160. In this Part, and in any Act incorporating a company to which this Part applies and with which this Part is incorporated as hereinafter provided, and also in all Acts amending such Act,

“real property” or “land” includes messuages, lands, tenements and hereditaments of any tenure, and all immovable property of any kind;

“shareholder” means every subscriber for or holder of a share in the capital stock in the company, and includes the personal representatives of the shareholder;

“Special Act” means any Act incorporating a company to which this Part applies, and with which this Part is so incorporated, and includes all Acts amending such Act;

“the company” or “a company” means a company incorporated under the Special Act;

“the undertaking” means the whole of the works and business of whatever kind, that the company is authorized to undertake and carry on.

R.S., 1952, c. 53, s. 148.

161. (1) Sections 68 to 84, sections 98 and 99, sections 100 to 100.6, section 102, sections 108.1 to 108.9, section 111.1, sections 114 to 133 and sections 135.1 to 135.93 of Part I apply to companies to which this Part applies, except those loan companies and trust companies to which this Part continues to apply.

(2) This Part does not apply to companies for the construction or working of railways or for the business of banking and the issue of paper money, or to any savings bank, or to any insurance company.

(3) Nothing in this Part shall be deemed to authorize the company 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., 1970, c. C-32, s. 161; R.S., 1970, c. 10(1st Supp.), s. 27.

*161.1 (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 companies to which this Part applies.

(2) 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. 55.

162. (1) Except as aforesaid, this Part applies to every joint stock company incorporated subsequently to the 22nd day of June 1869, by any Special Act of the Parliament of Canada for any of the purposes or objects to which the legislative authority of the Parliament of Canada extends; and, so far as applicable to the undertaking and not expressly varied or excepted by the Special Act, this Part is incorporated with the Special Act and forms part thereof and shall be construed therewith as forming one Act.

(2) Any of the provisions of this Part may be excepted from incorporation with the Special Act, for which purpose, it is sufficient to provide in the Special Act that the sections or subsections of this Part that it is proposed so to except, referring to them by the numbers they bear, shall not be incorporated with the Special Act, and the Special Act shall be construed accordingly.

R.S., 1952, c. 53, s. 150.

163. (1) Every company incorporated under any Special Act shall be a body corporate under the name declared in the Special Act, and may acquire, hold, alienate and convey any real property necessary or requisite for the carrying on of the undertaking of such company, and shall be invested with all the powers, privileges and immunities necessary to carry into effect the intention and objects of this Part and of the Special Act, and which are incident to such corporation, or are expressed or included in the Interpretation Act.

(2) The powers conferred by this section shall be held to include the power to exchange with any person or company reciprocal contracts of indemnity against loss by fire or otherwise under the plan known as “inter-insurance”.

R.S., 1952, c. 53, s. 151.

164. All powers given by the Special Act to the company shall be exercised, subject to the provisions and restrictions contained in this Part except such as are by the Special Act expressly excepted from incorporation therewith.

R.S., 1952, c. 53, s. 152.

165. The affairs of the company shall be managed by a board of not less than three directors.

1964-65, c. 52, s. 48.

166. The persons named as such, in the Special Act, shall be the first or provisional directors of the company, and shall remain in office until replaced by directors duly elected in their stead.

R.S., 1952, c. 53, s. 154.

167. No person shall be elected as a director unless he is a shareholder owning shares absolutely in his own right, and not in arrear in respect of any call thereon; and the majority of the directors of the company so chosen shall, at all times, be persons resident in Canada, and subjects of Her Majesty, by birth or naturalization.

R.S., 1952, c. 53, s. 155.

168. The directors of the company shall be elected by the shareholders, in general meeting of the company assembled, at such times, in such manner, and for such term, not exceeding two years, as the Special Act prescribes, and in default of the Special Act so prescribing, as the by-laws of the company prescribe.

R.S., 1952, c. 53, s. 156.

169. In the absence of other provisions in that behalf, in the Special Act, or the by-laws of the company,

(a) the election of directors shall take place yearly, and all the directors then in office shall retire, but, if otherwise qualified, they shall be eligible for re-election;

(b) election of directors shall be by ballot;

(c) vacancies occurring in the board of directors may be filled for the remainder of the term, by the directors from among the qualified shareholders of the company;

(d) the directors shall, from time to time, elect from among themselves a president of the company, and shall also appoint, and may remove at pleasure, all other officers thereof.

R.S., 1952, c. 53, s. 157.

170. Where at any time an election of directors is not made or does not take effect at the proper time, the company shall not be held to be thereby dissolved; but such election may take place at any general meeting of the company, duly called for that purpose, and the retiring directors continue in office until their successors are elected.

R.S., 1952, c. 53, s. 158.

171. The directors of the company may, in all things, administer the affairs of the company, and may make or cause to be made for the company, any description of contract which the company may, by law, enter into.

R.S., 1952, c. 53, s. 159.

172. The directors may make by-laws not contrary to law or to the Special Act or to this Part, for

(a) regulating the allotment of shares, the making of calls thereon, the payment thereof, the issue and registration of certificates for shares, the forfeiture of shares for non-payment, the disposal of forfeited shares and of the proceeds thereof, and the transfer of shares;

(b) the declaration and payment of dividends;

(c) the number of the directors, their term of service, the amount of their share qualification and their remuneration, if any;

(d) the appointment, functions, duties and removal of all agents, officers and servants of the company, the security to be given by them to the company and their remuneration;

(e) the time and place for the holding of the annual meeting of the company, the calling of meetings, regular and special, of the board of directors and of the company, the quorum at meetings of the directors and of the company, the requirements as to proxies, and the procedure in all things at such meetings;

(f) the imposition and recovery of all penalties and forfeitures admitting of regulation by by-law; and

(g) the conduct, in all other particulars, of the affairs of the company.

R.S., 1952, c. 53, s. 160.

173. The directors may repeal, amend or re-enact any such by-law, but every such by-law, repeal, amendment or re-enactment unless in the meantime confirmed at a general meeting of the company duly called for that purpose shall only have force until the next annual meeting of the company and in default of confirmation thereat ceases from the time of such default to have force or effect.

R.S., 1952, c. 53, s. 161.

174. (1) The directors of any company, other than a trust company, may also make a by-law for creating and issuing any part of the capital stock as preference shares, giving those shares such preference and priority, as respects dividends and in any other respect, over ordinary shares as in the by-law may be declared.

(2) Such by-law may provide that the holders of such preference shares shall have the right to select a certain proportion therein stated of the board of directors, or may give such holders such other control over the affairs of the company as is considered expedient.

(3) No such by-law has any force or effect whatever until after it has been unanimously sanctioned by a vote of the shareholders present in person or by proxy at a general meeting of the company duly called for considering it and representing two-thirds of the issued capital stock of the company, or until it is unanimously sanctioned in writing by the shareholders of the company.

(4) Where such by-law is sanctioned by not less than three-fourths in value of the shareholders of the company, the company may, through the Minister, petition the Governor in Council for an order approving the by-law, and the Governor in Council may, if he sees fit, approve thereof, and from the date of such approval the by-law is valid and may be acted upon.

R.S., 1952, c. 53, s. 162.

175. (1) Except a company that under its Act of incorporation or any amendment thereto has power to change its chief place of business, a company may, from time to time, by by-law, change the locality of its chief place of business in Canada to any other place in Canada.

(2) No such by-law has any force or effect whatever until after it has been unanimously sanctioned by a vote of the shareholders present in person or by proxy at a general meeting of the company duly called for considering it, and representing two-thirds of the issued capital stock of the company, or until it is unanimously sanctioned in writing by the shareholders of the company.

(3) Where such by-law is sanctioned in writing by not less than three-fourths in value of the shareholders of the company, the company may, through the Minister, petition the Governor in Council for an order approving the by-law, and the Governor in Council may, on compliance with such terms and conditions, if any, as he directs, approve thereof, and upon such approval, the by-law is valid.

(4) No such by-law shall be acted upon until two months after a copy of the by-law has been published by the company, once in the Canada Gazette and once in a newspaper published in the city, town or village in or nearest to which the chief place of business of the company is then already situated, and in which a newspaper is published.

R.S., 1952, c. 53, s. 163.

176. A share in the capital stock of the company is personal estate, and is transferable in such manner, and subject to such conditions and restrictions as are prescribed by this Part, or by the Special Act or the by-laws of the company.

R.S., 1952, c. 53, s. 164.

177. Where the Special Act makes no other definite provision, the shares in the capital stock of the company shall be allotted at such times and in such manner as the directors, by by-law or otherwise, prescribe.

R.S., 1952, c. 53, s. 165.

178. (1) The directors of the company may call in and demand from the shareholders thereof respectively, all sums of money by them subscribed at such times and places and in such payments or instalments as the Special Act or this Part requires or allows.

(2) Interest shall accrue and fall due, at the rate of six per cent per annum, upon the amount of any unpaid call, from the day appointed for payment of such call.

R.S., 1952, c. 53, s. 166.

179. At least ten per cent of the nominal amount of the allotted shares of the company shall, by means of one or more calls, be called in and made payable within one year from the incorporation of the company; and for every year thereafter, at least a further ten per cent of the nominal amount of the allotted shares of the company shall, in like manner, be made payable and called in, until the whole has been so called in.

R.S., 1952, c. 53, s. 167.

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

(2) Such shares thereupon become the property of the company, and may be disposed of as the directors by by-law or otherwise prescribe.

R.S., 1952, c. 53, s. 168.

181. No share is transferable, until all previous calls thereon have been fully paid, nor reissued until it is declared forfeited for non-payment of a call or calls thereon.

R.S., 1952, c. 53, s. 169.

182. The company shall cause a book or books to be kept by the secretary, or by some other officer specially charged with that duty, wherein shall be kept recorded

(a) the names, alphabetically arranged, of all persons who are or have been shareholders;

(b) the address and calling of every such person, while such shareholder;

(c) the number of shares of each class held by each shareholder;

(d) the amounts paid in, and remaining unpaid, respectively, on the shares of each shareholder;

(e) all transfers of shares in their order as presented to the company for entry, with the date and other particulars of each transfer, and the date of the entry thereof; and

(f) the names, addresses and callings of all persons who are or have been directors of the company, with the several dates at which each became or ceased to be such director.

R.S., 1952, c. 53, s. 170.

183. The directors may allow or refuse to allow the entry in any such book, of any transfer of shares whereof the whole amount has not been paid.

R.S., 1952, c. 53, s. 171.

184. Until entry thereof has been duly made in such book or books, no transfer of shares, unless made by sale under execution or under the decree, order or judgment of a court of competent jurisdiction, is valid for any purpose whatever except for the purpose of exhibiting the rights of the parties thereto toward each other, and of rendering the transferee liable, in the meantime, jointly and severally with the transferor, to the company and its creditors.

R.S., 1952, c. 53, s. 172.

185. Such books shall, during reasonable business hours of every day, except Sundays and holidays, be kept open for the inspection of shareholders and creditors of the company, and their personal representatives, at the head office or chief place of business of the company, and every shareholder, creditor or personal representative may make extracts therefrom.

R.S., 1952, c. 53, s. 173.

186. Any director, officer or employee of the company who refuses or fails to permit the exercise of the right of inspection and making extracts conferred by section 185, is liable to a penalty of two hundred dollars.

R.S., 1952, c. 53, s. 174.

187. 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. 175.

188. (1) Every shareholder is, until the whole amount of his shares has been paid up, individually liable to the creditors of the company to an amount equal to that not paid thereon, but he is not liable to an action therefor by any creditor until an execution against the company at the suit of such creditor has been returned unsatisfied in whole or in part.

(2) The amount due on such execution, not exceeding the amount unpaid by the shareholder on his shares, is the amount recoverable with costs from such shareholder.

R.S., 1952, c. 53, s. 176.

189. The shareholders of the company shall not, as such, be held responsible for any act, default or liability whatever, of the company, or for any engagement, claim, payment, loss, injury, transaction, matter or thing whatever, relating to or connected with the company, beyond the amount unpaid on their respective shares in the capital stock thereof.

R.S., 1952, c. 53, s. 177.

190. (1) No executor, administrator, tutor, curator, committee, guardian or trustee who is entered on the books of the company as a shareholder and therein described as representing in such capacity a named estate, trust or person, is personally liable in respect of the share that he so represents, notwithstanding any neglect or omission on the part of the company to enter the proper description in its books; but the estate or person so represented continues to be liable as if the testator, intestate, minor, ward, lunatic or interdicted person, cestui que trust or other person were entered in the books of the company as the holder of the share.

(2) No mortgagee of any share in the company or person holding such share as collateral security, notwithstanding that the mortgagee or other person is entered on the books of the company as the holder of the share, is personally liable in respect of that share, if the mortgagee or other person is described in the books of the company as representing a named mortgagor or person giving the collateral security, notwithstanding any neglect or omission on the part of the company to enter the proper description in its books, but the mortgagor or other person giving the collateral security is liable, as if he were entered on the books of the company, as the holder of the share.

(3) In this section “mortgagee” includes a trustee for holders of debentures.

R.S., 1952, c. 53, s. 178.

191. No shareholder who is in arrear in respect of any call shall vote at any meeting of the company.

R.S., 1952, c. 53, s. 179.

192. In the absence of other provisions in that behalf in the Special Act or the by-laws of the company, notice of the time and place for holding general meetings of the company shall be given at least ten days previously thereto, in some newspaper published at the place in which the chief place of business of the company is situated, or if there is no newspaper there published, then in the newspaper published nearest thereto.

R.S., 1952, c. 53, s. 180.

193. In the absence of other provisions, in manner aforesaid, every shareholder is entitled to as many votes at all general meetings of the company as he owns shares in the company, and may vote by proxy.

R.S., 1952, c. 53, s. 181.

194. (1) Notwithstanding that a mortgagee of any share in the company, or other person holding such share as collateral security, is entered on the books of the company as the holder of that share, if the mortgagee or other person is described in the books of the company as representing a named mortgagor or person giving the collateral security, the mortgagor or other person giving such collateral security is entitled to vote in respect of the share, in person or by proxy, at any meeting of shareholders of the company at which the share carries voting rights.

(2) Where a person is entered on the books of a company as the holder of any share in the company, then, notwithstanding that he is a mortgagee of the share or holds the share as collateral security, unless he is described in the books of the company as representing a named mortgagor or person giving the collateral security, the person so entered on the books of the company as the holder of the share is entitled to vote in respect of the share, in person or by proxy, at any meeting of shareholders of the company at which the share carries voting rights.

R.S., 1952, c. 53, s. 182.

195. Shareholders who hold one-quarter in value of the subscribed shares of the company may, at any time, by written requisition signed by them, call a special general meeting of the company for the transaction of any business specified in such requisition, and in the notice made and given for the purpose of calling such meeting.

R.S., 1952, c. 53, s. 183.

196. (1) Holders of preference shares, under the provisions of this Part, are shareholders within the meaning of this Part, and in all respects possess the rights and are subject to the liabilities of shareholders within the meaning of this Part.

(2) In respect of dividends and in any other respect declared by by-law creating and issuing any part of the capital stock of the company as preference shares under the provisions of this Part, holders of preference shares are as against the ordinary shareholders entitled to the preference and rights given by by-law of the company in that behalf.

R.S., 1952, c. 53, s. 184.

197. No provision in this Part as to the creation of preference shares and no by-law authorizing the creation of such shares and nothing done under or in pursuance of any such provision or by-law, affects or impairs the rights of creditors of the company.

R.S., 1952, c. 53, s. 185.

198. (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) The person so acting as agent, officer or servant of the company, shall not be thereby subjected individually to any liability whatever to any third person therefor.

R.S., 1952, c. 53, s. 186.

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

(2) The receipt of the shareholder in whose name any 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 that share, and whether or not notice of the trust has been given to the company.

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

R.S., 1952, c. 53, s. 187.

200. (1) Where the directors of the company declare and pay any dividend when the company is insolvent, or any dividend the payment of which renders the company insolvent, or diminishes the capital thereof, they are jointly and severally liable, as well to the company as to the individual shareholders and creditors thereof, to the amount of any dividends so declared and paid, for the debts of the company then existing, and for any debts thereafter contracted during their continuance in office respectively.

(2) Where any director, present when a dividend mentioned in subsection (1) is declared, forthwith requests the entry on the minutes of the board of directors of his protest against the dividend, or where any director, then absent, within one week after he becomes aware of such declaration and is able to do so, delivers to the president, secretary or other officer of the company his protest against the dividend, and within eight days thereafter delivers or mails by registered letter a duplicate copy of his protest to the Minister, such director may thereby, and not otherwise, exonerate himself from such liability.

R.S., 1952, c. 53, s. 188.

201. (1) Whenever entry is made in the company’s books of any transfer of shares not fully paid-up, to a person who is not apparently of sufficient means to fully pay up such shares, 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 except for such entry, would have been liable.

(2) Where any director, present when such entry is allowed, forthwith, or where any director, then absent, within one week after he becomes aware of such entry 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 his protest to be notified by a registered letter to the Minister, such director shall thereby, and not otherwise, exonerate himself from such liability.

R.S., 1952, c. 53, s. 189.

202. Where any loan is made by the company to any shareholder in violation of this Part, all directors and other officers of the company who make the loan or assent thereto are jointly and severally liable to the amount of such loan with interest to the company and also to creditors of the company, for all debts of the company then existing or contracted from the time of the making of such loan to that of the repayment thereof.

R.S., 1952, c. 53, s. 190.

203. Every director, manager or officer of the company, and every person on its behalf, who 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 any written contract or undertaking whatever wherein its name is not mentioned in legible characters in such manner as to indicate clearly that the bill of exchange, promissory note, endorsement, cheque, order for money or goods, or written contract or undertaking, as the case may be, is the obligation or act of the company, is 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 amount is duly paid by the company or upon such written contract or undertaking, unless that contract or undertaking is duly performed or carried out by the company.

R.S., 1952, c. 53, s. 191.

204. (1) The directors of the company are jointly and severally liable to the clerks, labourers, servants and apprentices thereof, for all debts, not exceeding six months wages due for services performed for the company while they are such directors respectively, but no director is liable to an action therefor, unless the company has been sued for the debt within one year after the debt became due, nor unless such director is sued therefor within one year from the time when he ceased to be a director, nor unless an execution against the company at the suit of such clerk, labourer, servant or apprentice is returned unsatisfied in whole or in part.

(2) The amount unsatisfied on such execution is the amount recoverable with costs from the directors.

R.S., 1952, c. 53, s. 192.

205. No company shall loan any of its funds to any shareholder.

R.S., 1952, c. 53, s. 193.

206. No company shall use any of its funds in the purchase of shares in any other corporation except to the extent that such purchase is specially authorized by the Special Act.

R.S., 1952, c. 53, s. 194.

207. The company may enforce payment of all calls and interest thereon, by action in any court of competent jurisdiction.

R.S., 1952, c. 53, s. 195.

208. In such action it is not necessary to set forth the special matter, but it is sufficient to declare that the defendant is a holder of one share or more, stating the number of shares, and is indebted to the company in the sum of money to which the calls in arrear amount, in respect of one call or more, upon one share or more, stating the number of calls and the amount of each call, whereby an action has accrued to the company under this Part.

R.S., 1952, c. 53, s. 196.

209. (1) Service of any process or notice upon the company may be made by leaving a copy thereof at the chief place of business of the company, with any adult person in charge thereof, or elsewhere with the president or secretary of the company.

(2) Where the company has no known office or chief place of business, and has no known president or secretary, the court may order such publication as it deems requisite to be made in the premises, for at least one month, in at least one newspaper.

(3) Such publication shall be deemed to be due service upon the company.

R.S., 1952, c. 53, s. 197.

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

R.S., 1952, c. 53, s. 198.

211. The company is subject to the provisions of any general Act for the winding-up of joint stock companies.

R.S., 1952, c. 53, s. 199.

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

R.S., 1952, c. 53, s. 200.

213. All books required by this Part to be kept by the secretary or by any other officer of the company charged with that duty are, in any suit or proceeding against the company or against any shareholder, evidence of all facts purporting to be therein stated.

R.S., 1952, c. 53, s. 201.

214. In any action by any company to enforce payment of any call or interest thereon, a certificate under the seal of the company and purporting to be signed by any officer of the company to the effect that the defendant is a shareholder, that the call or calls have been made to enforce payment of which or of any interest thereon such action has been brought, and that so much is due by him and unpaid thereon, shall be received in evidence in all courts asprima facie proof.

R.S., 1952, c. 53, s. 202.

215. (1) Notwithstanding anything in sections 2 and 160, every corporate body created otherwise than by letters patent for any of the purposes or objects to which the legislative authority of the Parliament of Canada extends, is hereby declared to possess, as incidental and ancillary to the powers conferred by the Special Act or charter creating it, power to establish and support or aid in the establishment and support of associations, institutions, funds, trusts and conveniences intended or calculated to benefit employees or ex-employees of the corporation, 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, or for any object like or similar to those foregoing and to subscribe or guarantee money for charitable or benevolent objects or for any public, general or useful object.

(2) The amount expended or to be expended for any of the purposes mentioned in subsection (1) shall be determined once for all, each financial year, by one resolution only of the board of directors or other governing or administrative body of the corporation, or if preferred and so declared in the first resolution to be passed for each year, by several resolutions of the same authority each year.

R.S., 1952, c. 53, s. 208.

216. (1) Subject to subsection (5), a body corporate created otherwise than by letters patent for any of the objects to which the legislative authority of the Parliament of Canada extends may request the Minister to provide it with a French or English form of its corporate name, or to alter the French or English form of its corporate name, and the Minister, by order, may, in accordance with the request, provide the body corporate with a French or English form of its corporate name or alter the form of its corporate name, as the case may be.

(2) An order made under subsection (1) shall be published by the Minister in the Canada Gazette.

(3) A requested French or English form of a corporate name shall not be given to a body corporate under this section if

(a) the requested form is the same as or similar to the name under which any other corporation, association or firm, in existence, is carrying on business in Canada or is incorporated under the laws of Canada or any province thereof, or so nearly resembles such other name as to be calculated to deceive, unless the existing corporation, 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 may require; or

(b) the requested form is otherwise on public grounds objectionable.

(4) After the publication of an order under subsection (1), the body corporate mentioned in that order may from time to time as it sees fit use, and it may be legally designated by, either the French or English form of its corporate name as provided in the order, or both forms; and, except as provided in this subsection, the provision of a French or English form of a corporate name does not affect in any way the rights, powers, obligations or liabilities of the body corporate.

(5) The provisions set out in paragraph 25(3)(b) apply in respect of any body corporate provided with a French or English form of its corporate name pursuant to this section.

(6) This section does not apply to a company incorporated under any of the Acts mentioned in paragraphs 5(3)(a) to (d) or to a company carrying on a business described in paragraphs 5(2)(a) and (b).

R.S., 1970, c. C-32, s. 216; R.S., 1970, c. 10(1st Supp.), s. 28.

217. In this Part

“company” means any company incorporated by or under the authority of any Act of the Parliament of Canada or of the Legislature of the former Province of Canada;

“corporation” means a corporation to which Part II applies.

R.S., 1952, c. 53, s. 209.

218. (1) Every company has, and always has had, the capacity to maintain offices for the registration and transfer of shares of its capital stock and of the bonds, debentures, debenture stock and other securities issued by the company at any place within or beyond the limits of Canada.

(2) Unless the books for the registration and transfer of the shares of the capital stock and of the bonds, debentures, debenture stock and other securities of the company are kept at the chief place of business or head office of the company in Canada, a book or books shall be kept at such chief place of business or head office or at the place in Canada where one of its branch registration and transfer offices is maintained, in which shall be recorded particulars of every registration and transfer of shares of its capital stock and of the bonds, debentures, debenture stock and other securities issued by the company; but entry of the transfer of any share, bond, debenture, debenture stock or other security in a register of transfers or a branch register of transfers, whether kept at the chief place of business or head office of the company or elsewhere, is, for all purposes, a complete and valid transfer.

(3) In the case of a company to which Part I applies, subsection (2) does not apply to the register of transfers, branch registers of transfers and books mentioned in section 110.

(4) The court, as defined in subsection 3(1), of the province in which the head office or chief place of business of the company is situated, has jurisdiction, on the application of any person interested, to order that any entry in the books for the registration and transfer of shares of the capital stock of a company be struck out or otherwise rectified on the ground that at the date of such application the entry as it appears in any such book does not accurately express or define the existing rights of the person appearing to be the registered owner of any shares of the capital stock of the company; and the court, in deciding such application, may make such order as to costs as the court may deem proper.

(5) An application for the rectification of any such entry under subsection (4) may be made either by filing with the proper officer of the court a petition or an originating summons or notice of motion; and the court may direct the trial of any issue arising out of such application.

(6) Subsections (4) and (5) do not deprive the court of any jurisdiction it may otherwise have.

R.S., 1952, c. 53, s. 210.

219. (1) The persons to whom this section applies are: directors of a company or corporation; managers of a company or corporation; officers of a company or corporation; persons employed by a company or corporation as auditors, whether they are or are not of the company or corporation.

(2) Where in any proceeding for breach of or non-compliance with this Act or breach of or non-compliance with the letters patent, supplementary letters patent, Special Act, or by-laws of a company or corporation, against a person to whom this section applies, it appears to the court hearing the case that that person is or may be liable in respect of such breach or non-compliance, but that he has acted honestly and reasonably, and that, having regard to all the circumstances of the case, including those connected with his appointment, he ought fairly to be excused for such breach or non-compliance, that court may relieve him, either wholly or partly, from his liability on such terms as the court may think fit.

(3) Where any person to whom this section applies has reason to apprehend that any claim will or might be made against him in respect of any such breach or non-compliance, he may apply to the court, as defined in subsection 3(1), of the province in which the head office or the principal place of business of the company or corporation is situated, for relief, and the court on such application has the same power to relieve him as under this section it would have had if it had been a court before which proceedings against that person for such breach or non-compliance had been brought.

(4) Where any case to which subsection (2) applies is being tried by a judge with a jury, the judge, after hearing the evidence, may, if he is satisfied that the defendant ought in pursuance of that subsection to be relieved either in whole or in part from the liability sought to be enforced against him, withdraw the case in whole or in part from the jury and forthwith direct judgment to be entered for the defendant on such terms as to costs or otherwise as the judge may think proper.

R.S., 1952, c. 53, s. 211.

220. The following provisions of The Companies Act Amendment Act, 1935, namely, sections 2, 3, 6, 7, 13 and 16, do not apply to any company to which Part I is made applicable by paragraph 2(b), (c), (d) or (e), nor to any company incorporated prior to the 15th day of September 1935, and every such company is subject to this Act as if the foregoing sections of The Companies Act Amendment Act, 1935, had not been enacted, but each of the other provisions of The Companies Act Amendment Act, 1935, pursuant to its terms, applies to all companies, irrespective of the date of their incorporation, to which Part I applies.

R.S., 1952, c. 53, s. 212.