15. All powers given to a company by letters patent or supplementary letters patent shall be exercised subject to the provisions and restrictions contained in this Part.

R.S., 1952, c. 53, s. 13.

16. (1) A company may, as ancillary and incidental to the objects set out in its letters patent or supplementary letters patent, exercise any or all of the following powers, namely the power:

(a) to carry on any other business that may seem to the company capable of being conveniently carried on in connection with its business or calculated directly or indirectly to enhance the value of or render profitable any of the company’s property or rights;

(a.1) to purchase or otherwise acquire and undertake all or any of the assets, business, property, privileges, contracts, rights, obligations and liabilities of any other company or any society, firm or person carrying on any business that the company is authorized to carry on, or possessed of property suitable for the purposes of the company;

(b) to apply for, purchase or otherwise acquire any patents, patent rights, copyrights, trade marks, formulae, licences, concessions and the like, conferring any exclusive or non-exclusive or limited right to use, or any secret or other information as to any invention that may seem capable of being used for any of the purposes of the company, or the acquisition of which may seem calculated directly or indirectly to benefit the company, and to use, exercise, develop or grant licenses in respect of, or otherwise turn to account, the property, rights or information so acquired;

(b.1) to amalgamate or enter into partnership or into any arrangement for sharing of profits, union of interests, cooperation, joint adventure, reciprocal concession or otherwise, with any other company or any society, firm or person, carrying on or engaged in or about to carry on or engage in any business or transaction that the company is authorized to carry on or engage in, or any business or transaction capable of being conducted so as directly or indirectly to benefit the company; and to lend money to, guarantee the contracts of, or otherwise assist any such company, society, firm or person, and to take or otherwise acquire shares and securities of any such company, and to sell, hold or otherwise deal with the same;

(c) to take, or otherwise acquire and hold, shares, debentures or other securities of any other company having objects altogether or in part similar to those of the company, or carrying on any business capable of being conducted so as, directly or indirectly, to benefit the company, and to sell or otherwise deal with the same;

(d) to enter into any arrangements with any government or authority, municipal, local or otherwise, that may seem conducive to the company’s objects, or any of them, and to obtain from any such government or authority any rights, privileges and concessions that the company may think it desirable to obtain, and to carry out, exercise and comply with any such arrangements, rights, privileges and concessions;

(e) to establish and support or aid in the establishment and support of associations, institutions, funds, trusts and conveniences calculated to benefit employees or ex-employees of the company or of its predecessors in business, or the dependants or connections of such persons, and to grant pensions and allowances, and to make payments toward insurance, and to subscribe or guarantee money for charitable or benevolent objects, or for any exhibition or for any public, general or useful object;

(f) to promote any other company or companies for the purpose of acquiring or taking over all or any of the property and liabilities of the company, or for any other purpose that may seem directly or indirectly calculated to benefit the company;

(g) to purchase, take on lease or in exchange, hire, and otherwise acquire and hold, sell or otherwise deal with any real and personal property and any rights or privileges that the company may think necessary or convenient for the purposes of its business and in particular any land, buildings, easements, machinery, plant and stock-in-trade;

(h) to construct, improve, maintain, work, manage, carry out or control any roads, ways, branches or sidings, bridges, reservoirs, watercourses, wharfs, manufactories, warehouses, electric works, shops, stores and other works and conveniences that may seem calculated directly or indirectly to advance the company’s interests, and to contribute to, subsidize or otherwise assist or take part in the construction, improvement, maintenance, working, management, carrying out or control thereof;

(i) to lend money to any other company, or any society, firm or person, having dealings with the company or with whom the company proposes to have dealings or to any other company any of whose shares are held by the company;

(j) to draw, make, accept, endorse, discount, execute and issue promissory notes, bills of exchange, bills of lading, warrants and other negotiable or transferable instruments;

(k) to sell or dispose of the undertaking of the company or any part thereof for such consideration as the company may think fit, and in particular for shares, debentures or securities of any other company that has objects altogether or in part similar to those of the company;

(l) to apply for, secure, acquire by grant, legislative enactment, assignment, transfer, purchase or otherwise, and to exercise, carry out and enjoy any charter, licence, power, authority, franchise, concession, right or privilege, that any government or authority or any corporation or other public body may be empowered to grant, and to pay for, aid in and contribute toward carrying the same into effect, and to appropriate any of the company’s shares, debentures, or other securities and assets to defray the necessary costs, charges and expenses thereof;

(m) to procure the company to be registered and recognized in any foreign country or place, and to designate persons therein according to the laws of such foreign country or place to represent the company and to accept service for and on behalf of the company of any process or suit;

(n) to remunerate any other company, or any society, firm or person for services rendered, or to be rendered, in placing or assisting to place or guaranteeing the placing of any of the shares in the company’s capital or any debentures or other securities of the company, or in or about the organization, formation or promotion of the company or the conduct of its business;

(o) to raise and assist in raising money for, and to aid by way of bonus, loan, promise, endorsement, guarantee or otherwise, any other company with which the company may have business relations or any of whose shares, debentures or other obligations are held by the company and to guarantee the performance or fulfilment of any contracts or obligations of any such company or of any person with whom the company may have business relations, and in particular to guarantee the payment of the principal of and interest on debentures or other securities, mortgages and liabilities of any such company;

(p) to adopt such means of making known the products of the company as may seem expedient, and in particular by advertising in the press, by circulars, by purchase and exhibition of works of art or interest, by publication of books and periodicals and by granting prizes, rewards and donations;

(q) to sell, improve, manage, develop, exchange, lease, dispose of, turn to account or otherwise deal with all or any part of the property and rights of the company;

(r) to issue and allot fully or partly paid up shares of the capital stock of the company in payment or part payment of any real or personal property purchased or otherwise acquired by the company or any services rendered to the company;

(s) to distribute among the shareholders of the company in kind, specie or otherwise, any property or assets of the company including any proceeds of the sale or disposal of any property of the company and in particular any shares, debentures, or other securities of or in any other company belonging to the company, or of which it may have power to dispose, if either such distribution is made for the purpose of enabling the company to surrender its charter under the provisions of this Act, or such distribution, apart from the provisions of this paragraph, would have been lawful if made in cash;

(t) to pay out of the funds of the company all or any of the expenses of or incidental to the formation and organization thereof, or which the company may consider to be preliminary;

(u) to establish agencies and branches;

(v) to invest and deal with the moneys of the company not immediately required in such manner as may from time to time be determined;

(w) to apply for, promote and obtain any statute, ordinance, order, regulation or other authorization or enactment that may seem calculated directly or indirectly to benefit the company; and to oppose any proceedings or application that may seem calculated directly or indirectly to prejudice the company’s interests;

(x) to take or hold mortgages, hypothecs, liens and charges to secure payment of the purchase price, or for any unpaid balance of the purchase price of any part of the company’s property of whatsoever kind sold by the company, or any money due to the company from purchasers and others and to sell or otherwise dispose of said mortgages, hypothecs, liens and charges;

(y) to carry out all or any of the objects of the company and do all or any of the things set out in this subsection as principal, agent, contractor, or otherwise, and either alone or in conjunction with others; and

(z) to do all such other things as are incidental or conducive to the attainment of the objects and the exercise of the powers of the company.

(2) The company shall from the date of its letters patent become and be vested with all property and rights, real and personal, theretofore held for it under any trust created with a view to its incorporation.

(3) Nothing in this section prevents the inclusion in the letters patent or supplementary letters patent of a company of other powers in addition to or in modification of the powers mentioned in subsection (1).

(4) Any of the powers set out in subsection (1) may be withheld or limited by the letters patent or supplementary letters patent of the company.

R.S., 1952, c. 53, s. 14; 1964-65, c. 52, s. 12.

17. (1) A company shall not make any loan to any of its shareholders or directors or give whether directly or indirectly, and whether by means of a loan, guarantee, the provision of security or otherwise, any financial assistance for the purpose of, or in connection with, a purchase made or to be made by any person of any shares in the company.

(2) Nothing in this section shall be taken to prohibit

(a) the lending of money by the company in the ordinary course of its business where the lending of money is part of the ordinary business of the company;

(b) the making by a company of loans to persons, other than directors,bona fide in the employment of the company with a view to enabling or assisting those persons to purchase or erect dwelling-houses for their own occupation; and the company may take, from such employees, mortgages or other securities for the repayment of such loans;

(c) the provision by a company, in accordance with any scheme for the time being in force, of money for the purchase by trustees of fully paid shares in the capital stock of the company, to be held by, or for the benefit of employees of the company, including any director holding a salaried employment or office in the company;

(d) the making by a company of loans to persons, other than directors,bona fide in the employment of the company, with a view to enabling those persons to purchase fully paid shares in the capital stock of the company, to be held by themselves by way of beneficial ownership; or

(e) the making by a private company of a loan to a shareholder or director, with a view to enabling him to purchase shares in the capital stock of the company held by an existing shareholder or by a person entitled thereto by reason of the death or bankruptcy of a shareholder.

(3) The powers under paragraphs (2)(c), (d) and (e) shall be exercised by by-law only.

(4) Where any loan is made by the company in violation of this section, all directors and officers of the company making the loan or assenting thereto, are, until repayment of the loan, jointly and severally liable to the company and to its creditors for the debts of the company then existing or thereafter contracted, but such liability shall be limited to the amount of the loan with interest.

R.S., 1952, c. 53, s. 15.

18. (1) A company may pay a commission to any person in consideration of his subscribing or agreeing to subscribe, whether absolutely or conditionally, for any shares in the capital stock of the company, or procuring or agreeing to procure subscriptions, whether absolute or conditional, for any such shares if

(a) the payment of the commission is authorized by the letters patent or supplementary letters patent,

(b) the commission paid or agreed to be paid does not exceed the amount or rate so authorized, and

(c) the amount or rate per cent of the commission paid or agreed to be paid is disclosed in the prospectus in the case of shares offered to the public for subscription.

(2) Except as provided by subsection (1), no company shall apply any of its shares or capital money either directly or indirectly in payment of any commission, discount, or allowance, to any person in consideration of his subscribing or agreeing to subscribe, whether absolutely or conditionally, for any shares in the capital stock of the company, or procuring or agreeing to procure subscriptions, whether absolute or conditional, for any such shares, whether the shares or money are so applied by being added to the purchase money of any property acquired by the company or to the contract price of any work to be executed for the company, or the money is paid out of the nominal purchase money or contract price, or otherwise.

(3) Nothing in this section affects the power of any company to pay such brokerage as it has heretofore been lawful for a company to pay, and a vendor to, promoter of, or other person who receives payment in money or shares from a company, has, and shall be deemed always to have had, power to apply any part of the money or shares so received in payment of any commission, the payment of which, if made directly by the company, would have been legal under this section.

R.S., 1952, c. 53, s. 16.

19. (1) In this section “holding company” and “subsidiary company” have the meanings assigned those expressions by section 125.

(2) Except as provided in this section, a company shall not hold shares in a company that is its holding company, and any allotment or transfer of shares of a company to its subsidiary company is void.

(3) Subsection (2) does not apply to a subsidiary company holding shares in the capacity of a personal representative unless the holding company or a subsidiary thereof is beneficially interested under the trust and is not beneficially interested only 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.

(4) A subsidiary company that on the 1st day of July 1965 or on the date on which it became a subsidiary held shares of its holding company may continue to hold those shares notwithstanding subsection (2); but subject to subsection (3), the subsidiary company may not vote at meetings of shareholders of the holding company or at meetings of any class of shareholders thereof.

(5) Subject to subsection (3), subsections (2) and (4) apply in relation to a nominee for a company that is a subsidiary as if the references in subsections (2) and (4) to such a company included references to a nominee for it.

1964-65, c. 52, s. 13.

20. (1) Subject to any special rights attaching to shares of any class or classes as set forth in the letters patent or supplementary letters patent, a company may from time to time, when authorized by by-law sanctioned by two-thirds of the votes cast at a special general meeting of shareholders called for the purpose, apply for supplementary letters patent, as provided in such by-law,

(a) extending the objects of the company to such further or other objects for which a company may be incorporated under this Part, or

(b) reducing, limiting, amending or varying the objects or the powers of the company or any of the provisions of the letters patent or supplementary letters patent issued to the company;

but no such extension, reduction, limitation, amendment or variation may have the effect of altering or permitting the alteration of the authorized capital of the company in any manner other than pursuant to the issue of supplementary letters patent under sections 51 to 60 or section 134, as the circumstances of the case may require.

(2) A company may, when authorized by by-law sanctioned by three-fourths of the votes cast at a special general meeting of shareholders called for the purpose, apply for supplementary letters patent converting the company from a private company into a public company, or from a public company into a private company, as the case may be.

(3) An application under subsection (1) or (2) may be made only within six months after the by-law therein mentioned has been sanctioned by the shareholders.

(4) Before such supplementary letters patent are issued, the company shall establish to the satisfaction of the Minister the due passage and sanction of the by-law authorizing the application, and for that purpose the Minister may take any requisite evidence in writing, by oath or affirmation, or by statutory declaration and shall keep a record of any such evidence so taken.

(5) Upon the due sanctioning of a by-law pursuant to subsection (1) or (2), as the case may be, being so established, the Minister may grant supplementary letters patent

(a) extending the objects of the company;

(b) reducing, limiting, amending or varying the objects or the powers of the company or any of the provisions of the letters patent or supplementary letters patent of the company; or

(c) converting the company into a public or private company,

as the case may be, and as provided in such by-law; and notice thereof shall be forthwith given by the Minister in the Canada Gazette and the supplementary letters patent take effect from their date.

R.S., 1952, c. 53, s. 17; 1964-65, c. 52, s. 14.

21. (1) Every contract, agreement, engagement or bargain made, and every bill of exchange drawn, accepted or endorsed, and every promissory note and cheque made, drawn or endorsed on behalf of the company, by any agent, officer or servant of the company within the apparent scope of his authority as such agent, officer or servant, is binding upon the company.

(2) In no case is it necessary to have the seal of the company affixed to any such contract, agreement, engagement, bargain, bill of exchange, promissory note or cheque, or to prove that the same was made, drawn, accepted or endorsed, as the case may be, in pursuance of any by-law or special vote or order.

(3) No person so acting as such agent, officer or servant of the company is thereby subjected individually to any liability whatever to any third person.

R.S., 1952, c. 53, s. 18.

22. Every deed that any person, lawfully empowered in that behalf by the company as its attorney, signs on behalf of the company and seals with his seal is binding on the company and has the same effect as if it were under the seal of the company.

R.S., 1952, c. 53, s. 19.

23. (1) A company if authorized by its by-laws may have for use in any province, not being the province in which the head office of the company is situated, or for use in any territory, district or place outside Canada, an official seal, which shall be a facsimile of the corporate seal, with the addition on its face of the name of the province, territory, district or place where it is to be used.

(2) A company having such an official seal may by writing under its corporate seal authorize any person appointed for the purpose to affix the same to any deed or other document to which the company is party in any capacity in such province, territory, district or place.

(3) The authority of any such agent shall, as between the company and any person dealing with the agent, continue during the period, if any, mentioned in the instrument conferring the authority, or if no period is therein mentioned, then until notice of the revocation or determination of the agent’s authority has been given to the person dealing with him.

(4) The person affixing any such official seal shall, by writing under his hand, on the deed or other document to which the official seal is affixed, certify the date and place of affixing the same, but failure to do so does not invalidate the deed or other document.

(5) A deed or other document to which an official seal is duly affixed binds the company as if it had been sealed with the corporate seal.

R.S., 1952, c. 53, s. 20.

24. (1) The company shall at all times have a head office in the place within Canada where the head office is to be situated in accordance with the letters patent or the provisions of this Part, which head office is the domicile of the company in Canada; and the company may establish such other offices and agencies elsewhere within or outside Canada, as it deems expedient.

(2) The company may, by by-law, change the place where the head office of the company is to be situated.

(3) No by-law for the purpose of changing the place where the head office is to be situated is valid or shall be acted upon until it is sanctioned by at least two-thirds of the votes cast at a special general meeting of the shareholders duly called for considering the by-law.

(4) A copy of the by-law certified under the seal of the company shall be forthwith filed with the Minister and shall be available for inspection at the office thereof during normal business hours.

(5) A notice of the by-law shall be forthwith published in the Canada Gazette.

R.S., 1952, c. 53, s. 21; 1964-65, c. 52, s. 15; 1967-68, c. 9, s. 3.

25. (1) The word “Limited” or the abbreviation “Ltd” shall be the last word of the name of each company, but in either case the company may use, and be legally designated by, “Limited” or “Ltd”, and reference thereto may be made in the same manner.

(2) If the company has a name consisting of a separated or combined French and English form, it may from time to time use, and it may be legally designated by, either the French or English form of its name or both forms.

(3) A company shall

(a) keep its name painted or affixed, in letters easily legible, in a conspicuous position on the outside of every office or place in which the business of the company is carried on;

(b) keep its name engraved in legible characters on its seal and, if the company has a name consisting of a French and English form, whether separated or combined, the company shall show on its seal both the French and English forms of its name or shall have two seals, each of which shall be equally valid, one showing the French and the other the English form of its name; and

(c) have its name, in legible characters, mentioned in all notices, advertisements and other official publications of the company, and in all 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 in all bills of parcels, invoices and receipts of the company.

1964-65, c. 52, s. 16.

26. Every company that does not keep its name painted or affixed in the manner directed by this Part shall incur a penalty of twenty dollars for every day during which such name is not so kept painted or affixed, and every director and manager of the company, who knowingly and wilfully authorizes or permits such default, is liable to the like penalty.

R.S., 1952, c. 53, s. 23.

27. Every director, manager or officer of a company, and every person on its behalf, who

(a) uses or authorizes the use of any seal purporting to be a seal of the company, whereon its name is not engraven in legible characters,

(b) issues or authorizes the issue of any notice, advertisement, or other official publication of such company,

(c) signs or authorizes to be signed on behalf of the company, any bill of exchange, promissory note, endorsement, cheque, order for money or goods, or

(d) issues or authorizes to be issued any bill of parcels, invoice or receipt of the company,

wherein its name is not mentioned in legible characters, is liable to a penalty of two hundred dollars, and is also personally liable to the holder of any such bill of exchange, promissory note, cheque, or order for money or goods, for the amount thereof, unless the same is duly paid by the company.

R.S., 1952, c. 53, s. 24.

28. (1) A company shall not be incorporated

(a) with a name that is the same or similar to the name under which any other company, society, association or firm, in existence, is carrying on business in Canada or is incorporated under the laws of Canada or any province thereof, or that so nearly resembles that name as to be calculated to deceive, except where the existing company, society, association or firm is in the course of being dissolved or of changing its name and signifies its consent in such manner as the Minister requires, or

(b) with a name that is otherwise on public grounds objectionable.

(2) Where a company, through inadvertence or otherwise, is without the consent mentioned in subsection (1) incorporated with a name that is the same or similar to the name under which any other company, society, association or firm in existence has been previously carrying on business in Canada or has been previously incorporated under the laws of Canada or any province thereof, or with a name that so nearly resembles that name as to be calculated to deceive, or that is otherwise on public grounds objectionable, the Minister, after he has given notice to the company of intention so to do, may direct the issue of supplementary letters patent changing the name of the company to some other name, which shall be set forth in the supplementary letters patent.

(3) Notice of the issue of such supplementary letters patent shall be published in the Canada Gazette.

R.S., 1952, c. 53, s. 25.

29. (1) When a company desires to adopt another name it may, subject to confirmation by supplementary letters patent, change its corporate name by by-law sanctioned by at least two-thirds of the votes cast at a special general meeting of shareholders called for the purpose.

(2) The Minister, upon application of the company and upon being satisfied that the change desired is not objectionable, may direct the issue of supplementary letters patent, changing the name of the company to some other name which shall be set forth in the supplementary letters patent.

(3) Notice of the issue of such supplementary letters patent shall be published in the Canada Gazette.

R.S., 1952, c. 53, s. 26.

30. No alteration of name under sections 28 and 29 affects the rights or obligations of the company; and all proceedings may be continued or commenced by or against the company under its new name that might have been continued or commenced by or against the company under its former name.

R.S., 1952, c. 53, s. 27.

31. (1) Where a company does not go into actualbona fide operation within three years after incorporation or for three consecutive years does not use its corporate powers its charter shall be and become forfeited.

(2) In any action or proceeding where such non-user is alleged, proof of user lies upon the company.

(3) The Minister may upon application of any person interested revive any charter so forfeited upon compliance with such conditions as he may prescribes.

R.S., 1952, c. 53, s. 28.

32. (1) The charter of a company may be surrendered if the company proves to the satisfaction of the Minister

(a) that the company has no assets and that, if it had any assets immediately prior to the application for leave to surrender its charter, such assets have been divided rateably among its shareholders or members, and either,

(i) that it has no debts, liabilities or other obligations, or

(ii) that the debts, liabilities or other obligations of the company have been duly provided for or protected or that the creditors of the company or other persons having interests in such debts, liabilities or other obligations consent; and

(b) that the company has given notice of the application for leave to surrender by publishing the same once in the Canada Gazette and once in a newspaper published at or as near as may be to the place where the company has its head office.

(2) Where an application to surrender a charter is made by a company that has not gone intobona fide operation or that has been inoperative for three or more consecutive years, if the circumstances mentioned in paragraph (1)(a) are proved to the satisfaction of the Minister, the Minister shall publish a notice of such application in the Canada Gazette and, unless an objection to the surrender is received by him within one year after such publication of the notice, he may accept the application for the surrender of the charter.

(3) Where the Minister has accepted the surrender of a charter upon due compliance with subsection (1) or subsection (2), as the case may be, the Minister may direct the cancellation of the charter of the company and fix a date upon and from which the company shall be dissolved, and the company is thereby and thereupon dissolved accordingly.

(4) No fee shall be charged in respect of a surrender under this section of the charter of a company described in subsection (2).

1964-65, c. 52, s. 17.

33. Notwithstanding the dissolution of a company under section 32, the shareholders of the company among whom its assets have been divided remain, to the amount received by them respectively upon such division, jointly and severally liable to the creditors of the company; and an action may be brought in any court of competent jurisdiction to enforce such liability, but the action shall be commenced within and not after one year from the date of such dissolution of the company.

R.S., 1952, c. 53, s. 30.

34. A share in the capital stock of a company is personal estate and is transferable in such manner and subject to such conditions and restrictions as are prescribed by this Part, the letters patent or supplementary letters patent, or by-laws of the company.

R.S., 1952, c. 53, s. 31.

35. In the absence of any provisions to the contrary in the letters patent or supplementary letters patent or by-laws of a company, shares in the capital stock of the company, including any shares created by supplementary letters patent increasing the capital stock of the company, may be allotted at such times and in such manner and to such persons or class of persons as the directors may from time to time by resolution determine.

R.S., 1952, c. 53, s. 32.

36. (1) Every shareholder is, without payment, entitled to a certificate signed by the proper officer, in accordance with the company’s by-laws in that behalf, stating the number of shares held by him and the amount paid up thereon, but, in respect of a share or shares held jointly by several persons, the company is not bound to issue more than one certificate, and delivery of a certificate for a share to one of several joint shareholders is sufficient delivery to all.

(2) A company may by by-law provide that the signatures of the officer or officers designated to sign certificates may be engraved, lithographed or otherwise mechanically reproduced upon certificates for shares, and in such event, subject to the provisions of such by-law, certificates so signed shall be deemed to have been manually signed by such officers and are as valid to all intents and purposes as if they had been manually signed.

(3) The certificate is evidence of the title of the shareholder to the shares mentioned in it.

(4) Where a company has more than one class of shares

(a) the preferences, rights, conditions, restrictions, limitations or prohibitions attaching to any class of shares shall be stated in legible characters

(i) on every share certificate representing that class of shares, or

(ii) by a writing permanently attached to the share certificate;

or

(b) there shall be inscribed on each such share certificate, in legible characters, a statement that there are preferences, rights, conditions, restrictions, limitations or prohibitions attached to such class of shares, and that the full text thereof is obtainable on demand, and without fee, from the secretary of the company.

(5) Where a statement referred to in paragraph (4)(b) is inscribed on the share certificate, the secretary of the company shall furnish, without fee, to the shareholder on demand the full text of any preferences, rights, conditions, restrictions, limitations or prohibitions attached to such class of shares.

R.S., 1952, c. 53, s. 33; 1964-65, c. 52, s. 18.

37. (1) A company is not bound to see to the execution of any trust, whether express, implied or constructive, in respect of any share of the company.

(2) The receipt of the shareholder in whose name the share stands in the books of the company is a valid and binding discharge to the company for any dividend or money payable in respect of such share whether notice of such trust has been given to the company or not.

(3) The company is not bound to see to the application of the money paid upon such receipt.

R.S., 1952, c. 53, s. 34.

38. (1) A public company, if so authorized by its letters patent or supplementary letters patent and subject to the provisions respecting share warrants therein contained, may, with respect to any fully paid-up shares, issue under the seal of the company a warrant stating that the bearer of the warrant is entitled to the share or shares therein specified, and may provide by coupons or otherwise, for the payment of the future dividends on the share or shares included in the warrant, hereinafter referred to as a “share warrant”.

(2) A share warrant entitles the bearer thereof to the shares therein specified, and the shares may be transferred by delivery of the warrant.

(3) The bearer of a share warrant is, subject to the provisions and regulations respecting share warrants contained in the letters patent or supplementary letters patent, entitled, on surrendering it for cancellation, to have his name entered on the books of the company as the holder of the shares specified in such share warrant, and the company is responsible for any loss incurred by any person by reason of the company entering on its books the name of the bearer of a share warrant in respect of the shares therein specified without the warrant being surrendered and cancelled.

(4) The bearer of a share warrant may, if the provisions and regulations respecting share warrants so provide, be deemed to be a shareholder of the company either to the full extent or for any purposes defined by such regulations; except that he shall not be qualified in respect of the shares specified in the warrant for being a director of the company.

(5) On the issue of a share warrant the company shall remove from its books the name of the shareholder then entered therein as holding such share or shares as if he had ceased to be a shareholder, and shall enter in such books the following particulars, namely:

(a) the fact of the issue of the warrant;

(b) a statement of the shares included in the warrant; and

(c) the date of the issue of the warrant.

(6) Until the warrant is surrendered, the particulars specified in subsection (5) shall be deemed to be the particulars required by this Act to be entered in the books of the company in respect of such share or shares, and, on the surrender, the date of the surrender shall be entered, as if it were the date at which a person ceased to be a shareholder.

(7) Unless the bearer of a share warrant is entitled to attend and vote at meetings of shareholders, the shares represented by such share warrant shall not be counted as part of the capital stock of the company for the purposes of any meeting of shareholders.

R.S., 1952, c. 53, s. 35; 1964-65, c. 52, s. 19.

39. (1) No transfer of shares, unless made by sale under execution or under the decree, order or judgment of a court of competent jurisdiction, is, until entry thereof has been duly made in the register of transfers or in a branch register of transfers of the company, valid for any purpose whatsoever, save only as exhibiting the rights of the parties thereto toward each other, and if absolute of rendering any transferee jointly and severally liable with the transferor to the company and to its creditors.

(2) Notwithstanding subsection (1), the delivery of any certificate for fully paid shares, with a duly executed transfer endorsed thereon or delivered therewith, constitutes a valid transfer of the shares comprised therein, if such shares are listed on any recognized stock exchange at the time of such delivery, but, until entry of such transfer is duly made in the register of transfers or in a branch register of transfers of the company, the company may treat the person in whose name the shares comprised in the said certificate stand on the books of the company as being solely entitled to receive notice of and vote at meetings of shareholders and to receive any payments in respect of such shares whether by way of dividends or otherwise.

R.S., 1952, c. 53, s. 36.

40. (1) No transfer of shares whereof the whole amount has not been paid in shall be made without the consent of the directors.

(2) Where any such transfer is made, with the consent of the directors, to a person who is not apparently of sufficient means to fully pay up such shares, subject to subsection (3), the directors are jointly and severally liable to the company and its creditors in the same manner and to the same extent as the transferring shareholder, but for such transfer, would have been liable.

(3) Where any director, present when any such transfer is allowed, forthwith, or where any director then absent, within one week after he becomes aware of such transfer, and is able to do so, delivers to the secretary or other officer of the company his written protest against the transfer, and, within eight days thereafter, causes such protest to be notified by registered letter to the Minister, such director shall thereby and not otherwise exonerate himself from such liability.

(4) Where a share upon which a call is unpaid is transferred with the consent of the directors, the transferee is liable for the call to the same extent and with the same liability to forfeiture of the share, as if he had been the holder when the call was made, and the transferor also remains liable for the call until it has been paid.

R.S., 1952, c. 53, s. 37.

41. (1) Subject to this section and section 41.1 and to the power of the company by by-law to prescribe the form of transfer and to regulate the mode of transferring and registering transfers of its shares, the right of a holder of fully paid shares of a public company to transfer the same may not be restricted.

(2) Where the letters patent, supplementary letters patent or by-laws confer that power on the directors, they may decline to permit the registration of a transfer of fully paid shares belonging to a shareholder who is indebted to the company except in the case of shares listed on a recognized stock exchange.

R.S., 1970, c. C-32, s. 41; R.S., 1970, c. 10(1st Supp.), s. 4.

41.1 (1) In this section “constrained-share company” means a public company that is declared by its letters patent or supplementary letters patent to be a constrained-share company.

(2) The letters patent or supplementary letters patent of a public company may declare the company to be a constrained-share company when the company is one in respect of which any class or description of persons may not have a significant or controlling interest, directly or indirectly, in its shares or any class or classes thereof if

(a) the company is to qualify under any other Act of the Parliament of Canada or any regulations thereunder

(i) for any licence or permit to carry on or continue its undertaking or any part thereof in Canada, or

(ii) as a Canadian newspaper or periodical, or

(b) any other company in which the company has a direct or indirect interest through the holding of shares in other corporations is to qualify

(i) under any Act of the Parliament of Canada or any regulation thereunder for any licence or permit to carry on or continue its undertaking or any part thereof in Canada, or

(ii) as a Canadian newspaper or periodical under any Act of the Parliament of Canada.

(3) The letters patent or supplementary letters patent of a public company may declare the company to be a constrained-share company when the company is one that is incorporated with the objects of investing in the shares of other corporations and it has a significant or controlling interest directly or indirectly through the holding of shares in a federally incorporated trust, insurance, loan, small loans or sales finance company.

(4) An application for supplementary letters patent declaring a public company to be a constrained-share company shall not be acted upon unless the application is approved by at least three-fourths of the votes cast at a special general meeting of the shareholders called for the purpose.

(5) Notwithstanding any other provision of this Act, the Special Provisions Applicable to Constrained-share Companies set out in the schedule apply in respect of a constrained-share company.

(6) When a company becomes a constrained-share company, the company shall thereafter disclose that it is a constrained-share company and in what respect it is a constrained-share company in

(a) any share certificates issued by the company,

(b) any offer made to the public of its securities and any prospectus or document of a similar nature issued by the company in respect of its securities,

(c) any proxy form or proxy information circular sent to the shareholders, and

(d) any financial statements of the company sent to the shareholder.

(7) Every person who, being a director, officer, employee or agent of a constrained-share company, knowingly authorizes or permits a violation of any provision of section 2, 3 or subsection 7(1) of the Special Provisions Applicable to Constrained-share Companies set out in the schedule is guilty of an offence and liable on summary conviction to a fine not exceeding five thousand dollars or to imprisonment for a term not exceeding one year or to both.

(8) Every person who knowingly violates any provision of section 5 of the Special Provisions Applicable to Constrained-share Companies set out in the schedule is guilty of an offence and liable on summary conviction to a fine not exceeding five thousand dollars or to imprisonment for a term not exceeding one year or to both.

(9) A company that contravenes subsection (6) of this section is guilty of an offence and liable on summary conviction to a fine not exceeding five thousand dollars.

R.S., 1970, c. 10(1st Supp.), s. 4.

42. (1) Where a transmission of shares or other securities of a company takes place by virtue of any testamentary act or instrument, or in consequence of an intestacy, and the probate of the will or letters of administration or document testamentary, or other judicial or official instrument under which the title, whether beneficial or as trustee, or the administration or control of the personal estate of the deceased is claimed to vest, purports to be granted by any court or authority in Canada, or in any other part of the Commonwealth and Dependent Territories, or in any foreign country, the probate of the said will or the said letters of administration or the said document testamentary or, in the case of a transmission by notarial will in the Province of Quebec, a copy thereof duly certified in accordance with the laws of the said Province, or the said other judicial or official instrument, or an exemplified copy thereof or extract therefrom under the seal of such court or other authority, without any proof of the authenticity of such seal or other proof whatever, shall be produced; and a copy thereof, together with a declaration in writing showing the nature of such transmission, signed and executed by such one or more of the persons claiming by virtue thereof as the company may require, or, if any such person is any other company, signed and executed by an officer of such other company, shall be deposited with an officer of the company or other person authorized by the directors of the company to receive the same.

(2) Such production and deposit insufficient justification and authority to the directors for paying the amount or value of any dividend, coupon, bond, debenture or obligation or share, or transferring, or consenting to the transfer of any bond, debenture or obligation or share, in pursuance of, and in conformity with such probate, letters of administration or other such document.

R.S., 1952, c. 53, s. 39.

43. A transfer of the shares or other interest of a deceased shareholder, made by his personal representative, is, notwithstanding that the personal representative is not himself a shareholder, of the same validity as if he had been a shareholder at the time of his execution of the instrument of transfer.

R.S., 1952, c. 53, s. 40.

44. (1) The directors may by resolution call in and demand from the shareholders the whole or any part of the amount unpaid on shares by them subscribed or held, at such times and places and in such payments or instalments as the letters patent, supplementary letters patent, this Part, the by-laws or the terms of issue of such shares require or allow.

(2) A call shall be deemed to have been made at the time when the resolution of the directors making such call was passed.

(3) The demand shall state that in the event of non-payment the shares in respect of which the call was made will be liable to be forfeited.

(4) Where a shareholder fails to pay any call due by him, on or before the day appointed for the payment thereof, he is liable to pay interest on the same at the rate of six per cent per annum from the day appointed for payment to the time of actual payment thereof.

R.S., 1952, c. 53, s. 41.

45. (1) The directors may, if they think fit, receive from any shareholder, willing to pay in advance, all or any part of the moneys uncalled and unpaid upon any shares held by him.

(2) Upon all or any of the moneys so paid in advance the company may, until the moneys would, but for such payment in advance, become presently payable, pay interest at such rate not exceeding eight per cent per annum, as is agreed upon between the shareholder who pays such moneys in advance and the company.

R.S., 1952, c. 53, s. 42.

46. (1) Where, after such demand or notice as is prescribed by the letters patent, supplementary letters patent or by resolution of the directors, or by the by-laws of the company, any call made upon any share is not paid within such time as by such letters patent, supplementary letters patent or by resolution of the directors or by the by-laws is limited in that behalf, the directors, in their discretion, by resolution to that effect duly recorded in their minutes, may summarily declare forfeited any shares whereon such call is not paid.

(2) The shares so declared forfeited thereupon become the property of the company, and, subject to any provisions of the by-laws of the company, may be sold or otherwise disposed of in such manner as the directors think fit.

(3) Notwithstanding the forfeiture, the holder of the shares at the time of forfeiture continues liable to the company and to its creditors for the full amount unpaid on such shares at the time of forfeiture, less any sums that are subsequently received by the company in respect thereof.

R.S., 1952, c. 53, s. 43.

47. The directors may, if they see fit, instead of declaring forfeited any share or shares, enforce payment of all calls, and interest thereon, by action in any court of competent jurisdiction.

R.S., 1952, c. 53, s. 44.