable judgment on it; and

             (b)  the text of a special resolution to be submitted to the meeting.

1986 c12 s218

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Waiver of notice of meeting

   223. (1) A shareholder and another person entitled to attend a meeting of shareholders may waive notice of a meeting of shareholders.

             (2)  The attendance of a person at a meeting of shareholders is a waiver of notice of the meeting by that person unless the person attends the meeting for the express purpose of objecting to the transaction of business on the grounds that the meeting is not lawfully called.

1986 c12 s219

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Shareholder "proposals"

   224. A shareholder who is entitled to vote at an annual meeting of shareholders may

             (a)  submit to the corporation notice of a matter that the shareholder proposes to raise at the meeting, in this Part referred to as a "proposal"; and

             (b)  discuss at the meeting a matter in respect of which the shareholder would have been entitled to submit a proposal.

1986 c12 s220

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Proposal in management proxy circular

   225. (1) A corporation that solicits proxies shall set out the proposal in the management proxy circular required by section 251 or attach the proposal to it.

             (2)  Where so requested by the shareholder, the corporation shall include in the management proxy circular or attach to it

             (a)  a statement by the shareholder of not more than 200 words in support of the proposal; and

             (b)  the name and address of the shareholder.

1986 c12 s221

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Nomination for director in proposal

   226. (1) A proposal may include nominations for the election of directors where the proposal is signed by 1 or more holders of shares representing in the aggregate not less than 5% of shares or 5% of the shares of a class or series of shares of the corporation entitled to vote at the meeting to which the proposal is to be presented.

             (2)  This section does not preclude nominations made at a meeting of shareholders of a corporation that is not required to solicit proxies under section 250.

1986 c12 s222; 1987 c38 Sch A

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Non-compliance with s.225

   227. A corporation is not required to comply with section 225 where

             (a)  the proposal is not submitted to the corporation at least 90 days before the anniversary date of the previous annual meeting of shareholders;

             (b)  it clearly appears that the proposal is submitted by the shareholder primarily for the purpose of enforcing a personal claim or redressing a personal grievance against the corporation or its directors, officers or security holders, or primarily for the purpose of promoting general economic, political, racial, religious, social or similar causes;

             (c)  the corporation, at the shareholder's request, included a proposal in a management proxy circular relating to a meeting of shareholders held within 2 years preceding the receipt of the request, and the shareholder failed to present the proposal, in person or by proxy, at the meeting;

             (d)  substantially the same proposal was submitted to shareholders in a management proxy circular or a dissident's proxy circular relating to a meeting of shareholders held within 2 years preceding the receipt of the shareholder's request and the proposal was defeated; or

             (e)  the rights conferred by this section are being abused to secure publicity.

1986 c12 s223

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Immunity re proposal

   228. A corporation or person acting on its behalf does not incur liability by reason only of circulating a proposal or statement in compliance with section 225 or 251.

1986 c12 s224

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Notice of refusal

   229. Where a corporation refuses to include a proposal in a management proxy circular, the corporation shall, within 10 days after receiving the proposal,

             (a)  notify the shareholder who is submitting the proposal of the corporation's intention to omit the proposal from the management proxy circular; and

             (b)  send to the shareholder a statement of the reasons for the refusal.

1986 c12 s225

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Right to restrain meeting

   230. Upon the application of a shareholder claiming to be aggrieved by a corporation's refusal under section 229, a court may restrain the holding of the meeting to which the proposal is sought to be presented and make a further order it thinks appropriate.

1986 c12 s226

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Right to omit proposal

   231. A corporation or a person claiming to be aggrieved by a proposal may apply to a court for an order permitting the corporation to omit the proposal from the management proxy circular, and the court, where it is satisfied that section 227 applies, may make the order that it thinks appropriate.

1986 c12 s227

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Registrar entitled to notice

   232. An applicant under section 230 or 231 shall give the registrar notice of the application and the registrar is entitled to appear and be heard in person or by counsel.

1986 c12 s228

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Shareholder list and effect

   233. (1) A corporation shall prepare a list of the shareholders who are entitled to receive notice of a meeting, arranged in alphabetical order showing the number of shares held by each shareholder,

             (a)  where a record date is fixed under subsection 218(2), not later than 10 days after that date; or

             (b)  where no record date is fixed,

                      (i)  at the close of business on the day immediately preceding the day on which the notice is given, or

                     (ii)  where no notice is given, on the day on which the meeting was held.

             (2)  Where a corporation fixes a record date under subsection 218(2), a person named in the list prepared under paragraph (1)(a) is entitled to vote the shares shown opposite the person's name at the meeting to which the list relates, except to the extent that

             (a)  the person has transferred the ownership of any of his or her shares after the record date; and

             (b)  the transferee of the shares referred to in paragraph (a)

                      (i)  produces properly endorsed share certificates, or

                     (ii)  otherwise establishes that the transferee of the shares owns the shares,

and demands, not later than 10 days before the meeting, that his or her name be included in the list before the meeting, or the shorter period before the meeting that the by-laws of a corporation may provide

in which case the transferee is entitled to vote his or her shares at the meeting.

             (3)  Where a corporation does not fix a record date under subsection 218(2), a person named in a list prepared under paragraph (1)(b) is entitled to vote the shares shown opposite his or her name at the meeting to which the list relates except to the extent that

             (a)  the person has transferred the ownership of any of his or her shares after the date on which a list referred to in subparagraph (1)(b)(i) is prepared; and

             (b)  the transferee of those shares

                      (i)  produces properly endorsed share certificates, or

                     (ii)  otherwise establishes that he or she owns the shares

and demands not later than 10 days before the meeting or the shorter period before the meeting that the by-laws of the corporation may provide that his or her name be included in the list before the meeting,

in which case the transferee is entitled to vote his or her shares at the meeting.

1986 c12 s229; 1987 c38 Sch A

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Right to examine list

   234. A shareholder may examine the list of shareholders

             (a)  during usual business hours at the registered office of the corporation or at the place where its central securities register is maintained; and

             (b)  at the meeting of shareholders for which the list was prepared.

1986 c12 s230

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Quorum at meeting

   235. (1) Unless the by-laws otherwise provide, a quorum of shareholders is present at a meeting of shareholders where the holders of a majority of the shares entitled to vote at the meeting are present in person or represented by proxy.

             (2)  Where a quorum is present at the opening of a meeting of shareholders, the shareholders present may, unless the by-laws otherwise provide, proceed with the business of the meeting, notwithstanding that a quorum is not present throughout the meeting.

             (3)  Where a quorum is not present at the opening of a meeting of shareholders, the shareholders present may adjourn the meeting to a fixed time and place but may not transact other business.

             (4)  Where a corporation has only 1 shareholder, or only 1 holder of a class or series of shares, the shareholder present in person or by proxy constitutes a meeting.

1986 c12 s231

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Right to vote

   236. Unless the articles otherwise provide, each share of a corporation entitles the holder of it to 1 vote at a meeting of shareholders.

1986 c12 s232

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Representative voting

   237. (1) Where a body corporate or association is a shareholder of a corporation, the corporation shall recognize an individual authorized by a resolution of the directors or governing body of the body corporate or association to represent it at meetings of shareholders of the corporation.

             (2)  An individual authorized under subsection (1) may exercise, on behalf of the body corporate or association that the individual represents, the powers it could exercise if it were an individual shareholder.

1986 c12 s233

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Joint shareholders voting

   238. (1) Unless the by-laws otherwise provide, where 2 or more persons hold shares jointly, 1 of those holders present at a meeting of shareholders may, in the absence of the others, vote the shares.

             (2)  Where 2 or more of those persons who are present, in person or by proxy, vote, they shall vote as 1 on the shares jointly held by them.

1986 c12 s234

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Voting method

   239. (1) Unless the by-laws otherwise provide, voting at a meeting of shareholders shall be by show of hands except when a ballot is demanded by a shareholder or proxyholder entitled to vote at the meeting.

             (2)  A shareholder or proxyholder may demand a ballot either before or after a vote by show of hands.

1986 c12 s235

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Resolution instead of meeting

   240. (1) Except where a written statement is submitted by a director under section 180 or by an auditor under section 273

             (a)  a written resolution signed by the shareholders entitled to vote on that resolution at a meeting of shareholders is as valid as if it had been passed at a meeting of the shareholders; and

             (b)  a written resolution dealing with all matters required by this Act to be dealt with at a meeting of shareholders, and signed by the shareholders entitled to vote at that meeting, satisfies all the requirements of this Act relating to meetings of shareholders.

             (2)  A copy of a resolution referred to in subsection (1) shall be kept with the minutes of the meetings of shareholders.

1986 c12 s236

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Requisition of meeting by shareholders

   241. (1) The holders of not less than 5% of the issued shares of a corporation that carry the right to vote at a meeting sought to be held may requisition the directors to call a meeting of shareholders for the purposes stated in the requisition.

             (2)  The requisition referred to in subsection (1), which may consist of several documents of the same form each signed by 1 or more shareholders, shall state the business to be transacted at the meeting and be sent to each director and to the registered office of the corporation.

             (3)  Upon receiving the requisition referred to in subsection (1), the directors shall call a meeting of shareholders to transact the business stated in the requisition, unless

             (a)  a record date has been fixed under subsection 218(2) and notice of it has been given under section 220;

             (b)  the directors have called a meeting of shareholders and have given notice of it under section 221; or

             (c)  the business of the meeting as stated in the requisition includes matters described in paragraphs 227(b) to (e).

             (4)  Where the directors do not within 21 days after receiving the requisition referred to in subsection (1) call a meeting, a shareholder who signed the requisition may call the meeting.

             (5)  A meeting called under this section shall be called as nearly as possible in the manner in which meetings are to be called under the by-laws, this Part and Part XII.

             (6)  Unless the shareholders otherwise resolve at a meeting called under subsection (4), the corporation shall reimburse the shareholders the expenses reasonably incurred by them in requisitioning, calling and holding the meeting.

1986 c12 s237

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Meeting called by court

   242. (1) Upon the application of a director of a corporation, a shareholder who is entitled to vote at a meeting of the shareholders or the registrar, the court may,

             (a)  when it is impracticable

                      (i)  to call a meeting of shareholders in the manner in which meetings of shareholders may be called, or

                     (ii)  to conduct the meeting in the manner prescribed by the by-laws and this Act; or

             (b)  another reason thought appropriate by the court,

order a meeting of shareholders to be called, held and conducted in the manner that the court may direct.

             (2)  The court may order that a quorum required by the by-laws or this Act be varied or dispensed with at a meeting called, held and conducted under this section.

             (3)  A meeting called, held and conducted under this section is for all purposes a meeting of shareholders of the corporation duly called, held and conducted.

1986 c12 s238

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Court review of election or appointment

   243. (1) A corporation or a shareholder or director may apply to a court to determine a controversy with respect to an election or appointment of a director or auditor of the corporation.

             (2)  Upon an application under this section, the court may make an order it thinks appropriate including

             (a)  an order restraining a director or auditor whose election or appointment is challenged from acting pending determination of the dispute;

             (b)  an order declaring the result of the disputed election or appointment;

             (c)  an order requiring a new election or appointment and including in the order directions for the management of the business and affairs of the corporation until a new election is held or appointment made; and

             (d)  an order determining the voting rights of shareholders and of persons claiming to own shares.

1986 c12 s239

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Pooling agreement on voting

   244. A written agreement between 2 or more shareholders may provide that in exercising voting rights the shares held by them will be voted as provided in the agreement.

1986 c12 240

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Unanimous shareholder agreement

   245. (1) A unanimous shareholder agreement may provide for

             (a)  the regulation of the rights and liabilities of the shareholders, as shareholders, among themselves or between themselves and another party to the agreement;

             (b)  the regulation of the election of directors;

             (c)  the management of the business and affairs of the corporation, including the restriction or abrogation, in whole or in part, of the powers of the directors; and

             (d)  another matter that may be contained in a unanimous shareholder agreement under another provision of this Act.

             (2)  Where a person who is the beneficial owner of all the issued shares of a corporation makes a written declaration that restricts in whole or in part the powers of the directors to manage the business and affairs of the corporation, the declaration constitutes a unanimous shareholder agreement.

             (3)  Where a unanimous shareholder agreement is in effect at the time a share is issued by a corporation to a person other than an existing shareholder,

             (a)  that person shall be considered to be a party to the agreement whether or not the person had actual knowledge of it when the share certificate was issued;

             (b)  the issue of the share certificate does not operate to terminate the agreement; and

             (c)  where that person is a purchaser in good faith without actual knowledge of the unanimous shareholder agreement, that person may rescind the contract under which the shares were acquired by giving a notice to that effect to the corporation within a reasonable time after the person receives actual knowledge of the unanimous shareholder agreement.

             (4)  Where a unanimous shareholder agreement is in effect when a person who is not a party to the agreement acquires a share of the corporation, other than under subsection (3),

             (a)  the person who acquired the share shall be considered to be a party to the agreement whether or not the person had actual knowledge of it when the person acquired the share; and

             (b)  neither the acquisition of the share nor the registration of that person as a shareholder operates to terminate the agreement.

             (5)  Where

             (a)  a person referred to in subsection (4) is a protected purchaser as defined in theSecurities Transfer Act and did not have actual knowledge of the unanimous shareholder agreement, and

             (b)  the person’s transferor’s share certificate did not contain a reference to the unanimous shareholder agreement,

that person may, within 30 days after the person acquires actual knowledge of the existence of the agreement, send to the corporation a notice of objection to the agreement.

             (6)  Where a person sends a notice of objection under subsection (5),

             (a)  the person is entitled to be paid by the corporation the fair value of the shares held by the person, determined as of the close of business on the day on which the person became a shareholder; and

             (b)  subsection 305(5) and sections 308 to 313 apply, with the necessary changes, as if the notice of objection under subsection (5) were a written objection sent to the corporation under subsection 304(6).

             (7)  A transferee who is entitled to be paid the fair value of the transferee’s shares under subsection (6) also has the right to recover from the transferor by action, the amount by which the value of the consideration paid for the transferee’s shares exceeds the fair value of those shares.

             (8)  A shareholder who is a party or is considered to be a party to a unanimous shareholder agreement has all the rights, powers and duties and incurs all the liabilities of a director of the corporation to which the agreement relates to the extent that the agreement restricts the powers of the directors to manage the business and affairs of the corporation and the directors are thereby relieved of their duties and liabilities.

             (9)  A unanimous shareholder agreement shall not be amended without the written consent of all those who are shareholders at the effective date of the amendment.

           (10)  A unanimous shareholder agreement may exclude the application of the agreement to all but not part of this section.

           (11)  Where a unanimous shareholder agreement is executed or terminated, written notice of that fact together with the date of the execution or termination of it shall be filed with the registrar within 15 days.

2007 cS-13.01 s107

PART XII
PROXIES

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Definitions

   246. (1) In this Part

             (a)  "form of proxy" means a written or printed form that, upon completion and execution by or on behalf of a shareholder, becomes a proxy;

             (b)  "proxy" means a completed and executed form of proxy by means of which a shareholder appoints a proxyholder to attend and act on the shareholder's behalf at a meeting of shareholders;

             (c)  "registrant" means a securities broker or dealer required to be registered to trade or deal in securities under the laws of a jurisdiction;

             (d)  "solicit" or "solicitation" includes

                      (i)  a request for a proxy whether or not accompanied by or included in a form of proxy,

                     (ii)  a request to execute or not to execute a form of proxy or to revoke a proxy,

                    (iii)  the sending of a form of proxy or other communication to a shareholder under circumstances reasonably calculated to result in the procurement, withholding or revocation of a proxy, and

                    (iv)  the sending of a form of proxy to a shareholder under section 250; and

             (e)  "solicitation by or on behalf of the management of a corporation" means a solicitation by a person under a resolution or instructions of, or with the acquiescence of, the directors or a committee of the directors.

             (2)  Notwithstanding subsection (1), the term "solicit" or "solicitation" does not include

             (a)  the sending of a proxy in response to an unsolicited request made by or on behalf of a shareholder;

             (b)  the performance of administrative acts or professional services on behalf of a person soliciting a proxy;

             (c)  the sending by a registrant of the documents referred to in section 255; or

             (d)  a solicitation by a person in respect of shares of which the person is the beneficial owner.

1986 c12 s242

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Appointing proxyholders

   247. (1) A shareholder who is entitled to vote at a meeting of shareholders may by means of a proxy appoint a proxyholder or 1 or more alternate proxyholders, who are not required to be shareholders, to attend and act at the meeting in the manner and to the extent authorized by the proxy and with the authority conferred by the proxy.

             (2)  A proxy shall be executed by the shareholder or by the shareholder's attorney authorized in writing.

             (3)  A proxy is valid only at the meeting in respect of which it is given or an adjournment of the meeting.

1986 c12 s243

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Revocation of proxy

   248. A shareholder may revoke a proxy

             (a)  by depositing a written instrument executed by the shareholder or by the shareholder's attorney authorized in writing

                      (i)  at the registered office of the corporation at any time up to and including the last business day preceding the day of the meeting, or an adjournment of the meeting, at which the proxy is to be used, or

                     (ii)  with the chairperson of the meeting on the day of the meeting or an adjournment of the meeting; or

             (b)  in another manner permitted by law.

1986 c12 s244

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Deposit of proxies

   249. The directors may specify in a notice calling a meeting of shareholders a time not exceeding 48 hours, excluding Saturdays and holidays, preceding the meeting or an adjournment of the meeting before which time proxies to be used at the meeting shall be deposited with the corporation or its agent.

1986 c12 s245

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Mandatory solicitation

   250. Except where otherwise prescribed, the management of a distributing corporation shall, concurrently with giving notice of a meeting of shareholders, send a form of proxy in prescribed form to each shareholder who is entitled to receive notice of the meeting.

1986 c12 s246; 1987 c38 Sch A

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Soliciting proxies

   251. Except where otherwise prescribed, a person shall not solicit proxies unless there is sent to the auditor of the corporation, to each shareholder whose proxy is solicited and, where paragraph (b) applies, to the corporation,

             (a)  in the case of solicitation by or on behalf of the management of a corporation, a management proxy circular in prescribed form, either as an appendix to or as a separate document accompanying the notice of the meeting; or

             (b)  in the case of another solicitation, a dissident's proxy circular in prescribed form stating the purposes of the solicitation.

1986 c12 s247; 1987 c38 Sch A

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Documents to be sent registrar

   252. A person who is required under this Act to send a management proxy circular or dissident's proxy circular shall send concurrently a copy of it to the registrar together with a copy of the notice of meeting, form of proxy and other documents for use in connection with the meeting.

1986 c12 s248

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Exemption order

   253. Upon the application of an interested person, the registrar may, on the terms that the registrar thinks appropriate, exempt that person from a requirement of section 250 or 251, which exemption may be given retrospective effect.

1986 c12 s249

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Attendance at meeting

   254. (1) A person who solicits a proxy and is appointed proxyholder shall in person

             (a)  attend, or cause an alternate proxyholder to attend, the meeting in respect of which the proxy is given; and

             (b)  comply with the directions of the shareholder who appointed that person.

             (2)  A proxyholder or an alternate proxyholder has the same rights as the shareholder who appointed that proxyholder or an alternate proxyholder

             (a)  to speak at a meeting of shareholders in respect of a matter;

             (b)  to vote by way of ballot at the meeting; and

             (c)  except where a proxyholder or an alternate proxyholder has conflicting instructions from more than 1 shareholder, to vote at the meeting in respect of a matter by way of a show of hands.

1986 c12 s250

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Duty of non- beneficial owner

   255. (1) Shares of a corporation that are registered in the name of a registrant or a registrant's nominee and not beneficially owned by the registrant may not be voted unless the registrant immediately after receipt of it sends to the beneficial owner

             (a)  a copy of the notice of the meeting, financial statements, management proxy circular, dissident's proxy circular and other documents, other than the form of proxy, sent to shareholders by or on behalf of a person for use in connection with the meeting; and

             (b)  a written request for the instructions, except where the registrant has received written voting instructions from the beneficial owner.

             (2)  A registrant may not vote or appoint a proxyholder to vote shares registered in the registrant's name or in the name of the registrant's nominee that the registrant does not beneficially own unless the registrant receives voting instructions from the beneficial owner.

             (3)  A person by or on behalf of whom a solicitation is made shall, at the request of a registrant, immediately provide to the registrant at that person's expense the necessary number of copies of the documents referred to in paragraph (1)(a).

             (4)  A registrant shall vote or appoint a proxyholder to vote shares referred to in subsection (1) in accordance with written voting instructions received from the beneficial owner.

             (5)  Where requested by a beneficial owner, a registrant shall appoint the beneficial owner or a nominee of the beneficial owner as proxyholder.

             (6)  The failure of a registrant to comply with this section does not make void a meeting of shareholders or an action taken at a meeting.

1986 c12 s251

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Prohibition governs

   256. Nothing in section 255 gives a registrant the right to vote shares that registrant is otherwise prohibited from voting.

1986 c12 s252

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Restraining order

   257. (1) Where a form of proxy, management proxy circular or dissident's proxy circular contains an untrue statement of a material fact or omits to state a material fact required in it or necessary to make a statement contained in it not misleading in the light of the circumstances in which it was made, an interested person or the registrar may apply to a court.

             (2)  On an application under this section the court may make an order it thinks appropriate including

             (a)  an order restraining the solicitation, the holding of the meeting, or a person from implementing or acting upon a resolution passed at the meeting to which the form of proxy, management proxy circular or dissident's proxy circular relates;

             (b)  an order requiring correction and a form of proxy or proxy circular and a further solicitation; or

             (c)  an order adjourning the meeting.

             (3)  An applicant under this section shall give to the registrar notice of the application and the registrar is entitled to appear and to be heard in person or by counsel.

1986 c12 s253

PART XIII
FINANCIAL DISCLOSURE

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Annual financial statements

   258. (1) The directors of a corporation shall place before the shareholders at an annual meeting

             (a)  comparative financial statements, as prescribed, relating separately to

                      (i)  the period that began on the date the corporation came into existence and ended not more than 6 months before the annual meeting or, where the corporation has completed a financial year, the period that began immediately after the end of the last completed financial year and ended not more than 6 months before the annual meeting, and

                     (ii)  the immediately preceding financial year;

             (b)  the report of the auditor; and

             (c)  further information respecting the financial position of the corporation and the results of its operations required by the articles, the by-laws or a unanimous shareholder agreement.

             (2)  Notwithstanding paragraph (1)(a), the financial statements referred to in subparagraph (1)(a)(ii) may be omitted where the reason for the omission is set out in the financial statements, or in a note to it, to be placed before the shareholders at an annual meeting.

1986 c12 s254

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Exemption

   259. Notwithstanding subsection 258(1), upon the application of a corporation for authorization to omit from its financial statements an item prescribed, or to dispense with the publication of a particular financial statement prescribed, the registrar may, where the registrar reasonably believes that disclosure of the information contained in it would be detrimental to the corporation, permit its omission on those reasonable conditions that the registrar thinks appropriate.

1986 c12 s255

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Consolidated statements

   260. (1) A corporation shall keep at its registered office a copy of the financial statements of each of its subsidiary bodies corporate and of each body corporate the accounts of which are consolidated in the financial statements of the corporation.

             (2)  Shareholders of a corporation and their agents and legal representatives may upon request for them examine the statements referred to in subsection (1) during the usual business hours of the corporation and may make extracts from them free of charge.

             (3)  A corporation may, within 15 days of a request to examine statements under subsection (2), apply to a court for an order barring the right of a person to examine those statements; and the court may, where it is satisfied that the examination would be detrimental to the corporation or a subsidiary body corporate, bar the right and make a further order it thinks appropriate.

             (4)  A corporation shall give the registrar and the person asking to examine statements under subsection (2) notice of application under subsection (3); and the registrar and that person may appear and be heard in person or by counsel.

1986 c12 s256; 1987 c38 Sch A

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Approval of financial statements

   261. (1) The directors of a corporation shall approve the financial statements referred to in section 258 and the approval shall be evidenced by the signature of 1 or more directors.

             (2)  A corporation shall not issue, publish or circulate copies of the financial statements referred to in section 258 unless the financial statements are

             (a)  approved and signed in accordance with subsection (1); and

             (b)  accompanied by a report of the auditor of the corporation.

1986 c12 s257

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Copies to shareholders

   262. A corporation shall, not less than 21 days before each annual meeting of shareholders or before the signing of a resolution under paragraph 240(1)(b) instead of the annual meeting, send a copy of the documents referred to in section 258 to each shareholder except a shareholder who has informed the corporation in writing that he or she does not want a copy of those documents.

1986 c12 s258

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Copies to registrar

   263. (1) A corporation, any of the securities of which are part of a distribution to the public, remain outstanding and are held by more than 1 person, shall, not less than 21 days before each annual meeting of shareholders or immediately after the signing of a resolution under paragraph 240(1)(b) instead of the annual meeting, and not later than 15 months after the last date when the last preceding annual meeting should have been held or a resolution instead of the meeting should have been signed, send a copy of the documents referred to in section 258 to the registrar.

             (2)  Where a corporation referred to in subsection (1)

             (a)  sends interim financial statements or related documents to its shareholders; or

             (b)  is required to file interim financial statements or related documents with or to send them to a public authority or stock exchange,

the corporation shall immediately send copies of them to the registrar.

             (3)  A subsidiary corporation is not required to comply with this section, where

             (a)  the financial statements of its holding corporation are in consolidated or combined form and include the accounts of the subsidiary; and

             (b)  the consolidated or combined financial statements of the holding corporation are included in the documents sent to the registrar by the holding corporation in compliance with this section.

1986 c12 s259; 1987 c38 Sch A

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Disqualification of auditor

   264. (1) A person is disqualified from being an auditor of a corporation who is not independent of the corporation, an affiliate, or the directors or officers of the corporation or an affiliate.

             (2)  For the purposes of this section,

             (a)  independence is a question of fact; and

             (b)  a person is not independent where the person or that person's business partner

                      (i)  is a business partner, a director, an officer or an employee of the corporation or of an affiliate, or a business partner of a director, officer or employee of the corporation or an affiliate,

                     (ii)  beneficially owns or controls, directly or indirectly, a material interest in the securities of the corporation or an affiliate, or

                    (iii)  has been a receiver, receiver-manager, liquidator or trustee in bankruptcy of the corporation or an affiliate within 2 years of his or her proposed appointment as auditor of the corporation.

             (3)  An auditor who becomes disqualified under this section shall resign immediately after becoming aware of his or her disqualification.

             (4)  An interested person may apply to a court for an order declaring an auditor to be disqualified under this section and the office of auditor to be vacant.

             (5)  Notwithstanding subsection (1), an interested person may apply to a court for an order exempting an auditor from disqualification under this section and the court may, where it is satisfied that an exemption would not unfairly prejudice the shareholders, make an exemption order on the terms that it thinks appropriate, which order may be given retrospective effect.

1986 c12 s260

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Appointment of auditor

   265. (1) Shareholders of a corporation shall, by ordinary resolution, at the 1st annual meeting of shareholders and at each succeeding annual meeting, appoint an auditor to hold office until the close of the next annual meeting.

             (2)  An auditor appointed under section 171 is eligible for appointment under subsection (1).

             (3)  Notwithstanding subsection (1), where an auditor is not appointed at a meeting of shareholders, the incumbent auditor continues in office until his or her successor is appointed.

             (4)  The remuneration of an auditor may be fixed by ordinary resolution of shareholders or, where not so fixed, may be fixed by the directors.

1986 c12 s261

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Dispensing with auditor

   266. (1) Notwithstanding section 265, the shareholders of a corporation other than a corporation mentioned in subsection 263(1) may resolve not to appoint an auditor.

             (2)  A resolution under subsection (1) is valid only until the next succeeding annual meeting of shareholders.

             (3)  A resolution under subsection (1) is not valid unless it is consented to by all the shareholders, including shareholders not otherwise entitled to vote.

             (4)  Upon the application of a corporation that is a wholly owned subsidiary of a holding body corporate, the registrar may exempt the corporation from appointing an auditor in the circumstances that may be prescribed.

1986 c12 s262

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When auditor leaves office

   267. (1) An auditor of a corporation stops holding office when

             (a)  the auditor dies or resigns; or

             (b)  the auditor is removed under section 268.

             (2)  A resignation of an auditor becomes effective at the time a written resignation is sent to the corporation, or at the time specified in the resignation, whichever is later.

1986 c12 s263

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Removal of auditor

   268. (1) The shareholders of a corporation may by ordinary resolution at a special meeting remove from office the auditor other than an auditor appointed by a court under section 270.

             (2)  A vacancy created by the removal of an auditor may be filled at the meeting at which the auditor is removed or, where not so filled, may be filled under section 269.

1986 c12 s264

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Filling vacancy of auditor

   269. (1) The directors shall immediately fill a vacancy in the office of auditor.

             (2)  Where there is not a quorum of directors, the directors then in office shall, within 21 days after a vacancy in the office of auditor occurs, call a special meeting of shareholders to fill the vacancy and, where they fail to call a meeting or where there are no directors, the meeting may be called by a shareholder.

             (3)  Notwithstanding subsection (1), the articles of a corporation may provide that a vacancy in the office of auditor be filled only by vote of the shareholders.

             (4)  An auditor appointed to fill a vacancy holds office for the unexpired term of his or her predecessor.

1986 c12 s265

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Court appointed auditor

   270. (1) Where a corporation does not have an auditor, the court may, upon the application of a shareholder or the registrar, appoint and fix the remuneration of an auditor, who holds office until an auditor is appointed by the shareholders.

             (2)  Subsection (1) does not apply where the shareholders have resolved under section 266 not to appoint an auditor.

1986 c12 s266

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Auditor's right to attend meeting

   271. The auditor of a corporation is entitled to receive notice of meetings of shareholders and, at the expense of the corporation, to attend and be heard at meetings on matters relating to his or her duties as auditor.

1987 c12 s267

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Duty of auditor to attend meeting

   272. (1) Where a director or shareholder of a corporation, whether or not the shareholder is entitled to vote at the meeting, gives written notice not less than 10 days before a meeting of shareholders to the auditor or a former auditor of the corporation, the auditor or former auditor shall attend the meeting at the expense of the corporation and answer questions relating to his or her duties as auditor.

             (2)  A director or shareholder who sends a notice referred to in subsection (2) shall concurrently send a copy of the notice to the corporation.

1986 c12 s268

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Auditor shall submit statement

   273. (1) An auditor who

             (a)  resigns;

             (b)  receives notice or otherwise learns of a meeting of shareholders called for the purpose of removing the auditor from office;

             (c)  receives notice or otherwise learns of a meeting of directors or shareholders at which another person is to be appointed to fill the office of auditor, whether because of the resignation or removal of the incumbent auditor or because his or her term of office has expired or is about to expire; or

             (d)  receives a notice or otherwise learns of a meeting of shareholders at which a resolution referred to in section 268 is to be proposed,

is entitled to submit to the corporation a written statement giving the reasons for his or her resignation or the reasons why the auditor opposes a proposed action or resolution.

             (2)  The corporation shall immediately send a copy of the statement referred to in subsection (1) to a shareholder entitled to receive notice of a meeting referred to in section 271 and to the registrar unless the statement is included in or attached to a management proxy circular required by section 251.

             (3)  A person may not accept appointment or consent to be appointed as auditor of a corporation where he or she is replacing an auditor who has resigned, been removed or whose term of office has expired or is about to expire until he or she has requested and received from that auditor a written statement of the circumstances and the reasons why, in that auditor's opinion, the auditor is to be replaced.

             (4)  Notwithstanding subsection (3), a person otherwise qualified may accept appointment or consent to be appointed as auditor of a corporation where, within 15 days after making the request referred to in that subsection, he or she does not receive a reply.

             (5)  Unless subsection (4) applies, the appointment of a person who has not complied with subsection (3) is void.

1986 c12 s269

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Examination by auditor and report

   274. (1) An auditor of a corporation shall make the examination that is in the auditor's opinion necessary to enable the auditor to report in the prescribed manner on the financial statements required by this Act to be placed before the shareholders, except the financial statements or part of them that relate to the immediately preceding financial year referred to in subparagraph 258(1)(a)(ii).

             (2)  Notwithstanding section 275, an auditor of a corporation may reasonably rely upon the report of an auditor of a body corporate or unincorporated business the accounts of which are included in whole or in part in the financial statements of the corporation.

             (3)  For the purpose of subsection (2), reasonableness is a question of fact.

             (4)  Subsection (2) applies whether or not the financial statements of the holding corporation reported upon by the auditor are in consolidated form.

1986 c12 s270

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Right to information

   275. (1) Upon the demand of an auditor of a corporation, the present or former directors, officers, employees or agents of the corporation shall provide

             (a)  the information and explanations; and

             (b)  the access to records, documents, books, accounts and vouchers of the corporation or a subsidiary,

that are, in the opinion of the auditor, necessary to enable the auditor to make the examination and report required under section 274 and that the directors, officers, employees or agents are reasonably able to provide.

             (2)  Upon the demand of the auditor of a corporation, the directors of the corporation shall

             (a)  obtain from the present or former directors, officers, employees or agents of a subsidiary of the corporation the information and explanations that the directors, officers, employees and agents are reasonably able to provide and that are, in the opinion of the auditor, necessary to enable the auditor to make the examinations and report required under section 274; and

             (b)  provide the information and explanations so obtained to the auditor.

1986 c12 s271

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Audit committee

   276. (1) A distributing corporation shall, and another corporation may, have an audit committee composed of not less than 3 directors of the corporation, a majority of whom are not officers or employees of the corporation or an affiliate.

             (2)  Notwithstanding subsection (1), upon the application of a corporation for authorization to dispense with an audit committee, the registrar may, where the registrar is satisfied that the shareholders will not be prejudiced by the authorization, permit the corporation to dispense with an audit committee on those reasonable conditions that the registrar thinks appropriate.

             (3)  An audit committee shall review the financial statements of the corporation before the financial statements are approved under section 261.

             (4)  The auditor of a corporation is entitled to receive notice of meetings of the audit committee and, at the expense of the corporation, to attend and be heard at the meetings; and, where requested by a member of the audit committee, shall attend meetings of the committee held during the term of office of the auditor.

             (5)  The auditor of a corporation or a member of the audit committee may call a meeting of the committee.

1986 c12 s272

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Errors in financial statements

   277. (1) A director or officer of a corporation shall immediately notify the audit committee and the auditor of an error or misstatement of which the director or officer of a corporation becomes aware in a financial statement that the auditor or a former auditor has reported upon.

             (2)  Where the auditor or former auditor of a corporation is notified or becomes aware of an error or misstatement in a financial statement upon which the auditor or former auditor has reported, and where in his or her opinion the error or misstatement is material, the auditor or former auditor shall inform each director accordingly.

             (3)  Where, under subsection (2), the auditor or former auditor informs the directors, or where the directors otherwise have knowledge of an error or misstatement in a financial statement, the directors shall

             (a)  prepare and issue revised financial statements; or

             (b)  otherwise inform the shareholders and, where the corporation is one that is required to comply with section 263, it shall inform the registrar of the error or misstatement in the same manner as it informs the shareholders.

1986 c12 s273

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Auditor's privilege re defamation

   278. An auditor is not liable to a person in an action for defamation based on an act done or not done or a statement made by the auditor in good faith in connection with a matter the auditor is authorized or required to do under this Act.

1986 c12 s274

PART XIV
FUNDAMENTAL CHANGES

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Amending articles

   279. (1) The articles of a corporation may, by special resolution, be amended to

             (a)  change its name;

             (b)  change the place in which its registered office is situated;

             (c)  add, change or remove a restriction upon the business that the corporation may carry on;

             (d)  change a maximum number of shares that the corporation is authorized to issue;

             (e)  create new classes of shares;

              (f)  reduce or increase its stated capital which, for the purposes of the amendment, is considered to be set out in the articles;

             (g)  change the designation of all or some of its shares, and add, change or remove rights, privileges, restrictions and conditions, including rights to accrued dividends, in respect of all or some of its shares, whether issued or unissued;

             (h)  change the shares of a class or series, whether issued or unissued, into a different number of shares of the same class or series or into the same or a different number of shares of other classes or series;

              (i)  divide a class of shares, whether issued or unissued, into series and fix the number of shares in each series and the rights, privileges, restrictions and conditions of them;

              (j)  authorize the directors to divide a class of unissued shares into series and fix the number of shares in each series and the rights, privileges, restrictions and conditions of them;

             (k)  authorize the directors to change the rights, privileges, restrictions and conditions attached to unissued shares of a series;

              (l)  revoke, diminish or enlarge an authority conferred under paragraphs (j) and (k);

            (m)  increase or decrease the number of directors or the minimum or maximum number of directors;

             (n)  add, change or remove restrictions on the issue, transfer or ownership of shares; or

             (o)  add, change or remove another provision that is permitted by this Act to be set out in the articles.

             (2)  The directors of a corporation may, where authorized by the shareholders in the special resolution effecting an amendment under this section, revoke the resolution before it is acted upon without further approval of the shareholders.

             (3)  A provision in the articles that restricts in whole or in part the powers of the directors to manage the business and affairs of a corporation may not be amended except with the consent of all the shareholders.

             (4)  Where a corporation has a designating number as a name, the directors may amend the articles of the corporation to change its name to a name other than a number.

1986 c12 s275; 1987 c38 s11

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Constraints on share transfers

   280. (1) A corporation any of the issued shares of which are or were part of a distribution to the public and remain outstanding and are held by more than 1 person may by special resolution amend its articles in accordance with the regulations to constrain

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

             (b)  the issue or transfer of shares of a class or series to enable the corporation or an affiliate or associate to qualify under a law of Canada or a province referred to in the regulations

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

                     (ii)  to become a publisher of a newspaper or periodical, or

                    (iii)  to acquire shares of a financial intermediary as defined in the regulations; or

             (c)  the issue, transfer or ownership of shares of a class or series in order to help the corporation or an affiliate or associate to qualify under a prescribed law of Canada or a province to receive licences, permits, grants, payments or other benefits by reason of attaining or maintaining a specified level of Canadian ownership or control.

             (2)  Paragraph (1)(c) does not permit a constraint on the issue, transfer or ownership of shares of a class or series of which shares are outstanding unless

             (a)  in the case of a constraint in respect of a class, the shares of the class; or

             (b)  in the case of a constraint in respect of a series, the shares of the series

are already subject to a constraint permitted under that paragraph.

             (3)  A corporation may, under paragraph (1)(c), limit the number of shares of that corporation that may be owned, or prohibit the ownership of shares, by a person whose ownership would adversely affect the ability of the corporation or an affiliate or associate to attain or maintain a level of Canadian ownership or control specified in its articles that equals or exceeds a specified level referred to in paragraph (1)(c).

             (4)  A corporation referred to in subsection (1) may by special resolution amend its articles to remove a constraint on the issue or transfer of its shares.

             (5)  The directors of a corporation may, where authorized by the shareholders in the special resolution effecting an amendment under subsection (1) or (4), revoke the resolution before it is acted upon without further approval of the shareholders.

1987 c38 s12

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Regulations re constrained share corporations

   281. The Lieutenant-Governor in Council may, with respect to a corporation that constrains the issue or transfer of its shares, make regulations prescribing

             (a)  the disclosure required of the constraints in documents issued or published by the corporation;

             (b)  the duties and powers of the directors to refuse to issue or register transfers of shares in accordance with the articles of the corporation;

             (c)  the limitations on voting rights of shares held contrary to the articles of the corporation;

             (d)  the powers of the directors to require disclosure of beneficial ownership of shares of the corporation and the right of the corporation, its directors, employees and agents to rely on that disclosure and the effects of relying on the disclosure; and

             (e)  the rights of a person owning shares of the corporation at the time of an amendment to its articles constraining share issues or transfers.

1986 c12 s277

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Validity of acts

   282. An issue or transfer of a share or an act of a corporation is valid notwithstanding a failure to comply with section 280 or the regulations under section 281.

1986 c12 s278

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Proposal to amend articles

   283. (1) A director or a shareholder who is entitled to vote at an annual meeting of shareholders may in accordance with section 224 make a proposal to amend the articles.

             (2)  Notwithstanding subsection (1), notice of a meeting of shareholders at which a proposal to amend the articles is to be considered shall set out the proposed amendment and, where applicable, shall state that a dissenting shareholder is entitled to be paid the fair value of his or her shares in accordance with section 304; but failure to make that statement does not invalidate an amendment.

1986 c12 s279

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Class vote on proposal

   284. (1) The holders of shares of a class or of a series are, unless the articles otherwise provide in the case of an amendment described in paragraph (a), (b) or (e), entitled to vote separately, as a class or series, upon a proposal to amend the articles

             (a)  to increase or decrease a maximum number of authorized shares of that class, or to increase a maximum number of authorized shares of a class having rights or privileges equal or superior to the shares of that class;

             (b)  to effect an exchange, reclassification or cancellation of all or part of the shares of that class;

             (c)  to add, change or remove the rights, privileges, restrictions or conditions attached to the shares of that class and

                      (i)  to remove or change prejudicially rights to accrued dividends or rights to cumulative dividends,

                     (ii)  to add, remove or change prejudicially redemption rights,

                    (iii)  to reduce or remove a dividend preference or a liquidation preference, or

                    (iv)  to add, remove or change prejudicially conversion privileges, options, voting, transfer or pre-emptive rights, or rights to acquire securities of a corporation, or sinking fund provisions;

             (d)  to increase the rights or privileges of a class of shares having rights or privileges equal or superior to the shares of that class;

             (e)  to create a new class of shares equal or superior to the shares of that class;

              (f)  to make a class of shares having rights or privileges inferior to the shares of that class equal or superior to shares of that class;

             (g)  to effect an exchange or to create a right of exchange of all or part of the shares of another class into the shares of that class; or

             (h)  to constrain the issue, transfer or ownership of the shares of that class or extend or remove the constraint.

             (2)  The holders of a series of shares of a class are entitled to vote separately as a series under subsection (1) only where the series is affected by an amendment in a manner different from other shares of the same class.

             (3)  A proposed amendment to the articles referred to in subsection (1) is adopted where the holders of the shares of each class or series entitled to vote separately on the proposed amendment as a class or series have approved the amendment by a special resolution.

1986 c12 s280; 1987 c38 Sch A

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Delivery of articles

   285. (1) Subject to a revocation under subsection 279(2) or subsection 280(4), after an amendment has been adopted under section 279, 280 or 284, articles of amendment in prescribed form shall be sent to the registrar.

             (2)  Where an amendment effects or requires a reduction of stated capital, subsections 67(3) and (4) apply.

1986 c12 s281

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Certificate of amendment

   286. (1) Upon receipt of articles of amendment, the registrar shall issue a certificate of amendment in accordance with section 393.

             (2)  An amendment becomes effective on the date shown in the certificate of amendment and the articles are amended accordingly.

             (3)  An amendment to the articles does not affect an existing cause of action or claim or liability to prosecution in favour of or against the corporation or its directors or officers, or a civil, criminal or administrative action or proceeding to which a corporation or its directors or officers is a party.

1986 c12 s282

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Restated articles

   287. (1) The directors may at any time, and shall when reasonably so directed by the registrar, restate the articles of incorporation as amended.

             (2)  Restated articles of incorporation in prescribed form shall be sent to the registrar.

             (3)  Upon receipt of restated articles of incorporation, the registrar shall issue a restated certificate of incorporation in accordance with section 393.

             (4)  Restated articles of incorporation are effective on the date shown in the restated certificate of incorporation and supersede the original articles of incorporation and all amendments to it.

1986 c12 s283

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Corporate amalgamations

   288. Two or more corporations, including holding and subsidiary corporations, may amalgamate and continue as 1 corporation.

1986 c12 s284

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Amalgamation agreement

   289. (1) Each corporation proposing to amalgamate shall enter into an agreement setting out the terms and means of effecting the amalgamation and, in particular, setting out

             (a)  the provisions that are required to be included in articles of incorporation under section 12;

             (b)  the name and address of each proposed director of the amalgamated corporation;

             (c)  the manner in which the shares of each amalgamating corporation are to be converted into shares or other securities of the amalgamated corporation;

             (d)  where shares of an amalgamating corporation are not to be converted into securities of the amalgamated corporation, the amount of money or securities of a body corporate that the holders of those shares are to receive instead of securities of the amalgamated corporation;

             (e)  the manner of payment of money instead of the issue of fractional shares of the amalgamated corporation or of another body corporate the securities of which are to be received in the amalgamation;

              (f)  whether the by-laws of the amalgamated corporation are to be those of 1 of the amalgamation corporations and, where not, a copy of the proposed by-laws; and

             (g)  details of arrangements necessary to perfect the amalgamation and to provide for the subsequent management and operation of the amalgamated corporation.

             (2)  Where shares of 1 of the amalgamating corporations are held by or on behalf of another of the amalgamating corporations, the amalgamation agreement shall provide for the cancellation of those shares where the amalgamation becomes effective without repayment of capital in respect of it, and a provision may not be made in the agreement for the conversion of those shares into shares of the amalgamated corporation.

1986 c12 s285; 1987 c38 Sch A

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Shareholder approval

   290. (1) The directors of each amalgamating corporation shall submit the amalgamation agreement for approval to a meeting of the holders of shares of the amalgamating corporation of which they are directors and to the holders of each class or series of shares.

             (2)  A notice of a meeting of shareholders complying with section 221 shall be sent in accordance with that section to each shareholder of each amalgamating corporation, and the notice

             (a)  shall include or be accompanied by a copy or summary of the amalgamation agreement; and

             (b)  shall state that a dissenting shareholder is entitled to be paid the fair value of his or her shares in accordance with section 304; but failure to make that statement does not invalidate an amalgamation.

             (3)  The holders of shares of a class or series of shares of an amalgamating corporation are entitled to vote separately as a class or series in respect of an amalgamation where the amalgamation agreement contains a provision that, if contained in a proposed amendment to the articles, would entitle those holders to vote as a class or series under section 284.

             (4)  An amalgamation agreement is adopted when the shareholders of each amalgamating corporation have approved of the amalgamation by special resolutions of each class or series of the shareholders entitled to vote on it.

             (5)  Notwithstanding subsection 293(1), an amalgamation agreement may provide that before the issue of a certificate of amalgamation the agreement may be terminated by the directors of an amalgamating corporation, notwithstanding approval of the agreement by the shareholders of all or some of the amalgamating corporations.

1986 c12 s286

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Vertical short-form amalgamation

   291. A holding corporation and 1 or more of its wholly-owned subsidiary corporations may amalgamate and continue as 1 corporation without complying with sections 289 and 290, where

             (a)  the amalgamation is approved by a resolution of the directors of each amalgamating corporation; and

             (b)  the resolutions provide that

                      (i)  the shares of each amalgamating subsidiary corporation shall be cancelled without a repayment of capital in respect of it,

                     (ii)  the articles of amalgamation shall be the same as the articles of incorporation of the amalgamating holding corporation, and

                    (iii)  securities shall not be issued by the amalgamated corporation in connection with the amalgamation.

1986 c12 s287; 1987 c38 Sch A

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Horizontal short-form amalgamation

   292. Two or more wholly-owned subsidiary corporations of the same holding body corporate may amalgamate and continue as 1 corporation without complying with sections 289 and 290, where

             (a)  the amalgamation is approved by a resolution of the directors of each amalgamating corporation; and

             (b)  the resolutions provide that

                      (i)  the shares of all but 1 of the amalgamating subsidiary corporations shall be cancelled without a repayment of capital in respect of it,

                     (ii)  the articles of amalgamation shall be the same as the articles of incorporation of the amalgamating subsidiary corporations whose shares are not cancelled, and

                    (iii)  the stated capital of the amalgamating subsidiary corporations whose shares are cancelled shall be added to the stated capital of the amalgamating subsidiary corporation whose shares are not cancelled.

1986 c12 s288; 1987 c38 Sch A

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Articles of amalgamation

   293. (1) After an amalgamation has been adopted under section 290 or approved under section 291 or 292, articles of amalgamation in prescribed form shall be sent to the registrar together with the documents required by sections 34 and 175.

             (2)  There shall be attached to the articles of amalgamation a statutory declaration of a director or an officer of each amalgamating corporation that establishes to the satisfaction of the registrar that

             (a)  there are reasonable grounds for believing that

                      (i)  each amalgamating corporation is and the amalgamated corporation will be able to pay their liabilities as they become due, and

                     (ii)  the realizable value of the amalgamated corporation's assets will not be less than the aggregate of its liabilities and stated capital of all classes; and

             (b)  there are reasonable grounds for believing that

                      (i)  a creditor will not be prejudiced by the amalgamation, or

                     (ii)  adequate notice has been given to all known creditors of the amalgamating corporations and a creditor does not object to the amalgamation otherwise than on grounds that are frivolous or vexatious.

             (3)  For the purposes of subsection (2), adequate notice is given where

             (a)  a written notice is sent to each known creditor having a claim against the corporation that exceeds $1,000;

             (b)  a notice is published once in a newspaper published or distributed in the place where the corporation has its registered office and reasonable notice of it is given in each province where the corporation carries on business; and

             (c)  each notice states that the corporation intends to amalgamate with 1 or more specified corporations in accordance with this Act and that a creditor of the corporation may object to the amalgamation within 30 days from the date of the notice.

1986 c12 s289; 1987 c38 Sch A

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Certificate of amalgamation

   294. (1) Upon receipt of articles of amalgamation, the registrar shall issue a certificate of amalgamation in accordance with section 393.

             (2)  On the date shown in a certificate of amalgamation,

             (a)  the amalgamation of the amalgamating corporations and their continuance as 1 corporation become effective;

             (b)  the property of each amalgamating corporation continues to be the property of the amalgamated corporation;

             (c)  the amalgamated corporation continues to be liable for the obligations of each amalgamating corporation;

             (d)  an existing cause of action, claim or liability to prosecution is unaffected;

             (e)  a civil, criminal or administrative action or proceeding pending by or against an amalgamating corporation may be continued to be prosecuted by or against the amalgamated corporation;

              (f)  a conviction against, or ruling, order or judgment in favour of or against, an amalgamating corporation may be enforced by or against the amalgamated corporation; and

             (g)  the articles of amalgamation are the articles of incorporation of the amalgamated corporation and, except for the purposes of subsection 171(1), the certificate of amalgamation is the certificate of incorporation of the amalgamated corporation.

1986 c12 s290

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Continuing imported corporation

   295. (1) A body corporate that was incorporated otherwise than under the laws of Newfoundland and Labrador or of the Province of Newfoundland and Labrador, may, if authorized by the laws of the jurisdiction where it is then incorporated, apply to the registrar for a certificate of continuance.

             (2)  Articles of continuance may, without so stating in the articles, effect an amendment to the constating instruments, statutory or other, of the body corporate that applies for continuance under subsection (1), where the amendment

             (a)  is authorized in accordance with the law applicable to the body corporate before continuance; and

             (b)  is an amendment a corporation incorporated under this Act may make to its articles.

             (3)  Articles of continuance in prescribed form shall be sent to the registrar together with the documents required by sections 34 and 175.

1986 c12 s291; 2001 cN-3.1 s2

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Certificate of continuance

   296. (1) Upon receipt of articles of continuance, the registrar shall issue a certificate of continuance in accordance with section 393.

             (2)  On the date shown on the certificate of continuance,

             (a)  the body corporate becomes a corporation to which this Act applies as if it had been incorporated under this Act;

             (b)  the articles of continuance are the articles of incorporation of the continued corporation; and

             (c)  except for the purposes of subsection 171(1), the certificate of continuance is the certificate of incorporation of the continued corporation.

             (3)  The registrar shall immediately send a copy of the certificate of continuance to the appropriate official or public body in the jurisdiction in which continuance under this Act was authorized.

1986 c12 s292; 1987 c38 Sch A

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Rights preserved on continuation

   297. (1) When a body corporate is continued as a corporation under this Act,

             (a)  the property of the body corporate continues to be the property of the corporation;

             (b)  the corporation continues to be liable for the obligations of the body corporate;

             (c)  an existing cause of action, claim or liability to prosecution is unaffected;

             (d)  a civil, criminal or administrative action or proceeding pending by or against the body corporate may be continued to be prosecuted by or against the corporation; and

             (e)  a conviction against, or ruling, order or judgment in favour of or against, the body corporate may be enforced by or against the corporation.

             (2)  When the registrar determines, on the application of a body corporate, that it is not practicable to change a reference to the nominal or par value of shares or a class or series that the body corporate was authorized to issue before it was continued as a corporation under this Act the registrar may, notwithstanding subsection 46(1), permit the corporation to continue to refer in its articles to those shares, whether issued or unissued, as shares having a nominal or par value.

             (3)  A corporation shall set out in its articles the maximum number of shares of a class or series referred to in subsection (2) and it may not amend its articles to increase that maximum number of shares or to change the nominal or par value of the shares.

1986 c12 s293

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Shares on continuation

   298. (1) A share of a body corporate issued before the body corporate was continued under this Act is presumed to have been issued in compliance with this Act and with the provisions of the articles of continuance irrespective of whether the share is fully paid and irrespective of a designation, rights, privileges, restrictions or conditions set out on or referred to in the certificate representing the share; and continuance under this Act does not deprive a holder of a right or privilege that the holder claims under, or relieve that holder of liability in respect of, an issued share.

             (2)  Where a corporation that is continued under this Act had, before it was continued, issued a share certificate in registered form that is convertible to bearer form, the corporation may, where a holder of the share certificate exercises the conversion privilege attached to it, issue a share certificate in bearer form for the same number of shares to the holder.

             (3)  For the purposes of this section, "share" includes an instrument referred to in subsection 56(1), a share warrant or a like instrument.

1986 c12 s294

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Exporting corporation

   299. (1) A corporation may, where

             (a)  it is authorized by the shareholders in accordance with this section; and

             (b)  it establishes to the satisfaction of the registrar that its proposed continuance in another jurisdiction will not adversely affect creditors or shareholders of the corporation,

apply to the appropriate official or public body of another jurisdiction requesting that the corporation be continued as if it had been incorporated under the laws of that other jurisdiction.

             (2)  A notice of a meeting of shareholders complying with section 222 shall be sent in accordance with that section to each shareholder and shall state that a dissenting shareholder is entitled to be paid the fair value of his or her shares, but failure to make that statement does not invalidate a discontinuance under this Act.

             (3)  An application for continuance becomes authorized where the shareholders voting on it have approved of the continuance by a special resolution.

             (4)  The directors of a corporation may, where authorized by the shareholders at the time of approving an application for continuance under this section, abandon the application without further approval of the shareholders.

1986 c12 s295

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Prior approval required

   300. (1) A corporation may not apply for continuance in another jurisdiction without the prior approval of the registrar.

             (2)  A corporation may not be continued as a body corporate under the laws of another jurisdiction unless those laws provide in effect that

             (a)  the property of the corporation continues to be the property of the body corporate;

             (b)  the body corporate continues to be liable for the obligations of the corporation;

             (c)  an existing cause of action, claim or liability to prosecution is unaffected;

             (d)  a civil, criminal or administrative action or proceeding pending by or against the corporation may be continued to be prosecuted by or against the body corporate; and

             (e)  a conviction against, or ruling, order or judgment in favour of or against, the corporation may be enforced by or against the body corporate.

1986 c12 s296

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Certificate of discontinuance

   301. (1) Upon receipt of notice satisfactory to the registrar that a corporation that has made an application under section 299 has been continued under the laws of another jurisdiction, the registrar shall file the notice and issue a certificate of discontinuance in accordance with section 393.

             (2)  This Act stops applying to the corporation in respect of which a certificate of discontinuance is issued under subsection (1) on the date shown in the certificate of discontinuance.

             (3)  The notice described in subsection (1) is, for the purposes of section 393, articles that conform to law.

1986 c12 s297

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Directors' borrowing powers

   302. (1) Unless the articles or by-laws of, or a unanimous shareholder agreement relating to, a corporation otherwise provide, the articles of a corporation are presumed to provide that the directors of the corporation may, without authorization of the shareholders,

             (a)  borrow money upon the credit of the corporation;

             (b)  issue, reissue, sell or pledge debt obligations of the corporation;

             (c)  subject to section 78, give a guarantee on behalf of the corporation to secure performance of an obligation of a person; and

             (d)  mortgage, charge, pledge or otherwise create a security interest in all or any property of the corporation, owned or later acquired, to secure a debt obligation of the corporation.

             (2)  Unless the articles or by-laws of, or an unanimous shareholder agreement relating to, a corporation otherwise provide, the directors may by resolution delegate the powers mentioned in subsection (1) to a director, a committee of directors or an officer.

1986 c12 s298

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Extraordinary sale

   303. (1) A sale, lease or exchange of all or substantially all the property of a corporation other than in the ordinary course of business of the corporation requires the approval of the shareholders in accordance with this section.

             (2)  A notice of a meeting of shareholders, complying with section 221, shall be sent in accordance with that section to each shareholder and shall

             (a)  include or be accompanied by a copy or summary of the agreement of sale, lease or exchange; and

             (b)  state that a dissenting shareholder is entitled to be paid the fair value of his or her shares in accordance with section 304, but failure to make that statement does not invalidate a sale, lease or exchange referred to in subsection (1).

             (3)  At the meeting referred to in subsection (2), the shareholders may authorize the sale, lease or exchange and may fix or authorize the directors to fix the terms and conditions of it.

             (4)  The holders of shares of a class or series of shares of the corporation are entitled to vote separately as a class or series in respect of a sale, lease or exchange referred to in subsection (1) only where the class or series is affected by the sale, lease or exchange in a manner different from the shares of another class or series.

             (5)  A sale, lease or exchange referred to in subsection (1) is adopted when the holders of each class or series entitled to vote on it have approved of the sale, lease or exchange by a special resolution.

             (6)  The directors of a corporation may, where authorized by the shareholders approving a proposed sale, lease or exchange, and subject to the rights of 3rd parties, abandon the sale, lease or exchange without further approval of the shareholders.

1986 c12 s299

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Shareholders right to dissent

   304. (1) A holder of shares of a class of a corporation may dissent where the corporation resolves to

             (a)  amend its articles under section 279 or 280 to add, change or remove provisions restricting or constraining the issue, transfer or ownership of shares of that class;

             (b)  amend its articles under section 279 to add, change or remove a restriction upon the business that the corporation may carry on;

             (c)  amalgamate with another corporation, otherwise than under section 291 or 292;

             (d)  be continued under the laws of another jurisdiction under section 299; or

             (e)  sell, lease or exchange all or substantially all its property under section 303.

             (2)  A holder of shares of a class of a corporation may dissent where the corporation is subject to an order of the court under section 315 permitting the shareholders to dissent.

             (3)  The articles of a corporation may provide that a holder of a class or series of shares of a corporation, except a holder of shares of a distributing corporation, who is entitled to vote under section 284 may dissent where the corporation resolves to amend its articles in a manner described in that section.

             (4)  In addition to another right a shareholder has, but subject to section 313, a shareholder who complies with this section is entitled when the action approved by the resolution from which the shareholder dissents, or an order made under section 315, becomes effective, to be paid by the corporation the fair value of the shares held by the shareholder in respect of which the shareholder dissents, which is to be determined as of the close of business on the day before the resolution was adopted or the order was made.

             (5)  A dissenting shareholder may not claim under this section except only with respect to all the shares of a class held by the dissenting shareholder on behalf of a beneficial owner and registered in the name of the dissenting shareholder.

             (6)  A dissenting shareholder shall send to the corporation, at or before a meeting of shareholders at which a resolution referred to in subsection (1) or (3) is to be voted on, a written objection to the resolution, unless the corporation did not give notice to the shareholder of the purpose of the meeting and of his or her right to dissent.

             (7)  The corporation shall, within 10 days after the shareholders adopt the resolution, send to each shareholder who has filed the objection referred to in subsection (6) notice that the resolution has been adopted, but the notice is not required to be sent to a shareholder who voted for the resolution or who has withdrawn his or her objection.

1986 c12 s300; 1987 c38 Sch A

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Demand payment by dissenter

   305. (1) A dissenting shareholder shall, within 20 days after the dissenting shareholder receives a notice under subsection 304(7) or, where the shareholder does not receive that notice, within 20 days after the dissenting shareholder learns that a resolution under that subsection has been adopted, send to the corporation a written notice containing

             (a)  the dissenting shareholder's name and address;

             (b)  the number and class of shares in respect of which the dissenting shareholder dissents; and

             (c)  a demand for payment of the fair value of the shares.

             (2)  A dissenting shareholder shall, within 30 days after sending a notice under subsection (1), send the certificates representing the shares in respect of which he or she dissents to the corporation or its transfer agent.

             (3)  A dissenting shareholder who fails to comply with subsection (2) has no right to make a claim under this section.

             (4)  A corporation or its transfer agent shall endorse on a share certificate received under subsection (2) a notice that the holder is a dissenting shareholder under this section and immediately return the share certificates to the dissenting shareholder.

1986 c12 s301

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Suspension of rights

   306. After sending a notice under section 305, a dissenting shareholder stops having rights as a shareholder, other than the right to be paid the fair value of his or her shares as determined under this section, except where

             (a)  the dissenting shareholder withdraws his or her notice before the corporation makes an offer under section 307;

             (b)  the corporation fails to make an offer in accordance with section 307 and the dissenting shareholder withdraws his or her notice; or

             (c)  the directors revoke a resolution to amend the articles under subsection 279(2) or subsection 280(4), terminate an amalgamation agreement under subsection 290(5) or an application for continuance under subsection 299(4), or abandon a sale, lease or exchange under subsection 303(6),

in which case his or her rights as a shareholder are reinstated as of the date the dissenting shareholder sent the notice mentioned in section 305.

1986 c12 s302; 1987 c38 Sch A

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Offer to pay

   307. (1) A corporation shall, not later than 7 days after the later of the day on which the action approved by the resolution is effective or the day the corporation received the notice referred to in section 305, send to each dissenting shareholder who has sent such a notice

             (a)  a written offer to pay for his or her shares in an amount considered by the directors of the corporation to be the fair value of them, accompanied by a statement showing how the fair value was determined; or

             (b)  where section 313 applies, a notification that it is unable lawfully to pay dissenting shareholders for their shares.

             (2)  An offer made under subsection (1) for shares of the same class or series shall be on the same terms.

             (3)  A corporation shall pay for the shares of a dissenting shareholder within 10 days after an offer made under subsection (1) has been accepted, but that offer lapses where the corporation does not receive an acceptance of the offer within 30 days after the offer has been made.

1986 c12 s303

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Application to court

   308. (1) Where a corporation fails to make an offer under subsection 307(1) or a dissenting shareholder fails to accept an offer, the corporation may, within 50 days after the action approved by the resolution is effective, apply to a court to fix a fair value for the shares of a dissenting shareholder.

             (2)  Where a corporation fails to apply to a court under subsection (1), a dissenting shareholder may apply to a court for the same purpose within a further period of 20 days.

1986 c12 s304

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Procedure

   309. (1) A dissenting shareholder is not required to give security for costs in an application made under section 308.

             (2)  Upon an application to a court under section 308,

             (a)  all dissenting shareholders whose shares have not been purchased by the corporation are to be joined as parties and are bound by the decision of the court; and

             (b)  the corporation shall notify each affected dissenting shareholder of the date, place and consequences of the application and of his or her right to appear and be heard in person or by counsel.

1986 c12 s305; 1987 c38 s13

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Powers of court

   310. (1) Upon an application to a court under section 308, the court may determine whether another person is a dissenting shareholder who should be joined as a party, and the court shall then fix a fair value for the shares of all dissenting shareholders.

             (2)  A court may appoint 1 or more appraisers to help the court to fix a fair value for the shares of the dissenting shareholders.

             (3)  The final order of a court shall be made against the corporation in favour of each dissenting shareholder and for the amount of his or her shares as fixed by the court.

1986 c12 s306

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Interest

   311. A court may allow a reasonable rate of interest on the amount payable to each dissenting shareholder from the date the action approved by the resolution is effective until the date of payment.

1986 c12 s307

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Notice

   312. (1) Where section 313 applies, the corporation shall, within 10 days after the pronouncement of an order under section 310, notify each dissenting shareholder that it is unable lawfully to pay dissenting shareholders for their shares.

             (2)  Where section 313 applies, a dissenting shareholder, by written notice delivered to the corporation within 30 days after receiving a notice under subsection (1), may,

             (a)  withdraw his or her notice of dissent, in which case the corporation consents to the withdrawal and the shareholder is reinstated to his or her full rights as a shareholder; or

             (b)  retain a status as a claimant against the corporation, to be paid as soon as the corporation is lawfully able to do so or, in a liquidation, to be ranked subordinate to the rights of creditors of the corporation but in priority to its shareholders.

1986 c12 s308

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Prohibition against payment

   313. Notwithstanding subsection 307(3), a corporation shall not make a payment to a dissenting shareholder under section 307 where there are reasonable grounds for believing that

             (a)  the corporation is or would after the payment be unable to pay its liabilities as they become due; or

             (b)  the realizable value of the corporation's assets would as a result be less than the aggregate of its liabilities.

1986 c12 s309

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Court ordered reorganization

   314. (1) In this section, "reorganization" means a court order made under

             (a)  section 371;

             (b)  theBankruptcy Act (Canada ) approving a proposal; or

             (c)  another Act of the Parliament of Canada or an Act of the Legislature that affects the rights among the corporation, its shareholders and creditors.

             (2)  Where a corporation is subject to an order referred to in subsection (1), its articles may be amended by the order to effect a change that might lawfully be made by an amendment under section 279.

             (3)  Where a court makes an order referred to in subsection (1), the court may also

             (a)  authorize the issue of debt obligations of the corporation, whether or not convertible into shares of a class or having attached rights or options to acquire shares of a class, and fix the terms of the debt obligations; and

             (b)  appoint directors in place of or in addition to all or any of the directors then in office.

             (4)  After an order referred to in subsection (1) has been made, articles of reorganization in prescribed form shall be sent to the registrar together with the documents required by sections 34 and 183, where applicable.

             (5)  Upon receipt of articles of reorganization, the registrar shall issue a certificate of amendment in accordance with section 393.

             (6)  A reorganization becomes effective on the date shown in the certificate of amendment and the articles of incorporation are amended accordingly.

             (7)  A shareholder is not entitled to dissent under section 304 where an amendment to the articles of incorporation is effected under this section.

1986 c12 s310

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Arrangements

   315. (1) In this section, "arrangement" includes

             (a)  an amendment to the articles of a corporation;

             (b)  an amalgamation of 2 or more corporations;

             (c)  an amalgamation of a body corporate with a corporation that results in an amalgamated corporation subject to this Act;

             (d)  the continuance of a corporation under the laws of another jurisdiction;

             (e)  a division of the business carried on by a corporation;

              (f)  a transfer of all or substantially all the property of a corporation to another body corporate in exchange for property, money or securities of the body corporate;

             (g)  an exchange of securities of a corporation held by security holders for property, money or other securities of the corporation or property, money or securities of another body corporate that is not a takeover bid within the meaning of Part XV;

             (h)  a liquidation and dissolution of a corporation; and

              (i)  a combination of the preceding.

             (2)  For the purposes of this section, a corporation is insolvent where

             (a)  it is unable to pay its liabilities as they become due; or

             (b)  the realizable value of the assets of the corporation are less than the aggregate of its liabilities and stated capital of all classes.

             (3)  Where it is not practicable for a corporation that is not insolvent to effect a fundamental change in the nature of an arrangement under another provision of this Act, the corporation may apply to a court for an approval of arrangement proposed by the corporation.

             (4)  In connection with an application under this section, the court may make an interim or final order it thinks appropriate including

             (a)  an order determining the notice to be given to an interested person or dispensing with notice to a person other than the registrar;

             (b)  an order appointing counsel, at the expense of the corporation, to represent the interests of the shareholders;

             (c)  an order requiring a corporation to call, hold and conduct a meeting of holders of securities or options or rights to acquire securities in the manner that the court directs;

             (d)  an order permitting a shareholder to dissent under section 304;

             (e)  an order approving an arrangement as proposed by the corporation or as amended in a manner the court may direct.

             (5)  An applicant under this section shall give the registrar notice of the application and the registrar is entitled to appear and be heard in person or by counsel.

             (6)  After an order referred to in paragraph (4)(d) has been made, articles of arrangement in prescribed form shall be sent to the registrar together with the documents required by sections 34 and 183, where applicable.

             (7)  Upon receipt of articles of arrangement, the registrar shall issue a certificate of amendment in accordance with section 393.

             (8)  An arrangement becomes effective on the date shown in the certificate of amendment.

1986 c12 s311; 1987 c38 s14 & Sch A

PART XV
DISSENTING OFFEREES

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Definitions

   316. In this Part

             (a)  "dissenting offeree" means, where a take-over bid is made for all the shares of a class of shares, a holder of a share of that class who does not accept the take-over bid and includes the subsequent holder of that share who acquires it from the first-mentioned holder;

             (b)  "offer" includes an invitation to make an offer;

             (c)  "offeree" means a person to whom a take-over bid is made;

             (d)  "offeree-corporation" means a corporation whose shares are the object of a take-over bid;

             (e)  "offeror" means a person, other than an agent, who makes a take-over bid, and includes 2 or more persons who, directly or indirectly

                      (i)  make take-over bids jointly or in concert, or

                     (ii)  intend to exercise jointly or in concert voting rights attached to shares for which a take-over bid is made;

              (f)  "share" means a share with or without voting rights and includes

                      (i)  a security currently convertible into such a share, and

                     (ii)  currently exercisable options and rights to acquire a share or such a convertible security; and

             (g)  "take-over bid" means an offer made by an offeror to shareholders to acquire all the shares of a class of issued shares of an offeree-corporation and includes an offer by an issuer to repurchase its own shares.

1986 c12 s312

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Offeror's right to acquire shares

   317. Where, within 120 days after the date of a take-over bid, the bid is accepted by the holders of not less than 90% of the shares of a class of shares to which the take-over bid relates, other than shares held at the date of the take-over bid by or on behalf of the offeror or an affiliate or associate of the offeror, the offeror is entitled, upon complying with this Part, to acquire the shares held by the dissenting offerees.

1986 c12 s313

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Notice to dissenting offeree

   318. An offeror may acquire shares held by a dissenting offeree by sending by registered mail within 60 days after the date of termination of the take-over bid and in any event within 180 days after the date of the take-over bid an offeror's notice to each dissenting offeree and to the registrar stating that

             (a)  the offerees holding more than 90% of the shares to which the bid relates accepted the take-over bid;

             (b)  the offeror is bound to take up and pay for or has taken up and paid for the shares of the offerees who accepted the take-over bid;

             (c)  a dissenting offeree is required to elect

                      (i)  to transfer his or her shares to the offeror on the terms on which the offeror acquired the shares of the offerees who accepted the take-over bid, or

                     (ii)  to demand payment of the fair value of his or her shares in accordance with sections 324 to 329 by notifying the offeror within 20 days after the dissenting offeree receives the offeror's notice;

             (d)  a dissenting offeree who does not notify the offeror in accordance with subparagraph (c)(ii) is presumed to have elected to transfer his or her shares to the offeror on the same terms that the offeror acquired the shares from the offerees who accepted the take-over bid; and

             (e)  a dissenting offeree shall send his or her shares to which the take-over bid relates to the offeree-corporation within 20 days after he or she receives the offeror's notice.

1986 c12 s314

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  Takeover bid notice

   319. In the case of a take-over bid, concurrently with sending the offeror's notice under section 318, the offeror shall send or deliver to the offeree corporation a copy of the offeror's notice, which constitutes a demand under subsection 89(1) of the Securities Transfer Act, that the offeree corporation not register a transfer with respect to each share held by a dissenting offeree.

2007 cS-13.01 s107

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Delivery of share certificate

   320. A dissenting offeree to whom an offeror's notice is sent under section 318 shall, within 20 days after the dissenting offeree receives that notice, send his or her share certificates of the class of shares to which the take-over bid relates to the offeree-corporation.

1986 c12 s316

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Payment for shares

   321. Within 20 days after the offeror sends an offeror's notice under section 318, the offeror shall pay or transfer to the offeree-corporation the amount of money or other consideration that the offeror would have had to pay or transfer to a dissenting offeree where the dissenting offeree had elected to accept the take-over bid under subparagraph 318(c)(i).

1986 c12 s317; 1987 c38 Sch A

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Money in trust

   322. The offeree-corporation holds in trust for the dissenting shareholders the money or other consideration it receives under section 321; and the offeree-corporation shall deposit the money in a separate account in a bank or other body corporate any of whose deposits are insured by the Canada Deposit Insurance Corporation, and shall place the other consideration in the custody of a bank or that other body corporate.

1986 c12 s318

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Duty of offeree- corporation

   323. Within 30 days after the offeror sends an offeror's notice under section 318, the offeree-corporation shall

             (a)  issue the offeror a share certificate in respect of the shares that were held by dissenting offerees;

             (b)  give to each dissenting offeree who elects to accept the take-over bid terms under subparagraph 318(c)(i) and who sends his or her share certificate as required under section 320 the money or other consideration to which the dissenting offeree is entitled, disregarding fractional shares, which may be paid for in money; and

             (c)  send to each dissenting shareholder who has not sent his or her share certificates as required under section 320 a notice stating that

                      (i)  the dissenting shareholder's shares have been cancelled,

                     (ii)  the offeree-corporation or some designated person holds in trust for the dissenting shareholder the money or other consideration to which the dissenting shareholder is entitled as payment for or in exchange for his or her shares, and

                    (iii)  the offeree-corporation will, subject to sections 324 to 329, send that money or other consideration to the dissenting shareholder immediately after receiving his or her shares.

1986 c12 s319

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Fixing of fair values

   324. (1) Where a dissenting offeree has elected to demand payment of the fair value of his or her shares under subparagraph 318(c)(ii), the offeror may, within 20 days after it has paid the money or transferred the other consideration under section 321, apply to a court to fix the fair value of the shares of that dissenting offeree.

             (2)  Where an offeror fails to apply to a court under subsection (1), a dissenting offeree may apply to a court for the same purpose within a further period of 20 days.

             (3)  Where an application is not made to a court under subsection (2) within the time provided for in that subsection, a dissenting offeree is considered to have elected to transfer his or her shares to the offeror on the same terms that the offeror acquired the shares from the offerees who accepted the take-over bid.

1986 c12 s320

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Venue

   325. An application under subsection 324(1) or (2) shall be made to a court having jurisdiction in the place where the corporation has its registered office or in the province where the dissenting offeree resides where the corporation carries on business in that province.

1986 c12 s321

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No security for losses

   326. A dissenting offeree is not required to give security for costs in an application made under section 324.

1986 c12 s322

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Dissenting offerees as parties

   327. Upon an application under section 324

             (a)  all dissenting offerees referred to in subparagraph 318(c)(ii) whose shares have not been acquired by the offeror are to be joined as parties and are bound by the decision of the court; and

             (b)  the offeror shall notify each affected dissenting offeree of the date, place and consequences of the application and of his or her right to appear and be heard in person or by counsel.

1986 c12 s323

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Powers of court

   328. (1) Upon an application to a court under section 324, the court may determine whether another person is a dissenting offeree who should be joined as a party, and the court shall then fix a fair value for the shares of all dissenting offerees.

             (2)  A court may appoint 1 or more appraisers to help the court to fix a fair value for the shares of a dissenting offeree.

             (3)  The final order of the court shall be made against the offeror in favour of each dissenting offeree and for the amount of his or her shares as fixed by the court.

1986 c12 s324

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Additional powers of court

   329. In connection with proceedings under this Part, a court may make an order it thinks appropriate and it may

             (a)  fix the amount of money or other consideration that is required to be held in trust under section 322;

             (b)  order that the money or other consideration be held in trust by a person other than the offeree-corporation;

             (c)  allow a reasonable rate of interest on the amount payable to each dissenting offeree from the date the dissenting offeree sends or delivers the dissenting offeree's share certificates under section 320 until the date of payment; or

             (d)  order that money payable to a shareholder who cannot be found be paid to the Minister of Finance and in that case subsection 356(3) shall apply.

1986 c12 s325

PART XVI
LIQUIDATION AND DISSOLUTION

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Application of Part

   330. (1) This Part does not apply to a corporation that is insolvent within the meaning of the Bankruptcy Act (Canada ) or that is a bankrupt within the meaning of that Act.

             (2)  Proceedings taken under this Part to dissolve or to liquidate and dissolve a corporation shall be stayed where the corporation is found, in a proceeding under the Bankruptcy Act (Canada ), to be insolvent within the meaning of that Act.

1986 c12 s326

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Revival application

   331. (1) Where a body corporate is dissolved under this Part and section 461 an interested person may apply to the registrar to have the body corporate revived.

             (2)  Articles of revival in prescribed form shall be sent to the registrar.

             (3)  Upon receipt of articles of revival, the registrar shall issue a certificate of revival in accordance with section 393.

             (4)  A body corporate is revived on the date shown on the certificate of revival, and afterward the body corporate, subject to the reasonable terms that may be imposed by the registrar and in the case of an insurance company the Superintendent of Insurance and to the rights acquired by a person after its dissolution, has the rights and privileges and is liable for the obligations that it would have had if it had not been dissolved.

1986 c12 s327; 1987 c38 Sch A; 1990 c52 s2; 1997 c13 s11

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Dissolution if no shares

   332. A corporation that has not issued shares may be dissolved by resolution of all the directors.

1986 c12 s328

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Dissolution if no property

   333. A corporation that has no property and no liabilities may be dissolved by special resolution of the shareholders or, where it has issued more than 1 class of shares, by special resolutions of the holders of each class whether or not they are otherwise entitled to vote.

1986 c12 s329

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Dissolution where property disposed of

   334. A corporation that has property or liabilities or both may be dissolved by special resolution of the shareholders or, where it has issued more than 1 class of shares, by special resolutions of the holders of each class whether or not they are otherwise entitled to vote, where

             (a)  by the special resolution the shareholders authorize the directors to cause the corporation to distribute property and discharge liabilities; and

             (b)  the corporation has distributed property and discharged liabilities or adequately provided for the payment of the liabilities before it sends articles of dissolution to the registrar under section 335.

1986 c12 s330; 1987 c38 Sch A

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Articles of dissolution and effect

   335. (1) Articles of dissolution in prescribed form shall be sent to the registrar in respect of a corporation described in section 332, 333 or 334.

             (2)  Upon receipt of articles of dissolution, the registrar shall issue a certificate of dissolution in accordance with section 393.

             (3)  The corporation stops existing on the date shown in the certificate of dissolution.

1986 c12 s331

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Proposing liquidation and dissolution

   336. (1) The directors of a corporation may propose, or in accordance with section 224 a shareholder who is entitled to vote at an annual meeting of the corporation may make a proposal for, the voluntary liquidation and dissolution of the corporation.

             (2)  Notice of a meeting of shareholders at which voluntary liquidation and dissolution is to be proposed shall set out the terms of liquidation and dissolution.

             (3)  A corporation may liquidate and dissolve by special resolution of the shareholders or, where the corporation has issued more than 1 class of shares, by special resolutions of the holders of each class whether or not they are otherwise entitled to vote.

1986 c12 s332; 1987 c38 Sch A

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Certificate of intent to dissolve

   337. (1) A statement of intent to dissolve in prescribed form shall be sent to the registrar.

             (2)  Upon receipt of a statement of intent to dissolve, the registrar shall issue a certificate of intent to dissolve in accordance with section 393.

             (3)  Upon issue of a certificate of intent to dissolve, the corporation shall stop carrying on business except to the extent necessary for the dissolution, but its corporate existence continues until the registrar issues a certificate of dissolution.

             (4)  After issue of a certificate of intent to dissolve, the corporation shall

             (a)  immediately send notice of it to each known creditor of the corporation;

             (b)  immediately publish notice of it in the Gazette and once in a newspaper published or distributed in the place where the corporation has its registered office and take reasonable steps to give notice of it in jurisdictions where the corporation was carrying on business at the time it sent the statement of intent to dissolve to the registrar;

             (c)  proceed to collect its property, to dispose of properties that are not to be distributed in kind to its shareholders, to discharge its obligations and to do all other acts required to liquidate its business; and

             (d)  after giving the notice required under paragraphs (a) and (b) and adequately providing for the payment or discharge of its obligations, distribute its remaining property, either in money or in kind, among its shareholders, according to their respective rights.

1986 c12 s333

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Liquidation under supervision of court

   338. (1) The registrar or an interested person may, during the liquidation of a corporation, apply to a court for an order that the liquidation be continued under the supervision of the court as provided in this Part, and upon the application the court may so order and make a further order it thinks appropriate.

             (2)  An applicant under this section shall give the registrar notice of the application, and the registrar is entitled to appear and be heard in person or by counsel.

1986 c12 s334

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Revocation of intent to dissolve

   339. (1) At any time after issue of a certificate of intent to dissolve and before issue of a certificate of dissolution, a certificate of intent to dissolve may be revoked by sending to the registrar a statement of revocation of intent to dissolve in prescribed form, where the revocation is approved in the same manner as the resolution under subsection 336(3).

             (2)  Upon receipt of a statement of revocation of intent to dissolve, the registrar shall issue a certificate of revocation of intent to dissolve in accordance with section 393.

             (3)  On the date shown in the certificate of revocation of intent to dissolve, the revocation is effective and the corporation may continue to carry on its business.

1986 c12 s335

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Articles of dissolution

   340. (1) Where a certificate of intent to dissolve has not been revoked and the corporation has complied with subsection 337(4), the corporation shall prepare articles of dissolution.

             (2)  Articles of dissolution in prescribed form shall be sent to the registrar.

             (3)  Upon receipt of articles of dissolution, the registrar shall issue a certificate of dissolution in accordance with section 393.

             (4)  The corporation stops existing on the date shown in the certificate of dissolution.

1986 c12 s336

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Dissolution by registrar

   341. (1) Where a corporation

             (a)  has not started business within 3 years after the date shown in its certificate of incorporation;

             (b)  has not carried on its business for 3 consecutive years;

             (c)  fails to send a return, notice, document or prescribed fee to the registrar as required under this Act; or

             (d)  is in default for a period of 1 year in sending to the registrar a fee, notice or document required by this Act,

the registrar may dissolve the corporation by issuing a certificate of dissolution under this section or the registrar may apply to a court for an order dissolving the corporation, in which case section 346 applies.

             (2)  Notwithstanding subsection (1), the registrar shall not dissolve a corporation under this section until the registrar has

             (a)  given to the corporation 120 days' notice of the registrar's decision to dissolve the corporation; and

             (b)  published in the Gazette notice of the registrar's decision to dissolve the corporation.

             (3)  Notwithstanding subsection (1), unless cause to the contrary has been shown or an order has been made by the court under section 377 the registrar may, after expiry of the period referred to in subsection (2), issue a certificate of dissolution in prescribed form.

             (4)  The corporation stops existing on the date shown in the certificate of dissolution.

1986 c12 s337; 1987 c38 s15

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Dissolution by court

   342. (1) The registrar or an interested person may apply to a court for an order dissolving a corporation where the corporation has

             (a)  failed for 2 or more consecutive years to comply with the requirements of this Act with respect to the holding of annual meetings of shareholders;

             (b)  contravened section 28, sections 42 to 45, or section 260 or 262; or

             (c)  obtained a certificate under this Act by misrepresentation.

             (2)  An applicant under this section shall give the registrar notice of the application, and the registrar is entitled to appear and be heard in person or by counsel.

             (3)  Upon an application under this section or section 341, the court may order that the corporation be dissolved or that the corporation be liquidated and dissolved under the supervision of the court, and the court may make another order it thinks appropriate.

             (4)  Upon receipt of an order under this section, section 341 or section 343, the registrar shall

             (a)  where the order is to dissolve the corporation, issue a certificate of dissolution in prescribed form; or

             (b)  where the order is to liquidate and dissolve the corporation under the supervision of the court, issue a certificate of intent to dissolve in prescribed form and publish notice of the order in the Gazette.

             (5)  The corporation stops existing on the date shown in the certificate of dissolution.

1986 c12 s338

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Further grounds

   343. (1) A court may order the liquidation and dissolution of a corporation or an affiliated corporation upon the application of a shareholder or security holder, creditor, director or officer

             (a)  where the court is satisfied that, in respect of a corporation or an affiliate,

                      (i)  an act or omission of the corporation or an affiliate effects a result,

                     (ii)  the business or affairs of the corporation or an affiliate are or have been carried on or conducted in a manner, or

                    (iii)  the powers of the directors of the corporation or an affiliate are or have been exercised in a manner

that is oppressive or unfairly prejudicial to or that unfairly disregards the interests of a security holder, creditor, director or officer; or

             (b)  where the court is satisfied that

                      (i)  a unanimous shareholder agreement entitles a complaining shareholder to demand dissolution of the corporation after the occurrence of a specified event and that event has occurred, or

                     (ii)  it is just and equitable that the corporation should be liquidated and dissolved.

             (2)  Upon an application under this section, a court may make the order under this section or section 371 that it thinks appropriate.

             (3)  Sections 371 and 372 apply to an application under this section.

1986 c12 s339; 1987 c38 Sch A

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Court supervision

   344. (1) An application to a court to supervise a voluntary liquidation and dissolution under section 338 shall state the reasons, verified by an affidavit of the applicant, why the court should supervise the liquidation and dissolution.

             (2)  Where a court makes an order applied for under section 338, the liquidation and dissolution of the corporation shall be continued under the supervision of the court in accordance with this Act.

1986 c12 s340

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Application to court

   345. (1) An application to a court under section 343 shall state the reasons, verified by an affidavit of the applicant, why the corporation should be liquidated and dissolved.

             (2)  Upon an application under section 343, the court may make an order requiring the corporation and a person having an interest in the corporation or claim against it to show cause, at a time and place specified in the order, not less than 4 weeks after the date of the order, why the corporation should not be liquidated and dissolved.

             (3)  Upon an application under section 343, the court may order the directors and officers of the corporation to provide to the court all material information known to or reasonably ascertainable by them, including

             (a)  financial statements of the corporation;

             (b)  the name and address of each shareholder of the corporation; and

             (c)  the name and address of each known creditor or claimant, including a creditor or claimant with unliquidated, future or contingent claims, and a person with whom the corporation has a contract.

             (4)  A copy of an order made under subsection (2) shall be

             (a)  published as directed in the order, at least once in each week before the time appointed for the hearing, in a newspaper published or distributed in the place where the corporation has its registered office; and

             (b)  served upon the registrar and each person named in the order.

             (5)  Publication and service of an order under this section shall be effected by the corporation or by another person and in the manner that the court may order.

1986 c12 s341

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Powers of court

   346. In connection with the dissolution or the liquidation and dissolution of a corporation, the court may, where it is satisfied that the corporation is able to pay or adequately provide for the discharge of all its obligations, make an order it thinks appropriate including

             (a)  an order to liquidate;

             (b)  an order appointing a liquidator, with or without security, fixing his or her remuneration and replacing a liquidator;

             (c)  an order appointing inspectors or referees, specifying their powers, fixing their remuneration and replacing inspectors or referees;

             (d)  an order determining the notice to be given to an interested person, or dispensing with notice to a person;

             (e)  an order determining the validity of claims made against the corporation;

              (f)  an order, at any stage of the proceedings, restraining the directors and officers from

                      (i)  exercising their powers, or

                     (ii)  collecting or receiving a debt or other property of the corporation, and from paying out or transferring property of the corporation, except as permitted by the court;

             (g)  an order determining and enforcing the duty or liability of a present or former director, officer or shareholder,

                      (i)  to the corporation, or

                     (ii)  for an obligation of the corporation;

             (h)  an order approving the payment, satisfaction or compromise of claims against the corporation and the retention of assets for the purpose, and determining the adequacy of provisions for the payment or discharge of obligations of the corporation, whether liquidated, unliquidated, future or contingent;

              (i)  an order disposing of or destroying the documents and records of the corporation;

              (j)  upon the application of a creditor, the inspectors or the liquidator, an order giving directions on a matter arising in the liquidation;

             (k)  after notice has been given to all interested parties, an order relieving a liquidator from an omission or default on the terms that the court thinks appropriate and confirming an act of the liquidator;

              (l)  an order approving a proposed interim or final distribution to shareholders in money or in property;

            (m)  an order disposing of property belonging to creditors or shareholders who cannot be found;

             (n)  upon the application of a director, officer, security holder, creditor or the liquidator,

                      (i)  an order staying the liquidation on the terms and conditions that the court thinks appropriate,

                     (ii)  an order continuing or discontinuing the liquidation proceedings, or

                    (iii)  an order to the liquidator to restore to the corporation all its remaining property; and

             (o)  after the liquidator has rendered his or her final account to the court, an order dissolving the corporation.

1986 c12 s342; 1987 c38 Sch A

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Commencement of court order

   347. The liquidation of a corporation starts when a court makes an order for the liquidation.

1986 c12 s343

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Effect of court order

   348. (1) Where a court makes an order for liquidation of a corporation,

             (a)  the corporation continues in existence but shall stop carrying on business, except the business that is, in the opinion of the liquidator, required for an orderly liquidation; and

             (b)  the powers of the directors and shareholders stop and vest in the liquidator, except as specifically authorized by the court.

             (2)  The liquidator may delegate the powers vested in the liquidator by paragraph (1)(b) to the directors or shareholders.

1986 c12 s344

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Appointment of liquidator

   349. (1) Where making an order for the liquidation of a corporation or at any time afterward, the court may appoint a body corporate or a person, including a director, officer or shareholder of the corporation, as liquidator of the corporation.

             (2)  Where an order for the liquidation of a corporation has been made and the office of liquidator is or becomes vacant, the property of the corporation is under the control of the court until the office of liquidator is filled.

1986 c12 s345

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Duties of liquidator

   350. A liquidator shall,

             (a)  immediately after his or her appointment, give notice of the appointment to the registrar and to each claimant and creditor known to the liquidator;

             (b)  immediately publish notice in the Gazette and by insertion once a week for 2 consecutive weeks in a newspaper published or distributed in the place where the corporation has its registered office and take reasonable steps to give notice of it in every jurisdiction where the corporation carried on business, requiring a person

                      (i)  indebted to the corporation, to render an account and pay to the liquidator at the time and place specified an amount owing,

                     (ii)  possessing property of the corporation, to deliver it to the liquidator at the time and place specified, and

                    (iii)  having a claim against the corporation, whether liquidated, unliquidated, future or contingent, to present particulars of the claim in writing to the liquidator not later than 2 months after the 1st publication of the notice;

             (c)  take into his or her custody and control the property of the corporation;

             (d)  open and maintain a trust account for the money of the corporation;

             (e)  keep accounts of the money of the corporation received and paid out by the liquidator;

              (f)  maintain separate lists of the shareholders, creditors and other persons having claims against the corporation;

             (g)  where the liquidator determines that the corporation is unable to pay or adequately provide for the discharge of its obligations, apply to the court for directions;

             (h)  deliver to the court and to the registrar, at least once in every 12 month period after his or her appointment or more often as the court may require, financial statements of the corporation in the form required by section 258 or in another form that the liquidator may think appropriate or that the court may require;

              (i)  pay the costs of liquidation out of the property of the corporation and pay or make adequate provision for all claims against the corporation; and

              (j)  after his or her final accounts are approved by the court, distribute the remaining property of the corporation among the shareholders according to their respective rights.

1986 c12 s346

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Powers of liquidator

   351. (1) A liquidator may

             (a)  retain lawyers, accountants, engineers, appraisers and other professional advisers;

             (b)  bring, defend or take part in a civil, criminal or administrative action or proceeding in the name and on behalf of the corporation;

             (c)  carry on the business of the corporation as required for an orderly liquidation;

             (d)  sell by public auction or private sale property of the corporation;

             (e)  do all acts and execute documents in the name and on behalf of the corporation;

              (f)  borrow money on the security of the property of the corporation;

             (g)  settle or compromise claims by or against the corporation; and

             (h)  do all other things necessary for the liquidation of the corporation and distribution of its property.

             (2)  A liquidator is not liable where the liquidator relies in good faith upon

             (a)  financial statements of the corporation represented to the liquidator by an officer of the corporation or in a written report of the auditor of the corporation to reflect fairly the financial condition of the corporation; or

             (b)  an opinion, a report or a statement of a lawyer, an accountant, an engineer, an appraiser or other professional adviser retained by the liquidator.

             (3)  Where a liquidator has reason to believe that a person has in his or her possession or under his or her control, or has concealed, withheld or misappropriated property of the corporation, the liquidator may apply to the court for an order requiring that person to appear before the court at the time and place designated in the order and to be examined.

             (4)  Where the examination referred to in subsection (3) discloses that a person has concealed, withheld or misappropriated property of the corporation, the court may order that person to restore it or pay compensation to the liquidator.

1986 c12 s347

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Final accounts and dissolution

   352. (1) Within 1 year after his or her appointment, and after paying or making adequate provision for all claims against the corporation, the liquidator shall apply to the court

             (a)  for approval of the liquidator's final accounts and for an order permitting the liquidator to distribute in money or in kind the remaining property of the corporation to its shareholders according to their respective rights; or

             (b)  for an extension of time, setting out the reasons for the extension.

             (2)  Where a liquidator fails to make the application required by subsection (1), a shareholder of the corporation may apply to the court for an order for the liquidator to show cause why a final accounting and distribution should not be made.

             (3)  A liquidator shall give notice of the liquidator's intention to make application under subsection (1) to the registrar, each inspector appointed under section 346, each shareholder and a person who provided a security or fidelity bond for the liquidation, and the liquidator shall publish the notice in a newspaper published or distributed in the place where the corporation has its registered office or as otherwise directed by the court.

             (4)  Where the court approves the final accounts rendered by a liquidator, the court shall make an order

             (a)  directing the registrar to issue a certificate of dissolution;

             (b)  directing the custody or disposal of the documents and records of the corporation; and

             (c)  discharging the liquidator.

             (5)  The liquidator shall immediately send a certified copy of the order referred to in subsection (4) to the registrar.

             (6)  Upon receipt of the order referred to in subsection (4), the registrar shall issue a certificate of dissolution in accordance with section 393.

             (7)  The corporation stops existing on the date shown in the certificate of dissolution.

1986 c12 s348

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Right to distribution in money

   353. (1) Where, in the course of liquidation of a corporation, the shareholders resolve or the liquidator proposes

             (a)  to exchange all or substantially all the property of the corporation for securities of another body corporate that are to be distributed to the shareholders; or

             (b)  to distribute all or part of the property of the corporation to the shareholders in kind,

a shareholder may apply to the court for an order requiring the distribution of the property of the corporation to be in money.

             (2)  Upon application under subsection (1), the court may order

             (a)  that all the property of the corporation be converted into and distributed in money; or

             (b)  that the claims of a shareholder applying under this section be satisfied by a distribution in money, in which case section 310 applies.

1986 c12 s349

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Custody of records

   354. A person who has been granted custody of the documents and records of a dissolved corporation remains liable to produce the documents and records for 6 years following the date of its dissolution or until the expiry of a shorter period that may be ordered under subsection 352(4).

1986 c12 s350

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Continuation of actions after dissolution

   355. (1) In this section "shareholder" includes the heirs and legal representatives of a shareholder.

             (2)  Notwithstanding the dissolution of a corporation under this Act,

             (a)  a civil, criminal or administrative action or proceeding started by or against the corporation before its dissolution may be continued as if the corporation had not been dissolved;

             (b)  a civil, criminal or administrative action or proceeding may be brought against the corporation within 2 years after its dissolution as if the corporation had not been dissolved; and

             (c)  notwithstanding subsection 357(1), property that would have been available to satisfy a judgment or order if the corporation had not been dissolved remains available for that purpose.

             (3)  Service of a document on a corporation after its dissolution may be effected by serving the document upon a person shown in the last notice filed under section 175 or 183.

             (4)  Notwithstanding the dissolution of a corporation, a shareholder to whom its property has been distributed is liable to a person claiming under subsection (2) to the extent of the amount received by that shareholder upon the distribution, and an action to enforce that liability may be brought within 2 years after the date of the dissolution of the corporation.

             (5)  A court may order an action referred to in subsection (4) to be brought against the persons who were shareholders as a class, subject to the conditions that the court thinks appropriate and, where the plaintiff establishes his or her claim, the court may refer the proceedings to a referee or other officer of the court who may

             (a)  add as a party to the proceedings before the referee or other officer of the court each person who was a shareholder found by the plaintiff;

             (b)  determine the amount that each person who was a shareholder should contribute towards satisfaction of the plaintiff's claim; and

             (c)  direct payment of the amounts so determined.

1986 c12 s351

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Unknown claimants

   356. (1) Upon the dissolution of a corporation, the portion of the property distributable to a creditor or shareholder who cannot be found shall be converted into money and paid to the Minister of Finance.

             (2)  A payment under subsection (1) is satisfaction of the debt or claim of the creditor or shareholder.

             (3)  Notwithstanding subsection 357(1), where a person establishes that he or she is entitled to money paid to the Minister of Finance under this Act, the Minister of Finance shall pay an equivalent amount to that person out of the Consolidated Revenue Fund.

1986 c12 s352

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Vesting of property in Crown

   357. (1) Property of a body corporate that has not been disposed of at the date of its dissolution vests in the Crown.

             (2)  The Lieutenant-Governor in Council upon the report of the Attorney General may dispose of property vested in the Crown under subsection (1).

             (3)  Where a body corporate is revived under section 331, property other than money that vested in the Crown under subsection (1) and that has not been disposed of shall be returned to the body corporate; and there may be paid to the body corporate out of the Consolidated Revenue Fund

             (a)  an amount equal to money received by the Crown under subsection (1); and

             (b)  where property other than money vested in the Crown under subsection (1) and that property has been disposed of, an amount equal to the lesser of

                      (i)  the value of that property at the date it vested in the Crown, and

                     (ii)  the amount realized by the Crown from the disposition of that property.

             (4)  This section applies to bodies corporate whether incorporated or registered in Newfoundland and Labrador or the Province of Newfoundland and Labrador or not, dissolved before as well as to those dissolved after January 1, 1987 .

             (5)  The property of a body corporate which was dissolved before January 1, 1987 and which has not come into the ownership of another person is considered to have vested in the Crown on January 1, 1987 .

1986 c12 s353; 1987 c38 s16; 2001 cN-3.1 s2

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Property automatically revests

   358. (1) Notwithstanding section 357, where a body corporate that is dissolved for failure to apply for a certificate of continuance applies to be revived before January 1, 1990 ownership of that body corporate's property other than money that vested in the Crown and property that has been disposed of by the Crown shall automatically revest in the body corporate, when it is revived.

             (2)  Where a body corporate under subsection (1) is revived, the Crown shall pay to that body corporate out of the Consolidated Revenue Fund an amount equal to money received by the Crown under subsection 357(1).

             (3)  Where the Crown has disposed of property before a body corporate under subsection (1) is revived there shall be paid to the body corporate out of the Consolidated Revenue Fund, where property other than money vested in the Crown under subsection 357(1) and that property has been disposed of, an amount equal to the lesser of

             (a)  the value of the property at the date it vested in the Crown; and

             (b)  the amount realized by the Crown from the disposition of that property.

             (4)  Where the property of a body corporate vests in the Crown, the Crown is not liable in tort by reason only of the property being so vested, but this subsection does not affect the liability of the Crown in respect of a period after the Crown, or a person acting for the Crown, has in fact taken possession or control of the property.

1988 c55 s1

PART XVII
INVESTIGATION

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Investigation ordered

   359. (1) A security holder or the registrar may apply, without giving notice to other interested parties or upon the notice that the court may require, to the court for an order directing an investigation to be made of the corporation and an affiliated corporation.

             (2)  Where, upon an application under subsection (1), it appears to the court that

             (a)  the business of the corporation or an affiliate is or has been carried on with intent to defraud a person;

             (b)  the business or affairs of the corporation or an affiliate are or have been carried on or conducted, or the powers of the directors are or have been exercised in a manner that is oppressive or unfairly prejudicial to or that unfairly disregards the interests of a security holder;

             (c)  the corporation or an affiliate was formed for a fraudulent or unlawful purpose or is to be dissolved for a fraudulent or unlawful purpose; or

             (d)  persons concerned with the formation, business or affairs of the corporation or an affiliate have in connection with the corporation acted fraudulently or dishonestly,

the court may order an investigation to be made of the corporation and an affiliated corporation.

             (3)  Where a security holder makes an application under subsection (1) the security holder shall give the registrar reasonable notice of the application, and the registrar is entitled to appear and be heard in person or by counsel.

             (4)  An applicant under this section is not required to give security for costs.

             (5)  An application under this section shall be heard in private where there has been no notice to other interested parties.

             (6)  A person shall not publish anything relating to proceedings in private under this section except with the authorization of the court or the written consent of the corporation being investigated.

1986 c12 s354; 1987 c38 Sch A

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Court powers on investigation

   360. (1) In connection with an investigation under this Part, the court may make any order it thinks appropriate including

             (a)  an order to investigate;

             (b)  an order appointing an inspector, who may be the registrar, fixing the remuneration of an inspector, and replacing an inspector;

             (c)  an order determining the notice to be given to an interested person, or dispensing with notice to a person;

             (d)  an order authorizing an inspector to enter premises in which the court is satisfied there might be relevant information, and to examine anything and make copies of a document or record found on the premises;

             (e)  an order requiring a person to produce documents or records to the inspector;

              (f)  an order authorizing an inspector to conduct a hearing, administer oaths and examine a person upon oath or affirmation, and prescribing rules for the conduct of the hearing;

             (g)  an order requiring a person to attend a hearing conducted by an inspector and to give evidence upon oath or affirmation;

             (h)  an order giving directions to an inspector or an interested person on a matter arising in the investigation;

              (i)  an order requiring an inspector to make an interim or final report to the court;

              (j)  an order determining whether a report of an inspector should be published and, if so, ordering the registrar to publish the report in whole or in part or to send copies to a person the court designates;

             (k)  an order requiring an inspector to discontinue an investigation; or

              (l)  an order requiring the corporation to pay the costs of the investigation.

             (2)  An inspector shall send to the registrar a copy of a report made by the inspector under this Part.

1986 c12 s355; 1987 c38 Sch A

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Power of inspector

   361. (1) An inspector under this Part has the powers set out in the order appointing the inspector.

             (2)  In addition to the powers set out in the order appointing him or her, an inspector appointed to investigate a corporation may provide to, or exchange information and otherwise co-operate with, a public official in the province or elsewhere who is authorized to exercise investigatory powers and who is investigating, in respect of the corporation, an allegation of improper conduct that is the same as or similar to the conduct described in subsection 359(2).

             (3)  An inspector shall upon request produce to an interested person a copy of an order made under subsection 360(1).

1986 c12 s356

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Hearing

   362. (1) An interested person may apply to the court for an order that a hearing conducted by an inspector under this Part be heard in private and for directions on a matter arising in the investigation.

             (2)  A person whose conduct is being investigated or who is being examined at a hearing conducted by an inspector under this Part has a right to be represented by counsel.

1986 c12 s357

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Criminating statements

   363. A person is not excused from attending and giving evidence and producing documents and records to an inspector under this Part by reason only that the evidence tends to criminate that person or subject that person to a proceeding or penalty, but that evidence may not be used or received against that person in a proceeding afterward instituted against that person, other than a prosecution for perjury in giving the evidence or a prosecution for the giving of contradictory evidence.

1986 c12 s358

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Absolute privilege

   364. An oral or written statement or report made by an inspector or another person in an investigation under this Part has absolute privilege.

1986 c12 s359

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Information respecting ownership

   365. (1) Where the registrar is satisfied that, for the purposes of Part X or XII, or for the purposes of enforcing a regulation made under section 281, there is reason to inquire into the ownership or control of a security of a corporation or an affiliate, the registrar may require a person that the registrar reasonably believes has or has had an interest in the security or acts or has acted on behalf of a person with such an interest to report to the registrar or to a person whom the registrar designates,

             (a)  information that the person has or can reasonably be expected to obtain as to present and past interests in the security; and

             (b)  the names and addresses of the persons so interested and of a person who acts or has acted in relation to the security on behalf of the persons so interested.

             (2)  For the purposes of subsection (1), a person has an interest in a security where

             (a)  the person has a right to vote or to acquire or dispose of the security or an interest in the security;

             (b)  the person's consent is necessary for the exercise of the rights or privileges of another person interested in the security; or

             (c)  another person interested in the security can be required or is accustomed to exercise rights or privileges attached to the security in accordance with his or her instructions.

1986 c12 s360

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Solicitor-client privilege

   366. Nothing in this Part affects the privilege that exists in respect of a solicitor and the solicitor's client.

1986 c12 s361

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Inquiries

   367. The registrar may make inquiries of a person relating to compliance with this Act.

1986 c12 s362

PART XVIII
CIVIL REMEDIES

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Definitions

   368. In this Part

             (a)  "action" means an action under this Act; and

             (b)  "complainant" means

                      (i)  a registered holder or beneficial owner, and a former registered holder or beneficial owner of a security of a corporation or an affiliate,

                     (ii)  a director or an officer or a former director or officer of a corporation or an affiliate,

                    (iii)  the registrar, or

                    (iv)  another person who, in the discretion of a court, is an appropriate person to make an application under this Part.

1986 c12 s363

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Derivative action

   369. (1) A complainant may apply to a court for leave to bring an action in the name and on behalf of a corporation or a subsidiary, or intervene in an action to which a body corporate is a party, for the purpose of prosecuting, defending or discontinuing the action on behalf of the body corporate.

             (2)  Notwithstanding subsection (1), an action may not be brought and intervention in an action may not be made under subsection (1) unless the court is satisfied

             (a)  that the complainant has given reasonable notice to the directors of the corporation or its subsidiary of his or her intention to apply to the court under subsection (1) where the directors of the corporation or its subsidiary do not bring, diligently prosecute or defend or discontinue the action;

             (b)  that the complainant is acting in good faith; and

             (c)  that it appears to be in the interests of the corporation or its subsidiary that the action be brought, prosecuted, defended or discontinued.

1986 c12 s364

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Powers of court

   370. In connection with an action brought or intervened in under section 369, the court may make an order it thinks appropriate including

             (a)  an order authorizing the complainant or another person to control the conduct of the action;

             (b)  an order giving directions for the conduct of the action;

             (c)  an order directing that an amount adjudged payable by a defendant in the action be paid, in whole or in part, directly to former and present security holders of the corporation or its subsidiary instead of to the corporation or its subsidiary; and

             (d)  an order requiring the corporation or its subsidiary to pay reasonable legal fees incurred by the complainant in connection with the action.

1986 c12 s365

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Rectifying oppression

   371. (1) A complainant may apply to a court for an order under this section.

             (2)  Where, upon an application under subsection (1), the court is satisfied that in respect of a corporation or an affiliate

             (a)  an act or omission of the corporation or an affiliate effects a result;

             (b)  the business or affairs of the corporation or an affiliate are or have been carried on or conducted in a manner; or

             (c)  the powers of the directors of the corporation or an affiliate are or have been exercised in a manner,

that is oppressive or unfairly prejudicial to or that unfairly disregards the interests of a security holder, creditor, director or officer, the court may make an order to rectify the matters complained of.

             (3)  In connection with an application under this section, the court may make an interim or final order it thinks appropriate including

             (a)  an order restraining the conduct complained of;

             (b)  an order appointing a receiver or receiver-manager;

             (c)  an order to regulate a corporation's affairs by amending the articles or by-laws or creating or amending a unanimous shareholder agreement;

             (d)  an order directing an issue or exchange of securities;

             (e)  an order appointing directors in place of or in addition to all or some of the directors then in office;

              (f)  an order directing a corporation, or another person, to purchase securities of a security holder;

             (g)  an order directing a corporation, or another person, to pay to a security holder a part of the money paid by the security holder for securities;

             (h)  an order varying or setting aside a transaction or contract to which a corporation is a party and compensating the corporation or another party to the transaction or contract;

              (i)  an order requiring a corporation, within a time specified by the court, to produce to the court or an interested person financial statements in the form required by section 258 or an accounting in another form that the court may determine;

              (j)  an order compensating an aggrieved person;

             (k)  an order directing rectification of the registers or other records of a corporation under section 374;

              (l)  an order liquidating and dissolving the corporation;

            (m)  an order directing an investigation under Part XVII to be made; and

             (n)  an order requiring the trial of an issue.

             (4)  Where an order made under this section directs amendment of the articles or by-laws of a corporation,

             (a)  the directors shall immediately comply with subsection 314(4); and

             (b)  another amendment to the articles or by-laws may not be made without the consent of the court, until a court otherwise orders.

             (5)  A shareholder is not entitled to dissent under section 304 where an amendment to the articles is effected under this section.

             (6)  A corporation shall not make a payment to a shareholder under paragraph (3)(f) or (g) where there are reasonable grounds for believing that

             (a)  the corporation is or would after that payment be unable to pay its liabilities as they become due; or

             (b)  the realizable value of the corporation's assets would as a result be less than the aggregate of its liabilities.

             (7)  An applicant under this section may apply in the alternative for an order under section 343.

1986 c12 s366

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Staying or dismissing action

   372. (1) An application made or an action brought or intervened in under this Part may not be stayed or dismissed by reason only that it is shown that an alleged breach of a right or duty owed to the corporation or its subsidiary has been or may be approved by the shareholders of the body corporate, but evidence of approval by the shareholders may be taken into account by the court in making an order under section 343, 370 or 371.

             (2)  An application made or an action brought or intervened in under this Part may not be stayed, discontinued, settled or dismissed for want of prosecution without the approval of the court given upon the terms that the court thinks appropriate and, where the court determines that the interests of a complainant could be substantially affected by the stay, discontinuance, settlement or dismissal, the court may order a party to the application or action to give notice to the complainant.

1986 c12 s367; 1987 c38 Sch A

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Costs

   373. (1) A complainant is not required to give security for costs in an application made or action brought or intervened in under this Part.

             (2)  In an application made or an action brought or intervened in under this Part, the court may order the corporation or its subsidiary to pay to the complainant interim costs, including legal fees and disbursements, but the complainant may be held accountable for those interim costs upon final disposition of the application or action.

1986 c12 s368

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Rectification of corporate records

   374. (1) Where the name of a person is alleged to be or to have been wrongly entered or retained in, or wrongly deleted or omitted from, the registers or other records of a corporation, the corporation, a security holder of the corporation or an aggrieved person may apply to a court for an order that the registers or records be rectified.

             (2)  An applicant under this section shall give the registrar notice of the application and the registrar is entitled to appear and be heard in person or by counsel.

             (3)  In connection with an application under this section, the court may make an order it thinks appropriate including

             (a)  an order requiring the registers or other records of the corporation to be rectified;

             (b)  an order restraining the corporation from calling or holding a meeting of shareholders or paying a dividend before the rectification;

             (c)  an order determining the right of a party to the proceedings to have the party's name entered or retained in, or deleted or omitted from, the registers or records of the corporation, whether the issue arises between 2 or more security holders or alleged security holders, or between the corporation and security holders or alleged security holders; and

             (d)  an order compensating a party who has incurred a loss.

1986 c12 s369

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Applications for directions

   375. The registrar may apply to a court for directions in respect of a matter concerning his or her duties under this Act, and on the application the court may give the directions and make a further order that it thinks appropriate.

1986 c12 s370

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Notice of refusal by registrar

   376. (1) Where the registrar refuses to file articles or other document required by this Act to be filed by the registrar before the articles or other document become effective, the registrar shall, within 60 days after receipt of the articles or other document by the registrar or 60 days after the registrar receives an approval that may be required under another Act, whichever is the later, and after giving the person who sent the articles or document an opportunity to be heard, give written notice of his or her refusal to the person together with reasons for the refusal.

             (2)  Where the registrar does not file or give written notice of his or her refusal to file articles or document within the time limited for filing in subsection (1), then, for the purposes of section 377, the registrar has refused to file the articles or document.

1986 c12 s371

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Appeal from registrar's decision

   377. A person who feels aggrieved by a decision of the registrar to

             (a)  refuse to file in the form submitted to the registrar articles or other document required by this Act to be filed;

             (b)  give a name, change or revoke a name, or refuse to reserve, accept, change or revoke a name under sections 21 to 24;

             (c)  refuse to grant an exemption under subsection 17(2), subsection 146(2), section 253, section 259, subsection 266(4) or subsection 276(2) and regulations under those sections;

             (d)  refuse under subsection 297(2) to permit a continued reference to shares having a nominal or par value;

             (e)  refuse to issue a certificate of discontinuance under section 301;

              (f)  refuse to revive a corporation under section 331; or

             (g)  dissolve a corporation under section 341,

may apply to a court for an order requiring the registrar to change his or her decision, and upon the application the court may so order and make a further order it thinks appropriate.

1986 c12 s372; 1987 c38 Sch A

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Restraining or compliance order

   378. Where a corporation or a director, officer, employee, agent, auditor, trustee, receiver, receiver-manager or liquidator of a corporation does not comply with this Act, the regulations, articles, by-laws, or a unanimous shareholder agreement, a complainant or a creditor of the corporation may, in addition to another right the complainant or a creditor of the corporation has, apply to a court for an order directing a person to comply with, or restraining a person from acting in breach of, provisions of this Act, the regulations, articles, by-laws, or a unanimous shareholder agreement and upon the application the court may so order and make a further order it thinks appropriate.

1986 c12 s373; 1987 c38 Sch A

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Summary application to court

   379. Where this Act states that a person may apply to a court, the application may be made in a summary manner as the rules of court provide, and subject to an order respecting notice to interested parties or costs, or another order the court thinks appropriate.

1986 c12 s374; 1987 c38 Sch A

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Appeal

   380. An appeal lies to the Court of Appeal from an order made by a court under this Act.

1986 c12 s375

PART XIX
GENERAL AND ADMINISTRATION

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Appointment of registrar

   381. (1) The Lieutenant-Governor in Council may appoint a Registrar of Companies and 1 or more deputies who may carry out the duties and exercise the powers of the registrar under this Act.

             (2)  The Lieutenant-Governor in Council may prescribe a seal for use by the registrar in the performance of his or her duties.

             (3)  The officer that the minister may name shall perform the duties of the registrar

             (a)  where the registrar is absent from St. John's ;

             (b)  where the registrar is prevented by illness or other cause from performing his or her duties;

             (c)  in the event of a vacancy in the office of the registrar; or

             (d)  where the registrar considers it necessary to delegate his or her authority.

1986 c12 s376; 1994 c28 s4

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Service upon registrar

   382. A document may be served on the registrar by leaving it at the office of the registrar or by mailing it by registered mail addressed to the registrar at the registrar's office.

1986 c12 s377

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Register of companies

   383. (1) The registrar shall maintain a register of companies in which to keep the name of every body corporate that is

             (a)  incorporated under this Act;

             (b)  continued as a corporation under this Act;

             (c)  registered under this Act; or

             (d)  restored to the register under this Act,

and that has not been subsequently struck off the register.

             (2)  In addition to the requirements of subsection (1), the registrar shall maintain in the registry of companies the name of every trust and loan corporation which is registered under the Trust and Loan Corporations Act (Canada ) and which is carrying on business in the province.

1986 c12 s378; 1987 c38 Sch A; 2007 cT-9.1 s5

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Inspection of documents

   384. (1) A person who has paid the prescribed fee is entitled, during the normal business hours, to examine, and to make copies of or extracts from, a document required by this Act or the regulations to be sent to the registrar, except a report sent to the registrar under subsection 360(2).

             (2)  The registrar shall, upon request and payment of the prescribed fee, provide a person with a copy or a certified copy of a document received by the registrar under this Act, except a report received by the registrar under subsection 360(2).

             (3)  Where records maintained by the registrar are prepared and maintained in other than a written form,

             (a)  the registrar shall provide a copy required to be provided under subsection (2) in intelligible written form; and

             (b)  a report reproduced from those records, where it is certified by the registrar, is admissible in evidence to the same extent as the original written records would be.

1986 c12 s379

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Notice to directors and shareholders

   385. (1) A notice or document required by this Act, the regulations, the articles, or the by-laws, to be sent to a shareholder or director of a corporation may be sent by prepaid mail addressed to, or may be delivered personally to,

             (a)  the shareholder at the shareholder's latest address as shown in the records of the corporation or its transfer agent; and

             (b)  the director at the director's latest address as shown in the records of the corporation or in the last notice filed under section 175 or 183.

             (2)  A director named in a notice sent by a corporation to the registrar under section 175 or 183 and filed by the registrar is presumed to be, for the purpose of this Act, a director of the corporation referred to in the notice.

1986 c12 s380; 1987 c38 Sch A

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Presumption of receipt

   386. A notice or document sent in accordance with section 385 to a shareholder or director of a corporation is, for the purpose of this Act, presumed to be received by the shareholder or director at the time it would be delivered in the ordinary course of mail unless there are reasonable grounds for believing that the shareholder or director did not receive the notice or document at that time or at all.

1986 c12 s381; 1987 c38 Sch A

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Undelivered notices

   387. Where a corporation sends a notice or document to a shareholder in accordance with section 385 and the notice or document is returned on 3 consecutive occasions because the shareholder cannot be found, the corporation is not required to send further notices or documents to the shareholder until the shareholder informs the corporation in writing of his or her new address.

1986 c12 s382

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Waiver of notice

   388. Where a notice or document is required to be sent under this Act, the sending of the notice or document may be waived or the time for the notice or document may be waived or abridged with the written consent of the person entitled to the notice or document.

1986 c12 s383

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Certificate by corporation

   389. A certificate issued on behalf of a corporation stating a fact that is set out in the articles, the by-laws, an unanimous shareholder agreement, the minutes of the meetings of the directors, a committee of directors or the shareholders, or in a trust indenture or other contract to which the corporation is a party may be signed by a director, an officer or a transfer agent of the corporation.

1986 c12 s384

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Evidentiary value of documents

   390. Where introduced as evidence in a civil, criminal or administrative action or proceeding

             (a)  a fact stated in a certificate referred to in section 389;

             (b)  a certified extract from a securities register of a corporation; or

             (c)  a certified copy of minutes or extract from minutes of a meeting of shareholders, directors or a committee of directors of a corporation,

is, in the absence of evidence to the contrary, proof of the fact so certified without proof of the signature or official character of the person appearing to have signed the certificate.

1986 c12 s385

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Security certificate

   391. An entry in a securities register of, or a security certificate issued by, a corporation is, in the absence of evidence to the contrary, proof that the registered owner is owner of the securities described in the register or in the certificate.

1986 c12 s386; 1987 c38 Sch A

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Copies

   392. Where a notice or document is required to be sent to the registrar under this Act, the registrar may accept a photostatic or photographic copy of it.

1986 c12 s387

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Execution and filing of articles

   393. (1) In this section "statement" means a statement of intent to dissolve referred to in section 337 and a statement of revocation of intent to dissolve referred to in section 339.

             (2)  Where this Act requires that articles or a statement relating to a corporation be sent to the registrar, unless otherwise specifically provided,

             (a)  2 copies, in this section called "duplicate originals", of the articles or the statement shall be signed by a director or an officer of the corporation or, in the case of articles of incorporation, by an incorporator; and

             (b)  upon receiving duplicate originals of any articles or statement that conform to law, and other required documents and the prescribed fees, the registrar shall

                      (i)  endorse on each of the duplicate originals the word "Registered" and the date of the registration,

                     (ii)  issue in duplicate the appropriate certificate and attach to each certificate 1 of the duplicate originals of the articles or statement,

                    (iii)  file a copy of the certificate and attached articles or statement,

                    (iv)  send to the corporation or its representative the original certificate and attached articles or statement, and

                     (v)  publish in the Gazette notice of the issue of the certificate.

             (3)  A certificate referred to in subsection (2) and issued by the registrar may be dated as of the day the registrar receives the articles, statement or court order under which the certificate is issued or as of a later day specified by the court or person who signed the articles or statement.

             (4)  A signature required on a certificate referred to in subsection (2) or subsection 399(2) may be printed or otherwise mechanically reproduced on the certificate.

             (5)  Notwithstanding subsection (3), a certificate of discontinuance mentioned in section 301 and issued in respect of a corporation may be dated as of the day the corporation is continued under the laws of another jurisdiction.

1986 c12 s388; 1987 c38 Sch A

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Alteration of document

   394. The registrar may alter a notice or document, other than an affidavit or statutory declaration, where so authorized by the person who sent the document or by his or her representative.

1986 c12 s389

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Correction of certificates

   395. (1) Where a certificate containing an error is issued to a corporation by the registrar, the directors or shareholders of the corporation shall, upon the request of the registrar, pass the resolutions and send to the registrar the documents required to comply with this Act, and take other steps that the registrar may reasonably require, and the registrar may demand the surrender of the certificate and issue a corrected certificate.

             (2)  A certificate corrected under subsection (1) shall bear the date of the certificate it replaces.

             (3)  Where a corrected certificate issued under subsection (1) materially amends the terms of the original certificate, the registrar shall immediately give notice of the correction in the Gazette.

1986 c12 s390

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Proof of documents

   396. (1) The registrar may require that a document or a fact stated in a document required to be sent to the registrar under this Act be verified in accordance with subsection (2).

             (2)  A document or fact required by this Act or by the registrar to be verified may be verified by affidavit.

             (3)  The registrar may require of a body corporate the authentication of a document, and the authentication may be signed by the secretary, or a director or authorized person or by the solicitor for the body corporate.

1986 c12 s391; 1987 c38 Sch A

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Obligation to provide records

   397. Where records maintained by the registrar are prepared and maintained in a form mentioned in section 40,

             (a)  the registrar shall provide a copy required to be provided under section 384 in written form; and

             (b)  a report produced from those records, where it is certified by the registrar, is admissible in evidence to the same extent as the original written records would be.

1986 c12 s392

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Retention of records

   398. The registrar is not required to produce a document other than a certificate and attached articles or statement filed under section 393 or notice of unanimous shareholder agreement under subsection 245(5), after 6 years from the date the registrar received it.

1986 c12 s393; 1987 c38 Sch A

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Certificate of registrar

   399. (1) The registrar may provide a person with a certificate stating

             (a)  that a body corporate has or has not sent to the registrar a document required to be sent to the registrar under this Act;

             (b)  that a name, whether that of a body corporate or not, is or is not on the register; or

             (c)  that a name, whether that of a body corporate or not, was or was not on the register on a stated date.

             (2)  Where this Act requires or authorizes the registrar to issue a certificate or to certify a fact, the certificate or the certification shall be signed by the registrar or by the registrar's deputy.

             (3)  Except, in a proceeding under section 342 to dissolve a corporation, a certificate or certification mentioned in subsection (2), where introduced as evidence in a civil, criminal or administrative action or proceeding, is conclusive proof of the facts so certified without proof of the signature or official character of the person appearing to have signed the certificate.

1986 c12 s394; 1987 c38 Sch A

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Power to refuse documents

   400. (1) The registrar may refuse to receive, file or register a document submitted to the registrar, where the registrar is of the opinion that the document

             (a)  contains matter contrary to the law;

             (b)  because of an omission or error in description, has not been completed;

             (c)  does not comply with the requirements of this Act;

             (d)  contains an error, alteration or erasure;

             (e)  is not sufficiently legible; or

              (f)  is not sufficiently permanent for the registrar's records.

             (2)  The registrar may request that a document refused under subsection (1) be amended or completed and resubmitted, or that a new document be submitted in its place.

             (3)  Where a document submitted to the registrar is accompanied by a statutory declaration by a solicitor of the Supreme Court that the document does not contain a matter contrary to law and has been completed in accordance with the requirements of this Act, the registrar may accept the declaration as conclusive proof of the facts declared in it.

1986 c12 s395

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Form of filing

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

             (2)  Where a document required under this Act is not in the English language, the registrar may require a translation of it certified by a solicitor of the Supreme Court.

1986 c12 s396; 1987 c38 Sch A; 2004 c14 s6

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Service on corporation

   402. (1) A notice or document required to be sent to or served upon a corporation may be sent by registered mail to the registered office of the corporation shown in the last notice filed under sections 33 and 34 and, where so sent, is considered to be received or served at the time it would be delivered in the ordinary course of mail unless there are reasonable grounds for believing that the corporation did not receive the notice or document at that time or at all.

             (2)  A notice or document may also be served on a corporation by personally serving a director, officer, receiver-manager or liquidator of the corporation.

1987 c38 s18

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Reservation of name

   403. The registrar may, upon request and upon payment of the prescribed fee, reserve for 90 days a name for an intended corporation or for a corporation about to change its name.

1986 c12 s400

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Prohibited name

   404. The name of a corporation

             (a)  shall not be the same as or similar to the name of another corporation, or to the name of an association, partnership or firm, where the use of that name would be likely to confuse or mislead, unless the corporation, association, partnership or firm consents in writing to the use of the name in whole or in part and,

                      (i)  where required by the registrar in the case of a corporation, undertakes to dissolve or change its name to a dissimilar name within 6 months after the filing of the articles by which the name is required, or

                     (ii)  where required by the registrar in the case of an association, partnership or firm, undertakes to stop carrying on its business or activities, or to change its name to a dissimilar name, within 6 months after the filing of the articles by which the name is acquired;

             (b)  shall not be identical to the name of a body corporate incorporated under the laws of the province;

             (c)  shall not suggest or imply a connection with the Crown or the Government of Canada or of a province or a department, branch, bureau, service, agency or activity of a government, unless the authority concerned consents in writing to the proposed name;

             (d)  shall not suggest or imply a connection with a political party or a leader of a political party;

             (e)  shall not suggest or imply a connection with a university or a professional association recognized by the laws of Canada or of a province, unless the university or professional association concerned consents in writing to the use of the proposed name; and

              (f)  shall not be a name that is prohibited by the regulations.

1986 c12 s401

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Power to refuse name

   405. The registrar may refuse to accept articles of incorporation or continuation for a corporation or to register articles amending the name of a corporation where

             (a)  the name is not distinctive because

                      (i)  it is too general,

                     (ii)  it is descriptive only of the quality, function or other characteristic of the goods or services in which the corporation deals or intends to deal, or

                    (iii)  primarily it is only a geographic name used alone,

unless the applicant establishes that the name has through use acquired and continues to have a secondary meaning;

             (b)  the name is deceptively inaccurate in describing

                      (i)  the business, goods or services in association with which it is proposed to be used,

                     (ii)  the conditions under which the goods or services will be produced or supplied,

                    (iii)  the persons to be employed in the production or supply of those goods or services, or

                    (iv)  the place of origin of those goods and services;

             (c)  the name is likely to be confusing with that of a corporation that was dissolved;

             (d)  the name contains the word or words "credit union", "co-operative", or "co-op" when it connotes a co-operative venture; or

             (e)  the name is, in the opinion of the registrar, objectionable.

1986 c12 s402; 1987 c38 Sch A

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Name on amalgamation

   406. Where 2 or more corporations amalgamate, the amalgamated corporation may have

             (a)  the name of 1 of the amalgamating corporations;

             (b)  a distinctive combination, that is not confusing, of the names of the amalgamating corporations; or

             (c)  a distinctive new name that is not confusing.

1986 c12 s403

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Name as condition of revival

   407. Where a corporation has been revived under this Act, and, between the date of its dissolution and the date of its revival another corporation has been granted a name that is likely to be confused with the name of the revived corporation, the registrar may require as a condition of revival that the revived corporation does not carry on business or, where it seeks to carry on business, that it change its name immediately after it is revived.

1986 c12 s404

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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.

             (2)  A director, officer or solicitor of the corporation shall certify the contents of a return made under this section.

             (3)  The registrar may strike off the register a corporation, other than a federal company, that neglects or refuses to file a return required under this section within the period limited for it.

1986 c12 s405; 2004 c14 s7

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Regulations

   409. The Lieutenant-Governor in Council may make regulations

             (a)  prescribing a matter required or authorized by this Act to be prescribed;

             (b)  requiring the payment of a 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 this Act;

             (c)  [Rep. by 1996 cR-10.1 s20]

             (d)  prescribing the rules with respect to exemptions permitted by this Act;

             (e)  respecting the names of corporations or classes of names of corporations;

              (f)  prescribing that, for the purpose of paragraph 258(1)(a), the standards as they exist of an accounting body named in the regulations shall be followed;

             (g)  requiring the payment of a fee in respect of an application and certificate of continuance under Part XX; and

             (h)  generally, to give effect to the purpose of this Act.

1986 c12 s406; 1996 cR-10.1 s20

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Fees and forms

409.1 The minister may

             (a)  set fees for the purpose of this Act; and

             (b)  establish the format and contents of returns, notices or other documents required to be sent to the registrar or to be issued by the registrar.

1996 cR-10.1 s20

PART XX
CONTINUATION OF FORMER-ACT
COMPANIES

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Rep. by 1996 cR-10.1 s20

   410. [Sections 410 to 417 Rep. by 1996 cR-10.1 s20]

1996 cR-10.1 s20

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Rep. by 1996 cR-10.1 s20

   411. [Sections 410 to 417 Rep. by 1996 cR-10.1 s20]

1996 cR-10.1 s20

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Rep. by 1996 cR-10.1 s20

   412. [Sections 410 to 417 Rep. by 1996 cR-10.1 s20]

1996 cR-10.1 s20

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Rep. by 1996 cR-10.1 s20

   413. [Sections 410 to 417 Rep. by 1996 cR-10.1 s20]

1996 cR-10.1 s20

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Rep. by 1996 cR-10.1 s20

   414. [Sections 410 to 417 Rep. by 1996 cR-10.1 s20]

1996 cR-10.1 s20

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Rep. by 1996 cR-10.1 s20

   415. [Sections 410 to 417 Rep. by 1996 cR-10.1 s20]

1996 cR-10.1 s20

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Rep. by 1996 cR-10.1 s20

   416. [Sections 410 to 417 Rep. by 1996 cR-10.1 s20]

1996 cR-10.1 s20

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Rep. by 1996 cR-10.1 s20

   417. [Sections 410 to 417 Rep. by 1996 cR-10.1 s20]

1996 cR-10.1 s20

PART XXI
CORPORATIONS WITHOUT SHARE
CAPITAL

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Application of Part

   418. This Part applies to a corporation without share capital except a mutual insurance corporation to which Division B of Part XXIII applies.

1986 c12 s416; 1987 c38 Sch A

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Definitions

   419. When used in relation to a corporation without share capital

             (a)  the word "member" refers to a member having rights through membership interest in the corporation in accordance with this Act and the articles and by-laws of the corporation; and

             (b)  the word "security" refers to a debt obligation of a corporation and includes a certificate evidencing the debt obligation.

1986 c12 s417; 1987 c38 Sch A

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Restriction under this Part

   420. A corporation in respect of which this Part applies shall restrict its undertaking to one that is only of a patriotic, religious, philanthropic, charitable, educational, scientific, literary, historical, artistic, social, professional, fraternal, sporting or athletic nature or the like, including development associations.

1986 c12 s418; 1987 c38 Sch A

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Form of articles

   421. The articles shall be in the prescribed form and in addition shall state

             (a)  the restrictions on the undertaking that the corporation may carry on;

             (b)  that the corporation has no authorized share capital and is to be carried on without monetary gain to its members, and that profits or other accretions to the corporation are to be used in furthering its undertaking;

             (c)  where the undertaking of the corporation is of a social nature, the address in full of the clubhouse or similar building that the corporation is maintaining; and

             (d)  that each 1st director becomes a member of the corporation upon its incorporation.

1986 c12 s419

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Directors

   422. (1) A corporation may have no fewer than 3 directors.

             (2)  The articles or by-laws of a corporation may provide for individuals becoming directors by holding some office outside the corporation.

1986 c12 s420

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Use of "incorporated", etc.

   423. (1) Notwithstanding section 17, the word "Incorporated", "Incorporee" or "Corporation", or the abbreviation "Inc." or "Corp.", shall be the last word of the name of each corporation without share capital, but a corporation may use and may be legally designated by either the full or the abbreviated form.

             (2)  This section does not apply to a corporation incorporated before January 1, 1987 ; but this section applies to a corporation so incorporated that changes its name by amended articles.

1986 c12 s421

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Number and classes of members

   424. (1) Unless the articles or by-laws of a corporation otherwise provide, there is no limit on the number of members of the corporation.

             (2)  The articles or by-laws of a corporation may provide for more than 1 class of membership and, in that case, the articles shall set out the designation of and the terms and conditions attaching to each class.

1986 c12 s422

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Admission to membership

   425. Subject to the articles or by-laws of a corporation, persons may be admitted to membership in a corporation by resolution of the directors; but the articles or by-laws may provide

             (a)  that the resolution is not effective until confirmed by the members in general meeting; and

             (b)  that members may be admitted by holding some office outside the corporation.

1986 c12 s423

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Voting by members

   426. (1) Each member of each class of members has 1 vote.

             (2)  Notwithstanding subsection (1), the articles or by-laws of a corporation may provide that each member of a specified class has more than 1 vote or has no vote.

1986 c12 s424

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Transferability of interest

   427. (1) Unless the articles of a corporation otherwise provide, the interest of a member in a corporation is not transferable and lapses and stops existing upon the member's death or when the member stops being a member by resignation or otherwise in accordance with the by-laws of the corporation.

             (2)  Where the articles provide that the interest of a member in the corporation is transferable, the by-laws may not restrict the transfer of that interest.

1986 c12 s425

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Power to make by-laws re members

   428. The directors of a corporation may make by-laws, not being contrary to this Act or the articles of the corporation, respecting

             (a)  the admission of persons and unincorporated associations as members and as members by virtue of their office, and the qualifications of and the conditions of membership;

             (b)  the fees and dues of members;

             (c)  the issue of membership cards and certificates;

             (d)  the suspension and termination of membership by the corporation and by a member;

             (e)  where the articles provide that the interest of a member is transferable, the method of transfer of membership;

              (f)  the qualifications of, and the remuneration of, the directors including the directors who are directors by virtue of their office;

             (g)  the time for and the manner of election of directors;

             (h)  the appointment, remuneration, functions, duties and removal of agents, officers and employees of the corporation, and the security to be given by them to the corporation;

              (i)  the time and place, and the notice to be given, for the holding of meetings of the members and of the board of directors, the quorum at meetings of members, the requirement as to proxies, and the procedure in all things at meetings of the members and at meetings of the board of directors; and

              (j)  the conduct in all other particulars of the affairs of the corporation.

1986 c12 s426; 1987 c38 Sch A

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By-laws re groups and delegates

   429. (1) The directors of a corporation may make by-laws not being contrary to this Act or the articles of the corporation respecting

             (a)  the division of its members into groups, either territorially or on the basis of common interest;

             (b)  the election of some or all of the directors

                      (i)  by the groups on the basis of the number of members in each group,

                     (ii)  for the groups in a defined geographical area, by the delegates of the groups meeting together, or

                    (iii)  by the groups on the basis of common interest;

             (c)  the election of delegates and alternate delegates to represent each group on the basis of the number of members in each group;

             (d)  the number and qualifications of delegates and the method of their election;

             (e)  the holding of meetings of members or delegates;

              (f)  the powers and authority of delegates at meetings; and

             (g)  the holding of meetings of members or delegates territorially or on the basis of common interest.

             (2)  A by-law passed under paragraph (1)(f) may provide that a meeting of delegates for all purposes is a meeting of the members with all the powers of such a meeting.

             (3)  A by-law under subsection (1) is not effective until it is confirmed by at least 2/3 of the votes cast at a general meeting of the members called for that purpose.

             (4)  A delegate has only 1 vote and may not vote by proxy.

             (5)  A by-law passed under subsection (1) may not prohibit members from attending meetings of delegates and participating in the discussions at the meetings.

1986 c12 s427; 1987 c38 Sch A

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Disposition of property on dissolution

   430. (1) The articles of incorporation of a corporation shall provide that, upon dissolution, after payment of all its debts and liabilities, the remaining property shall be distributed to an organization in the province the undertaking of which is charitable or beneficial to the community.

             (2)  A distribution in accordance with subsection (1) is sufficient compliance with paragraph 337(4)(d) and paragraph 350(j).

1986 c12 s428; 1987 c38 s23

PART XXII
REGISTRATION OF INCORPORATED
COMPANIES

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Definitions

   431. (1) In this Part

             (a)  "domestic company" means a body corporate that

                      (i)  is incorporated under an Act of Newfoundland and Labrador or the Province of Newfoundland and Labrador other than the former Act or this Act, and

                     (ii)  is not an agent of the Crown;

             (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

             (d)  "undertaking" means a business or activity carried on by a domestic company or an extra-provincial company.

             (2)  For the purposes of this Part, an extra-provincial company is carrying on an undertaking in the province where

             (a)  it holds title to land in the province or has an interest otherwise than by way of security in land;

             (b)  it maintains an office, warehouse or place of business in the province;

             (c)  it is licensed or registered or required to be licensed or registered under a law of the province that entitles it to do business or to sell securities of its own issue;

             (d)  it is the holder of a certificate of registration issued under the Highway Traffic Act respecting a public service vehicle; or

             (e)  in another manner it carries on an undertaking in the province.

             (3)  For the purposes of subsection (2), where an extra-provincial company is listed with a number under the name of the extra-provincial company in a telephone directory published by a telephone company for use in this province, that extra-provincial company is presumed, in the absence of proof to the contrary, to be carrying on an undertaking in this province.

1986 c12 s429; 1987 c38 Sch A; 2001 cN-3.1 s2; 2004 c14 s8

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Not applicable to co-operatives

   432. (1) This Part does not apply to a domestic company or an extra-provincial company that carries on its undertaking on a co-operative basis within the meaning of the Co-operative Societies Act.

             (2)  For the purposes of this section an agricultural society incorporated under theAgricultural Societies Act carries on its undertaking on a co-operative basis within the meaning of the Co-operative Societies Act.

1986 c12 s430

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Requirement for registration

   433. (1) A domestic company or extra-provincial company shall not begin or carry on an undertaking in this province until it is registered under this Act.

             (2)  A domestic company or extra-provincial company whose name appears on the register maintained by the registrar under section 383 is presumed to be registered under this Act and such a company whose name does not appear on that register is presumed not to be registered under this Act.

             (3)  Notwithstanding subsection (1), an extra-provincial company registered under the former Act on January 1, 1987 and a domestic company are considered to be registered under this Act.

             (4)  A domestic company considered to be registered under subsection (3) shall file with the registrar the information or documents referred to in subsection 434(1) within 90 days after receiving notice from the registrar.

1986 c12 s431; 1987 c38 s24

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Manner of registering

   434. (1) In order to be registered under this Act a domestic company shall file with the registrar:

             (a)  a list setting out the names, addresses and occupations of all persons who on a day stated for the list, not being more than 6 clear days before the day of registration, were shareholders of the company, with the total of the shares held by these persons respectively, and distinguishing, where the shares are numbered, each share by its number;

             (b)  the names of the directors of the company;

             (c)  a copy of a statute, certificate or other constating instrument of the company;

             (d)  where the company is a company limited by shares, a statement specifying the following particulars:

                      (i)  the authorized or stated capital of the company and the number and kind of shares authorized under its constating instruments,

                     (ii)  the number of shares issued and the amount paid on each share, and

                    (iii)  the name of the company with the addition of the word or abbreviation "Limited" or "Ltd." or "Incorporated" or "Inc." or "Corporation" or "Corp" as the last word of the name.

             (2)  A domestic company may not be registered under this Act until it has paid the prescribed fee for registration.

1986 c12 s432; 1987 c38 s25

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Registration of extra-provincial company

   435. (1) Subject to the payment of the prescribed fee, an extra-provincial company may be registered under this Act for a lawful undertaking.

             (2)  Notwithstanding subsection (1), an application for registration under this Act by an extra-provincial company other than a federal company may be referred by the registrar to the Lieutenant-Governor in Council who may order the registrar to refuse registration.

1986 c12 s433; 1987 c38 Sch A

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Restricting activities

   436. (1) The registrar may, in prescribed circumstances, restrict the powers or activities that an extra-provincial company other than a federal company may exercise or carry on in the province.

             (2)  Where powers or activities of an extra-provincial company are restricted under subsection (1), the company shall not exercise those powers or carry on those activities in the province.

             (3)  Where powers or activities of an extra-provincial company are to be restricted under subsection (1),

             (a)  the registrar shall notify the company of what he or she intends to do;

             (b)  the company may appeal to the Lieutenant-Governor in Council within 1 month after the day on which the notification from the registrar is received by the company; and

             (c)  the Lieutenant-Governor in Council may confirm, vary or overrule the decision of the registrar.

1986 c12 s434

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Amalgamated foreign company

   437. An extra-provincial company that has been continued from the amalgamation of 2 or more extra-provincial companies shall comply with section 435 as though it were a new incorporation of an extra-provincial company irrespective of the fact that 1 or more of the extra-provincial companies continued by the amalgamated company had been registered under this Act at the date of the amalgamation or afterward.

1986 c12 s435

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Requirements to register

   438. (1) In order to register under this Act an extra-provincial company shall file with the registrar a statement in the prescribed form setting out:

             (a)  the name of the company;

             (b)  the jurisdiction within which the company was incorporated;

             (c)  the date of its incorporation;

             (d)  the manner in which it was incorporated;

             (e)  full particulars of its constating instruments;

              (f)  the period fixed by its constating instruments for the duration of the company;

             (g)  the extent to which the liability of members of the company is limited;

             (h)  the undertaking that the company will carry on in the province;

              (i)  the date on which the company intends to begin any of its undertakings in the province;

              (j)  the authorized, subscribed and paid-up or stated capital of the company and the shares that the company is authorized to issue and their nominal or par value;

             (k)  the full address of the head office of the company outside the province;

              (l)  the full address of the head office of the company in the province; and

            (m)  the full names, addresses and occupations of the directors of the company.

             (2)  The statement shall be accompanied by

             (a)  a statutory declaration by an officer of the company that verifies on behalf of the company the particulars set out in the statement;

             (b)  a copy of the constating instruments of the company;

             (c)  the prescribed fee; and

             (d)  a power of attorney in accordance with section 440.

1986 c12 s436; 1987 c38 Sch A

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Document not in English

   439. When a document that is required to be filed under section 438 is not in the English language, the registrar may require that a translation of that document be provided which shall be notarially certified.

1986 c12 s437

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Power of attorney

   440. (1) An extra-provincial company shall file with the registrar a fully executed power of attorney in the prescribed form that will empower some individual named in the power and resident in the province to act as the attorney of the company for the purpose of receiving service of process in all suits and proceedings by or against it in the province and of receiving all lawful notices.

             (2)  A power of attorney under subsection (1) shall declare that service of process in respect of suits and proceedings by or against the company and of lawful notices on the attorney will be binding on the company for all purposes.

             (3)  An extra-provincial company by another power of attorney executed and deposited in accordance with this section may appoint another attorney in the province for the purposes set out in the power and to replace the attorney previously appointed under this section.

1986 c12 s438; 1987 c38 Sch A

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Failure of power

   441. Where an attorney named in the power of attorney executed by an extra-provincial company under section 440 stops living in the province or where the power of attorney becomes invalid or ineffectual for another reason, the company shall file another power of attorney under section 440.

1986 c12 s439

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Capacity of attorney

   442. (1) Service of process and notices on an attorney for an extra-provincial company appointed under a power of attorney registered under section 440 is legal and binding service on the company.

             (2)  When an attorney for an extra-provincial company appointed under a power of attorney registered under section 440 signs a deed on behalf of the company, the deed is binding on the company in the province where the company has empowered the attorney to execute deeds and the attorney executes it with his or her own seal.

             (3)  A deed that is binding on an extra-provincial company under subsection (2) has the same effect as if it were under the seal of the company.

1986 c12 s440

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Certificate of registration

   443. (1) Where the registrar has received, in respect of an extra-provincial company, the statements and other documents required under this Part together with the prescribed fees, but subject to the discretionary power authorized by this Part, the registrar shall

             (a)  issue a certificate showing that the company has been registered as an extra-provincial company under this Part; and

             (b)  publish in the Gazette a notice of the registration of the company as an extra-provincial company.

             (2)  A certificate of registration under this section in respect of an extra-provincial company is conclusive proof of the registration of that company on the date shown in it and of other facts that it purports to certify.

1986 c12 s441

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Effect of registration

   444. Subject to this Part and other laws of the province, an extra-provincial company registered under this Act may carry on its undertaking in the province in accordance with its certificate of registration and may exercise its corporate powers within the province.

1986 c12 s442

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Rep. by 2004 c14 s9

   445. [Rep. by 2004 c14 s9]

2004 c14 s9

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Suspension or revocation

   446. (1) Subject to the regulations that the Lieutenant-Governor in Council may make in that behalf, the Lieutenant-Governor in Council may suspend or revoke the registration of an extra-provincial company for failing to comply with a requirement of this Part or for other prescribed cause, and the Lieutenant-Governor in Council may remove a suspension or cancel a revocation subject to the regulations.

             (2)  The rights of creditors of an extra-provincial company are not affected by the suspension or revocation of the registration of that company under this Part.

             (3)  The registrar shall publish immediately in the Gazette a notice of a suspension or revocation of a registration under this Part.

1986 c12 s444

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Cancellation of registration

   447. (1) Where an extra-provincial company stops carrying on an undertaking in the province, the company shall file a notice to that effect with the registrar who shall then cancel the registration of the company.

             (2)  Where an extra-provincial company stops existing and the registrar is made aware of that circumstance by evidence satisfactory to the registrar, the registrar shall cancel the registration of that company.

             (3)  Where the registrar is of the opinion that the public convenience will be served by it, the registrar may publish in the Gazette a notice of the cancellation of the registration of an extra-provincial company.

1986 c12 s445; 1987 c38 Sch A

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Revival of registration

   448. (1) Where the registration of an extra-provincial company has been cancelled under section 447, the registrar may revive the registration of that company under this Act where the company files with the registrar the documents that the registrar may require and pays the prescribed fees.

             (2)  A registration of an extra-provincial company is revived under this section where the registrar issues a new certificate of registration to that company.

             (3)  The registrar may require the extra-provincial company to whom the registrar has issued a new certificate under this section to publish in the Gazette at its own expense a notice of the revival of its registration.

1986 c12 s446

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Authorization of previous activities

   449. Registration or revival of registration under this Act of an extra-provincial company retroactively authorizes all previous acts of the company as though the extra-provincial company had been registered at the time of those acts, except for the purposes of a prosecution of an offence under this Part.

1986 c12 s447; 1987 c38 Sch A

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Displaying name of company

   450. (1) An extra-provincial company carrying on an undertaking in the province shall, in a conspicuous place and in easily legible letters, paint or affix, and keep painted or affixed, its name on the outside of its head office in the province.

             (2)  An extra-provincial company carrying on an undertaking in the province shall, in the transaction of its undertaking within the province, have its name mentioned in legible characters in

             (a)  all contracts, bills of exchange, promissory notes, endorsements, cheques and orders for money or goods purporting to be signed by or on behalf of the company; and

             (b)  all bills of parcels, invoices, receipts and letters of credit of the company.

1986 c12 s448; 1987 c38 s26

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Change of name, etc.

   451. (1) Where in the case of an extra-provincial company registered under this Part

             (a)  the name of the company has been changed;

             (b)  the constating instruments of the company have been altered to reflect a fundamental change within the meaning of Part XIV; or

             (c)  the objects of the company have been altered or its business has been restricted,

the company shall, within 1 month after that change has been made, file with the registrar certified copies of the instruments by which the change has been made or ordered to be made.

             (2)  Upon receipt of the certified copies and the prescribed fees, the registrar shall enter the change of name in the register under this Part and enter a record of the other changes in the register that the registrar considers to be in the public interest.

             (3)  Registration of an extra-provincial company under this Act is not valid 60 days after a change described in subsection (1) is made or ordered unless within that period the change is filed with the registrar under subsection (1).

             (4)  Upon registration of a change in respect of an extra-provincial company under this section, the registrar shall

             (a)  issue to the company a certificate of the change under the registrar's hand in a form adopted to the circumstances; and

             (b)  where the change involves a change of name, publish a notice of the change in theGazette.

             (5)  A certificate issued under subsection (4) and a notice published in the Gazette under that subsection are admissible in evidence as conclusive proof of the fact of the change stated in it.

1986 c12 s449

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Incapacity of unregistered company

   452. (1) An extra-provincial company, other than a federal company, that is not registered under this Act may not maintain an action, suit or other proceeding in a court in the province in respect of a contract made in whole or in part within the province in the course of or in connection with the carrying on of an undertaking by the company in the province.

             (2)  Notwithstanding subsection (1), where an extra-provincial company, other than a federal company, described in that subsection becomes registered under this Act or has its registration restored, the company may then maintain an action, suit or other proceeding in respect of the contract described in subsection (1) as though it had never been disabled under that subsection whether or not the contract was made or proceeding instituted by the company before the date the company was registered or had its registration restored.

             (3)  In the case of an extra-provincial company, other than a federal company, whose registration has been restored, subsection (2) is subject to the conditions imposed upon the company or to the terms of an order of the court in respect of the restoration of its registration.

             (4)  Where an assignment of a debt or a chose in action is made by an extra-provincial company, other than a federal company, described in subsection (1) to an individual or to a body corporate having the capacity to maintain an action, suit or other proceeding in a court in the province,

             (a)  that individual or body corporate; or

             (b)  a person claiming through or under the individual or body corporate

may not, unless the Lieutenant-Governor in Council otherwise orders, maintain an action, suit or other proceeding in a court in this province that is based on the subject of the assignment unless the extra-provincial company is registered under this Act during the time the action, suit or other proceeding is being proceeded with.

             (5)  Subsection (4) does not apply in respect of an extra-provincial company that is a judgment creditor applying to have a judgment registered in the Supreme Court under the Reciprocal Enforcement of Judgments Act.

1986 c12 s450

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Resumption of action upon registration

   453. Where an action, suit or proceeding has been dismissed or otherwise decided against an extra-provincial company on the ground that an act or transaction of the company was invalid or prohibited because of the company's not being registered under this Act, the company may, where it becomes registered under this Act and upon the terms as to costs that the court may order, maintain a new action, suit or other proceeding as if a judgment had not been given or entered.

1986 c12 s451

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Registration, etc. fees

   454. (1) A domestic company and an extra-provincial company shall pay the fees to the registrar that the minister may set in respect of registration and other matters under this Part.

             (2)  The minister may set different fees for domestic and extra-provincial companies and may set fees based on authorized or stated capital of a company or otherwise.

1996 cR-10.1 s20

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Application of other Parts

   455. (1) The following provisions of this Act apply, with the necessary changes, to extra-provincial companies registered under this Part, namely, Parts X, XVII and XIX.

             (2)  The following provisions of this Act apply, with the necessary changes, to domestic companies registered under this Part, namely, Parts VII, VIII, IX, X, XVI, XVII, XVIII and XIX.

1986 c12 s453; 1987 c38 s27

PART XXIII
INSURANCE CORPORATIONS

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Interpretation

   456. A word or expression that is defined in section 2 or section 5 of the Insurance Companies Act and used in this Part has the meaning given to it in that Act.

1986 c12 s454

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Application of Part

   457. Except where it is expressly otherwise provided, this Part applies to all insurers incorporated before or after January 1, 1987 under an Act of Newfoundland and Labrador or of the Province of Newfoundland and Labrador .

1986 c12 s455; 2001 cN-3.1 s2

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Approval of Superintendent of Insurance

   458. (1) Articles of incorporation or continuance may not be accepted by the registrar under this Act in respect of an insurer unless the articles are first approved by the Superintendent of Insurance.

             (2)  This section does not apply to a friendly society, an employee's mutual benefit society or a society, association or organization described in paragraph 7(b) of the Insurance Companies Act.

             (3)  The Superintendent of Insurance shall refer an application by an insurer where the Superintendent of Insurance refuses his or her approval under subsection (1) to the Lieutenant-Governor in Council who may refuse the application in which case the insurer as incorporated or continued under this Act may not be licensed under theInsurance Companies Act.

1986 c12 s456; 1987 c38 s28 & Sch A

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Filing of by-law

   459. A copy of a by-law of an insurer required to be licensed under the Insurance Companies Act, which shall be certified by an officer of the insurer to be a true copy, shall be filed with the Superintendent of Insurance within 7 days of the passing of that by-law; and may be disallowed by the Superintendent of Insurance, within 1 month after its filing with the Superintendent of Insurance, by notice to that effect.

1986 c12 s457

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Incorporation restricted

   460. (1) When an insurer is empowered

             (a)  to pay to its members or their beneficiaries as a benefit payable by the insurer, the proceeds of a contingency levy; or

             (b)  to pay sickness, accident, disability, unemployment, funeral, hospital, medical or dental benefits payable on death or on a contingency dependent on human life, in an amount that is fixed at the discretion of the directors or an executive or management committee of the insurer,

the insurer may not be incorporated under this Act, be revived under this Act or file articles of amendment under this Act.

             (2)  Subsection (1) does not apply in respect of an application for incorporation, revival or amendment of articles approved by the Superintendent of Insurance in respect of an insurer that is a mutual benefit society or that was licensed under theInsurance Companies Act before April 1, 1978 .

1986 c12 s458

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Dissolution of incorporated insurer

   461. The Lieutenant-Governor in Council may dissolve an insurer where

             (a)  the insurer does not obtain a licence under the Insurance Companies Act within 1 year of its incorporation;

             (b)  the insurer fails to renew the licence under the Insurance Companies Act for a period of 1 year; or

             (c)  the licence of the insurer is cancelled under the Insurance Companies Act.

1986 c12 s459

DIVISION A
SHARE CAPITAL INSURANCE
CORPORATIONS

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Application

   462. This Division applies to an insurer with share capital except mutual insurance corporations.

1986 c12 s460

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Incorporation

   463. Except as provided in Division B, an insurer with share capital may be incorporated by filing articles of incorporation in the prescribed form, but the articles shall state that the business of the corporation is restricted to the transaction of particular classes of insurance for which the corporation may be licensed under the Insurance Companies Act.

1986 c12 s461; 1987 c38 Sch A

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Notice of application

   464. Applicants for incorporation shall, immediately before the application, publish in at least 4 consecutive issues of the Gazette notice of their intention to so apply, and shall, where required by the registrar, publish elsewhere notice of their intention, and shall also give at least 1 month's notice of their intention to apply to the Superintendent of Insurance.

1986 c12 s462

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Capital requirements

   465. (1) Where the corporation undertakes life insurance, the minimum consideration placed on the issue of shares of the corporation shall not be less than $3,000,000.

             (2)  Where the corporation undertakes 1 or more classes of insurance other than life, the minimum consideration placed on the issue of shares of the corporation shall not be less than $1,000,000.

             (3)  A corporation shall not make a payment to purchase or otherwise acquire shares issued by it where there are reasonable grounds for believing that the realizable value of the corporation's assets would after the payment be less than the minimum amounts set out in subsections (1) and (2).

1986 c12 s463; 1987 c38 Sch A

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Subscribed capital

   466. (1) All money received on account of shares shall be paid into a branch or agency in the province of a chartered bank or to a trust corporation which meets the requirements of section 3 of the Trust and Loan Corporations Act in trust for the proposed corporation; and money paid on account of shares before the 1st general meeting of the corporation is organized may not be withdrawn or paid over to the corporation until after that meeting and the election of directors.

             (2)  A subscription for shares made prior to the granting of a licence under the Insurance Companies Act shall contain the stipulation that money received on account of shares will be returned to the subscribers without a deduction for promotion, organization, or other expenses, in case the insurer fails to obtain a licence.

             (3)  A subscription for shares shall contain the stipulation that a sum will not be used or paid before or after incorporation, for commission, promotion or organization expenses in excess of a percentage of the amount of money received on account of shares being no more than 15% of it.

1986 c12 s464; 2007 cT-9.1 s5

DIVISION B
MUTUAL INSURANCE CORPORATIONS

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Application

   467. This Division applies to a corporation incorporated for the purpose of undertaking contracts of mutual insurance.

1986 c12 s465

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Incorporation of mutual companies

   468. A mutual insurance corporation without share capital may be incorporated by filing articles of incorporation in the prescribed form, but the articles shall state that the undertaking of the corporation is restricted to the sole purpose of undertaking contracts of mutual insurance.

1986 c12 s466

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Name

   469. The name of a mutual insurance corporation shall include the word "Mutual" and the word "Insurance" or "Assurance".

1986 c12 s467

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Subscription book

   470. Where 25 or more persons, each having an insurable interest in property of a kind to be insured in a proposed corporation, are present at a meeting, and a majority of them determine that it is expedient to establish a mutual insurance corporation, they may elect from among themselves 3 persons to open and keep a subscription book in which owners of that property within the province may sign their names and addresses and enter the sum for which they respectively bind themselves to effect insurance with the corporation, giving the description and location of the property to be insured.

1986 c12 s468; 1987 c38 Sch A

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First meeting

   471. (1) Where the subscription has been completed and the aggregate amount subscribed is not less than $50,000, 10 of the subscribers may call the 1st meeting of the proposed corporation, at the time and place that they determine, by advertisement and by sending a printed notice by mail, addressed to a subscriber at the subscriber's post office address, at least 10 days before the day of the meeting.

             (2)  The notice and advertisement shall state the object of the meeting and the time and place at which it is to be held.

1986 c12 s469

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Directors, etc.

   472. At the meeting, or at an adjournment of the meeting, the name and style of the corporation shall be adopted, an interim secretary shall be appointed, directors elected, and a central and generally accessible place within the province named at which the registered office of the company is to be located.

1986 c12 s470

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Application for incorporation

   473. (1) With the articles of incorporation, the applicants shall produce to the registrar, certified as correct by the chairperson and secretary,

             (a)  a copy of the minutes of the meeting, including all resolutions respecting the business of the proposed corporation, its name or style, and the location of its registered office;

             (b)  a copy of the subscription book;

             (c)  a list showing the names and addresses of the directors elected and of the officers appointed; and

             (d)  the other information that the registrar may require.

             (2)  The applicants shall produce for verification to the registrar, where requested, the originals of the documents required under subsection (1).

1986 c12 s471

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Members

   474. (1) A person who, being insured under a policy issued on the mutual plan by a corporation, gives the corporation a premium note is, from the date upon which the insurance becomes effective, a member of the corporation.

             (2)  A member is not liable in respect of a loss or claim or demand against the corporation beyond the amount unpaid upon the member's premium note.

1986 c12 s472

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Withdrawal from mutual

   475. (1) A member of a mutual insurance corporation may, with the consent of the directors, withdraw from the corporation upon the terms that the directors lawfully prescribe.

             (2)  Upon the withdrawal a member's policy is cancelled, but the member is nevertheless liable to be assessed for, and to pay, his or her proportion of the losses, expense, and reserve to the time of cancellation of the policy.

             (3)  On the payment of the amount payable to the mutual insurance corporation by a member at the time of his or her withdrawal, the member is entitled to a return of his or her premium note.

1986 c12 s473; 1987 c38 Sch A

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Effect of cash plan insurance

   476. Insurance on the wholly cash plan does not make the insured a member, or liable to contribute or pay a sum to a mutual insurance corporation, or to its funds, or to another member of it, beyond the cash premium agreed upon, or gives the insured a right to participate in the profits or surplus funds of the corporation.

1986 c12 s474

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Voting

   477. (1) Each member of a mutual insurance corporation is entitled at all meetings of the corporation to a number of votes in proportion to the amount by the member insured, as follows:

             (a)  an amount under $1,500, 1 vote;

             (b)  an amount from $1,500 to $3,000, 2 votes;

             (c)  an amount from $3,000 to $6,000, 3 votes; and

             (d)  every additional $3,000 over $6,000, 1 additional vote.

             (2)  Notwithstanding subsection (1), the corporation may provide by its articles or by-laws that each member is entitled to 1 vote only at its meetings.

             (3)  A member is not entitled to vote while that member is in arrears for an assessment or premiums due from the member to the corporation.

1986 c12 s475; 1987 c38 Sch A

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Vote where 2 or more persons

   478. Where a policy on the mutual plan is issued to 2 or more persons, 1 only is entitled to vote, and the right of voting belongs to the person 1st named on the register of policyholders where that person is present, and where not present, to the person who stands 2nd, and so on.

1986 c12 s476

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Vote of trustee member

   479. Where property is insured by a trustee board or a body corporate, a person appointed in writing under its resolution may vote on its behalf.

1986 c12 s477

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Quorum

   480. At meetings of the corporation 12 members actually present constitute a quorum.

1986 c12 s478

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Persons eligible as directors

   481. (1) A person is not eligible to be, nor may a person act as, a director of a mutual insurance corporation unless that person is a member of the corporation and insured in it, for the time that person holds office, to the amount of not less than $2,000.

             (2)  The president or director of a body corporate that has the qualifications that would qualify an individual to be a director of a mutual insurance corporation is eligible to be a director of the mutual insurance corporation.

             (3)  Where a partnership has the qualifications that would qualify an individual to be a director of a mutual insurance corporation, 1 member of the partnership is eligible to be a director of the mutual insurance corporation.

1986 c12 s479

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Treasurer

   482. The treasurer or other officer having charge of the money of a mutual insurance corporation shall give security to the satisfaction of the directors of the corporation, in a sum of not less than $2,000, for the faithful discharge of his or her duties.

1986 c12 s480

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Meeting of directors

   483. The directors shall hold a meeting at least every 3 months for transacting the business of the corporation.

1986 c12 s481

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Assets

   484. All the securities, promissory notes and bills of exchange of a mutual insurance corporation at any time outstanding shall not exceed 1/2 of the amount remaining unpaid upon the premium notes of the corporation.

1986 c12 s482

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Establishment of branches

   485. A mutual insurance corporation may separate its business into branches or departments, with reference to the nature or classification of risks or of the localities in which insurance is or is to be effected.

1986 c12 s483

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Rates

   486. The directors of a mutual insurance corporation separating its business as described in section 485 shall make a scale of risks and tariffs of rates for each branch or department, and direct that the amounts of each be kept separate from the other.

1986 c12 s484

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Liability of branch members

   487. Members insuring in 1 branch of a mutual insurance corporation are not liable, and may not be assessed, for claims in another branch or department; but this section shall not be construed to apply to a reserve fund of the corporation.

1986 c12 s485

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Expenses divided

   488. All necessary expenses incurred in the conduct and management of a mutual insurance corporation shall be assessed upon and divided among the several branches or departments in the proportion that the directors determine.

1986 c12 s486

DIVISION C
BENEVOLENT CORPORATIONS

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Application

   489. This Division applies to a corporation without share capital the undertaking of which is restricted by its articles to that of a fraternal society, a mutual benefit society, an employee's mutual benefit society, or a society, association or organization described in paragraph 7(b) of the Insurance Companies Act.

1986 c12 s487

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Incorporation

   490. A corporation without share capital may be incorporated by filing articles of incorporation in the prescribed form; but the articles shall state that the undertaking of the corporation is restricted to the sole purpose of carrying on, under the Insurance Companies Act, the business of a society, association or organization mentioned in section 489.

1986 c12 s488

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Investments

   491. The corporation shall not invest its funds otherwise than in securities authorized for investment by insurers under theInsurance Companies Act.

1986 c12 s489

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Limit on benefits

   492. The corporation may limit insurance or benefits to the class of persons that its rules determine, notwithstanding another statute or law to the contrary, unless the other statute is declared specifically to apply to corporations to which this Division applies.

1986 c12 s490

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