134. (1) Where a compromise or arrangement is proposed between a company and its shareholders or any class of them affecting the rights of shareholders or any class of them, under the company’s letters patent or supplementary letters patent or by-laws, the chief justice or acting chief justice of the court, or a judge of the said court designated by either of them, of the province in which the head office of the company is situated may, on application in a summary way of the company or of any shareholder, order a meeting of the shareholders of the company or of any class of shareholders, as the case may be, to be summoned in such manner as the said judge directs.

(2) Where the shareholders or class of shareholders, as the case may be, present in person or by proxy at the meeting, by three-fourths of the shares of each class represented and voted agree to the compromise or arrangement either as proposed or as altered or modified at such meeting, called for the purpose, such compromise or arrangement may be sanctioned by the said judge, and if so sanctioned such compromise or arrangement and any reduction or increase of share capital and any provisions for the allotment or disposition thereof by sale or otherwise as therein set forth, may be confirmed by supplementary letters patent, which are binding on the company, and the shareholders or class of shareholders, as the case may be.

(3) Where, at a meeting called as hereinbefore provided, dissentient votes are cast by shareholders of one or more classes affected, and where, notwithstanding such dissentient votes, the compromise or arrangement is agreed to by the shareholders or each class of shareholders represented as aforesaid, the company shall, unless the said judge in his discretion otherwise orders, notify each dissentient shareholder in such manner as may be prescribed by the said judge of the time and place when application will be made to the judge for the sanction of the compromise or arrangement.

(4) The expression “arrangement” as used in this section and section 135 shall be construed as extending to any reorganization of the share capital of the company including without limiting the foregoing the consolidation of shares of different classes, the division of shares into shares of different classes, the conversion of shares into shares of another class or classes and the modification of the provisions attaching to shares of any class or classes and as including an amalgamation or reconstruction as hereinafter defined; the expression “amalgamation or reconstruction” means an arrangement pursuant to which a company (in this subsection called “the transferor company”) transfers or sells or proposes to transfer or sell to any other company (in this subsection called “the transferee company”), the whole or a substantial part of the business and assets of the transferor company for a consideration consisting in whole or in part of shares, debentures or other securities of the transferee company and, either, any part of such consideration is proposed to be distributed among shareholders of the transferor company of any class, or, the transferor company proposes to cease carrying on the business or part of its business so sold or transferred or proposed to be sold and transferred.

R.S., 1952, c. 53, s. 126.

135. (1) Where a compromise or arrangement is proposed between a company that is subject to any pending proceedings under the Winding-up Act or the Companies’ Creditors Arrangement Act, and its creditors or any class of them or its shareholders or any class of them, affecting or cancelling conditionally or otherwise, the rights of shareholders or any class of them under the company’s letters patent or supplementary letters patent, or by-laws, the court having jurisdiction in such pending proceedings as aforesaid may on application in a summary way of the company or any shareholder or liquidator, order a meeting of the shareholders or class of shareholders to be summoned in such manner as the court directs.

(2) Where the shareholders or class of shareholders, as the case may be, present in person or by proxy at the meeting by three-fourths of the shares of each class represented and voted agree to the compromise or arrangement, either as proposed or as altered or modified at such meeting, and the requisite majority of the creditors or class of creditors under any relative provisions of the Winding-up Act or the Companies’ Creditors Arrangement Act, also agree to such compromise or arrangement, the court having jurisdiction in such pending proceedings as aforesaid may sanction such compromise or arrangement, and if so sanctioned by the court, a certified copy of such compromise or arrangement as so sanctioned and of the order or judgment of the court sanctioning the same shall be deposited in the office of the Minister, and such compromise or arrangement and any reduction or cancellation of share capital and any increase or creation of new share capital and any provisions for the allotment or disposition thereof by sale or otherwise as therein set forth, may be confirmed by supplementary letters patent, which are binding upon the company and upon all the creditors or class of creditors and shareholders or class of shareholders, and on any liquidator or contributories concerned.

(3) Where a compromise or arrangement proposed between a company that is subject to any pending proceedings under the Bankruptcy Act, and its creditors or any class of them or its shareholders or any class of them, affecting or cancelling conditionally or otherwise the rights of shareholders or any class of them under the company’s letters patent or supplementary letters patent or by-laws, has been approved by the court having jurisdiction in such pending proceedings under the Bankruptcy Act, a certified copy of such compromise or arrangement as so approved and of the order or judgment of the court approving the same shall be deposited in the office of the Minister, and such compromise or arrangement and any reduction or cancellation of share capital and any increase or creation of new share capital and any provisions for the allotment or disposition thereof by sale or otherwise as therein set forth may be confirmed by supplementary letters patent, which are binding upon the company and upon all the creditors or class of creditors and shareholders or class of shareholders and on any custodian or trustee concerned.

R.S., 1952, c. 53, s. 127.

135.1 In this section and in sections 135.2 to 135.93,

“directors’ circular” means the circular prescribed by section 135.7;

“exempt offer” means

(a) an offer to purchase shares by way of private agreement with individual shareholders and not made to shareholders generally,

(b) an offer to purchase shares to be effected through the facilities of a recognized stock exchange or in the over-the-counter market,

(c) an offer to purchase shares in a private company or in a public company that has fewer than fifteen shareholders, two or more persons who are joint registered owners of one or more shares being counted as one shareholder, or

(d) an offer exempted under section 135.91;

“offeree” means a person to whom a take-over bid is made;

“offeree company” means a company whose shares are the subject of a take-over bid;

“offeror” means a person, other than an agent, who makes a take-over bid, and includes two or more persons,

(a) whose take-over bids are made jointly or in concert, or

(b) who intend to exercise jointly or in concert any voting rights attaching to the shares for which a take-over bid is made;

“offeror’s presently-owned shares” means equity shares of an offeree company beneficially owned, directly or indirectly, by the offeror or an associate, within the meaning of section 100, of the offeror on the date of a take-over bid;

“take-over bid” means an offer, or offers, (other than an exempt offer) directly or indirectly, made at approximately the same time to shareholders to purchase such number of equity shares of a company as, together with the offeror’s presently-owned shares, will in the aggregate exceed ten per cent of the outstanding equity shares of the company.

R.S., 1970, c. 10(1st Supp.), s. 24.

135.2 The following rules apply to every take-over bid:

(a) the period of time within which shares may be deposited pursuant to a take-over bid must not be less than twenty-one days from the date thereof;

(b) any shares deposited pursuant to a take-over bid must not be taken up and paid for by the offeror until the expiration of ten days from its date;

(c) any shares deposited pursuant to a take-over bid may be withdrawn by or on behalf of an offeree at any time until the expiration of ten days from its date;

(d) where a take-over bid is made for less than all the equity shares of a class owned by offerees, shares deposited pursuant thereto must not be taken up and paid for by an offeror until the expiration of twenty-one days from its date;

(e) where a take-over bid is made for less than all the equity shares of a class owned by offerees, the period of time within which shares may be deposited pursuant to the take-over bid, or any extension thereof, must not exceed thirty-five days from the date of the take-over bid;

(f) where a take-over bid is made for less than all the equity shares of a class owned by offerees, shares deposited pursuant to the take-over bid must be taken up and paid for, if all the terms and conditions thereof stipulated by the offeror and not subsequently waived by him have been complied with, within fourteen days after the last day within which shares may be deposited pursuant thereto; and

(g) where a take-over bid is made for less than all the equity shares of a class owned by offerees and where a greater number of shares is deposited pursuant thereto than the offeror is bound or willing to take up and pay for, the shares taken up by the offeror must be taken up as nearly as may be pro rata, disregarding fractions, according to the number of shares deposited by each offeree.

R.S., 1970, c. 10(1st Supp.), s. 24.

135.3 (1) A take-over bid shall be sent by prepaid mail to each of the directors and to all the shareholders of the offeree company resident in Canada and shall be conclusively deemed to have been dated as of the date on which it was so sent; and a copy of the take-over bid and all supporting or supplementary material, if any, shall forthwith be sent to the Department of Consumer and Corporate Affairs.

(2) For the purposes of this section, a shareholder of an offeree company is resident in Canada if an address within Canada is shown opposite the name of the shareholder in a book required by section 109 to be kept by the company.

R.S., 1970, c. 10(1st Supp.), s. 24.

135.4 (1) Where the terms of a take-over bid are varied before the expiration thereof by increasing the consideration offered for the equity shares of an offeree company, the offeror shall pay such increased consideration to each offeree whose shares are taken up and paid for pursuant to the take-over bid whether or not such shares have been taken up by the offeror before the variation of the take-over bid.

(2) Where a take-over bid for all the equity shares of a class owned by offerees is converted, by amendment or otherwise, to a bid for less than all the equity shares of a class owned by offerees, the take-over bid shall be conclusively deemed to be for lees than all the equity shares of a class owned by offerees.

R.S., 1970, c. 10(1st Supp.), s. 24.

135.5 Where a take-over bid provides that the consideration for the shares deposited pursuant thereto is to be paid in cash or partly in cash, the offeror shall make adequate arrangements to ensure that the required funds are available to effect payment in full for all shares owned by offerees that the offeror has offered to purchase pursuant to the take-over bid.

R.S., 1970, c. 10(1st Supp.), s. 24.

135.6 (1) A take-over bid circular shall form part of or accompany a take-over bid.

(2) Every take-over bid circular shall contain such information as may be prescribed by the regulations.

(3) Where a take-over bid provides that the consideration for the shares of the offeree company is to be, in whole or in part, securities of any other company, the take-over bid circular shall contain the additional information pre-scribed by section 135.92.

R.S., 1970, c. 10(1st Supp.), s. 24.

135.7 (1) Where the board of directors of an offeree company recommends to offerees acceptance or rejection of a take-over bid made to such offerees, the directors shall send or cause to be sent to each offeree a directors’ circular, which shall contain such information as may be prescribed by the regulations.

(2) A directors’ circular shall form part of or accompany the communication of the directors and shall be sent to each of the directors and to all shareholders of the offeree company resident in Canada, by prepaid mail at their latest address as shown on the books of the company; and a copy of the directors’ circular and all supporting or supplementary material, if any, shall forthwith be sent to the Department of Consumer and Corporate Affairs.

R.S., 1970, c. 10(1st Supp.), s. 24.

135.8 No report, opinion or statement of a solicitor, auditor, accountant, engineer, appraiser or any other person whose profession lends credibility to a statement made by him shall form part of or accompany a take-over bid or a directors’ circular unless such person has consented in writing to the use of the report, opinion or statement.

R.S., 1970, c. 10(1st Supp.), s. 24.

135.9 (1) Where a take-over bid is made by or on behalf of any other company, the contents of the take-over bid circular shall be approved and the delivery thereof authorized by the directors of the company.

(2) The contents of a directors’ circular shall be approved and the delivery thereof authorized by the directors of the offeree company.

R.S., 1970, c. 10(1st Supp.), s. 24.

135.91 (1) Any person may at any time apply to the chief justice or acting chief justice of the court of the province in which the head office of the offeree company is situated, or a judge of such court designated by either of them, for an order declaring a take-over bid to be or to have been an exempt offer, and the judge may, upon such terms and conditions as he may impose, order the proposed offer to be or to have been exempt, if in the opinion of the judge the exemption would not be oppressive to any shareholder or class of shareholder of the company.

(2) The applicant shall give the Minister ten days notice of the hearing of any application under subsection (1), and the Minister is entitled to appear by counsel and to be heard thereon.

(3) Any interested person may appeal to the appellate court of the province in which the head office of the company is situated from any order made under subsection (1).

(4) The Minister shall cause to be set out in the periodical mentioned in section 100.2 every application for exemption under this section and its disposition.

R.S., 1970, c. 10(1st Supp.), s. 24.

135.92 A take-over bid circular required by subsection 135.6(3) shall contain

(a) the information prescribed by section 79, modified as the circumstances require, or prescribed by the prospectus provisions incorporated or set out in the take-over bid provisions of such province or foreign country in which a take-over bid circular or a document of a similar nature is required for the take-over bid presently being made as may be prescribed by the regulations; and

(b) the particulars of any information known to the offeror that indicates any material change in the financial position or prospects of the company whose securities are offered in exchange for the shares of the offeree company since the date of the latest, published interim or annual financial statement of such company.

R.S., 1970, c. 10(1st Supp.), s. 24.

135.93 (1) An offeror who

(a) makes a take-over bid that fails to comply with section 135.2 or 135.3;

(b) in the course of effecting a take-over bid, fails to comply with section 135.4 or 135.5, where applicable;

(c) in the course of effecting a take-over bid, fails to cause a take-over bid circular to form part of or accompany the take-over bid as required by subsection 135.6 (1);

(d) in the course of effecting a take-over bid, mails a take-over bid circular that does not contain the information, statements or consents prescribed by regulation or contains any information that, at the time and in the light of the circumstances under which it is made, is false or misleading with respect to any material fact or that omits to state any material fact, the omission of which makes the statements contained therein false or misleading; or

(e) in the course of effecting a take-over bid, mails a take-over bid circular to which subsection 135.6(3) applies that does not contain the information, statements, consents and reports prescribed by section 135.92 or contains any information that, at the time and in the light of the circumstances under which it is made, is false or misleading with respect to any material fact or that omits to state any material fact, the omission of which makes the statements contained therein false or misleading;

is guilty of an offence and is 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, and every person who knowingly authorizes, permits or acquiesces in any such act or failure is also guilty of an offence and is liable on summary conviction to a like penalty.

(2) Every director of an offeree company who knowingly authorizes, permits or acquiesces in recommending to the shareholders of the offeree company acceptance or rejection of a take-over bid without complying with section 135.7 is guilty of an offence and is liable on summary conviction to a fine not exceeding one thousand dollars or to imprisonment for a term not exceeding six months or to both.

(3) Every director of an offeree company who authorizes, permits or acquiesces in the mailing of a directors’ circular that does not contain the information, statements, consents and reports prescribed by regulation or contains any information that, at the time and in the light of the circumstances under which it is made, is false or misleading with respect to any material fact or that omits to state any material fact, the omission of which makes the statement contained therein false or misleading, is guilty of an offence and is liable on summary conviction to a fine not exceeding one thousand dollars or to imprisonment for a term not exceeding six months or to both.

(4) No person is guilty of an offence under paragraph (1)(d) or (e) or under subsection (3) in respect of any untrue statement of a material fact or omission to state a material fact in a takeover bid circular or directors’ circular, as the case may be, if the untruth of such statement or the fact of such omission was not known to the person who authorized, permitted or acquiesced in the mailing of the take-over bid circular or the directors’ circular, as the case may be, and in the exercise of reasonable diligence could not have been known to such person.

R.S., 1970, c. 10(1st Supp.), s. 24.

136. (1) Where any contract involving the transfer of shares or any class of shares in a company (in this section referred to as “the transferor company”) to any other company (in this section referred to as “the transferee company”) has, within four months after the making of the offer in that behalf by the transferee company, been approved by the holders of not less than nine-tenths of the shares affected, or not less than nine-tenths of each class of shares affected, if more than one class of shares is affected, the transferee company may, at any time within two months after the expiration of the said four months, give notice, in such manner as may be prescribed by the court in the province in which the head office of the transferor company is situated, to any dissenting shareholder that it desires to acquire his shares, and where such notice is given the transferee company is, unless on an application made by the dissenting shareholder within one month from the date on which the notice was given the court thinks fit to order otherwise, entitled and bound to acquire those shares on the terms on which, under the contract, the shares of the approving shareholders are to be transferred to the transferee company.

(2) Where a notice has been so given and the court has not ordered to the contrary, the transferee company shall, on the expiration of one month from the date on which the notice was given, or, if an application to the court by the dissenting shareholder is then pending, after the application has been disposed of, transmit a copy of the notice to the transferor company and pay or transfer to the transferor company the amount or other consideration representing the price payable by the transferee company for the shares that by virtue of this section it is entitled to acquire, and the transferor company shall thereupon register the transferee company as the holder of those shares.

(3) Any sums so received by the transferor company shall be paid into a separate bank account in a chartered bank in Canada and such sums and any other consideration so received shall be held by the transferor company in trust for the several persons entitled to the shares in respect of which the said sums or other consideration were respectively received.

(4) In this section

“contract” includes an offer of exchange and any plan or arrangement, whether contained in or evidenced by one or more documents, whereby or pursuant to which the transferee company has become or may become entitled or bound absolutely or conditionally to acquire all the shares in the transferor company of any one or more classes of shareholders who accept or have accepted the offer or who assent to or have assented to the plan or arrangement;

“dissenting shareholder” includes a shareholder who has not accepted the offer or assented to the plan or arrangement and any shareholder who has failed or refused to transfer his shares to the transferee company in accordance with the contract.

R.S., 1952, c. 53, s. 128.

137. (1) Any two or more companies to which this Part applies may amalgamate and continue as one company.

(2) Companies proposing to amalgamate may enter into an agreement for the amalgamation prescribing its terms and conditions and the mode of carrying the amalgamation into effect.

(3) The amalgamation agreement shall further set out

(a) the name of the amalgamated company;

(b) the objects of the amalgamated company;

(c) the amount of its authorized capital, the division thereof into shares and the rights, restrictions, conditions or limitations attaching to any class of shares;

(d) the place within Canada at which the head office of the amalgamated company is to be situated;

(e) the names, callings and postal addresses of the first directors thereof;

(f) when the subsequent directors are to be elected;

(g) whether or not the by-laws of the amalgamated company are to be those of one of the amalgamating companies and, if not, a copy of the proposed by-laws; and

(h) such other details as may be necessary to perfect the amalgamation and to provide for the subsequent management and working of the amalgamated company and the manner of converting the authorized and issued capital of each of the companies into that of the amalgamated company as determined pursuant to paragraph (c) above.

(4) The amalgamation agreement shall be submitted to the shareholders of each class of shares of each of the amalgamating companies at general meetings thereof called for the purpose of considering the agreement, and, if three-fourths of the votes of each class of shares cast at each meeting are in favour of the amalgamation agreement, the secretary of each of the amalgamating companies shall certify that fact upon the agreement under the corporate seal thereof; and thereafter the agreement shall be deemed to have been adopted by each of the amalgamating companies unless the amalgamation agreement is annulled in accordance with the procedure prescribed in this section.

(5) Any shareholders holding at least ten per cent of the shares of any class of shares in an amalgamating company and whose dissent was recorded at a meeting of any class of shareholders called to consider the amalgamation agreement may, within seven days of the final vote on the amalgamation agreement, apply to the chief justice or acting chief justice of the court of the province in which the head office of the company is situated, or to a judge of the court designated by either of them for an order annulling the amalgamation agreement.

(6) The judge to whom an application under subsection (5) is made shall fix a time and place for consideration of the application, which time shall be within fifteen days of the making of such application; and notice thereof shall be given to each of the amalgamating companies, and to the Minister, in such manner as the judge may direct.

(7) The judge considering the application shall hear and determine the matter raised in the application and shall make an order annulling the amalgamation agreement or dismissing the application, and the order of the judge is final and not subject to appeal.

(8) Where an order is made under subsection (7) annulling an amalgamation agreement, the amalgamation agreement is thereby annulled.

(9) Where a reduction of capital may result from an amalgamation agreement, sections 53 to 59 apply, mutatis mutandis, as if the amalgamation agreement represented an application for supplementary letters patent confirming a by-law reducing the capital stock of the company.

(10) The amalgamating companies shall, within six months of the date of the final vote on the amalgamation agreement, jointly file with the Minister the amalgamation agreement together with a certificate from the secretary of each of the amalgamating companies establishing the percentage of those who voted in favour of the agreement and the percentage of dissentient shareholders, in respect of each class of shares.

(11) Not less than eight days following the final vote on the amalgamation agreement and upon receipt of evidence that no application was made under this section for the annulment of the amalgamation agreement or that, if such an application was made, it was dismissed, the Minister may issue letters patent confirming the agreement; but the requirement of eight days delay may be dispensed with if the amalgamation agreement has received the approval of more than ninety per cent of the votes of each class of shares cast at each meeting of the amalgamating companies.

(12) Notice of the granting of letters patent pursuant to subsection (11) shall forthwith be given by the Minister in the Canada Gazette.

(13) Upon the issue of letters patent pursuant to subsection (11), the amalgamation agreement has full force and effect and

(a) the amalgamating companies are amalgamated and are continued as one company (in this section called the “amalgamated company”) under the name and having the authorized capital and objects specified in the amalgamation agreement; and

(b) the amalgamated company possesses all the property, rights, assets, privileges and franchises, and is subject to all the contracts, liabilities, debts and obligations of each of the amalgamating companies.

(14) All rights of creditors against the property, rights, assets, privileges and franchises of a company amalgamated under this section and all liens upon is property, rights, assets, privileges and franchises are unimpaired by the amalgamation, and all debts, contracts, liabilities and duties of the company thenceforth attach to the amalgamated company and may be enforced against it.

1964-65, c. 52, s. 41; 1967-68, c. 9, s. 8.

138. (1) All books required by this Part to be kept by the company are, in any action, suit or proceeding against the company or against any shareholder, evidence of all facts purporting to be thereby stated.

(2) Nothing in this section limits the meaning or effect of section 112.

R.S., 1952, c. 53, s. 129.

139. Proof that any letter properly addressed containing any notice or other document permitted by this Part to be served by post was properly addressed and was put into a post office with postage prepaid, and of the time when it was so put in, and of the time requisite for its delivery in the ordinary course of post, is sufficient evidence of the fact and time of service.

R.S., 1952, c. 53, s. 130.

140. A copy of any by-law of the company under its seal and purporting to be signed by any officer of the company shall, as against any shareholder of the company, be received in evidence asprima facie proof of such by-law in all courts in Canada.

R.S., 1952, c. 53, s. 131.

141. In any action or other legal proceeding, the notice in the Canada Gazette of the issue of letters patent or supplementary letters patent under this Part isprima facie proof of all things therein contained, and on production of such letters patent or supplementary letters patent or of any exemplification or copy thereof certified by the Registrar General of Canada, the fact of such notice and publication shall be presumed.

R.S., 1952, c. 53, s. 132.

142. Except in any proceeding by scire facias or otherwise for the purpose of rescinding or annulling letters patent or supplementary letters patent issued under this Part, such letters patent or supplementary letters patent, or any exemplification or copy thereof certified by the Registrar General of Canada, are conclusive proof of every matter and thing therein set forth.

R.S., 1952, c. 53, s. 133.

143. Proof of any matter that is necessary to be made under this Part may be made by oath or affirmation or by statutory declaration before any justice of the peace, or any commissioner for taking affidavits, to be used in any of the courts in any of the provinces of Canada, or any notary public, each of whom is hereby authorized and empowered to administer oaths and receive affidavits and declarations for that purpose.

R.S., 1952, c. 53, s. 134.

144. Any summons, notice, order, document or proceeding requiring authentication by the company may be signed by any director, manager or other authorized officer of the company, and need not be under the seal of the company.

R.S., 1952, c. 53, s. 135.

145. In the absence of any other provision in this Part or in the by-laws, notices to be served by the company upon its shareholders may be served either personally or by sending them through the post, by registered mail, addressed to the shareholders at their places of abode as they appear on the books of the company.

R.S., 1952, c. 53, s. 136.

146. A notice or other document served by post by the company on a shareholder shall be deemed to be served at the time when the registered letter containing it would be delivered in the ordinary course of post.

R.S., 1952, c. 53, s. 137.

147. Any description of action may be prosecuted and maintained between the company and any shareholder thereof.

R.S., 1952, c. 53, s. 138.

148. In any action or other legal proceeding, it shall not be requisite to set forth the mode of incorporation of the company, otherwise than by mention of it under its corporate name as incorporated by virtue of letters patent, or of letters patent and supplementary letters patent, as the case may be.

R.S., 1952, c. 53, s. 139.

149. Every one who, being a director, manager or officer of a company, or acting on its behalf, commits any act contrary to the provisions of this Part, or fails or neglects to comply with any such provision, is, if no penalty for such act, failure or neglect is expressly provided by this Part, liable, on summary conviction, to a fine of not more than one thousand dollars, or to imprisonment for not more than one year, or to both, but no proceeding shall be taken under this section without the consent in writing of the Minister.

R.S., 1952, c. 53, s. 140.

150. (1) Notwithstanding any other provisions in this Act where a company

(a) fails for two or more consecutive years to hold an annual meeting of its shareholders,

(b) fails to comply with the requirements of section 128, or

(c) defaults in complying for six months or more with any requirement of section 133,

the company is liable to be wound up and dissolved under the Winding-up Act upon the application of the Attorney General of Canada to a court of competent jurisdiction for an order that the company be wound up under that Act, which application may be made upon receipt by the Attorney General of Canada of a certificate of the Minister setting forth his opinion that any of the circumstances described in paragraphs (a) to (c) apply to that company.

(2) In any application to the court under subsection (1), the court shall determine whether the costs of the winding-up shall be borne by the company or personally by any or all of the directors of the company who were knowingly responsible for the company’s failure or default as described in subsection (1).

R.S., 1970, c. C-32, s. 150; R.S., 1970, c. 10(1st Supp.), s. 25.

151. (1) The Governor in Council may establish, alter and regulate the tariff of fees to be paid on application for any letters patent or supplementary letters patent under this Part, on filing any document, on any certificate issued under this Act, on making any return under this Act and on the making of any search of the files of the Department respecting a company.

(2) The amount of any fee may be varied according to the nature of the company, the amount of the capital stock of the company, or other particulars, as the Governor in Council deems fit.

(3) No steps shall be taken in the Department toward the issue of any letters patent or supplementary letters patent under this Part, and no by-law, return, prospectus or other document may be filed or deposited in the Department and no certificate may issue therefrom under this Part, until after all fees therefor are duly paid.

R.S., 1952, c. 53, s. 141; 1967-68, c. 9, s. 9.

152. The Governor in Council may, from time to time, prescribe forms and make, vary or repeal regulations for carrying out the purposes of this Part.

R.S., 1952, c. 53, s. 142.

153. This Part applies to all corporations incorporated under it and to all corporations incorporated under section 7A of the Companies Act Amending Act, 1917, or to which supplementary letters patent have been issued under subsection (5) of that section and all corporations incorporated under section 8 of the Companies Act, chapter 27 of the Revised Statutes of Canada, 1927, or to which supplementary letters patent have been issued under subsection (5) of that section of that Act.

R.S., 1952, c. 53, s. 143.

154. (1) The Minister may by letters patent under his seal of office grant a charter to any number of persons, not being fewer than three, who apply therefor, constituting the applicants and any other persons who thereafter become members of the corporation thereby created, a body corporate and politic, without share capital, for the purpose of carrying on, without pecuniary gain to its members, objects, to which the legislative authority of the Parliament of Canada extends, of a national, patriotic, religious, philanthropic, charitable, scientific, artistic, social, professional or sporting character, or the like objects.

(2) Nothing in this Part shall be construed to authorize the corporation to issue any note payable to the bearer thereof or any promissory note intended to be circulated as money or as the note of a bank, or to engage in the business of banking or insurance.

R.S., 1952, c. 53, s. 144; 1964-65, c. 52, s. 43; 1966-67, c. 66, s. 1.

155. (1) The applicants for such letters patent, who shall be of the full age of eighteen years and have power under law to contract, shall file in the Department an application signed by each of the applicants and setting forth the following particulars:

(a) the proposed name of the corporation;

(b) the purposes for which its incorporation is sought;

(c) the place within Canada where the head office of the corporation is to be situated;

(d) the names in full and the address and calling of each of the applicants; and

(e) the names of the applicants, not less than three, who are to be the first directors of the corporation.

(2) The application shall be accompanied by the by-laws, in duplicate, of the proposed corporation, which by-laws shall include provisions upon the following matters:

(a) conditions of membership, including societies or companies becoming members of the corporation;

(b) mode of holding meetings, provision for quorum, rights of voting and of enacting by-laws;

(c) mode of repealing or amending by-laws with special provision that the repeal or amendment of by-laws not embodied in the letters patent shall not be enforced or acted upon until the approval of the Minister has been obtained;

(d) appointment and removal of directors, trustees, committees and officers, and their respective powers and remuneration;

(e) audit of accounts and appointment of auditors;

(f) whether or how members may withdraw from the corporation; and

(g) custody of the corporate seal and certifying of documents issued by the corporation.

(3) The applicants may ask to have embodied in the letters patent any provision which could under this Part be contained in any by-law of the corporation.

R.S., 1970, c. C-32, s. 155; 1985, c. 26, s. 87.

156. Any existing corporation without share capital created by or under any Act of the Parliament of Canada, for any of the purposes or objects set forth in section 154, may apply for the issue of letters patent creating it a corporation under this Part, and upon the issue of such letters patent the provisions of this Part and those provisions of Part I, enumerated in section 157, apply to the corporation created thereby.

R.S., 1952, c. 53, s. 146.

157. (1) The following provisions of Part I apply to corporations to which this Part applies, namely:

(a) sections 3 and 4, section 5.6, section 6, sections 9 to 12 and section 15;

(b) section 16 (except paragraph (1)(r) thereof) and subsections 20(1), (3), (4) and (5);

(c) sections 21 to 24, subsection 25(2), paragraph 25(3)(b), sections 27 to 33, section 43, sections 65 to 73, sections 93, 98, 99, 102 and 106;

(d) paragraphs 109(1)(a) to (d); and

(e) sections 111.1, 112 to 117, sections 130 to 133 and sections 138 to 152.

(2) [Repealed, R.S., 1970, c. 10(1st Supp.), s. 26]

(3) In construing the sections of Part I made applicable to corporations under this Part,

“shareholder” means a member of such corporation;

“the company” or “a company” means a corporation to which this Part applies.

R.S., 1970, c. C-32, s. 157; R.S., 1970, c. 10(1st Supp.), s. 26.

*157.1 (1) Sections 222 to 227 [229 to 234], 229 to 233 [236 to 240] and 235 [242] of the Canada Business Corporations Act apply, with such modifications as the circumstances require, in respect of corporations to which this Part applies.

(2) In construing the sections of the Canada Business Corporations Act made applicable to corporations under this Part, “security holder”, or “registered holder or beneficial owner” in relation to a security, means a member of a corporation to which this Part applies.

(3) A Director or Deputy Director appointed under section 253 [260] of the Canada Business Corporations Act may, for the purpose of giving effect to this section with respect to the application of sections 222 to 227 [229 to 234], 229 to 233 [236 to 240] and 235 [242] of that Act, exercise the powers and perform the functions and duties of the Director under those sections.

* [Note: The Canada Business Corporations Act was renumbered by the 1985 statute revision. By virtue of section 5 of the Revised Statutes of Canada, 1985 Act, the references to that Act in this section are deemed to be references to the sections set out in brackets. The references will be formally changed in a future amendment.]

1986, c. 26, s. 54.

158. Sections 102, 133 and 150 apply to any corporation without share capital incorporated by Special Act of the Parliament of Canada for the purpose of carrying on, without pecuniary gain to its members, objects, to which the legislative authority of the Parliament of Canada extends, of a national, patriotic, religious, philanthropic, charitable, scientific, artistic, social, professional or sporting character, or the like objects.

1964-65, c. 52, s. 46; 1966-67, c. 66, s. 3.

159. (1) A corporation referred to in section 158 may apply for letters patent under Part II if at the time of its application the corporation is carrying on its affairs, and the Minister may issue letters patent continuing it as a corporation under Part II and thereafter Part II applies to the corporation as if it had been incorporated thereunder.

(2) Where a corporation applies for letters patent under this section, the Minister may, by the letters patent, limit or extend the powers of the corporation, name its directors and change its corporate name, if the applicants so desire.

(3) Sections 9 and 10 apply in respect of the issue of letters patent authorized under this section.

1966-67, c. 66, s. 3.