Division 2
Information
287 Use
of corporate name
288 Attorney
for service of an extra-provincial corporation
289 Changes
in charter, head office, directors
290 Filing
of instrument of amalgamation
291 Notices
and returns respecting liquidation
292 Annual
and other returns
293 Certificate
of compliance
Division 3
Capacity, Disabilities and Penalties
294 Validity
of acts
295 Capacity
to commence and maintain legal proceedings
296 General
penalty
Part 22
Other Extra‑provincial Legal Entities
297 Definition
298 Application
of Part
299 Regulations
HER MAJESTY, by and with
the advice and consent of the Legislative Assembly of Alberta, enacts as
follows:
Part 1
Interpretation and Application
Definitions
1 In this Act,
(a) “affairs”
means the relationships among a corporation, its affiliates and the
shareholders, directors and officers of those bodies corporate, but does not
include the business carried on by those bodies corporate;
(b) “affiliate”
means an affiliated body corporate within the meaning of section 2(1);
(c) “Alberta
company” means a body corporate incorporated and registered under the Companies Act or any of its
predecessors;
(d) “articles”
means the original or restated articles of incorporation, articles of
amendment, articles of amalgamation, articles of continuance, articles of
reorganization, articles of arrangement, articles of dissolution and articles
of revival and includes an amendment to any of them;
(e) “associate”,
when used to indicate a relationship with any person, means
(i) a body corporate of which that person beneficially owns or
controls, directly or indirectly, shares or securities currently convertible
into shares carrying more than 10% of the voting rights under all circumstances
or under any circumstances that have occurred and are continuing, or a
currently exercisable option or right to purchase those shares or those
convertible securities,
(ii) a partner of that person acting on behalf of the partnership of
which they are partners,
(iii) a trust or estate in which that person has a substantial interest
or in respect of which that person serves as a trustee or in a similar
capacity,
(iv) a spouse or adult interdependent partner of that person, or
(v) a relative of that person or of that person’s spouse or adult
interdependent partner if that relative has the same residence as that person;
(f) “auditor”
includes a partnership of auditors;
(g) “beneficial
interest” means an interest arising out of the beneficial ownership of
securities;
(h) “beneficial
ownership” includes ownership through a trustee, legal representative, agent or
other intermediary;
(i) “body
corporate” includes a company or other body corporate wherever or however
incorporated;
(j) “Canada
corporation” means a body corporate incorporated by or under an Act of the
Parliament of Canada;
(k) “Commission”
means the Alberta Securities Commission;
(l) “corporation”
means a body corporate incorporated or continued under this Act and not
discontinued under this Act;
(m) “Court”
means the Court of Queen’s Bench of Alberta;
(n) “debt
obligation” means a bond, debenture, note or other evidence of indebtedness or
guarantee of a corporation, whether secured or unsecured;
(o) “director”
means a person occupying the position of director by whatever name called and
“directors” and “board of directors” includes a single director;
(p) “distributing
corporation” means a corporation that is a reporting issuer for the purposes of
the Securities Act;
(q) “Executive
Director” means the Executive Director of the Commission as defined or
otherwise provided for under the Securities
Act;
(r) “extra‑provincial
corporation” means a body corporate
(i) incorporated otherwise than by or under an Act of the Legislature
or an Ordinance of the Northwest Territories, or
(ii) incorporated by or under an Ordinance of the Northwest
Territories and not subject to the legislative authority of the Province by
section 16 of the Alberta Act
(Canada);
(s) “incorporator”
means a person who signs articles of incorporation;
(t) “individual”
means a natural person;
(u) “liability”
includes a debt of a corporation arising under section 41, 191(19) or 242(3)(g)
or (h);
(v) “Minister”
means the Minister determined under section 16 of the Government Organization Act as the Minister responsible for this
Act;
(w) “ordinary
resolution” means a resolution
(i) passed by a majority of the votes cast by the shareholders who
voted in respect of that resolution, or
(ii) signed by all the shareholders entitled to vote on that
resolution;
(x) “person”
includes an individual, partnership, association, body corporate, trustee,
executor, administrator or legal representative;
(y) “prescribed”
means prescribed by the regulations;
(z) “professional
corporation” means a corporation that has the words “Professional Corporation”,
whether or not a professional descriptor is inserted between the words
“Professional” and “Corporation”, as the last words of its name;
(aa) “redeemable
share” means a share issued by a corporation that the corporation, by its
articles
(i) is required to purchase or redeem at a specified time or on the
happening of a certain event,
(ii) is required to purchase or redeem on the demand of a shareholder,
or
(iii) may purchase or redeem on demand of the corporation,
and includes a share issued
by a corporation that is purchased or redeemed by a combination of any of the
methods referred to in subclauses (i) to (iii);
(aa.1) “registered
form” means registered form as defined in the Securities Transfer Act;
(bb) “Registrar”
means the Registrar of Corporations or a Deputy Registrar of Corporations
appointed under section 263;
(cc) “Registrar’s
periodical” means the periodical referred to in section 264;
(dd) “resident
Canadian” means an individual who is
(i) a Canadian citizen ordinarily resident in Canada,
(ii) a Canadian citizen not ordinarily resident in Canada who is a
member of a prescribed class of persons, or
(iii) a permanent resident within the meaning of the Immigration Act (Canada) and ordinarily
resident in Canada;
(ee) “security”
means a share of any class or series of shares or a debt obligation of a
corporation and includes a certificate evidencing such a share or debt
obligation;
(ff) “security
interest” means an interest in or charge on property of a corporation to secure
payment of a debt or performance of any other obligation of the corporation;
(gg) “send”
includes deliver;
(hh) “series”
means, in relation to shares, a division of a class of shares;
(ii) “special
resolution” means a resolution passed by a majority of not less than 2/3 of the
votes cast by the shareholders who voted in respect of that resolution or
signed by all the shareholders entitled to vote on that resolution;
(ii.1) “spouse”
means the husband or wife of a married person but does not include a spouse who
is living separate and apart from the person if the person and spouse have
separated pursuant to a written separation agreement or if their support
obligations and family property have been dealt with by a court order;
(jj) “unanimous
shareholder agreement” means
(i) a written agreement to which all the shareholders of a
corporation are or are deemed to be parties, whether or not any other person is
also a party, or
(ii) a written declaration by a person who is the beneficial owner of
all the issued shares of a corporation,
that provides for any of
the matters enumerated in section 146(1);
(kk) “unlimited liability corporation” means a
corporation whose shareholders have unlimited liability for any liability, act
or default of the corporation, as set out in section 15.2.
RSA 2000 cB‑9
s1;2002 cA‑4.5 s22;2005 c8 s2;
2006 cS‑4.5 s106
Application
1.1 Subject to Part 2.1, this Act applies to
unlimited liability corporations.
2005 c8 s3
Relationship of
corporations
2(1) For the purposes of this Act,
(a) one
body corporate is affiliated with another body corporate if one of them is the
subsidiary of the other or both are subsidiaries of the same body corporate or
each of them is controlled by the same person, and
(b) if
2 bodies corporate are affiliated with the same body corporate at the same
time, they are deemed to be affiliated with each other.
(2) For
the purposes of this Act, a body corporate is controlled by a person if
(a) securities
of the body corporate to which are attached more than 50% of the votes that may
be cast to elect directors of the body corporate are held, other than by way of
security only, by or for the benefit of that person, and
(b) the
votes attached to those securities are sufficient, if exercised, to elect a
majority of the directors of the body corporate.
(3) For
the purposes of this Act, a body corporate is the holding body corporate of
another if that other body corporate is its subsidiary.
(4) For
the purposes of this Act, a body corporate is a subsidiary of another body
corporate if
(a) it
is controlled by
(i) that other,
(ii) that other and one or more bodies corporate, each of which is
controlled by that other, or
(iii) 2 or more bodies corporate, each of which is controlled by that
other,
or
(b) it is a subsidiary of a body corporate that
is that other’s subsidiary.
1981 cB‑15 s2
Distribution to the
public
3(1) For the purposes of this Act, securities of a
corporation
(a) issued
on a conversion of other securities, or
(b) issued
in exchange for other securities
are deemed to be
securities that are part of a distribution to the public if those other
securities were part of a distribution to the public.
(2) Subject
to subsection (3), for the purposes of this Act, a security of a body corporate
(a) is
part of a distribution to the public if, in respect of the security, there has
been a filing of a prospectus, statement of material facts, registration
statement, securities exchange take‑over bid circular or similar document
under the laws of Canada, a province or territory of Canada or a jurisdiction
outside Canada, or
(b) is
deemed to be part of a distribution to the public if the security has been
issued and a filing referred to in clause (a) would be required if the security
were being issued currently.
(3) On the application of a corporation, the
Commission may determine that a security of the corporation is not or was not
part of a distribution to the public if it is satisfied that its determination
would not prejudice any security holder of the corporation.
1981 cB‑15 s3;1988
c7 s3;1995 c28 s64
Execution in counterpart
4 A document or writing required or permitted by
this Act may be signed or executed in separate counterparts and the signing or
execution of a counterpart shall have the same effect as the signing or
execution of the original.
1981 cB‑15 s4
Part 2
Incorporation
Incorporation
5 One or more persons may incorporate a
corporation by signing articles of incorporation and complying with section 7.
1981 cB‑15 s5
Articles of incorporation
6(1) Subject to section 15.3, articles of
incorporation shall be in the prescribed form and shall set out, in respect of
the proposed corporation,
(a) the
name of the corporation,
(b) the
classes and any maximum number of shares that the corporation is authorized to
issue, and
(i) if there are 2 or more classes of shares, the special rights,
privileges, restrictions and conditions attaching to each class of shares, and
(ii) if a class of shares may be issued in series, the authority given
to the directors to fix the number of shares in, and to determine the
designation of each series, and the rights, privileges, restrictions and
conditions attaching to the shares of each series,
(c) if
the right to transfer shares of the corporation is to be restricted, a
statement that the right to transfer shares is restricted and either
(i) a statement of the nature of the restrictions, or
(ii) a statement that the nature of the restrictions appears in a
unanimous shareholder agreement,
(d) the
number of directors or, subject to section 107(a), the minimum and maximum
number of directors of the corporation, and
(e) any
restrictions on the businesses that the corporation may carry on.
(2) The
articles may set out any provision permitted by this Act or by law to be set
out in the bylaws of the corporation.
(3) Subject
to subsection (4), if the articles or a unanimous shareholder agreement require
a greater number of votes of directors or shareholders than that required by
the Act to effect any action, the provisions of the articles or of the
unanimous shareholder agreement prevail.
(4) The articles may not require a greater number
of votes of shareholders to remove a director than the number required by
section 109.
RSA 2000 cB‑9
s6;2005 c8 s4
Delivery of articles of
incorporation
7(1) An incorporator shall send to the Registrar
(a) articles
of incorporation, and
(b) the
documents required by sections 12(3), 20 and 106.
(2) If the name of the corporation set out in the
articles of incorporation contains the words “Professional Corporation”, the
incorporator shall also send to the Registrar evidence satisfactory to the
Registrar of an approval of the articles that is less than 2 years old by or on
behalf of the governing body of the appropriate profession or occupation.
RSA 2000 cB‑9
s7;RSA 2000 cH‑7 s136
Certificate of
incorporation
8 On receipt of the documents and evidence
required under section 7 and the prescribed fees, the Registrar shall issue a
certificate of incorporation in accordance with section 267.
1981 cB‑15 s8
Effect of certificate of
incorporation
9(1) A corporation comes into existence on the date
shown in the certificate of incorporation.
(2) A
certificate of incorporation is conclusive proof for the purposes of this Act
and for all other purposes
(a) that
the provisions of this Act in respect of incorporation and all requirements
precedent and incidental to incorporation have been complied with, and
(b) that the corporation has been incorporated
under this Act as of the date shown in the certificate of incorporation.
1981 cB‑15 s9
Corporate name
10(1) Subject to section 15.4(1), the word “Limited”,
“Limitée”, “Incorporated”, “Incorporée” or “Corporation” or the abbreviation
“Ltd.”, “Ltée”, “Inc.” or “Corp.” shall be the last word of the name of every
corporation, and a corporation may use and may be legally designated by either
the full or the abbreviated form.
(2) Notwithstanding
subsection (1), the words “Professional Corporation” shall be the last words of
the name of every corporation whose incorporation is approved in accordance
with section 7(2), but a professional corporation may add a professional
descriptor to its name, and the professional descriptor may be inserted between
the words “Professional” and “Corporation”.
(2.1) For the purposes of subsection (2),
a professional descriptor is a term that describes the profession or occupation
of the professional corporation, including the terms “Legal”, “Law”, “Medical”,
“Dental” or others descriptive of the profession or occupation.
(3) Subject
to section 15.4(2), no person other than a body corporate shall carry on
business within Alberta under any name or title that contains the word
“Limited”, “Limitée”, “Incorporated”, “Incorporée” or “Corporation” or the
abbreviation “Ltd.”, “Ltée”, “Inc.” or “Corp.” or the words “Professional
Corporation”.
(4) A
person carrying on business in contravention of subsection (3) or section
15.4(2) is guilty of an offence and liable to a fine of not more than $5000.
(5) A
corporation may file a notice in the prescribed form with the Registrar
designating an additional form or forms of its name in accordance with
subsection (6).
(6) Subject
to section 12(1), the name of the corporation or an additional form of its name
in a notice filed under subsection (5) may be in an English form or a French
form or in a combined English and French form and the corporation may use and
may be legally designated by any of those forms.
(7) Subject
to section 12(1), a corporation may, outside Canada, use and may be legally
designated by a name in any language form.
(8) A
corporation shall set out its name in legible characters in or on all
contracts, invoices, negotiable instruments, and orders for goods or services,
issued or made by or on behalf of the corporation.
(9) Subject
to subsections (8) and (10) and section 12(1) and to section 110 of the Partnership Act, a corporation may carry
on business under or identify itself by a name other than its corporate name.
(10) Where a corporation carries on business or
identifies itself by a name other than its corporate name, the name shall not
contain a word referred to in subsection (3) or section 15.4(2).
RSA 2000 cB‑9
s10;2005 c8 s5
Assignment of name
11 If requested to do so by the incorporators or by
an extra‑provincial corporation about to continue as a corporation
pursuant to section 188, the Registrar shall assign to the corporation as its
name a designated number determined by the Registrar.
1981 cB‑15
s11;1984 c12 s1
Prohibited names
12(1) A corporation shall not have a name
(a) that
is prohibited by the regulations or contains a word or expression prohibited by
the regulations,
(b) subject
to the circumstances and conditions prescribed by the regulations, that is
identical to the name of
(i) a body corporate incorporated under the laws of Alberta, unless
the body corporate has been dissolved for a period of 6 years or more,
(ii) an extra‑provincial corporation registered in Alberta, or
(iii) a Canada corporation,
(c) subject
to the circumstances and conditions prescribed by the regulations, that is
similar to the name of
(i) a body corporate incorporated under the laws of Alberta,
(ii) an extra‑provincial corporation registered in Alberta, or
(iii) a Canada corporation,
if the use of that name is
confusing or misleading, or
(d) that
does not meet the requirements prescribed by the regulations.
(2) Where
a body corporate incorporated under the laws of Alberta gives an undertaking to
dissolve or change its name and the undertaking is not carried out within the
time specified, the Registrar may, by notice in writing, giving the Registrar’s
reasons, direct the body corporate to change its name to one that the Registrar
approves within 60 days after the date of the notice.
(3) There shall be sent to the Registrar documents
relating to corporate names that are prescribed by the regulations.
RSA 2000 cB‑9
s12;2005 c8 s6
Direction to change
corporate name
13(1) If, through inadvertence or otherwise, a
corporation comes into existence with or acquires a name that contravenes
section 10 or 12, the Registrar may, by notice in writing, giving the
Registrar’s reasons, direct the corporation to change its name to one that the
Registrar approves within 60 days after the date of the notice.
(2) The
Registrar may give a notice under subsection (1) on the Registrar’s own
initiative or at the request of a person who feels aggrieved by the name that
contravenes section 10 or 12, as the case may be.
(3) If
a corporation
(a) is
directed to change its name under section 12(2) or subsection (1) of this
section, and
(b) does
not appeal the request of the Registrar within 60 days after the date of the
notice,
the Registrar may
revoke the name of the corporation and assign to it a number designated or a
name approved by the Registrar and, until changed in accordance with section
173, the name of the corporation is the number or name so assigned.
(4) If the Registrar is satisfied that a
professional corporation has ceased to be the holder of a subsisting permit as
a professional corporation issued under an Act governing a profession or
occupation, the Registrar may, on giving notice to the professional corporation
of the Registrar’s intention to do so, change the name of the corporation to
exclude the words “Professional Corporation” and replace them with any word or
abbreviation referred to in section 10(1).
RSA 2000 cB‑9
s13;2005 c8 s7
Certificate of amendment
14(1) When a corporation has had its name revoked and
a name assigned to it under section 13(3), the Registrar shall issue a
certificate of amendment showing the new name of the corporation.
(2) The articles of the corporation are amended
accordingly on the date shown in the certificate of amendment.
1981 cB‑15
s13;1984 c12 s1
Pre-incorporation
contracts
15(1) This section applies unless the person referred
to in subsection (2) and all parties to the contract referred to in that
subsection
(a) believe
that the body corporate exists and is incorporated under, or
(b) intend
that the body corporate is to be incorporated under
the laws of a
jurisdiction other than Alberta.
(2) Except
as provided in this section, if a person enters or purports to enter into a
written contract in the name of or on behalf of a body corporate before it
comes into existence,
(a) that
person is deemed to warrant to the other party to the contract
(i) that the body corporate will come into existence within a
reasonable time, and
(ii) that the contract will be adopted within a reasonable time after
the body corporate comes into existence,
(b) that
person is liable to the other party to the contract for damages for a breach of
that warranty, and
(c) the
measure of damages for that breach of warranty shall be the same as if the body
corporate existed when the contract was made, the person who made the contract
on behalf of the body corporate had no authority to do so and the body
corporate refused to ratify the contract.
(3) A
corporation may, within a reasonable time after it comes into existence, by any
act or conduct signifying its intention to be bound by it, adopt a written
contract made before it came into existence in its name or on its behalf, and
on the adoption
(a) the
corporation is bound by the contract and is entitled to the benefits of the
contract as if the corporation had been in existence at the date of the
contract and had been a party to it, and
(b) a
person who purported to act in the name of or on behalf of the corporation
ceases, except as provided in subsection (5), to be liable under subsection (2)
in respect of the contract.
(4) If
a person enters or purports to enter into a contract in the name of or on
behalf of a corporation before it comes into existence and the contract is not
adopted by the corporation within a reasonable time after it comes into existence,
that person or the other party to the contract may apply to the Court for an
order directing the corporation to restore to the applicant, in specie or
otherwise, any benefit received by the corporation under the contract.
(5) Except
as provided in subsection (6), whether or not a written contract made before
the coming into existence of a corporation is adopted by the corporation, a
party to the contract may apply to the Court for an order
(a) fixing
obligations under the contract as joint or joint and several, or
(b) apportioning
liability between or among the corporation and a person who purported to act in
the name of or on behalf of the corporation,
and on the application
the Court may make any order it thinks fit.
(6) A person who enters or purports to enter into a
written contract in the name of or on behalf of a body corporate before it
comes into existence is not in any event liable for damages under subsection
(2) if the contract expressly provides that the person is not to be so liable.
RSA 2000 cB‑9
s15;2005 c8 s8
Part 2.1
Special Rules Respecting Unlimited
Liability Corporations
Definition
15.1 For the purposes of this Part, “limited
corporation” means a corporation whose shareholders are not, as shareholders,
liable for any liability, act or default of the corporation except under
section 38(4), 146(7) or 227(4).
2005 c8 s9
Liability
15.2(1) The
liability of each of the shareholders of a corporation incorporated under this
Act as an unlimited liability corporation for any liability, act or default of
the unlimited liability corporation is unlimited in extent and joint and
several in nature.
(2) Notwithstanding subsection (1), but
subject to any immunity from liability otherwise available on pleading the Limitations
Act as a defence, a former shareholder of an unlimited liability
corporation is not liable for any liability, act or default of the unlimited
liability corporation unless an action to enforce a claim arising out of that
liability, act or default is brought within 2 years from the date on which the
former shareholder last ceased to be a shareholder of the unlimited liability
corporation.
(3) A
former shareholder of an unlimited liability corporation is not liable for any
liability, act or default of the unlimited liability corporation that did not
exist on or prior to the date on which the former shareholder last ceased to be
a shareholder of the unlimited liability corporation.
2005 c8 s9;2005 c40 s2
Articles of
incorporation, etc.
15.3 In addition to meeting the requirements
of section 6, the articles of incorporation, amalgamation, amendment,
continuance or conversion of an unlimited liability corporation shall contain
an express statement that the liability of each of the shareholders of the
unlimited liability corporation for any liability, act or default of the
unlimited liability corporation is unlimited in extent and joint and several in
nature.
2005 c8 s9
Corporate name
15.4(1) The
name of every unlimited liability corporation shall end with the words
“Unlimited Liability Corporation” or the abbreviation “ULC”, and an unlimited
liability corporation may use and may be legally designated by either the full
or the abbreviated form.
(2) No person other than a body
corporate that is an unlimited liability corporation shall carry on business
within Alberta under any name or title that contains the words “Unlimited
Liability Corporation” or “ULC”.
2005 c8 s9
Continuance of extra‑provincial
corporation
15.5(1) Section 188 applies to an extra‑provincial
corporation continued as an unlimited liability corporation under this Act, and
in addition,
(a) the property of the extra‑provincial
corporation continues to be the property of the unlimited liability
corporation,
(b) if
prior to the date shown on the certificate of continuance the shareholders of
the extra‑provincial corporation had unlimited liability for any
liability, act or default of the extra‑provincial corporation, the
unlimited liability corporation and the shareholders of the unlimited liability
corporation continue to be liable without limit for any liability, act or
default of the extra‑provincial corporation,
(c) if
prior to the date shown on the certificate of continuance the shareholders of
the extra‑provincial corporation were not, as shareholders, liable for any
liability, act or default of the extra‑provincial corporation,
(i) the unlimited liability corporation continues to be liable for
the obligations of the extra‑provincial corporation, and
(ii) the shareholders of the unlimited liability corporation become
liable without limit for any liability, act or default of the extra‑provincial
corporation that existed as of the date shown on the certificate of continuance
and are liable without limit for any liability, act or default of the unlimited
liability corporation on and from the date shown on the certificate of
continuance,
(d) an existing cause of action, claim
or liability to prosecution of the extra‑provincial corporation includes
the unlimited liability corporation and the shareholders of the unlimited
liability corporation,
(e) a civil, criminal or administrative
action or proceeding pending by or against the extra‑provincial
corporation may continue to be prosecuted by or against the unlimited liability
corporation or the shareholders of the unlimited liability corporation,
(f) a conviction against, or ruling,
order or judgment in favour of or against, the extra‑provincial
corporation may be enforced against or by the unlimited liability corporation
or the shareholders of the unlimited liability corporation.
(2) When an extra‑provincial corporation that was
incorporated as an unlimited liability corporation is continued as a limited
corporation,
(a) the shareholders of the extra‑provincial
corporation as it existed prior to the date shown on the certificate of
continuance continue to be liable without limit for any liability, act or
default of the extra‑provincial corporation that existed as of the date
shown on the certificate of continuance,
(b) an existing cause of action, claim
or liability to prosecution is unaffected,
(c) a civil, criminal or administrative
action pending by or against the extra‑provincial corporation may
continue to be prosecuted by or against the shareholders of the extra‑provincial
corporation as it existed prior to the date shown on the certificate of
continuance or by or against the limited corporation, and
(d) a conviction against, or ruling,
order or judgment in favour of or against, the unlimited liability corporation
may be enforced against or by the shareholders of the extra‑provincial
corporation as it existed prior to the date shown on the certificate of
continuance or against or by the limited corporation.
(3) Section 188(2) to (6) and (8) to
(12) apply to an application under this section.
2005 c8 s9
Conversion from
unlimited liability corporation
to limited corporation
15.6(1) Sections
173 and 186(c) to (f) apply to an unlimited liability corporation that is
converted to a limited corporation by amendment of its articles or by
amalgamation, and in addition
(a) the
shareholders of the unlimited liability corporation as it existed prior to the
amendment or amalgamation continue to be liable without limit for any
liability, act or default of the unlimited liability corporation that existed
as of the date shown on the certificate of amendment or amalgamation,
(b) an
existing cause of action, claim or liability to prosecution is unaffected,
(c) a
civil, criminal or administrative action or proceeding pending by or against
the unlimited liability corporation may continue to be prosecuted by or against
the shareholders of the unlimited liability corporation as it existed prior to
the amendment or amalgamation by or against the limited corporation, and
(d) a
conviction against, or ruling, order or judgment in favour of or against, the
unlimited liability corporation may be enforced by or against the shareholders
of the unlimited liability corporation as it existed prior to the amendment,
amalgamation or continuance or by or against the limited corporation.
(2) Section 186(a) to (c) and (g) apply
to an amalgamation under this Part, and in addition, if a limited corporation
amalgamates with an unlimited liability corporation and the resulting
corporation is an unlimited liability corporation,
(a) the
shareholders of the amalgamated unlimited liability corporation are liable for
any liability, act or default of the amalgamated unlimited liability
corporation, whether it arises before or after the date shown on the
certificate of amalgamation,
(b) an
existing cause of action, claim or liability to prosecution pertaining to the
amalgamating unlimited liability
corporation or the amalgamating limited corporation as it existed prior to
amalgamation includes the shareholders of the amalgamated unlimited liability
corporation,
(c) a
civil, criminal or administrative action or proceeding pending by or against
the amalgamating unlimited liability corporation or the amalgamating limited
corporation as it existed prior to amalgamation may continue to be prosecuted
by or against the amalgamated unlimited liability corporation or by or against
the shareholders of the amalgamated unlimited liability corporation, and
(d) a
conviction against, or ruling, order or judgment in favour of or against, the
amalgamating unlimited liability corporation or the amalgamating limited
corporation as it existed prior to amalgamation may be enforced by or against
the amalgamated unlimited liability corporation or by or against the
shareholders of the amalgamated unlimited liability corporation.
(3) If the articles of a limited
corporation are amended to convert it to an unlimited liability corporation,
(a) the
shareholders of the limited corporation as it existed prior to the date shown
on the certificate of amendment
(i) become liable for any liability, act or default of the limited
corporation that existed as of the date shown on the certificate of amendment,
and
(ii) are liable for any liability, act or default of the unlimited
liability corporation on and from the date shown on the certificate of
amendment,
(b) an
existing cause of action, claim or liability to prosecution includes the
shareholders of the unlimited liability corporation,
(c) a
civil, criminal or administrative action or proceeding pending by or against
the limited corporation as of the date shown on the certificate of amendment
may continue to be prosecuted by or against the unlimited liability corporation
or by or against the shareholders of the unlimited liability corporation, and
(d) a
conviction against, or ruling, order or judgment in favour of or against, the
limited corporation as of the date shown on the certificate of amendment, may
be enforced by or against the unlimited liability corporation or by or against
the shareholders of the unlimited liability corporation.
2005 c8 s9
Continuation of actions
after dissolution
15.7 Section 227 applies to a body corporate
that before its dissolution was an unlimited liability corporation, and in
addition
(a) the
liability of the shareholders for obligations of the unlimited liability
corporation arising from actions and proceedings commenced by or against it
before its dissolution or within 2 years after its dissolution is unlimited,
and
(b) any
shareholder, including a former shareholder who last ceased to be a shareholder
within 2 years prior to the date of dissolution, may be held responsible for
the full amount of any claim against the unlimited liability corporation that
originated before dissolution, regardless of the amount, if any, received by
the shareholder on the distribution of the corporation’s property at
dissolution.
2005 c8 s9;2005 c40 s3
Names of unlisted
shareholders
15.8 The listed shareholders of an unlimited
liability corporation shall provide to the Registrar on request the names and
addresses of all unlisted shareholders of the unlimited liability corporation.
2005 c8 s9
Warning on certificate
15.9(1) An
unlimited liability corporation must ensure that each share certificate issued
by it displays in a prominent position on the face of the certificate the information
that the liability of an owner of the share or shares represented by the
certificate for any liability, act or default of the unlimited liability
corporation is unlimited in extent and joint and several in nature.
(2) The
liability of a shareholder of an unlimited liability corporation is unaffected
by any failure of the unlimited liability corporation to comply with subsection
(1).
2005 c8 s9
Part 3
Capacity and Powers
Capacity of a
corporation
16(1) A corporation has the capacity and, subject to
this Act, the rights, powers and privileges of a natural person.
(2) A corporation has the capacity to carry on its
business, conduct its affairs and exercise its powers in any jurisdiction
outside Alberta to the extent that the laws of that jurisdiction permit.
1981 cB‑15 s15
Restriction on powers
17(1) It is not necessary for a bylaw to be passed in
order to confer any particular power on the corporation or its directors.
(2) A
corporation shall not carry on any business or exercise any power that it is
restricted by its articles from carrying on or exercising, nor shall the
corporation exercise any of its powers in a manner contrary to its articles.
(3) No act of a corporation, including any transfer
of property to or by a corporation, is invalid by reason only that the act or
transfer is contrary to its articles or this Act.
1981 cB‑15 s16
No constructive notice
18 No person is affected by or is deemed to have
notice or knowledge of the contents of a document concerning a corporation by
reason only that the document has been filed by the Registrar or is available
for inspection at an office of the corporation.
1981 cB‑15 s17
Authority of directors,
officers and agents
19 A corporation, a guarantor of an obligation of
the corporation or a person claiming through the corporation may not assert
against a person dealing with the corporation or dealing with any person who
has acquired rights from the corporation
(a) that
the articles, bylaws or any unanimous shareholder agreement have not been
complied with,
(b) that
the persons named in the most recent notice filed by the Registrar under
section 106 or 113 are not the directors of the corporation,
(c) that
the place named as the registered office in the most recent notice filed by the
Registrar under section 20 is not the registered office of the corporation,
(d) that
the post office box designated as the address for service by mail in the most
recent notice filed by the Registrar under section 20 is not the address for
service by mail of the corporation,
(e) that
a person held out by the corporation as a director, an officer or an agent of
the corporation
(i) has not been duly appointed, or
(ii) has no authority to exercise a power or perform a duty that the
director, officer or agent might reasonably be expected to exercise or perform,
(f) that
a document issued by any director, officer or agent of the corporation with
actual or usual authority to issue the document is not valid or not genuine, or
(g) that
financial assistance referred to in section 45 or a sale, lease or exchange of
property referred to in section 190 was not authorized,
unless the person has, or by virtue of the person’s
position with or relationship to the corporation ought to have, knowledge of
those facts at the relevant time.
1981 cB‑15 s18
Part 4
Registered Office, Records and Seal
Registered office,
records office, address for service by mail
20(1) A corporation shall at all times have a
registered office within Alberta.
(2) A
notice of
(a) the
registered office,
(b) a
separate records office, if any, and
(c) the
post office box designated as the address for service by mail, if any,
must be sent to the
Registrar in the prescribed form together with the articles of incorporation.
(3) Subject
to subsection (4), the directors of the corporation may at any time
(a) change
the address of the registered office within Alberta,
(b) designate,
or revoke or change a designation of, a records office within Alberta, or
(c) designate,
or revoke or change a designation of, a post office box within Alberta as the
address for service by mail of the corporation.
(4) A
post office box designated as the corporation’s address for service by mail
shall not be designated as the corporation’s records office or registered office.
(5) A
corporation shall send to the Registrar, within 15 days after any change under
subsection (3) or (4), a notice of that change in the prescribed form, and the
Registrar shall file it.
(6) The
corporation shall ensure that its registered office and its records office are
(a) accessible
to the public during normal business hours, and
(b) readily
identifiable from the address or other description given in the notice referred
to in subsection (2).
(7) Unless the directors designate a separate records
office, the registered office of a corporation is also its records office.
1981 cB‑15
s19;1983 c20 s3
Corporate records
21(1) A corporation shall prepare and maintain at its
records office records containing
(a) the
articles and the bylaws, all amendments to the articles and bylaws, a copy of
any unanimous shareholder agreement and any amendment to a unanimous
shareholder agreement,
(b) minutes
of meetings and resolutions of shareholders,
(c) copies
of all notices required by section 106 or 113,
(d) a
securities register complying with section 49,
(e) copies
of the financial statements, reports and information referred to in section
155(1), and
(f) a
register of disclosures made pursuant to section 120.
(2) Notwithstanding
subsection (1), a central securities register may be maintained at an office in
Alberta of a corporation’s agent referred to in section 49(3)(a), and a branch
securities register may be kept at any place in or out of Alberta designated by
the directors.
(3) If
a central securities register is maintained under subsection (2) at a place
other than the records office, the corporation shall maintain at its records
office a record containing the names and addresses of all agents and offices at
which those registers are maintained and descriptions of all those registers.
(4) A
corporation that
(a) complies
with section 24(2), and
(b) maintains
in Canada a register or record referred to in subsection (3)
complies with
subsection (1).
(5) In
addition to the records described in subsection (1), a corporation shall
prepare and maintain adequate accounting records and records containing minutes
of meetings and resolutions of the directors and any committee of the
directors.
(6) For
the purposes of subsections (1)(b) and (2), if a body corporate is continued
under this Act, “records” includes similar records required by law to be
maintained by the body corporate before it was so continued.
(7) The
records described in subsection (5) shall be kept at the registered office or
records office of the corporation or at any other place the directors think fit
and shall at all reasonable times be open to examination by the directors.
(8) If
accounting records of a corporation are kept at a place outside Alberta, there
shall be kept at the registered office or records office or at any other place
in Alberta the directors think fit, accounting records adequate to enable the
directors to ascertain the financial position of the corporation with
reasonable accuracy on a quarterly basis, and those records shall at all
reasonable times be open to examination by the directors.
(8.1) Notwithstanding subsections (1) and
(8), a corporation may keep all or any of its corporate records and accounting
records referred to in subsection (1) or (2) at a place outside Alberta only if
(a) the
records are available for examination, by means of a computer terminal or other
technology, during regular office hours at the registered office or any other
place in Alberta designated by the directors, and
(b) the
corporation provides the technical assistance to facilitate an examination
referred to in clause (a).
(9) A corporation that, without reasonable cause,
contravenes this section is guilty of an offence and liable to a fine not
exceeding $5000.
RSA 2000 cB‑9
s21;2005 c8 s10
Additional copies to
Registrar
22 A corporation shall provide to the Registrar on
request an additional copy in legible written form of any document previously
sent to or filed with the Registrar pursuant to this Act or a regulation under
this Act.
1987 c15 s3
Access to corporate
records
23(1) The directors and shareholders of a
corporation, their agents and legal representatives may examine the records
referred to in section 21(1) during the usual business hours of the corporation
free of charge.
(2) A
shareholder of a corporation is entitled on request and without charge to one
copy of the articles and bylaws and of any unanimous shareholder agreement, and
amendments to them.
(3) Creditors
of a corporation and their agents and legal representatives may examine the
records referred to in section 21(1)(a), (c) and (d), other than a unanimous
shareholder agreement or an amendment to a unanimous shareholder agreement,
during the usual business hours of the corporation on payment of a reasonable fee
and may make copies of those records.
(4) Any
person may examine the records referred to in section 21(1)(c) and (d) during
the usual business hours of the corporation on payment of a reasonable fee and
may make copies of those records.
(5) If
the corporation is a distributing corporation, any person, on payment of a
reasonable fee and on sending to the corporation or its agent the statutory
declaration referred to in subsection (9), may on application require the
corporation or its agent to furnish within 10 days from the receipt of the
statutory declaration a list, referred to in this section as the “basic list”,
made up to a date not more than 10 days before the date of receipt of the
statutory declaration setting out
(a) the
names of the shareholders of the corporation,
(b) the
number of shares owned by each shareholder, and
(c) the
address of each shareholder,
as shown on the
records of the corporation.
(6) A
person requiring a corporation to supply a basic list may, if the person states
in the statutory declaration referred to in subsection (5) that the person
requires supplemental lists, require the corporation or its agent on payment of
a reasonable fee to furnish supplemental lists setting out any changes from the
basic list in the information provided in it for each business day following
the date the basic list is made up to.
(7) The
corporation or its agent shall furnish a supplemental list required under
subsection (6)
(a) on
the date the basic list is furnished, if the information relates to changes
that took place prior to that date, and
(b) on
the business day following the day to which the supplemental list relates, if
the information relates to changes that take place on or after the date the
basic list is furnished.
(8) A
person requiring a corporation to supply a basic list or a supplemental list
may also require the corporation to include in that list the name and address
of any known holder of an option or right to acquire shares in the corporation.
(9) The
statutory declaration required under subsection (5) shall state
(a) the
name and address of the applicant,
(b) the
name and address for service of the body corporate if the applicant is a body
corporate, and
(c) that
the basic list and any supplemental lists obtained pursuant to subsection (6)
will not be used except as permitted under subsection (11).
(10) If
the applicant is a body corporate, the statutory declaration shall be made by a
director or officer of the body corporate.
(11) A
list of shareholders obtained under this section must not be used by any person
except in connection with
(a) an
effort to influence the voting of shareholders of the corporation,
(b) an
offer to acquire shares of the corporation, or
(c) any
other matter relating to the affairs of the corporation.
(12) A person who, without reasonable cause,
contravenes this section is guilty of an offence and liable to a fine of not
more than $5000 or to imprisonment for a term of not more than 6 months or to
both.
1981 cB‑15 s21
Form of records
24(1) All registers and other records required by
this Act to be prepared and maintained may be in a bound or loose‑leaf
form or in a photographic film form, or may be entered or recorded by any
system of mechanical or electronic data processing or any other information
storage device that is capable of reproducing any required information in
legible written form within a reasonable time.
(2) If
a person is entitled to examine any register or record that is maintained by a
corporation in a form other than a written form and makes a request of the
corporation to do so, the corporation shall
(a) make
available to that person within a reasonable time a reproduction of the text of
the register or record in legible written form, or
(b) provide
facilities to enable that person to examine the text of the register or record
in an legible written form otherwise than by providing a reproduction of that
text,
and shall allow that
person to make copies of that register or record.
(3) A
corporation and its agents shall take reasonable precautions to
(a) prevent
loss or destruction of,
(b) prevent
falsification of entries in, and
(c) facilitate
detection and correction of inaccuracies in,
the registers and
other records required by this Act to be prepared and maintained.
(4) A person who, without reasonable cause,
contravenes this section is guilty of an offence and liable to a fine of not
more than $5000 or to imprisonment for a term of not more than 6 months or to
both.
1981 cB‑15 s22
Corporate seal
25(1) A corporation may adopt and change a corporate
seal that shall contain the name of the corporation.
(2) A
document executed on behalf of a corporation by a director, an officer or an
agent of the corporation, is not invalid only because the corporate seal is not
affixed to the document.
(3) Share
certificates of a corporation may be issued under its corporate seal or a
facsimile of that corporate seal.
(4) A
document requiring authentication by a corporation may be signed by a director
or the secretary or other authorized officer of the corporation and need not be
under its corporate seal.
(5) A corporation may adopt a facsimile of its
corporate seal for use in any other jurisdiction outside Alberta that complies
with the laws of that jurisdiction.
1981 cB‑15 s23
Part 5
Corporate Finance
Shares and classes of
shares
26(1) Shares of a corporation shall be in registered
form and shall be without nominal or par value.
(2) If
a body corporate is continued under this Act, a share with nominal or par value
issued by the body corporate before it was so continued is, for the purpose of
subsection (1), deemed to be a share without nominal or par value.
(3) If
a corporation has only one class of shares, the rights of the holders of those
shares are equal in all respects and include the rights
(a) to
vote at any meeting of shareholders of the corporation,
(b) to
receive any dividend declared by the corporation, and
(c) to
receive the remaining property of the corporation on dissolution.
(4) The
articles may provide for more than one class of shares and, if they so provide,
(a) the
rights, privileges, restrictions and conditions attaching to the shares of each
class shall be set out in the articles, and
(b) the
rights set out in subsection (3) shall be attached to at least one class of
shares but all of those rights are not required to be attached to one class.
(5) Subject to section 29, if a corporation has
more than one class of shares, the rights of the holders of the shares of any
class are equal in all respects.
1981 cB‑15 s24
Issue of shares
27(1) Subject to the articles, the bylaws and any
unanimous shareholder agreement and to section 30, shares may be issued at the
times and to the persons and for the consideration that the directors
determine.
(2) Shares
issued by a corporation are non‑assessable and the holders are not liable
to the corporation or to its creditors in respect of those shares.
(3) A
share shall not be issued until the consideration for the share is fully paid
in money or in property or past service that is not less in value than the fair
equivalent of the money that the corporation would have received if the share
had been issued for money.
(4) In
determining whether property or past service is the fair equivalent of a money
consideration, the directors may take into account reasonable charges and
expenses of organization and reorganization and payments for property and past
services reasonably expected to benefit the corporation.
(5) For
the purposes of this section, “property” does not include a promissory note or
promise to pay given by a person buying a share or a person who deals not at
arm’s length, within the meaning of that expression in the Income Tax Act
(Canada), with a person buying a share.
RSA 2000 cB‑9
s27;2005 c8 s11
Splitting of shares
27.1(1) Where
the only issued shares of a corporation are of one class, the directors may
authorize the splitting of the shares by resolution.
(2) Where a corporation has issued more
than one class of shares, each class of shareholder shall vote separately on a
special resolution to approve the proposed splitting of the shares of any
class.
(3) Where the directors have authorized
the splitting of shares under subsection (1), they must notify the shareholders
within 60 days in accordance with section 255 of the manner in which the issued
shares have been split.
2005 c8 s12
Stated capital accounts
28(1) A corporation shall maintain a separate stated
capital account for each class and series of shares it issues.
(2) A
corporation shall add to the appropriate stated capital account the full amount
of any consideration it receives for any shares it issues.
(3) Notwithstanding
section 27(3) and subsection (2) of this section, if a corporation issues
shares
(a) in
exchange for
(i) property, other than a promissory note or promise to pay, or
(ii) issued shares of the corporation of a different class or series,
or
(b) pursuant
to
(i) an amalgamation agreement referred to in section 182 or 187, or
(ii) an arrangement referred to in section 193(1)(b) or (c)
to shareholders of an
amalgamating body corporate who receive the shares in addition to or instead of
securities of the amalgamated body corporate,
the corporation may
add the whole or any part of the amount of the consideration it receives in the
exchange to the stated capital accounts maintained for the shares of the
classes or series issued.
(4) On
the issue of a share, a corporation shall not add to a stated capital account
in respect of the share it issues an amount greater than the amount of the
consideration it received for the share.
(5) If
a corporation proposes to add any amount to a stated capital account it
maintains in respect of a class or series of shares and
(a) the
amount to be added was not received by the corporation as consideration for the
issue of shares, and
(b) the
corporation has issued any outstanding shares of more than one class or series,
the addition to the
stated capital account must be approved by special resolution unless all the
issued and outstanding shares are shares of not more than 2 classes of
convertible shares referred to in section 39(5).
(6) When
a body corporate is continued under this Act, it may add to a stated capital
account any consideration received by it for a share it issued.
(7) A
corporation at any time may, subject to subsection (5), add to a stated capital
account any amount it credited to a retained earnings or other surplus account.
(8) When
a body corporate is continued under this Act, subsection (2) does not apply to
the consideration received by it before it was so continued unless the share in
respect of which the consideration is received is issued after the corporation
is so continued.
(9) When
a body corporate is continued under this Act, any amount unpaid in respect of a
share issued by the body corporate before it was so continued and paid after it
was so continued must be added to the stated capital account maintained for the
shares of that class or series.
(10) When
a body corporate is continued under this Act, the stated capital of each class
and series of shares of the corporation immediately following its continuance
is deemed to equal the paid up capital of each class and series of shares of
the body corporate immediately prior to its continuance.
(11) A
corporation shall not reduce its stated capital or any stated capital account
except in the manner provided in this Act.
(12) Subsections
(1) to (11) and any other provisions of this Act relating to stated capital do
not apply to an open‑end mutual fund.
(13) In subsection (12), “open‑end mutual
fund” means a corporation that makes a distribution to the public of its shares
and that carries on only the business of investing the consideration it
receives for the shares it issues, and all or substantially all of those shares
are redeemable on the demand of a shareholder.
1981 cB‑15
s26;1983 c20 s5;1987 c15 s4
Shares in series
29(1) The
articles may authorize, subject to any limitations set out in them, the issue
of any class of shares in one or more series and may do either or both of the
following:
(a) fix
the number of shares in each series and determine the designation, rights,
privileges, restrictions and conditions attaching to the shares of each series;
(b) authorize
the directors to fix the number of shares in each series and to determine the
designation, rights, privileges and conditions attaching to the shares of each
series at the time the shares are issued.
(2) If
any cumulative dividends or amounts payable on return of capital in respect of
a series of shares are not paid in full, the shares of all series of the same
class participate rateably in respect of accumulated dividends and return of
capital.
(3) No
rights, privileges, restrictions or conditions attached to a series of shares
authorized under this section shall confer on shares of a series
(a) greater
voting rights than are attached to shares of any other series in the same class
that are then outstanding, or
(b) a
priority in respect of dividends or return of capital over shares of any other
series in the same class that are then outstanding.
(4) Subsection
(3) does not apply to a right or privilege to exchange a share or shares for,
or to convert a share or shares into, a share or shares of another class.
(5) If the directors exercise their
authority under subsection (1)(b), they shall, before the issue of shares of
the series, send to the Registrar articles of amendment in the prescribed form
to designate a series of shares.
(6) On
receipt of articles of amendment designating a series of shares, the Registrar
shall issue a certificate of amendment in accordance with section 267.
(7) The articles of the corporation are amended
accordingly on the date shown in the certificate of amendment.
RSA 2000 cB‑9
s29;2005 c8 s13
Shareholder’s pre-emptive right
30(1) If the articles or a unanimous shareholder
agreement so provides, no shares of a class shall be issued unless the shares
have first been offered to the shareholders holding shares of that class, and
those shareholders have a pre‑emptive right to acquire the offered shares
in proportion to their holdings of the shares of that class, at the same price
and on the same terms as those shares are to be offered to others.
(2) Notwithstanding
that the articles provide the pre‑emptive right referred to in subsection
(1), shareholders have no pre‑emptive right in respect of shares to be
issued
(a) for
a consideration other than money,
(b) as
a share dividend, or
(c) pursuant to the exercise of conversion
privileges, options or rights previously granted by the corporation.
1981 cB‑15 s28
Options and other rights
to acquire securities
31(1) A corporation may issue certificates, warrants
or other evidences of conversion privileges, options or rights to acquire
securities of the corporation, and shall set out their conditions
(a) in
the certificates, warrants or other evidences, or
(b) in
certificates evidencing the securities to which the conversion privileges,
options or rights are attached.
(2) Conversion
privileges, options and rights to purchase securities of a corporation may be
made transferable or non‑transferable, and options and rights to purchase
may be made separable or inseparable from any securities to which they are
attached.
(3) If a corporation has granted privileges to convert
any securities issued by the corporation into shares, or into shares of another
class or series, or has issued or granted options or rights to acquire shares,
the corporation shall reserve and continue to reserve sufficient authorized
shares to meet the exercise of those conversion privileges, options and rights.
1981 cB‑15 s29
Prohibited share
holdings
32(1) Except as provided in subsections (2) and (2.1)
and sections 33 to 36, a corporation
(a) shall
not hold shares in itself or in its holding body corporate, and
(b) shall
not permit any of its subsidiary bodies corporate to acquire shares of the
corporation.
(2) Not
more than 1% of the issued shares of each class of shares of a holding body
corporate may be held by all the subsidiaries of the holding body corporate.
(2.1) A corporation may from time to time
hold shares in itself, or a subsidiary of the corporation may from time to time
hold shares in the corporation, for a maximum of 30 days.
(2.2) At
the expiry of the 30‑day period set out in subsection (2.1), the
corporation or the subsidiary of the corporation shall
(a) cancel
the shares, on the condition that if the articles of the corporation limit the
number of authorized shares, the cancelled shares may be restored to the status
of authorized but unissued shares,
(b) return
the consideration received by the corporation or the subsidiary of the
corporation to the person or persons who paid it, and
(c) cancel
the entry for the consideration in the stated capital account of the
corporation or the subsidiary of the corporation.
(2.3) Subsection
(2) does not apply to shares held by a corporation or a subsidiary of a
corporation under subsection (2.1).
(3) Subject
to subsections (2) and (4), a corporation shall cause a subsidiary body corporate
of the corporation that holds shares of the corporation to sell or otherwise
dispose of those shares within 5 years from the date that
(a) the
body corporate became a subsidiary of the corporation, or
(b) the
corporation was continued under this Act.
(4) This section does not apply to shares acquired
by the subsidiary body corporate before the commencement of this Act.
RSA 2000 cB‑9
s32;2005 c8 s14
Exception
33(1) A corporation may in the capacity of a legal
representative hold shares in itself or in its holding body corporate unless it
or the holding body corporate or a subsidiary of either of them has a
beneficial interest in the shares.
(2) A
corporation may hold shares in itself or in its holding body corporate by way
of security for the purposes of a transaction entered into by it in the
ordinary course of a business that includes the lending of money.
(3) A
corporation holding shares in itself or in its holding body corporate shall not
vote or permit those shares to be voted unless the corporation
(a) holds
the shares in the capacity of a legal representative, and
(b) has
complied with section 153.
(4) A
corporation shall not permit any of its subsidiary bodies corporate holding
shares in the corporation to vote those shares or permit those shares to be
voted unless the subsidiary body corporate satisfies the requirements of
subsection (3).
RSA 2000 cB‑9
s33;2005 c8 s15
Acquisition by
corporation of its own shares
34(1) Subject to subsection (2) and to its articles,
a corporation may purchase or otherwise acquire shares issued by it.
(2) A
corporation shall not make any payment to purchase or otherwise acquire shares
issued by it if there are reasonable grounds for believing that
(a) the
corporation is, or would after the payment be, unable to pay its liabilities as
they become due, or
(b) the
realizable value of the corporation’s assets would after the payment be less
than the aggregate of its liabilities and stated capital of all classes.
(3) Subject
to any unanimous shareholder agreement, a corporation that is not a
distributing corporation shall, within 30 days after the purchase of any of its
issued shares, notify its shareholders in accordance with section 255
(a) of
the number of shares it has purchased,
(b) of
the names of the shareholders from whom it has purchased the shares,
(c) of
the price paid for the shares,
(d) if
the consideration was other than cash, of the nature of the consideration given
and the value attributed to it, and
(e) of
the balance, if any, remaining due to shareholders or shareholders from whom it
purchased the shares.
(4) Subject to any unanimous shareholder agreement,
a shareholder of a corporation other than a distributing corporation is
entitled on request and without charge to a copy of the agreement between the
corporation and any of its other shareholders under which the corporation has
agreed to purchase, or has purchased, any of its own shares.
1981 cB‑15 s32
Alternative acquisition
by corporation of its own shares
35(1) Notwithstanding section 34(2), a corporation
may, subject to subsection (3) and to its articles, purchase or otherwise
acquire shares issued by it to
(a) settle
or compromise a debt or claim asserted by or against the corporation,
(b) eliminate
fractional shares, or
(c) fulfil
the terms of a non‑assignable agreement under which the corporation has
an option or is obliged to purchase shares owned by a director, an officer or
an employee of the corporation.
(2) Notwithstanding
section 34(2), a corporation may purchase or otherwise acquire shares issued by
it to
(a) satisfy
the claim of a shareholder who dissents under section 191, or
(b) comply
with an order under section 242.
(3) A
corporation shall not make any payment to purchase or acquire under subsection
(1) shares issued by it if there are reasonable grounds for believing that
(a) the
corporation is, or would after the payment be, unable to pay its liabilities as
they become due, or
(b) the
realizable value of the corporation’s assets would after the payment be less than
the aggregate of its liabilities and the amounts required for payment on a
redemption or in a liquidation of all shares the holders of which have the
right to be paid prior to the holders of the shares to be purchased or
acquired.
(4) For the purposes of this section and
sections 36(2), 38(3), 43, 185(2)(a) and 191(20), “liabilities” does not
include the stated capital amount attributed to, or the amount payable on
redemption or in liquidation in respect of, any shares of the corporation.
RSA 2000 cB‑9 s35;2005
c8 s16
Redemption of shares
36(1) Notwithstanding section 34(2) or 35(3), a
corporation may, subject to subsection (2) and to its articles, purchase or
redeem any redeemable shares issued by it at prices not exceeding the
redemption price of those shares stated in the articles or calculated according
to a formula stated in the articles.
(2) A
corporation shall not make any payment to purchase or redeem any redeemable
shares issued by it if there are reasonable grounds for believing that
(a) the
corporation is, or would after the payment be, unable to pay its liabilities as
they become due, or
(b) the
realizable value of the corporation’s assets would after the payment be less
than the aggregate of
(i) its liabilities, and
(ii) the amount that would be required to pay the
holders of shares that have a right to be paid, on a redemption or in a
liquidation, rateably with or prior to the holders of the shares to be
purchased or redeemed.
1981 cB‑15 s34
Donated and escrowed
shares
37(1) A corporation may accept from any shareholder a
share of the corporation
(a) that
is surrendered to it as a gift, or
(b) that
has been held in escrow pursuant to an escrow agreement required by the
Executive Director and that is surrendered pursuant to that agreement.
(2) The corporation may not extinguish or reduce a
liability in respect of an amount unpaid on a share surrendered under
subsection (1)(a) except in accordance with section 38.
1981 cB‑15
s35;1988 c7 s3;1995 c28 s64
Other reduction of
stated capital
38(1) Subject to subsection (3), a corporation may by
special resolution reduce its stated capital for any purpose including, without
limiting the generality of the foregoing, the purpose of
(a) extinguishing
or reducing a liability in respect of an amount unpaid on any share,
(b) distributing
to the holders of the issued shares of any class or series of shares an amount
not exceeding the stated capital of the class or series, and
(c) declaring
its stated capital to be reduced by an amount that is not represented by
realizable assets.
(2) A
special resolution under this section shall specify the capital account or
accounts from which the reduction of stated capital effected by the special
resolution is to be deducted.
(3) A
corporation shall not reduce its stated capital for any purpose, other than the
purpose mentioned in subsection (1)(c), if there are reasonable grounds for
believing that
(a) the
corporation is, or would after the reduction be, unable to pay its liabilities
as they become due, or
(b) the
realizable value of the corporation’s assets would thereby be less than the
aggregate of its liabilities.
(4) A
creditor of a corporation is entitled to apply to the Court for an order
compelling a shareholder or other recipient
(a) to
pay to the corporation an amount equal to any liability of the shareholder that
was extinguished or reduced contrary to this section, or
(b) to
pay or deliver to the corporation any money or property that was paid or
distributed to the shareholder or other recipient as a consequence of a
reduction of capital made contrary to this section.
(5) An
action to enforce a liability imposed by this section may not be commenced
after 2 years from the date of the action complained of.
(6) This section does not affect any liability that
arises under section 118.
1981 cB‑15 s36
Adjustment of stated
capital account
39(1) On a purchase, redemption or other acquisition
by a corporation under section 34, 35, 36, 46, 191 or 242(3)(g) of shares or
fractions of shares issued by it, the corporation shall deduct from the stated
capital account maintained for the class or series of shares purchased,
redeemed or otherwise acquired an amount equal to the result obtained by
multiplying the stated capital of the shares of that class or series by the
number of shares or fractions of shares of that class or series purchased,
redeemed or otherwise acquired, divided by the number of issued shares of that
class or series immediately before the purchase, redemption or other
acquisition.
(2) A
corporation shall deduct the amount of a payment made by the corporation to a
shareholder under section 242(3)(h) from the stated capital account maintained
for the class or series of shares in respect of which the payment was made.
(3) A
corporation shall adjust its stated capital account or accounts in accordance
with a special resolution referred to in section 38(2).
(4) On
a conversion or a change under section 173, 192, 193 or 242 of issued shares of
a corporation into shares of another class or series, the corporation shall
(a) deduct
from the stated capital account maintained for the class or series of shares
converted or changed an amount equal to the result obtained by multiplying the
stated capital of the shares of that class or series by the number of shares of
that class or series converted or changed, divided by the number of issued
shares of that class or series immediately before the conversion or change, and
(b) add
the result obtained under clause (a) and any additional consideration pursuant
to the conversion or change to the stated capital account maintained or to be
maintained for the class or series of shares into which the shares have been
converted or changed.
(5) For
the purposes of subsection (4) and subject to its articles, if a corporation
issues 2 classes of shares and there is attached to each class a right to
convert a share of the one class into a share of the other class and a share of
one class is converted into a share of the other class, the amount of stated
capital attributable to a share in either class is the aggregate of the stated
capital of both classes divided by the number of issued shares of both classes
immediately before the conversion.
(6) Shares
or fractions of shares issued by a corporation and purchased, redeemed or
otherwise acquired by it shall either be cancelled or restored to the status of
authorized but unissued shares.
(7) For
the purposes of this section, a corporation holding shares in itself as
permitted by section 33(1) and (2) is deemed not to have purchased, redeemed or
otherwise acquired those shares.
(8) Shares
issued by a corporation and converted pursuant to their terms or changed under
section 173, 192, 193 or 242 into shares of another class or series shall
become issued shares of the class or series of shares into which the shares
have been converted or changed.
(9) If issued shares of a class or series have
become, pursuant to subsection (8), issued shares of another class or series,
the number of unissued shares of the first‑mentioned class or series
must, unless the articles of amendment or reorganization otherwise provide, be
increased by the number of shares that, pursuant to subsection (8), became
shares of another class or series.
1981 cB‑15 s37
Repayment, acquisition
and reissue of debt obligations
40(1) Debt obligations issued, pledged, hypothecated
or deposited by a corporation are not redeemed by reason only that the
indebtedness evidenced by the debt obligations or in respect of which the debt
obligations are issued, pledged, hypothecated or deposited is repaid, and those
obligations remain obligations of the corporation until they are discharged.
(2) Debt obligations issued by a corporation and
purchased, redeemed or otherwise acquired by it may be cancelled or, subject to
any applicable trust indenture or other agreement, may be reissued, pledged or
hypothecated to secure any obligation of the corporation then existing or
thereafter incurred, and any such acquisition and reissue, pledge or
hypothecation is not a cancellation of the debt obligations.
1981 cB‑15
s37.1;1983 c20 s6
Enforceability of
contract against corporation
41(1) A contract with a corporation providing for the
purchase by it of shares of the corporation is specifically enforceable against
the corporation except to the extent that the corporation cannot perform the
contract without being in breach of section 34 or 35.
(2) In
an action brought on a contract referred to in subsection (1), the corporation
has the burden of proving that performance of the contract is prevented by
section 34 or 35.
(3) Until the corporation has fully performed a
contract referred to in subsection (1), the other party to that contract
retains the status of a claimant and is entitled to be paid as soon as the
corporation is lawfully able to do so or, in liquidation, to be ranked
subordinate to the rights of creditors and to the rights of any class of
shareholders whose rights were in priority to the rights given to the class of
shares that the claimant contracted to sell to the corporation, but in priority
to the rights of the other shareholders.
1981 cB‑15 s38
Commission on sale of
shares
42 The directors may authorize the corporation to
pay a reasonable commission to any person in consideration of the person’s
purchasing or agreeing to purchase shares of the corporation from the
corporation or from any other person, or procuring or agreeing to procure
purchasers for shares of the corporation.
1981 cB‑15 s39
Dividends
43 A corporation shall not declare or pay a
dividend if there are reasonable grounds for believing that
(a) the
corporation is, or would after the payment be, unable to pay its liabilities as
they become due, or
(b) the realizable value of the corporation’s
assets would thereby be less than the aggregate of its liabilities and stated
capital of all classes.
1981 cB‑15 s40
Form of dividend
44(1) A corporation may pay a dividend by issuing
fully paid shares of the corporation and, subject to section 43, a corporation
may pay a dividend in money or property.
(2) If
shares of a corporation are issued in payment of a dividend, the directors may
add all or part of the value of those shares to the stated capital account
maintained or to be maintained for the shares of the class or series issued in
payment of the dividend.
RSA 2000 cB‑9
s44;2005 c8 s17
Financial assistance
45(1) In this section, “financial assistance” means
financial assistance by means of a loan, guarantee or otherwise.
(2) A
corporation may give financial assistance to any person for any purpose.
(3) Subject
to subsection (4), a corporation must disclose to its shareholders, in
accordance with the regulations, financial assistance that the corporation
gives to
(a) a
shareholder or director of the corporation or of an affiliated corporation,
(b) an
associate of a shareholder or director of the corporation or of an affiliated
corporation, or
(c) any
person for the purpose of or in connection with a purchase of a share issued or
to be issued by the corporation or an affiliated corporation.
(4) A
corporation is not required to disclose to its shareholders financial
assistance that it gives
(a) to
any person in the ordinary course of business if the lending of money is part
of the ordinary business of the corporation,
(b) to
any person on account of expenditures incurred or to be incurred on behalf of
the corporation,
(c) to
a holding body corporate if the corporation is a wholly owned subsidiary of the
holding body corporate,
(d) to
a subsidiary body corporate of the corporation,
(e) to
employees of the corporation or any of its affiliates
(i) to enable them to purchase or erect or to assist them in
purchasing or erecting living accommodation for their own occupation, or
(ii) in accordance with a plan for the purchase of shares of the
corporation or any of its affiliates to be held by a trustee,
or
(f) to
any person if all the shareholders have consented to giving the financial
assistance.
(5) A contract made by a corporation in
contravention of this section may be enforced by the corporation or by a lender
for value in good faith without notice of the contravention.
1981 cB‑15
s42;2000 c10 s2
Shareholder immunity
46(1) The shareholders of a corporation are not, as
shareholders, liable for any liability, act or default of the corporation except
under section 38(4), 146(7) or 227(4) or Part 2.1.
(2) The
articles may provide that the corporation has a lien on a share registered in
the name of a shareholder or the shareholder’s legal representative for a debt
of that shareholder to the corporation, including an amount unpaid in respect
of a share issued by a body corporate on the date that it was continued under
this Act.
(3) A corporation may enforce a lien referred to in
subsection (2) in accordance with its bylaws.
RSA 2000 cB‑9
s46;2005 c8 s18;2006 cS‑4.5 s106
Part 6
Security Certificates,
Registers and Transfers
Division 1
Interpretation and General
Transfers of securities
47 Except as otherwise provided
in this Act and the Civil Enforcement Act, the transfer or transmission
of a security is governed by the Securities Transfer Act.
RSA 2000 cB‑9
s47;2006 cS‑4.5 s106
Security certificates
48(1) A security holder is entitled at the security
holder’s option to a security certificate that complies with this Act or a non‑transferable
written acknowledgment of the security holder’s right to obtain a security
certificate from a corporation in respect of the securities of that corporation
held by the security holder.
(2) A
corporation may charge a fee in an amount not exceeding the maximum amount
prescribed in the regulations for a security certificate issued in respect of a
transfer.
(3) A
corporation is not required to issue more than one security certificate in
respect of securities held jointly by several persons, and delivery of a certificate
to one of several joint holders is sufficient delivery to all.
(4) A
security certificate must be signed by at least one director or officer of the
corporation or by or on behalf of a registrar, transfer agent or branch
transfer agent of the corporation or by a trustee who certifies it in
accordance with a trust indenture.
(5) Any
signatures required on a security certificate may be printed or otherwise
mechanically reproduced on it.
(6) If
a security certificate contains a printed or mechanically reproduced signature
of a person, the corporation may issue the security certificate,
notwithstanding that the person has ceased to be a director or an officer of
the corporation, and the security certificate is as valid as if the person were
a director or an officer at the date of its issue.
(7) There
shall be stated legibly on the face of each share certificate issued by a
corporation
(a) the
name of the corporation,
(b) the
words “Incorporated under the Business
Corporations Act”,
(c) the
name of the person to whom it was issued, and
(d) the
number and class of shares and the designation of any series that the
certificate represents.
(8) Repealed
2006 cS‑4.5 s106.
(9) A
distributing corporation whose shares are held by more than one person shall not
restrict the transfer of its shares except by way of a constraint permitted
under section 174.
(10) There
shall be stated legibly on a share certificate issued by a corporation that is
authorized to issue shares of more than one class or series
(a) the
rights, privileges, restrictions and conditions attached to the shares of each
class and series that exists when the share certificate is issued, or
(b) that
the class or series of shares that it represents has rights, privileges,
restrictions or conditions attached to it and that the corporation will furnish
to a shareholder, on demand and without charge, a full copy of the text of
(i) the rights, privileges, restrictions and conditions attached to
each class authorized to be issued and to each series insofar as they have been
fixed by the directors, and
(ii) the authority of the directors to fix the rights, privileges,
restrictions and conditions of subsequent series.
(11) If
a share certificate issued by a corporation contains the statement mentioned in
subsection (10)(b), the corporation shall furnish to a shareholder, on demand
and without charge, a full copy of the text of
(a) the
rights, privileges, restrictions and conditions attached to each class
authorized to be issued and to each series insofar as they have been fixed by
the directors, and
(b) the
authority of the directors to fix the rights, privileges, restrictions and
conditions of subsequent series.
(12) A
corporation may issue a certificate for a fractional share or may issue in its
place scrip certificates in a form that entitles the holder to receive a
certificate for a full share by exchanging scrip certificates aggregating a
full share.
(13) The
directors may attach conditions to any scrip certificates issued by a
corporation, including conditions that
(a) the
scrip certificates become void if they are not exchanged for a share
certificate representing a full share before a specified date, and
(b) any
shares for which those scrip certificates are exchangeable may, notwithstanding
any pre‑emptive right, be issued by the corporation to any person and the
proceeds of those shares distributed rateably to the holders of the scrip
certificates.
(14) A
holder of a fractional share issued by a corporation is not entitled to
exercise voting rights or to receive a dividend in respect of the fractional
share, unless
(a) the
fractional share results from a consolidation of shares, or
(b) the
articles of the corporation otherwise provide.
(15) A holder of a scrip certificate is not entitled
to exercise voting rights or to receive a dividend in respect of the scrip
certificate.
RSA 2000 cB‑9
s48;2005 c8 s19;2006 cS‑4.5 s106
Securities records
49(1) A corporation shall maintain a securities
register in which it records the securities issued by it in registered form,
showing with respect to each class or series of securities
(a) the
names, alphabetically arranged, and the latest known address of each person who
is or has been a security holder,
(b) the
number of securities held by each security holder, and
(c) the
date and particulars of the issue and transfer of each security.
(2) A
corporation shall keep the information entered in the register referred to in
subsection (1) for the period of time prescribed in the regulations.
(3) A
corporation may appoint
(a) one
or more trust corporations as its agent or agents to maintain a central
securities register or registers, and
(b) an
agent or agents to maintain a branch securities register or registers.
(4) Registration
of the issue or transfer of a security in the central securities register or in
a branch securities register is complete and valid registration for all
purposes.
(5)
A branch securities register shall contain particulars of securities issued or
transferred at that branch.
(6) Particulars
of each issue or transfer of a security registered in a branch securities
register shall also be kept in the corresponding central securities register.
(7) Neither
a corporation, nor its agent nor a trustee defined in section 81(1) is required
to produce
(a) a
cancelled security certificate in registered form, an instrument referred to in
section 31(1) that is cancelled or a like cancelled instrument in registered
form 6 years after the date of its cancellation,
(b) a
cancelled security certificate in bearer form or an instrument referred to in
section 31(1) that is cancelled or a like cancelled instrument in bearer form
after the date of its cancellation, or
(c) an instrument referred to in section 31(1)
or a like instrument, irrespective of its form, after the date of its expiry.
1981 cB‑15
s46;1987 c15 s8;1991 cL‑26.5 s335(7)
Dealings with registered
holders and transmission on death
50(1) A corporation or a trustee as defined in
section 81(1) may, subject to sections 133, 134 and 137 and the Civil
Enforcement Act, treat the registered owner of a security as the person
exclusively entitled to vote, to receive notices, to receive any interest,
dividend or other payments in respect of the security, and otherwise to
exercise all the rights and powers of an owner of the security.
(2) Notwithstanding
subsection (1), but subject to a unanimous shareholder agreement, a corporation
whose articles restrict the right to transfer its securities shall, and any
other corporation may, treat a person as a registered security holder entitled
to exercise all the rights of the security holder the person represents if that
person furnishes evidence as described in section 87(3) of the Securities
Transfer Act to the corporation that the person is
(a) the
executor, administrator, heir or legal representative of the heirs of the
estate of a deceased security holder,
(b) a
guardian, committee, trustee, curator or tutor representing a registered
security holder who is an infant, an incompetent person or a missing person, or
(c) a
liquidator of, or a trustee in bankruptcy for, a registered security holder.
(3) If
a person on whom the ownership of a security devolves by operation of law,
other than a person described in subsection (2), furnishes proof of the person’s
authority to exercise rights or privileges in respect of a security of the
corporation that is not registered in the person’s name, the corporation shall
treat that person as entitled to exercise those rights or privileges.
(4) A
corporation is not required to inquire into the existence of, or see to the
performance or observance of, any duty owed to a third person by a registered
holder of any of its securities or by anyone whom it treats, as permitted or
required by this section, as the owner or registered holder of the securities.
(5) If
an infant exercises any rights of ownership in the securities of a corporation,
no subsequent repudiation or avoidance is effective against the corporation.
(6) A
corporation shall treat as owner of a security the survivors of persons to whom
the security was issued if
(a) it
receives proof satisfactory to it of the death of any joint holder of the
security, and
(b) the
security provides that the persons to whom the security was issued are joint
holders with right of survivorship.
(7) Subject
to any applicable law relating to the collection of taxes, a person referred to
in subsection (2)(a) is entitled to become a registered holder or to designate
a registered holder, if the person deposits with the corporation or its
transfer agent
(a) the
original grant of probate or of letters of administration, or a copy of it
certified to be a true copy by
(i) the court that granted the probate or letters of administration,
(ii) a trust company incorporated under the laws of Canada or a
province or territory, or
(iii) a lawyer or notary acting on behalf of the person referred to in
subsection (2)(a),
or
(b) in
the case of transmission by notarial will in the Province of Quebec, a copy of
the will authenticated pursuant to the laws of that province,
together with
(c) an
affidavit, statutory declaration or declaration of transmission made by a
person referred to in subsection (2)(a), stating the particulars of the
transmission, and
(d) the
security certificate that was owned by the deceased holder
(i) in the case of a transfer to a person referred to in subsection
(2)(a), with or without the endorsement of that person, and
(ii) in the case of a transfer to any other person, endorsed in
accordance with section 29 of the Securities Transfer Act,
and accompanied with any
assurance the corporation may require under section 87 of the Securities
Transfer Act.
(8) Notwithstanding
subsection (7), if the laws of the jurisdiction governing the transmission of a
security of a deceased holder do not require a grant of probate or of letters
of administration in respect of the transmission, a legal representative of the
deceased holder is entitled, subject to any applicable law relating to the
collection of taxes, to become a registered holder or to designate a registered
holder, if the legal representative deposits with the corporation or its
transfer agent
(a) the
security certificate that was owned by the deceased holder, and
(b) reasonable
proof of the governing laws, of the deceased holder’s interest in the security
and of the right of the legal representative or the person the legal
representative designates to become the registered holder.
(9) Deposit of the documents required by subsection
(7) or (8) empowers a corporation or its transfer agent to record in a
securities register the transmission of a security from the deceased holder to
a person referred to in subsection (2)(a) or to any person that the person
referred to in subsection (2)(a) may designate and, subsequently, to treat the
person who thus becomes a registered holder as the owner of the security.
RSA 2000 cB‑9
s50;2006 cS‑4.5 s106
Overissue
51(1) When
there has been an overissue within the meaning of the Securities Transfer
Act and the corporation subsequently amends its articles, or a trust
indenture to which it is a party, to increase its authorized securities to a
number equal to or in excess of the number of securities previously authorized
plus the amount of the securities overissued, the securities so overissued are
valid from the date of their issue.
(2) Subsection
(1) does not apply if the issuer has purchased and delivered a security in
accordance with section 67(2) or (3) of the Securities Transfer Act.
(3) A purchase or payment in accordance with
section 67(2) or (3) of the Securities Transfer Act is not a purchase or
payment to which section 34, 35, 36 or 39 applies.
RSA 2000 cB‑9
s51;2006 cS‑4.5 s106
52 to 80 Repealed 2006 cS‑4.5 s106.
Part 7
Corporate Borrowing
Division 1
Trust Indentures
Interpretation and
application
81(1) In this Division,
(a) “event
of default” means an event specified in a trust indenture on the occurrence of
which
(i) a security interest constituted by the trust indenture becomes
enforceable, or
(ii) the principal, interest and other money payable under the trust
indenture become or may be declared to be payable before maturity,
but the event is not an
event of default until all conditions prescribed by the trust indenture in
connection with that event for the giving of notice or the lapse of time or
otherwise have been satisfied;
(b) “trustee”
means any person appointed as trustee under the terms of a trust indenture to
which a corporation is a party and includes any successor trustee;
(c) “trust
indenture” means any deed, indenture or other instrument, including any
supplement or amendment to it, made by a corporation after its incorporation or
continuance under this Act, under which the corporation issues debt obligations
and in which a person is appointed as trustee for the holders of the debt
obligations issued under it.
(2) This Division applies to a trust indenture only
if the debt obligations issued or to be issued under the trust indenture are
part of a distribution to the public.
1981 cB‑15 s77
Conflict of interest
82(1) No person shall be appointed as trustee if
there is a material conflict of interest between the person’s role as trustee
and the person’s role in any other capacity.
(2) A
trustee shall, within 90 days after the trustee becomes aware that a material
conflict of interest exists,
(a) eliminate
the conflict of interest, or
(b) resign
from office.
(3) A
trust indenture, any debt obligations issued under it and a security interest
effected by it are valid notwithstanding a material conflict of interest of the
trustee.
(4) If a trustee contravenes subsection (1) or (2),
any interested person may apply to the Court for an order that the trustee be
replaced, and the Court may make an order on any terms it thinks fit.
1981 cB‑15 s78
Qualification of trustee
83 A trustee, or at least one of the trustees if
more than one is appointed, shall be a trust corporation.
1981 cB‑15
s79;1991 cL‑26.5 s335(7)
List of security holders
84(1) A holder of debt obligations issued under a
trust indenture may, on payment to the trustee of a reasonable fee, require the
trustee to furnish within 15 days after delivering to the trustee the statutory
declaration referred to in subsection (4), a list setting out
(a) the
names and addresses of the registered holders of the outstanding debt
obligations,
(b) the
principal amount of outstanding debt obligations owned by each of those
holders, and
(c) the
aggregate principal amount of debt obligations outstanding, as shown on the
records maintained by the trustee on the day that the statutory declaration is
delivered to that trustee.
(2) On
the demand of a trustee, the issuer of debt obligations shall furnish the
trustee with the information required to enable the trustee to comply with
subsection (1).
(3) If
the person requiring the trustee to furnish a list under subsection (1) is a
body corporate, the statutory declaration required under that subsection shall
be made by a director or officer of the body corporate.
(4) The
statutory declaration required under subsection (1) shall state
(a) the
name and address of the person requiring the trustee to furnish the list and,
if the person is a body corporate, the address for service of the body
corporate, and
(b) that
the list will not be used except as permitted under subsection (5).
(5) A
list obtained under this section shall not be used by any person except in
connection with
(a) an
effort to influence the voting of the holders of debt obligations,
(b) an
offer to acquire debt obligations, or
(c) any
other matter relating to the debt obligations or the affairs of the issuer or
guarantor of the debt obligations.
(6) A person who, without reasonable cause,
contravenes subsection (5) is guilty of an offence and liable to a fine of not
more than $5000 or to imprisonment for a term of not more than 6 months or to
both.
1981 cB‑15 s80
Evidence of compliance
85(1) An issuer or a guarantor of debt obligations
issued or to be issued under a trust indenture shall before the doing of any
act under clause (a), (b) or (c), furnish the trustee with evidence of
compliance with the conditions in the trust indenture relating to
(a) the
issue, certification and delivery of debt obligations under the trust
indenture,
(b) the
release or release and substitution of property subject to a security interest
constituted by the trust indenture, or
(c) the
satisfaction and discharge of the trust indenture.
(2) On the demand of a trustee, the issuer or
guarantor of debt obligations issued or to be issued under a trust indenture
shall furnish the trustee with evidence of compliance with the trust indenture
by the issuer or guarantor in respect of any act to be done by the trustee at
the request of the issuer or guarantor.
1981 cB‑15 s81
Contents of declaration
86 Evidence of compliance as required by section 85
shall consist of
(a) a
statutory declaration or certificate made by a director or an officer of the
issuer or guarantor stating that the conditions referred to in that section
have been complied with, and
(b) if
the trust indenture requires compliance with conditions that are subject to
review
(i) by legal counsel, an opinion of legal counsel that those
conditions have been complied with, and
(ii) by an auditor or accountant, an opinion or
report of the auditor of the issuer or guarantor, or any other accountant the
trustee may select, that those conditions have been complied with.
1981 cB‑15 s82
Further evidence of
compliance
87 The evidence of compliance referred to in
section 86 shall include a statement by the person giving the evidence
(a) declaring
that the person has read and understands the conditions of the trust indenture
described in section 85,
(b) describing
the nature and scope of the examination or investigation on which the person
based the certificate, statement or opinion, and
(c) declaring that the person has made any
examination or investigation that the person believes necessary to enable the
person to make the statements or give the opinions contained or expressed in
it.
1981 cB‑15 s83
Trustee may require
evidence of compliance
88(1) On the demand of a trustee, the issuer or
guarantor of debt obligations issued under a trust indenture shall furnish the
trustee with evidence in any form the trustee may require as to compliance with
any condition of the trust indenture relating to any action required or
permitted to be taken by the issuer or guarantor under the trust indenture.
(2) At least once in each 12‑month period
beginning on the date of the trust indenture and at any other time on the
demand of a trustee, the issuer or guarantor of debt obligations issued under a
trust indenture shall furnish the trustee with a certificate that the issuer or
guarantor has complied with all requirements contained in the trust indenture
that, if not complied with, would, with the giving of notice, lapse of time or
otherwise, constitute an event of default, or, if there has been failure to so
comply, giving particulars of the failure.
1981 cB‑15 s84
Notice of default
89 The trustee shall, within 30 days after the
trustee becomes aware of its occurrence, give to the holders of debt
obligations issued under a trust indenture, notice of every event of default
arising under the trust indenture and continuing at the time that the notice is
given, unless the trustee reasonably believes that it is in the best interests
of the holders of the debt obligations to withhold the notice and so informs
the issuer or guarantor in writing.
1981 cB‑15 s85
Trustee’s duty of care
90 A trustee in exercising the trustee’s powers and
discharging the trustee’s duties shall
(a) act
honestly and in good faith with a view to the best interests of the holders of
the debt obligations issued under the trust indenture, and
(b) exercise the care, diligence and skill of a
reasonably prudent trustee.
1981 cB‑15 s86
Trustee’s reliance on statements
91 Notwithstanding section 90, a trustee is not
liable if the trustee relies in good faith on statements contained in a
statutory declaration, certificate, opinion or report that complies with this
Act or the trust indenture.
1981 cB‑15 s87
No exculpation of
trustee by agreement
92 No term of a trust indenture or of any agreement
between
(a) a
trustee and the holders of debt obligations issued under the trust indenture,
or
(b) between
the trustee and the issuer or guarantor
shall operate so as to relieve a trustee from the duties
imposed on the trustee by section 90.
1981 cB‑15 s88
Part 8
Receivers and Receiver‑Managers
Functions of receiver
93 A receiver of any property of a corporation may,
subject to the rights of secured creditors, receive the income from the
property, pay the liabilities connected with the property and realize the
security interest of those on behalf of whom the receiver is appointed, but,
except to the extent permitted by the Court, the receiver may not carry on the
business of the corporation.
1981 cB‑15 s89
Functions of
receiver-manager
94 A receiver of a corporation may, if the receiver
is also appointed receiver‑manager of the corporation, carry on any
business of the corporation to protect the security interest of those on behalf
of whom the receiver is appointed.
1981 cB‑15 s90
Directors’ powers during receivership
95 If a receiver‑manager is appointed by the
Court or under an instrument, the powers of the directors of the corporation
that the receiver‑manager is authorized to exercise may not be exercised
by the directors until the receiver‑manager is discharged.
1981 cB‑15 s91
Court-appointed receiver
or receiver-manager
96 A receiver or receiver‑manager
appointed by the Court shall act in accordance with the directions of the
Court.
1981 cB‑15 s92
Duty under debt
obligation
97 A receiver or receiver‑manager appointed
under an instrument shall act in accordance with that instrument and any
direction of the Court made under section 99.
1981 cB‑15 s93
Duty of care
98 A receiver or receiver‑manager of a
corporation appointed under an instrument shall
(a) act
honestly and in good faith, and
(b) deal with any property of the corporation in
the receiver’s or receiver‑manager’s possession or control in a
commercially reasonable manner.
1981 cB‑15 s94
Powers of the Court
99 On an application by a receiver or receiver‑manager,
whether appointed by the Court or under an instrument, or on an application by
any interested person, the Court may make any order it thinks fit including,
without limiting the generality of the foregoing, any or all of the following:
(a) an
order appointing, replacing or discharging a receiver or receiver‑manager
and approving the receiver’s or receiver‑manager’s accounts;
(b) an
order determining the notice to be given to any person or dispensing with
notice to any person;
(c) an
order fixing the remuneration of the receiver or receiver‑manager;
(d) an
order
(i) requiring the receiver or receiver‑manager, or a person by
or on behalf of whom the receiver or receiver‑manager is appointed, to
make good any default in connection with the receiver’s or receiver‑manager’s
custody or management of the property and business of the corporation;
(ii) relieving any of those persons from any default on any terms the
Court thinks fit;
(iii) confirming any act of the receiver or receiver‑manager;
(e) an
order that the receiver or receiver‑manager make available to the
applicant any information from the accounts of the receiver’s or receiver‑manager’s
administration that the Court specifies;
(f) an order giving directions on any matter
relating to the duties of the receiver or receiver‑manager.
1981 cB‑15
s95;1987 c15 s9
Duties of receiver and
receiver-manager
100 A receiver or receiver‑manager shall
(a) immediately
notify the Registrar of the receiver’s or receiver‑manager’s appointment
or discharge,
(b) take
into the receiver’s or receiver‑manager’s custody and control the
property of the corporation in accordance with the Court order or instrument
under which the receiver or receiver‑manager is appointed,
(c) open
and maintain a bank account in the receiver’s or receiver‑manager’s name
as receiver or receiver‑manager of the corporation for the money of the
corporation coming under the receiver’s or receiver‑manager’s control,
(d) keep
detailed accounts of all transactions carried out by the receiver or receiver‑manager
as receiver or receiver‑manager,
(e) keep
accounts of the receiver’s or receiver‑manager’s administration that must
be available during usual business hours for inspection by the directors of the
corporation,
(f) prepare
at least once in every 6‑month period after the date of the receiver’s or
receiver‑manager’s appointment financial statements of the receiver’s or
receiver‑manager’s administration as far as is practicable in the form
required by section 155, and, subject to any order of the Court, file a copy of
them with the Registrar within 60 days after the end of each 6‑month
period, and
(g) on
completion of the receiver’s or receiver‑manager’s duties,
(i) render a final account of the receiver’s or receiver‑manager’s
administration in the form adopted for interim accounts under clause (f),
(ii) send a copy of the final report to the Registrar who shall file
it, and
(iii) send a copy of the final report to each
director of the corporation.
1981 cB‑15 s96
Part 9
Directors and Officers
Directors
101(1) Subject to any unanimous shareholder agreement,
the directors shall manage or supervise the management of the business and
affairs of a corporation.
(2) A corporation shall have one or more directors
but a distributing corporation whose shares are held by more than one person
shall have not fewer than 3 directors, at least 2 of whom are not officers or
employees of the corporation or its affiliates.
RSA 2000 cB‑9
s101;2005 c8 s20
Bylaws
102(1) Unless the articles, bylaws or a unanimous
shareholder agreement otherwise provide, the directors may, by resolution,
make, amend or repeal any bylaws that regulate the business or affairs of the
corporation.
(2) The
directors shall submit a bylaw, or an amendment or a repeal of a bylaw, made
under subsection (1) to the shareholders at the next meeting of shareholders,
and the shareholders may, by ordinary resolution, confirm, reject or amend the
bylaw, amendment or repeal.
(3) A
bylaw, or an amendment or a repeal of a bylaw, is effective from the date of
the resolution of the directors under subsection (1) until it is confirmed,
confirmed as amended or rejected by the shareholders under subsection (2) or
until it ceases to be effective under subsection (4) and, if the bylaw is
confirmed or confirmed as amended, it continues in effect in the form in which
it was so confirmed.
(4) If
a bylaw, or an amendment or a repeal of a bylaw, is rejected by the
shareholders, or if the directors do not submit a bylaw, or an amendment or a
repeal of a bylaw, to the shareholders as required under subsection (2), the
bylaw, amendment or repeal ceases to be effective and no subsequent resolution
of the directors to make, amend or repeal a bylaw having substantially the same
purpose or effect is effective until it is confirmed or confirmed as amended by
the shareholders.
(5) A shareholder entitled to vote at an annual
meeting of shareholders may in accordance with section 136 make a proposal to
make, amend or repeal a bylaw.
1981 cB‑15 s98
General borrowing powers
103(1) Unless the articles or bylaws of, or a
unanimous shareholder agreement relating to, a corporation otherwise provide,
the directors of a corporation may, without authorization of the shareholders,
(a) borrow
money on the credit of the corporation,
(b) issue,
reissue, sell or pledge debt obligations of the corporation,
(c) subject
to section 45, give a guarantee on behalf of the corporation to secure
performance of an obligation of any person, and
(d) mortgage,
hypothecate, pledge or otherwise create a security interest in all or any
property of the corporation, owned or subsequently acquired, to secure any
obligation of the corporation.
(2) Notwithstanding sections 115(3) and 121(a),
unless the articles or bylaws of or a unanimous shareholder agreement relating
to a corporation otherwise provide, the directors may, by resolution, delegate
the powers referred to in subsection (1) to a director, a committee of
directors or an officer.
1981 cB‑15 s98.1
Organization meeting
104(1) After issue of the certificate of
incorporation, a meeting of the directors of the corporation shall be held at
which the directors may
(a) make
bylaws,
(b) adopt
forms of security certificates and corporate records,
(c) authorize
the issue of securities,
(d) appoint
officers,
(e) appoint
an auditor to hold office until the first annual meeting of shareholders,
(f) make
banking arrangements, and
(g) transact
any other business.
(2) Subsection
(1) does not apply to a body corporate to which a certificate of amalgamation
has been issued under section 185 or 187 or to which a certificate of continuance
has been issued under section 188.
(3) An
incorporator or a director may call the meeting of directors referred to in
subsection (1) by giving not less than 5 days’ notice of the meeting to each
director, stating the date, time and place of the meeting.
(4) A director may waive notice under subsection
(3).
1981 cB‑15 s99
Qualifications of
directors
105(1) The following persons are disqualified from
being a director of a corporation:
(a) anyone
who is less than 18 years of age;
(b) anyone
who
(i) is a dependent adult as defined in the Dependent Adults Act or is the subject of a certificate of
incapacity under that Act,
(ii) is a formal patient as defined in the Mental Health Act,
(iii) is the subject of an order under The Mentally Incapacitated Persons Act, RSA 1970 c232, appointing a
committee of the person or estate, or both, or
(iv) has been found to be a person of unsound mind by a court
elsewhere than in Alberta;
(c) a
person who is not an individual;
(d) a
person who has the status of bankrupt.
(2) Unless
the articles otherwise provide, a director of a corporation is not required to
hold shares issued by the corporation.
(3) At
least 1/4 of the directors of a corporation must be resident Canadians.
(4) Repealed
2005 c8 s21.
(5) A
person who is elected or appointed a director is not a director unless
(a) the
person was present at the meeting when the person was elected or appointed and
did not refuse to act as a director, or
(b) if
the person was not present at the meeting when the person was elected or
appointed,
(i) the person consented to act as a director in writing before the
person’s election or appointment or within 10 days after it, or
(ii) the person has acted as a director pursuant to the election or
appointment.
(6) For the purpose of subsection (5), a person who
is elected or appointed a director and refuses under subsection (5)(a) or fails
to consent or act under subsection (5)(b) is deemed not to have been elected or
appointed a director.
RSA 2000 cB‑9
s105;2005 c8 s21
Election and appointment
of directors
106(1) At the time of sending articles of
incorporation, the incorporators shall send to the Registrar a notice of
directors in the prescribed form and the Registrar shall file the notice.
(2) Each
director named in the notice referred to in subsection (1) holds office from
the issue of the certificate of incorporation until the first meeting of
shareholders.
(3) Subject
to subsection (9)(a) and section 107, shareholders of a corporation shall, by
ordinary resolution at the first meeting of shareholders and at each succeeding
annual meeting at which an election of directors is required, elect directors
to hold office for a term expiring not later than the close of the next annual
meeting of shareholders following the election.
(4) If
the articles so provide, the directors may, between annual general meetings,
appoint one or more additional directors of the corporation to serve until the
next annual general meeting, but the number of additional directors shall not
at any time exceed 1/3 of the number of directors who held office at the
expiration of the last annual meeting of the corporation.
(5) It
is not necessary that all directors elected at a meeting of shareholders hold
office for the same term.
(6) A
director not elected for an expressly stated term ceases to hold office at the
close of the first annual meeting of shareholders following the director’s
election.
(7) Notwithstanding
subsections (2), (3) and (6), if directors are not elected at a meeting of
shareholders, the incumbent directors continue in office until their successors
are elected.
(8) If
a meeting of shareholders fails to elect the number or the minimum number of
directors required by the articles by reason of the disqualification or death
of any candidate, the directors elected at that meeting may exercise all the
powers of the directors if the number of directors so elected constitutes a
quorum.
(9) The
articles or a unanimous shareholder agreement may provide for the election or
appointment of a director or directors
(a) for
terms expiring not later than the close of the 3rd annual meeting of
shareholders following the election, and
(b) by creditors or employees of the corporation
or by a class or classes of those creditors or employees.
1981 cB‑15
s101;1983 c20 s11
Cumulative voting
107 If the articles provide for cumulative voting,
(a) the
articles shall require a fixed number and not a minimum and maximum number of
directors,
(b) each
shareholder entitled to vote at an election of directors has the right to cast
a number of votes equal to the number of votes attached to the shares held by
the shareholder multiplied by the number of directors to be elected, and the
shareholder may cast all those votes in favour of one candidate or distribute
them among the candidates in any manner,
(c) a
separate vote of shareholders shall be taken with respect to each candidate
nominated for director unless a resolution is passed unanimously permitting 2
or more candidates to be elected by a single resolution,
(d) if
a shareholder votes for more than one candidate without specifying the
distribution of the shareholder’s votes among the candidates, the shareholder
is deemed to have distributed the votes equally among the candidates for whom
the shareholder voted,
(e) if
the number of candidates nominated for director exceeds the number of positions
to be filled, the candidates who receive the least number of votes shall be
eliminated until the number of candidates remaining equals the number of
positions to be filled,
(f) each
director ceases to hold office at the close of the first annual meeting of
shareholders following the director’s election,
(g) a
director may not be removed from office if the votes cast against the
director’s removal would be sufficient to elect the director, and those votes
could be voted cumulatively, at an election at which the same total number of
votes were cast and the number of directors required by the articles were then
being elected, and
(h) the number of directors required by the
articles may not be decreased if the votes cast against the motion to decrease
would be sufficient to elect a director, and those votes could be voted
cumulatively, at an election at which the same total number of votes were cast
and the number of directors required by the articles were then being elected.
1981 cB‑15 s102
Ceasing to hold office
108(1) A director of a corporation ceases to hold
office when
(a) the
director dies or resigns,
(b) the
director is removed in accordance with section 109, or
(c) the
director becomes disqualified under section 105(1).
(2) A resignation of a director becomes effective
at the time a written resignation is sent to the corporation, or at the time
specified in the resignation, whichever is later.
1981 cB‑15 s103
Removal of directors
109(1) Subject to section 107(g) or a unanimous
shareholder agreement, the shareholders of a corporation may by ordinary
resolution at a special meeting remove any director or directors from office.
(2) If
the holders of any class or series of shares of a corporation have an exclusive
right to elect one or more directors, a director so elected may only be removed
by an ordinary resolution at a meeting of the shareholders of that class or
series.
(3) Subject
to section 107(b) to (e), a vacancy created by the removal of a director may be
filled at the meeting of the shareholders at which the director is removed or,
if not so filled, may be filled under section 111.
(4) A director elected or appointed under section
106(9) may be removed only by those persons having the power to elect or
appoint that director.
1981 cB‑15 s104
Attendance at meetings
110(1) A director of a corporation is entitled to
receive notice of and to attend and be heard at every meeting of shareholders.
(2) A
director who
(a) resigns,
(b) receives
a notice or otherwise learns of a meeting of shareholders called for the
purpose of removing the director from office, or
(c) receives
a notice or otherwise learns of a meeting of directors or shareholders at which
another person is to be appointed or elected to fill the office of director,
whether because of the director’s resignation or removal or because the
director’s term of office has expired or is about to expire,
is entitled to submit
to the corporation a written statement giving the reasons for the director’s
resignation or the reasons why the director opposes any proposed action or
resolution.
(3) A
corporation shall forthwith send a copy of the statement referred to in
subsection (2)
(a) to
every shareholder entitled to receive notice of any meeting referred to in
subsection (1) and,
(b) if
the corporation is a distributing corporation, to the director
unless the statement
is included in or attached to a management proxy circular required by section
150.
(4) No corporation or person acting on its behalf
incurs any liability by reason only of circulating a director’s statement in
compliance with subsection (3).
1981 cB‑15 s105
Filling vacancies
111(1) Notwithstanding section 114(3), a quorum of
directors may, subject to subsections (3) and (4), fill a vacancy among the
directors, except a vacancy resulting from an increase in the number or minimum
number of directors or from a failure to elect the number or minimum number of
directors required by the articles.
(2) If
there is not a quorum of directors, or if there has been a failure to elect the
number or minimum number of directors required by the articles, the directors
then in office shall forthwith call a special meeting of shareholders to fill
the vacancy and, if they fail to call a meeting or if there are no directors
then in office, the meeting may be called by any shareholder.
(3) If
the holders of any class or series of shares of a corporation or any other
class of persons have an exclusive right to elect one or more directors and a
vacancy occurs among those directors,
(a) subject
to subsection (4), the remaining directors elected by that class or series may
fill the vacancy except a vacancy resulting from an increase in the number or minimum
number of directors for that class or series or from a failure to elect the
number or minimum number of directors for that class or series, or
(b) if
there are no such remaining directors, any holder of shares of that class or
series or any member of that other class of persons, as the case may be, may
call a meeting of those shareholders or those persons for the purpose of
filling the vacancy.
(4) The
articles or a unanimous shareholder agreement may provide that a vacancy among
the directors shall only be filled by
(a) a
vote of the shareholders,
(b) a
vote of the holders of any class or series of shares having an exclusive right
to elect one or more directors if the vacancy occurs among the directors
elected by that class or series, or
(c) the
vote of any class of persons having an exclusive right to elect one or more
directors if the vacancy occurs among the directors elected by that class of
persons.
(5) A director appointed or elected to fill a
vacancy holds office for the unexpired term of the director’s predecessor.
1981 cB‑15 s106
Change in number of
directors
112(1) The shareholders of a corporation may amend the
articles to increase or, subject to section 107(h), to decrease the number of
directors or the minimum or maximum number of directors, but no decrease shall
shorten the term of an incumbent director.
(2) If the shareholders adopt an amendment to the
articles of a corporation to increase the number or minimum number of
directors, the shareholders may, at the meeting at which they adopt the
amendment, elect an additional number of directors authorized by the amendment,
and for that purpose, notwithstanding sections 179(1) and 267(3), on the issue
of a certificate of amendment the articles are deemed to be amended as of the
date on which the shareholders adopt the amendment to the articles.
1981 cB‑15 s107
Notice of change of
directors
113(1) Within 15 days after a change is made among the
directors, a corporation shall send to the Registrar a notice in the prescribed
form setting out the change and the Registrar shall file the notice.
(1.1) Within 15 days after a director
changes his or her address, the director or the corporation shall send to the
Registrar a notice in the prescribed form setting out the change, and the
Registrar shall file the notice.
(2) Any interested person, or the Registrar, may
apply to the Court for an order to require a corporation or a director, as the
case may be, to comply with this section, and the Court may so order and make
any further order it thinks fit.
RSA 2000 cB‑9
s113;2005 c8 s22
Meetings of directors
114(1) Unless the articles otherwise provide, the
directors may meet at any place and on any notice the bylaws require.
(2) Subject
to the articles or bylaws, a majority of the number of directors appointed
constitutes a quorum at any meeting of directors, and, notwithstanding any
vacancy among the directors, a quorum of directors may exercise all the powers
of the directors.
(3) Directors,
other than directors of a corporation referred to in section 105(4), shall not
transact business at a meeting of directors unless at least 1/4 of the
directors present are resident Canadians.
(4) Notwithstanding
subsection (3), directors may transact business at a meeting of directors when
fewer than 1/4 of the directors present are resident Canadians if
(a) a
resident Canadian director who is unable to be present approves in writing or
by electronic means, telephone or other communication device the business
transacted at the meeting, and
(b) the
number of resident Canadian directors present at the meeting, together with any
resident Canadian director who gives that director’s approval under clause (a),
totals at least 1/4 of the directors present at the meeting.
(5) A
notice of a meeting of directors shall specify any matter referred to in
section 115(3) that is to be dealt with at the meeting but, unless the bylaws
otherwise provide, need not specify the purpose or the business to be
transacted at the meeting.
(6) A
director may in any manner waive a notice of a meeting of directors, and
attendance of a director at a meeting of directors is a waiver of notice of the
meeting, except when a director attends a meeting for the express purpose of
objecting to the transaction of any business on the ground that the meeting is
not lawfully called.
(7) Notice
of an adjourned meeting of directors is not required to be given if the date,
time and place of the adjourned meeting is announced at the original meeting.
(8) If
a corporation has only one director, that director may constitute a meeting.
(9) A
director may participate in a meeting of directors or of a committee of
directors by electronic means, telephone or other communication facilities that
permit all persons participating in the meeting to hear each other if
(a) the
bylaws so provide, or
(b) subject
to the bylaws, all the directors of the corporation consent,
and a director participating in a meeting by those means is
deemed for the purposes of this Act to be present at that meeting.
RSA 2000 cB‑9 s114;2005
c8 s23
Delegation to managing
director or committee
115(1) The directors of a corporation may appoint from
their number a managing director, who must be a resident Canadian, or a
committee of directors and delegate to the managing director or committee any
of the powers of the directors.
(2) If
the directors of a corporation, other than a corporation referred to in section
105(4), appoint a committee of directors, at least 1/4 of the members of the
committee must be resident Canadians.
(3) Notwithstanding
subsection (1), no managing director and no committee of directors has
authority to
(a) submit
to the shareholders any question or matter requiring the approval of the
shareholders,
(b) fill
a vacancy among the directors or in the office of auditor,
(b.1) appoint
additional directors,
(c) issue
securities except in the manner and on the terms authorized by the directors,
(d) declare
dividends,
(e) purchase,
redeem or otherwise acquire shares issued by the corporation, except in the
manner and on the terms authorized by the directors,
(f) pay
a commission referred to in section 42,
(g) approve
a management proxy circular referred to in Part 12,
(h) approve
any financial statements referred to in section 155, or
(i) adopt, amend or repeal bylaws.
RSA 2000 cB‑9
s115;2005 c8 s24
Validity of acts of
directors, officers and committees
116(1) An act of a director or officer is valid
notwithstanding an irregularity in the director’s or officer’s election or
appointment or a defect in the director’s or officer’s qualification.
(2) An act of the directors or a committee of
directors is valid notwithstanding non‑compliance with section 105(3) or
(4), 114(3) or 115(2).
1981 cB‑15 s111
Resolution instead of
meeting
117(1) Subject to the articles, the bylaws or a
unanimous shareholder agreement, a resolution in writing, signed by all the
directors entitled to vote on that resolution at a meeting of directors or
committee of directors, is as valid as if it had been passed at a meeting of
directors or committee of directors.
(2) A
resolution in writing dealing with all matters required by this Act to be dealt
with at a meeting of directors, and signed by all the directors entitled to
vote at that meeting, satisfies all the requirements of this Act relating to
meetings of directors.
(3) A copy of every resolution referred to in
subsection (1) must be kept with the minutes of the proceedings of the
directors or committee of directors.
1981 cB‑15
s112;1987 c15 s13
Liability of directors
and others
118(1) Directors of a corporation who vote for or
consent to a resolution authorizing the issue of a share under section 27 for a
consideration other than money are jointly and severally liable to the
corporation to make good any amount by which the consideration received is less
than the fair equivalent of the money that the corporation would have received
if the share had been issued for money on the date of the resolution.
(2) Subsection
(1) does not apply if the shares, on allotment, are held in escrow pursuant to
an escrow agreement required by the Executive Director and are surrendered for
cancellation pursuant to that agreement.
(3) Directors
of a corporation who vote for or consent to a resolution authorizing
(a) a
purchase, redemption or other acquisition of shares contrary to section 34, 35
or 36,
(b) a
commission on a sale of shares not provided for in section 42,
(c) a
payment of a dividend contrary to section 43,
(d) financial
assistance contrary to section 45,
(e) a
payment of an indemnity contrary to section 124, or
(f) a
payment to a shareholder contrary to section 191 or 242,
are jointly and
severally liable to restore to the corporation any amounts so paid and the
value of any property so distributed, and not otherwise recovered by the
corporation.
(4) A
director who has satisfied a judgment rendered under this section is entitled
to contribution from the other directors who voted for or consented to the
unlawful act on which the judgment was founded.
(5) If
money or property of a corporation was paid or distributed to a shareholder or
other recipient contrary to section 34, 35, 36, 42, 43, 45, 124, 191 or 242,
the corporation, any director or shareholder of the corporation, or any person
who was a creditor of the corporation at the time of the payment or
distribution, is entitled to apply to the Court for an order under subsection
(6).
(6) On
an application under subsection (5), the Court may, if it is satisfied that it
is equitable to do so, do any or all of the following:
(a) order
a shareholder or other recipient to restore to the corporation any money or
property that was paid or distributed to the shareholder or other recipient
contrary to section 34, 35, 36, 42, 43, 45, 124, 191 or 242;
(b) order
the corporation to return or issue shares to a person from whom the corporation
has purchased, redeemed or otherwise acquired shares;
(c) make
any further order it thinks fit.
(7) A
director is not liable under subsection (1) if the director proves that the
director did not know and could not reasonably have known that the share was
issued for a consideration less than the fair equivalent of the money that the
corporation would have received if the share had been issued for money.
(8) A
director is not liable under subsection (3)(d) if the director proves that the
director did not know and could not reasonably have known that the financial
assistance was given contrary to section 45.
(9) An action to enforce a liability imposed by
this section may not be commenced after 2 years from the date of the resolution
authorizing the action complained of.
1981 cB‑15
s113;1988 c7 s3;1995 c28 s64
Directors’ liability for wages
119(1) Directors of a corporation are jointly and
severally liable to employees of the corporation for all debts not exceeding 6
months wages payable to each employee for services performed for the
corporation while they are directors.
(2) Subsection
(1) does not render a director liable for debts for wages
(a) if
the director believes on reasonable grounds that the corporation can pay the
debts as they become due, or
(b) if
the debts are payable to employees for services performed while the property of
the corporation is under the control of a receiver, receiver‑manager or
liquidator.
(3) A
director is not liable under subsection (1) unless
(a) the
corporation has been sued for the debt within 6 months after it has become due
and execution has been returned unsatisfied in whole or in part,
(b) the
corporation has commenced liquidation and dissolution proceedings or has been
dissolved and a claim for the debt has been proved within 6 months after the
earlier of the date of commencement of the liquidation and dissolution
proceedings and the date of dissolution, or
(c) the
corporation has made an assignment or a receiving order has been made against
it under the Bankruptcy and Insolvency
Act (Canada) and a claim for the debt has been proved within 6 months after
the date of the assignment or receiving order.
(4) No
action may be brought against a director under this section more than 2 years
after the date on which the director ceased to be a director.
(5) If
execution referred to in subsection (3)(a) has issued, the amount recoverable
from a director is the amount remaining unsatisfied after execution.
(6) If
a director pays a debt referred to in subsection (1) that is proved in
liquidation and dissolution or bankruptcy proceedings, the director is entitled
to any preference that the employee would have been entitled to, and if a
judgment has been obtained, the director is entitled to an assignment of the
judgment.
(7) A director who has satisfied a claim under this
section is entitled to contribution from the other directors who were liable
for the claim.
1981 cB‑15
s114;1987 c15 s14;1994 c23 s51
Disclosure by directors
and officers in relation to contracts
120(1) A director or officer of a corporation who
(a) is
a party to a material contract or material transaction or proposed material
contract or proposed material transaction with the corporation, or
(b) is
a director or an officer of or has a material interest in any person who is a
party to a material contract or material transaction or proposed material
contract or proposed material transaction with the corporation,
shall disclose in
writing to the corporation or request to have entered in the minutes of
meetings of directors the nature and extent of the director’s or officer’s
interest.
(2) Subject
to subsection (3), the disclosure required by subsection (1) shall be made, in
the case of a director,
(a) at
the meeting at which a proposed contract or transaction is first considered,
(b) if
the director was not interested in a proposed contract or transaction at the
time of the meeting referred to in clause (a), at the first meeting after the
director becomes so interested,
(c) if
the director becomes interested after a contract or transaction is made, at the
first meeting after the director becomes so interested, or
(d) if
a person who is interested in a contract or transaction later becomes a
director, at the first meeting after the director becomes a director.
(3) Where
a proposed contract or transaction is dealt with by resolution under section
117 instead of at a meeting, the disclosure that would otherwise be required to
be made in accordance with subsection (2)(a) or (b) shall be made
(a) forthwith
on receipt of the resolution, or
(b) if
the director was not interested in the proposed contract or transaction at the
time of receipt of the resolution, at the first meeting after the director
becomes so interested.
(4) The
disclosure required by subsection (1) shall be made, in the case of an officer
who is not a director,
(a) forthwith
after the officer becomes aware that the contract or transaction or proposed
contract or transaction is to be considered or has been considered at a meeting
of directors,
(b) if
the officer becomes interested after a contract or transaction is made,
forthwith after the officer becomes so interested, or
(c) if
a person who is interested in a contract or transaction later becomes an
officer, forthwith after the officer becomes an officer.
(5) If
a material contract or material transaction or proposed material contract or
proposed material transaction is one that, in the ordinary course of the
corporation’s business, would not require approval by the directors or
shareholders, a director or officer shall disclose in writing to the
corporation, or request to have entered in the minutes of meetings of
directors, the nature and extent of the director’s or officer’s interest forthwith
after the director or officer becomes aware of the contract or transaction or
proposed contract transaction.
(6) A
director referred to in subsection (1) shall not vote on any resolution to
approve the contract or transaction unless the contract or transaction is
(a) an
arrangement by way of security for money lent to or obligations undertaken by
the director, or by a body corporate in which the director has an interest, for
the benefit of the corporation or an affiliate,
(b) a
contract or transaction relating primarily to the director’s remuneration as a
director, officer, employee or agent of the corporation or an affiliate,
(c) a
contract or transaction for indemnity or insurance under section 124, or
(d) a
contract or transaction with an affiliate.
(7) For
the purpose of this section, a general notice to the directors by a director or
officer is a sufficient disclosure of interest in relation to any contract or
transaction made between the corporation and a person in which the director has
a material interest or of which the director is a director or officer if
(a) the
notice declares the director is a director or officer of or has a material
interest in the person and is to be regarded as interested in any contract or
transaction made or to be made by the corporation with that person, and states
the nature and extent of the director’s interest,
(b) at
the time disclosure would otherwise be required under subsection (2), (3), (4)
or (5), as the case may be, the extent of the director’s interest in that
person is not greater than that stated in the notice, and
(c) the
notice is given within the 12‑month period immediately preceding the time
at which disclosure would otherwise be required under subsection (2), (3), (4)
or (5), as the case may be.
(8) If
a material contract or material transaction is made between a corporation and
one or more of its directors or officers, or between a corporation and another
person of which a director or officer of the corporation is a director or
officer or in which the director or officer has a material interest,
(a) the
contract or transaction is neither void nor voidable by reason only of that
relationship, or by reason only that a director with an interest in the
contract or transaction is present at or is counted to determine the presence
of a quorum at a meeting of directors or committee of directors that authorized
the contract or transaction, and
(b) a
director or officer or former director or officer of the corporation to whom a
profit accrues as a result of the making of the contract or transaction is not
liable to account to the corporation for that profit by reason only of holding
office as a director or officer,
if the director or
officer disclosed the director’s or officer’s interest in accordance with
subsection (2), (3), (4), (5) or (7), as the case may be, and the contract or
transaction was approved by the directors or the shareholders and it was
reasonable and fair to the corporation at the time it was approved.
(8.1) Even if the conditions of subsection
(8) are not met, a director or officer acting honestly and in good faith is not
accountable to the corporation or to its shareholders for any profit realized
from a material contract or material transaction for which disclosure is
required under subsection (1), and the material contract or material
transaction is not void or voidable by reason only of the interest of the
director or officer in the material contract or material transaction, if
(a) the
material contract or material transaction was approved or confirmed by special
resolution at a meeting of the shareholders,
(b) disclosure
of the interest was made to the shareholders in a manner sufficient to indicate
its nature before the material contract or material transaction was approved or
confirmed, and
(c) the
material contract or material transaction was reasonable and fair to the
corporation when it was approved or confirmed.
(9) If
a director or an officer of a corporation fails to comply with this section, a
Court may, on application of the corporation or any of its shareholders, set
aside the material contract or material transaction on any terms that it thinks
fit, or require the director or officer to account to the corporation for any
profit or gain realized on it, or both.
(10) This section is subject to any unanimous
shareholder agreement.
RSA 2000 cB‑9
s120;2005 c8 s25
Officers
121 Subject to the articles, the bylaws or any
unanimous shareholder agreement,
(a) the
directors may designate the offices of the corporation, appoint as officers
individuals of full capacity, specify their duties and delegate to them powers
to manage the business and affairs of the corporation, except powers to do
anything referred to in section 115(3),
(b) a
director may be appointed to any office of the corporation, and
(c) 2 or more offices of the corporation may be
held by the same person.
1981 cB‑15 s116
Duty of care of
directors and officers
122(1) Every director and officer of a corporation in
exercising the director’s or officer’s powers and discharging the director’s or
officer’s duties shall
(a) act
honestly and in good faith with a view to the best interests of the
corporation, and
(b) exercise
the care, diligence and skill that a reasonably prudent person would exercise
in comparable circumstances.
(2) Every
director and officer of a corporation shall comply with this Act, the
regulations, articles, bylaws and any unanimous shareholder agreement.
(3) Subject
to section 146(7), no provision in a contract, the articles, the bylaws or a
resolution relieves a director or officer from the duty to act in accordance
with this Act or the regulations or relieves the director or officer from
liability for a breach of that duty.
(4) In determining whether a particular transaction
or course of action is in the best interests of the corporation, a director, if
the director is elected or appointed by the holders of a class or series of
shares or by employees or creditors or a class of employees or creditors, may
give special, but not exclusive, consideration to the interests of those who
elected or appointed the director.
1981 cB‑15 s117
Dissent by director
123(1) A director who is present at a meeting of
directors or committee of directors is deemed to have consented to any
resolution passed or action taken at the meeting unless
(a) the
director requests that the director’s abstention or dissent be, or the
director’s abstention or dissent is, entered in the minutes of the meeting,
(b) the
director sends the director’s written dissent to the secretary of the meeting
before the meeting is adjourned,
(c) the
director sends the director’s dissent by registered mail or delivers it to the
registered office of the corporation immediately after the meeting is
adjourned, or
(d) the
director otherwise proves that the director did not consent to the resolution
or action.
(2) A
director who votes for or consents to a resolution or action is not entitled to
dissent under subsection (1).
(3) A
director is not liable under section 118, and has complied with the director’s
duties under section 122, if the director exercises the care, diligence and
skill that a reasonably prudent person would exercise in comparable
circumstances, including reliance in good faith on
(a) financial
statements of the corporation represented to the director by an officer of the
corporation or in a written report of the auditor of the corporation to reflect
fairly the financial condition of the corporation, or
(b) an opinion or report of a lawyer,
accountant, engineer, appraiser or other person whose profession lends
credibility to a statement made by that person.
RSA 2000 cB‑9
s123;2005 c8 s26
Indemnification by
corporation
124(1) Except in respect of an action by or on behalf
of the corporation or body corporate to procure a judgment in its favour, a
corporation may indemnify a director or officer of the corporation, a former
director or officer of the corporation or a person who acts or acted at the
corporation’s request as a director or officer of a body corporate of which the
corporation is or was a shareholder or creditor, and the director’s or
officer’s heirs and legal representatives, against all costs, charges and
expenses, including an amount paid to settle an action or satisfy a judgment,
reasonably incurred by the director or officer in respect of any civil,
criminal or administrative action or proceeding to which the director or
officer is made a party by reason of being or having been a director or officer
of that corporation or body corporate, if
(a) the
director or officer acted honestly and in good faith with a view to the best
interests of the corporation, and
(b) in
the case of a criminal or administrative action or proceeding that is enforced
by a monetary penalty, the director or officer had reasonable grounds for
believing that the director’s or officer’s conduct was lawful.
(2) A
corporation may with the approval of the Court indemnify a person referred to
in subsection (1) in respect of an action by or on behalf of the corporation or
body corporate to procure a judgment in its favour, to which the person is made
a party by reason of being or having been a director or an officer of the
corporation or body corporate, against all costs, charges and expenses
reasonably incurred by the person in connection with the action if the person
fulfils the conditions set out in subsection (1)(a) and (b).
(3) Notwithstanding
anything in this section, a person referred to in subsection (1) is entitled to
indemnity from the corporation in respect of all costs, charges and expenses
reasonably incurred by the person in connection with the defence of any civil,
criminal or administrative action or proceeding to which the person is made a
party by reason of being or having been a director or officer of the
corporation or body corporate, if the person seeking indemnity
(a) was
substantially successful on the merits in the person’s defence of the action or
proceeding,
(b) fulfils
the conditions set out in subsection (1)(a) and (b), and
(c) is
fairly and reasonably entitled to indemnity.
(3.1) A corporation may advance funds to a
person in order to defray the costs, charges and expenses of a proceeding
referred to in subsection (1) or (2), but if the person does not meet the
conditions of subsection (3) he or she shall repay the funds advanced.
(4) A
corporation may purchase and maintain insurance for the benefit of any person
referred to in subsection (1) against any liability incurred by the person
(a) in
the person’s capacity as a director or officer of the corporation, except when
the liability relates to the person’s failure to act honestly and in good faith
with a view to the best interests of the corporation, or
(b) in
the person’s capacity as a director or officer of another body corporate if the
person acts or acted in that capacity at the corporation’s request, except when
the liability relates to the person’s failure to act honestly and in good faith
with a view to the best interests of the body corporate.
(5) A
corporation or a person referred to in subsection (1) may apply to the Court
for an order approving an indemnity under this section and the Court may so
order and make any further order it thinks fit.
(6) On an application under subsection (5), the
Court may order notice to be given to any interested person and that person is
entitled to appear and be heard in person or by counsel.
RSA 2000 cB‑9
s124;2005 c8 s29
Remuneration
125(1) Subject to the articles, the bylaws or any
unanimous shareholder agreement, the directors of a corporation may fix the
remuneration of the directors, officers and employees of the corporation.
(2) Disclosure of the aggregate remuneration of
directors, the aggregate remuneration of officers and the aggregate
remuneration of employees shall be made as prescribed.
1981 cB‑15 s120
Part 10
Insider Trading
Definitions
126 In this Part,
(a) “corporation”
does not include a distributing corporation;
(b) “insider”
means, with respect to a corporation,
(i) the corporation, in respect of the purchase or other acquisition
by it of shares issued by it or any of its affiliates,
(ii) a director or officer of the corporation,
(iii) a person who, with respect to at least 10% of the voting rights
attached to the voting shares of the corporation,
(A) beneficially owns, directly or indirectly, voting
shares carrying those voting rights,
(B) exercises control or direction over those
voting rights, or
(C) beneficially owns, directly or indirectly,
voting shares carrying some of those voting rights and exercises control or
direction over the remainder of those voting rights,
(iv) a person employed by the corporation or retained by it on a
professional or consulting basis,
(v) an affiliate of the corporation,
(vi) a person who receives specific confidential information from a
person described in this clause or in section 128 and who has knowledge that
the person giving the information is a person described in this clause or in
section 128, and
(vii) a person who receives specific confidential information from the
first mentioned person in subclause (vi) and who has knowledge that that person
received that knowledge in the manner described in that subclause;
(c) “voting share” means an issued and
outstanding share carrying voting rights under all circumstances or under any
circumstances that have occurred and are continuing.
1981 cB‑15 s121
Deemed insiders
127 For the purposes of this Part,
(a) a
director or an officer of a body corporate that is an insider of a corporation
is deemed to be an insider of the corporation,
(b) a
director or an officer of a body corporate that is a subsidiary is deemed to be
an insider of its holding corporation,
(c) a
person is deemed to own beneficially shares beneficially owned by a body
corporate controlled by the person directly or indirectly, and
(d) a body corporate is deemed to own
beneficially shares beneficially owned by its affiliates.
1981 cB‑15 s122
Deemed insiders
128 For the purposes of this Part,
(a) if
a body corporate becomes an insider of a corporation or enters into a business
combination with a corporation, a director or officer of the body corporate is
deemed to have been an insider of the corporation for the previous 6 months or
for any shorter period during which the director or officer was a director or
officer of the body corporate, and
(b) if a corporation becomes an insider of a
body corporate or enters into a business combination with a body corporate, a
director or officer of the body corporate is deemed to have been an insider of
the corporation for the previous 6 months or for any shorter period during
which the director or officer was a director or officer of the body corporate.
1981 cB‑15 s123
Business combination
defined
129 In section 128, “business combination” means an
acquisition of all or substantially all the property of one body corporate by
another or an amalgamation of 2 or more bodies corporate.
1981 cB‑15 s124
Civil liability of
insiders
130(1) An insider who sells to or purchases from a
shareholder of the corporation or any of its affiliates a security of the corporation
or any of its affiliates and in connection with that sale or purchase makes use
of any specific confidential information for the insider’s own benefit or
advantage that, if generally known, might reasonably be expected to affect
materially the value of the security
(a) is
liable to compensate any person for any direct loss suffered by that person as
a result of the transaction, unless the information was known or in the
exercise of reasonable diligence should have been known to that person at the
time of the transaction, and
(b) is
accountable to the corporation for any direct benefit or advantage received or
receivable by the insider as a result of the transaction.
(2) An action to enforce a right created by this
section may be commenced only within 2 years after the date of completion of
the transaction that gave rise to the cause of action.
1981 cB‑15 s125
Part 11
Shareholders
Place of shareholders’ meetings
131(1) Meetings of shareholders of a corporation must
be held at the place within Alberta provided in the bylaws or, in the absence
of such provision, at the place within Alberta that the directors
determine.
(2) Notwithstanding
subsection (1), a meeting of shareholders of a corporation may be held outside
Alberta if all the shareholders entitled to vote at that meeting so agree, and
a shareholder who attends a meeting of shareholders held outside Alberta is
deemed to have so agreed except when the shareholder attends the meeting for
the express purpose of objecting to the transaction of any business on the
ground that the meeting is not lawfully held.
(3) Subject
to any limitations or requirements set out in the regulations, if any, a
shareholder or any other person entitled to attend a meeting of shareholders
may participate in the meeting by electronic means, telephone or other
communication facilities that permit all persons participating in the meeting
to hear or otherwise communicate with each other if
(a) the
bylaws so provide, or
(b) subject
to the bylaws, all the shareholders entitled to vote at the meeting consent,
and a person
participating in a meeting by those means is deemed for the purposes of this
Act to be present at that meeting.
(3.1) If
the directors or the shareholders of a corporation call a meeting of
shareholders, the directors or the shareholders, as the case may be, may
determine that the meeting shall be held, in accordance with the regulation, if
any, entirely by electronic means, telephone or other communication facility
that permits all participants to communicate adequately with each other during
the meeting, if the bylaws so provide.
(4) Notwithstanding subsections (1) and (2), if the
articles so provide, meetings of shareholders may be held outside Alberta.
RSA 2000 cB‑9
s131;2005 c8 s28
Calling meetings
132(1) The directors of a corporation
(a) shall
call an annual meeting of shareholders to be held not later than 18 months
after
(i) the date of its incorporation, or
(ii) the date of its certificate of amalgamation, in the case of an
amalgamated corporation,
and subsequently not later
than 15 months after holding the last preceding annual meeting, and
(b) may
at any time call a special meeting of shareholders.
(2) Notwithstanding
subsection (1), the corporation may apply to the Court for an order extending
the time in which the first or the next annual meeting of the corporation shall
be held.
(3) Notice
of any application under subsection (2) by a distributing corporation shall be
filed with the Executive Director.
(4) If, on an application under subsection (2), the
Court is satisfied that it is in the best interests of the corporation, the
Court may extend the time in which the first or the next annual meeting of the
corporation shall be held, in any manner and on any terms it thinks fit.
1981 cB‑15
s127;1988 c7 s3;1995 c28 s64
Record dates
133(1) For the purpose of determining shareholders
(a) entitled
to receive payment of a dividend,
(b) entitled
to participate in a liquidation distribution, or
(c) for
any other purpose except the right to receive notice of or to vote at a
meeting,
the directors may fix
in advance a date as the record date for that determination of shareholders,
but that record date shall not precede by more than 50 days the particular
action to be taken.
(2) For
the purpose of determining shareholders entitled to receive notice of or to
vote at a meeting of shareholders, the directors may fix in advance a date as
the record date for that determination of shareholders, but that record date
shall not precede by more than 50 days or by less than 21 days the date on
which the meeting is to be held.
(3) If
no record date is fixed,
(a) the
record date for the determination of shareholders entitled to receive notice of
a meeting of shareholders shall be
(i) at the close of business on the last business day preceding the
day on which the notice is sent, or,
(ii) if no notice is sent, the day on which the meeting is held,
and
(b) the
record date for the determination of shareholders for any purpose other than to
establish a shareholder’s right to receive notice of or to vote at a meeting,
is to be at the close of business on the day on which the directors pass the
resolution relating to that purpose.
(4) If
the directors of a distributing corporation fix a record date then, unless
notice of the record date is waived in writing by every holder of a share of
the class or series affected whose name is set out in the securities register
at the close of business on the day the directors fixed the record date, notice
of the record date shall be given not less than 7 days before the date so fixed
(a) by
advertisement in a newspaper published or distributed in the place where the
corporation has its registered office and in each place in Canada where it has
a transfer agent or where a transfer of its shares may be recorded, and
(b) by written notice to each stock exchange in
Canada on which the shares of the corporation are listed for trading.
RSA 2000 cB‑9
s133;2005 c8 s29
Notice of meeting,
adjournment, business and notice of business
134(1) Notice of the time and place of a meeting of
shareholders shall be sent not less than 21 days and not more than 50 days
before the meeting,
(a) to
each shareholder entitled to vote at the meeting,
(b) to
each director, and
(c) to
the auditor of the corporation.
(2) Notwithstanding
section 255(3), a notice of a meeting of shareholders sent by mail to a
shareholder, director or auditor in accordance with section 255(1) is deemed to
be sent to the shareholder on the day on which it is deposited in the mail.
(3) A
notice of a meeting is not required to be sent to shareholders who were not
registered on the records of the corporation or its transfer agent on the
record date determined under section 133(2) or (3), but failure to receive a
notice does not deprive a shareholder of the right to vote at the meeting.
(4) If
a meeting of shareholders is adjourned by one or more adjournments for an
aggregate of less than 30 days it is not necessary, unless the bylaws otherwise
provide, to give notice of the adjourned meeting, other than by announcement at
the time of an adjournment.
(5) If
a meeting of shareholders is adjourned by one or more adjournments for an
aggregate of 30 days or more, notice of the adjourned meeting shall be given as
for an original meeting but, unless the meeting is adjourned by one or more
adjournments for an aggregate of more than 90 days, section 149(1) does not
apply.
(6) All
business transacted at a special meeting of shareholders and all business
transacted at an annual meeting of shareholders, except consideration of the
financial statements and auditor’s report, fixing the number of directors for
the following year, election of directors and reappointment of the incumbent
auditor, is deemed to be special business.
(7) Notice
of a meeting of shareholders at which special business is to be transacted
shall state
(a) the
nature of that business in sufficient detail to permit the shareholder to form
a reasoned judgment on that business, and
(b) the
text of any special resolution to be submitted to the meeting.
(8) The text of a special resolution may be amended
at a meeting of shareholders if the amendments correct manifest errors or are
not material.
1981 cB‑15
s129;1987 c15 s16
Waiver of notice
135 A shareholder and any other person entitled to
attend a meeting of shareholders may in any manner waive notice of a meeting of
shareholders, and attendance of the shareholder or other person at a meeting of
shareholders is a waiver of notice of the meeting, except when the shareholder
or other person attends a meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called.
1981 cB‑15 s130
Shareholder proposals
136(1) A registered holder of shares entitled to vote
at an annual meeting of shareholders, or a beneficial owner of shares, may
(a) submit
to the corporation notice of any matter related to the business or affairs of
the corporation that the registered holder or beneficial owner of shares
proposes to raise at the meeting, referred to in this section as a “proposal”,
and
(b) discuss
at the meeting any matter in respect of which the registered holder or
beneficial owner of shares would have been entitled to submit a proposal.
(1.1) To be eligible to make a proposal a
person must
(a) be
a registered holder or beneficial owner of the prescribed number of shares for
the prescribed period,
(b) have
the prescribed level of support of other registered holders or beneficial
owners of shares,
(c) provide
to the corporation his or her name and address and the names and addresses of
those registered holders or beneficial owners of shares who support the
proposal, and
(d) continue
to hold or own the prescribed number of shares up to and including the day of the
meeting at which the proposal is to be made.
(1.2) The information provided under
subsection (1.1)(c) does not form part of the proposal or the supporting
statement referred to in subsection (3) and is not included for the purposes of
the maximum word limit set out in subsection (3).
(2) A
corporation that solicits proxies shall set out the proposal in the management
proxy circular required by section 150 or attach the proposal to it.
(3) If
so requested by the registered holder or beneficial owner of shares, the
corporation shall include in the management proxy circular or attach to it a
statement by the registered holder or beneficial owner of shares of not more
than 200 words in support of the proposal, and the name and address of the
registered holder or beneficial owner of shares.
(4) A proposal may include nominations
for the election of directors if the proposal is signed by one or more
registered holders of shares representing in the aggregate not less than 5% of
the shares or 5% of the shares of a class of shares of the corporation entitled
to vote at the meeting to which the proposal is to be presented, or by
beneficial owners of shares representing in the aggregate the same percentage
of shares, but this subsection does not preclude nominations made at a meeting
of shareholders.
(5) A
corporation is not required to comply with subsections (2) and (3) if
(a) the
proposal is not submitted to the corporation at least 90 days before the
anniversary date of the previous annual meeting of shareholders,
(b) it
clearly appears that the proposal has been submitted by the registered holder
or beneficial owner of shares primarily for the purpose of enforcing a personal
claim or redressing a personal grievance against the corporation, its
directors, officers or security holders or any of them, or primarily for the
purpose of promoting general economic, political, racial, religious, social or
similar causes,
(c) the
corporation, at the request of the registered holder or beneficial owner of
shares, included a proposal in a management proxy circular relating to a
meeting of shareholders held within 2 years preceding the receipt of the
request, and the registered holder or beneficial owner of shares failed to
present the proposal, in person or by proxy, at the meeting,
(d) substantially
the same proposal was submitted to registered holders or beneficial owners of
shares in a management proxy circular or a dissident’s proxy circular relating
to a meeting of shareholders held within 2 years preceding the receipt of the
request of the registered holder or beneficial owner of shares and the proposal
was defeated, or
(e) the
rights being conferred by this section are being abused to secure publicity.
(6) No
corporation or person acting on its behalf incurs any liability by reason only
of circulating a proposal or statement in compliance with this section.
(7) If
a corporation refuses to include a proposal in a management proxy circular, the
corporation shall, within 10 days after receiving the proposal, notify the
registered holder or beneficial owner of shares submitting the proposal of its
intention to omit the proposal from the management proxy circular and send to
the registered holder or beneficial owner of shares a statement of the reasons
for the refusal.
(8) On
the application of a registered holder or beneficial owner of shares claiming
to be aggrieved by a corporation’s refusal under subsection (7), the Court may
restrain the holding of the meeting to which the proposal is sought to be
presented and make any further order it thinks fit.
(9) The corporation or any person claiming to be
aggrieved by a proposal may apply to the Court for an order permitting the
corporation to omit the proposal from the management proxy circular, and the
Court may, if it is satisfied that subsection (5) applies, make any order it
thinks fit.
RSA 2000 cB‑9
s136;2005 c8 s30;2005 c40 s4
Shareholder list
137(1) A corporation shall prepare a list of
shareholders entitled to receive notice of a meeting, arranged in alphabetical
order and showing the number of shares held by each shareholder,
(a) if
a record date is fixed under section 133(2), not later than 10 days after that
date, or
(b) if
no record date is fixed,
(i) at the close of business on the last business day preceding the
day on which the notice is given, or
(ii) if no notice is given, on the day on which the meeting is held.
(2) If
a corporation fixes a record date under section 133(2), the corporation shall,
no later than 10 days after the record date, prepare a list of shareholders
arranged in alphabetical order and showing the number of shares held by each
shareholder, and each shareholder is entitled to vote the shares shown opposite
the shareholder’s name at the meeting to which the list relates, except to the
extent that
(a) the
person has transferred the ownership of any of the person’s shares after the
record date, and
(b) the
transferee of those shares
(i) produces properly endorsed share certificates, or
(ii) otherwise establishes that the transferee owns the shares,
and demands, not later than
10 days before the meeting, or any shorter period before the meeting that the
bylaws of the corporation may provide, that the transferee’s name be included
in the list before the meeting,
in which case the transferee
is entitled to vote the transferee’s shares at the meeting.
(3) If
a corporation does not fix a record date under section 133(2), a person named
in the list prepared under subsection (1)(b)(i) is entitled to vote the shares
shown opposite the person’s name at the meeting to which the list relates,
except to the extent that
(a) the
person has transferred the ownership of any of the person’s shares after the
date on which the list referred to in subsection (1)(b)(i) is prepared, and
(b) the
transferee of those shares
(i) produces properly endorsed share certificates, or
(ii) otherwise establishes that the transferee owns the shares,
and demands, not later than
10 days before the meeting, or any shorter period before the meeting that the
bylaws of the corporation may provide, that the transferee’s name be included
in the list before the meeting,
in which case the
transferee is entitled to vote the transferee’s shares at the meeting.
(4) A
shareholder may examine the list of shareholders
(a) during
usual business hours at the records office of the corporation or at the place
where its central securities register is maintained, and
(b) at the meeting of shareholders for which the
list was prepared.
RSA 2000 cB‑9
s137;2005 c8 s31
Quorum
138(1) Unless the bylaws otherwise provide, a quorum
of shareholders is present at a meeting of shareholders, irrespective of the
number of persons actually present at the meeting, if the holder or holders of
a majority of the shares entitled to vote at the meeting are present in person
or represented by proxy.
(2) If
a quorum is present at the opening of a meeting of shareholders, the
shareholders present may, unless the bylaws otherwise provide, proceed with the
business of the meeting, notwithstanding that a quorum is not present
throughout the meeting.
(3) If
a quorum is not present at the opening of a meeting of shareholders, the
shareholders present may adjourn the meeting to a fixed time and place but may
not transact any other business.
(4) If a corporation has only one shareholder, or
only one holder of any class or series of shares, the shareholder present in
person or by proxy constitutes a meeting.
1981 cB‑15 s133
Right to vote
139(1) Unless the articles otherwise provide, each
share of a corporation entitles the holder of it to one vote at a meeting of
shareholders.
(2) If
a body corporate or association is a shareholder of a corporation, the
corporation shall recognize any individual authorized by a resolution of the
directors or governing body of the body corporate or association to represent
it at meetings of shareholders of the corporation.
(3) An
individual authorized under subsection (2) may exercise on behalf of the body
corporate or association the individual represents all the powers it could
exercise if it were an individual shareholder.
(4) Unless the bylaws otherwise provide, if 2 or
more persons hold shares jointly, one of those holders present at a meeting of
shareholders may in the absence of the others vote the shares, but if 2 or more
of those persons who are present, in person or by proxy, vote, they shall vote
as one on the shares jointly held by them.
1981 cB‑15 s134
Voting
140(1) Unless the bylaws otherwise provide, voting at
a meeting of shareholders shall be by a show of hands except when a ballot is
demanded by a shareholder or proxyholder entitled to vote at the meeting.
(2) A
shareholder or proxyholder may demand a ballot either before or on the
declaration of the result of any vote by a show of hands.
(3) An entry in the minutes of the
proceedings that a resolution was carried or defeated is sufficient proof of
the results of the vote, and no record need be kept of the number or proportion
of votes for or against the resolution.
(4) Notwithstanding subsection (1),
unless the bylaws provide otherwise, any vote referred to in subsection (1) may
be held, in accordance with the regulations, if any, entirely by electronic
means, telephone or other communication facility, if the corporation makes such
a communication facility available.
(5) Unless
the bylaws provide otherwise, any person participating in a meeting of
shareholders under section 131(3) and entitled to vote at the meeting may vote,
in accordance with the regulations, if any, by electronic means, telephone or
other communication facility that the corporation has made available for that
purpose.
RSA 2000 cB‑9
s140;2005 c8 s32;2005 c40 s5
Resolution instead of
meetings
141(1) A resolution in writing signed by all the
shareholders entitled to vote on that resolution is as valid as if it had been
passed at a meeting of shareholders.
(2) A
resolution in writing dealing with all matters required by this Act to be dealt
with at a meeting of shareholders, and signed by all the shareholders entitled
to vote at that meeting, satisfies all the requirements of this Act relating to
meetings of shareholders.
(3) A copy of every resolution referred to in
subsection (1) or (2) shall be kept with the minutes of the meetings of
shareholders.
1981 cB‑15 s136
Meeting on
requisition of registered holders or
beneficial owners of shares
142(1) The registered holders or beneficial owners of not
less than 5% of the issued shares of a corporation that carry the right to vote
at a meeting sought to be held may requisition the directors to call a meeting
of shareholders for the purposes stated in the requisition, but the beneficial owners of shares do not
hereby acquire the direct right to vote at the meeting that is the subject of
the requisition.
(2) The requisition referred to in
subsection (1), which may consist of several documents in the same form, each
signed by one or more registered holders or beneficial owners of shares, shall
state the business to be transacted at the meeting and shall be sent to each
director and to the registered office of the corporation.
(3) On receiving the requisition
referred to in subsection (1), the directors shall call a meeting of
shareholders to transact the business stated in the requisition unless
(a) a record date has been fixed under section
133(2) and notice of the record date has been given or waived under section
133(4),
(b) the directors have called a meeting of
shareholders and have given notice of the meeting under section 134, or
(c) the business of the meeting as stated in the
requisition includes matters described in section 136(5)(b) to (e).
(4) If the directors do not, within 21
days after receiving the requisition referred to in subsection (1), call a
meeting, any registered holder or beneficial owner of shares who signed the
requisition may call the meeting.
(5) A meeting called under this section
shall be called as nearly as possible in the manner in which meetings are to be
called pursuant to the bylaws, this Part and Part 12.
(6) Unless the registered holders or beneficial owners of
shares resolve otherwise at a meeting called under subsection (4), the
corporation shall reimburse the registered holders or beneficial owners of
shares for the expenses reasonably incurred by them in requisitioning, calling
and holding the meeting.
RSA 2000 cB‑9
s142;2005 c8 s33;2005 c40 s6
Meeting called by Court
143(1) If for any reason it is impracticable to call a
meeting of shareholders of a corporation in the manner in which meetings of
those shareholders may be called, or to conduct the meeting in the manner
prescribed by the bylaws and this Act, or if for any other reason the Court
thinks fit, the Court, on the application of a director, a shareholder entitled
to vote at the meeting or, if the corporation is a distributing corporation the
Executive Director, may order a meeting to be called, held and conducted in the
manner that the Court directs.
(2) Without
restricting the generality of subsection (1), the Court may order that the
quorum required by the bylaws or this Act be varied or dispensed with at a
meeting called, held and conducted pursuant to this section.
(3) A meeting called, held and conducted pursuant
to this section is for all purposes a meeting of shareholders of the
corporation duly called, held and conducted.
1981 cB‑15 s138;1988
c7 s3;1995 c28 s64
Court review of election
144(1) A corporation or a shareholder or director may
apply to the Court to determine any controversy with respect to an election or
appointment of a director or auditor of the corporation.
(2) On
an application under this section, the Court may make any order it thinks fit
including, without limiting the generality of the foregoing, any one or more of
the following:
(a) an
order restraining a director or auditor whose election or appointment is
challenged from acting pending determination of the dispute;
(b) an
order declaring the result of the disputed election or appointment;
(c) an
order requiring a new election or appointment, and including in the order
directions for the management of the business and affairs of the corporation
until a new election is held or appointment made;
(d) an order determining the voting rights of
shareholders and of persons claiming to own shares.
1981 cB‑15 s139
Pooling agreement
145 A written agreement between 2 or more
shareholders may provide that in exercising voting rights the shares held by
them shall be voted as provided in the agreement.
1981 cB‑15 s139.1
Unanimous shareholder
agreement
146(1) A unanimous shareholder agreement may provide
for any or all of the following:
(a) the
regulation of the rights and liabilities of the shareholders, as shareholders,
among themselves or between themselves and any other party to the agreement;
(b) the
regulation of the election of directors;
(c) the
management of the business and affairs of the corporation, including the
restriction or abrogation, in whole or in part, of the powers of the directors;
(d) any
other matter that may be contained in a unanimous shareholder agreement
pursuant to any other provision of this Act.
(2) If
a unanimous shareholder agreement is in effect at the time a share is issued by
a corporation to a person other than an existing shareholder,
(a) that
person is deemed to be a party to the agreement whether or not the person had
actual knowledge of it when the share certificate was issued,
(b) the
issue of the share certificate does not operate to terminate the agreement, and
(c) if
that person is a bona fide purchaser without actual knowledge of the unanimous
shareholder agreement, that person may rescind the contract under which the
shares were acquired by giving a notice to that effect to the corporation
within a reasonable time after the person receives actual knowledge of the
unanimous shareholder agreement.
(3) If
a unanimous shareholder agreement is in effect when a person who is not a party
to the agreement acquires a share of a corporation, other than under subsection
(2),
(a) the
person who acquired the share is deemed to be a party to the agreement whether
or not the person had actual knowledge of it when the person acquired the
share, and
(b) neither
the acquisition of the share nor the registration of that person as a
shareholder operates to terminate the agreement.
(4) If
(a) a
person referred to in subsection (3) is a protected purchaser as defined in the
Securities Transfer Act and did not have actual knowledge of the
unanimous shareholder agreement, and
(b) the
person’s transferor’s share certificate did not contain a reference to the
unanimous shareholder agreement,
that person may,
within 30 days after the person acquires actual knowledge of the existence of
the agreement, send to the corporation a notice of objection to the agreement.
(5) If
a person sends a notice of objection under subsection (4),
(a) the
person is entitled to be paid by the corporation the fair value of the shares
held by the person, determined as of the close of business on the day on which
the person became a shareholder, and
(b) section
191(4) and (6) to (20) apply, with the necessary changes, as if the notice of
objection under subsection (4) were a written objection sent to the corporation
under section 191(5).
(6) A
transferee who is entitled to be paid the fair value of the transferee’s shares
under subsection (5) also has the right to recover from the transferor by
action the amount by which the value of the consideration paid for the
transferee’s shares exceeds the fair value of those shares.
(7) A
shareholder who is a party or is deemed to be a party to a unanimous
shareholder agreement has all the rights, powers and duties and incurs all the
liabilities of a director of the corporation to which the agreement relates to
the extent that the agreement restricts the powers of the directors to manage
the business and affairs of the corporation, and the directors are thereby
relieved of their duties and liabilities, including any liabilities under
section 119 or any other enactment, to the same extent.
(8) A
unanimous shareholder agreement may not be amended without the written consent
of all those who are shareholders at the effective date of the amendment.
(9) A unanimous shareholder agreement may exclude
the application to the agreement of all but not part of this section.
RSA 2000 cB‑9
s146;2005 c8 s34;2006 cS‑4.5 s106
Part 12
Proxies
Definitions
147 In this Part,
(a) “form
of proxy” means a written or printed form that, on completion and execution by
or on behalf of a shareholder, becomes a proxy;
(b) “proxy”
means a completed and executed form of proxy by means of which a shareholder
appoints a proxyholder to attend and act on the shareholder’s behalf at a
meeting of shareholders;
(c) “registrant”
means a person required to be registered to trade or deal in securities under
the laws of any jurisdiction;
(d) “solicit”
or “solicitation” includes
(i) a request for a proxy whether or not accompanied with or included
in a form of proxy,
(ii) a request to execute or not to execute a form of proxy or to
revoke a proxy,
(iii) the sending of a form of proxy or other communication to a
shareholder under circumstances reasonably calculated to result in the
procurement, withholding or revocation of a proxy, and
(iv) the sending of a form of proxy to a shareholder under section
149,
but does not include
(v) the sending of a form of proxy in response to an unsolicited
request made by or on behalf of a shareholder,
(vi) the performance of administrative acts or professional services
on behalf of a person soliciting a proxy,
(vii) the sending by a registrant of the documents referred to in
section 153, or
(viii) a solicitation by a person in respect of shares of which the
person is the beneficial owner;
(e) “solicitation by or on behalf of the
management of a corporation” means a solicitation by any person pursuant to a
resolution or the instructions of, or with the acquiescence of, the directors
or a committee of the directors.
1981 cB‑15 s141
Appointing proxyholder
148(1) A shareholder entitled to vote at a meeting of
shareholders may by means of a proxy appoint a proxyholder and one or more alternate
proxyholders, who are not required to be shareholders, to attend and act at the
meeting in the manner and to the extent authorized by the proxy and with the
authority conferred by the proxy.
(2) A
proxy shall be executed by the shareholder or by the shareholder’s attorney
authorized in writing.
(3) A
proxy is valid only at the meeting in respect of which it is given or any
adjournment of that meeting.
(4) A
shareholder may revoke a proxy
(a) by
depositing an instrument in writing executed by the shareholder or by the
shareholder’s attorney authorized in writing
(i) at the registered office of the corporation at any time up to and
including the last business day preceding the day of the meeting, or an
adjournment of that meeting, at which the proxy is to be used, or
(ii) with the chair of the meeting on the day of the meeting or an
adjournment of the meeting, or
(b) in
any other manner permitted by law.
(5) The directors may specify in a notice calling a
meeting of shareholders a time not exceeding 48 hours, excluding Saturdays and
holidays, preceding the meeting or an adjournment of the meeting before which
time proxies to be used at the meeting must be deposited with the corporation
or its agent.
1981 cB‑15 s142
Mandatory solicitation
149(1) Subject to subsection (2), the management of a
corporation that is not a private issuer within the meaning of the Securities
Act shall, concurrently with giving notice of a meeting of shareholders,
send a form of proxy in the prescribed form to each shareholder who is entitled
to receive notice of the meeting.
(2) The
management of a corporation that is not a private issuer within the meaning of
the Securities Act is not required to send a form of proxy under
subsection (1)
(a) repealed
2005 c8 s35,
(b) if
all of the shareholders entitled to vote at a meeting of shareholders have
agreed in writing to waive the application of subsection (1).
(3) A
shareholder may revoke a waiver given under subsection (2)(b) in respect of any
meeting of shareholders by sending to the corporation a notice in writing to
that effect not less than 40 days before the date of the meeting in respect of
which the waiver was given.
(4) If
the management of a corporation, without reasonable cause, contravenes
subsection (1), the corporation is guilty of an offence and liable to a fine of
not more than $5000.
(5) If a corporation contravenes subsection (1),
then, whether or not the corporation has been prosecuted or convicted in
respect of that contravention, any director or officer of the corporation who
knowingly authorizes, permits or acquiesces in the contravention is also guilty
of an offence and liable to a fine of not more than $5000 or to imprisonment
for a term of not more than 6 months or to both.
RSA 2000 cB‑9
s149;2005 c8 s35
Soliciting proxies
150(1) A person shall not solicit proxies unless
(a) in
the case of solicitation by or on behalf of the management of a corporation, a
management proxy circular in the prescribed form, either as an appendix to or
as a separate document accompanying the notice of the meeting, or
(b) in
the case of any other solicitation, a dissident’s proxy circular in the
prescribed form stating the purposes of the solicitation
is sent to the auditor
of the corporation, to each shareholder whose proxy is solicited and, if clause
(b) applies, to the corporation.
(2) Subsection
(1) does not apply to a corporation that has 15 or fewer shareholders entitled
to vote at meetings of shareholders.
(3) A
person required to send a management proxy circular or dissident’s proxy
circular under subsection (1) shall, if the corporation is a distributing
corporation, file concurrently a copy of it with the Executive Director,
together with a copy of the notice of the meeting, form of proxy and any other
documents for use in connection with the meeting.
(4) A
person who contravenes subsection (1) or (3) is guilty of an offence and liable
to a fine of not more than $5000 or to imprisonment for a term of not more than
6 months or to both.
(5) If the person who contravenes subsection (3) is
a body corporate, then, whether or not the body corporate has been prosecuted
or convicted in respect of that contravention, any director or officer of the
body corporate who knowingly authorizes, permits or acquiesces in the
contravention is also guilty of an offence and liable to a fine of not more
than $5000 or to imprisonment for a term of not more than 6 months or to both.
1981 cB‑15
s144;1988 c7 s3;1995 c28 s64
Exemption orders
151 On the application of an interested person,
(a) the
Commission, if the corporation is a distributing corporation, or
(b) the
Court, if the corporation is not a distributing corporation,
may make an order on any terms it considers appropriate
exempting that person from the application of section 149 or 150(1), and the
order may have retrospective effect.
1981 cB‑15
s145;1988 c7 s3;1995 c28 s64
Rights and duties of
proxyholder
152(1) A person who solicits a proxy and is appointed
as a proxyholder shall attend in person or cause an alternate proxyholder to
attend the meeting in respect of which the proxy is given and comply with the
directions of the shareholder who appointed the person.
(2) A
proxyholder or an alternate proxyholder has the same rights as the shareholder
who appointed the proxyholder or alternate proxyholder to speak at a meeting of
shareholders in respect of any matter, to vote by way of ballot at the meeting
and, except where a proxyholder or an alternate proxyholder has conflicting
instructions from more than one shareholder, to vote at the meeting in respect
of any matter by way of any show of hands.
(3) Notwithstanding
subsections (1) and (2), if the chair of a meeting of shareholders declares to
the meeting that, if a ballot is conducted, the total number of votes attached
to shares represented at the meeting by proxy required to be voted against what
to the chair’s knowledge will be the decision of the meeting in relation to any
matter or group of matters is less than 5% of the votes attached to the shares
entitled to vote and represented at the meeting on that ballot, then, unless a
shareholder or proxyholder demands a ballot,
(a) the
chair may conduct the vote in respect of that matter or group of matters by a
show of hands, and
(b) a
proxyholder or alternate proxyholder may vote in respect of that matter or
group of matters by a show of hands.
(4) A proxyholder or alternate proxyholder who
without reasonable cause fails to comply with the directions of a shareholder
under this section is guilty of an offence and liable to a fine of not more
than $5000 or to imprisonment for a term of not more than 6 months or to both.
1981 cB‑15 s146
Duties of registrant
153(1) Shares of a corporation that are registered in
the name of a registrant or the registrant’s nominee and not beneficially owned
by the registrant shall not be voted unless the registrant, forthwith after
receipt of the notice of the meeting, financial statements, management proxy
circular, dissident’s proxy circular and any other documents, other than the form
of proxy sent to shareholders by or on behalf of any person for use in
connection with the meeting, sends a copy of those documents to the beneficial
owner and, except where the registrant has received written voting instructions
from the beneficial owner, a written request for voting instructions.
(2) A
registrant shall not vote or appoint a proxyholder to vote shares registered in
the registrant’s name or in the name of the registrant’s nominee that the
registrant does not beneficially own unless the registrant receives voting
instructions from the beneficial owner.
(3) A
person by or on behalf of whom a solicitation is made shall, at the request of
a registrant, forthwith furnish to the registrant at that person’s expense the
necessary number of copies of the documents referred to in subsection (1) other
than copies of the document requesting voting instructions.
(4) A
registrant shall vote or appoint a proxyholder to vote any shares referred to
in subsection (1) in accordance with any written voting instructions received
from the beneficial owner.
(5) If
requested by a beneficial owner, a registrant shall appoint the beneficial
owner or a nominee of the beneficial owner as proxyholder.
(6) The
contravention of this section by a registrant does not render void any meeting
of shareholders or any action taken at a meeting of shareholders.
(7) Nothing
in this section gives a registrant the right to vote shares that the registrant
is otherwise prohibited from voting.
(8) A
registrant who knowingly contravenes this section is guilty of an offence and
liable to a fine of not more than $5000 or to imprisonment for a term of not
more than 6 months or to both.
(9) If the registrant who contravenes this section
is a body corporate, then, whether or not the body corporate has been
prosecuted or convicted in respect of the contravention, any director or
officer of the body corporate who knowingly authorizes, permits or acquiesces
in the contravention is also guilty of an offence and liable to a fine of not
more than $5000 or to imprisonment for a term of not more than 6 months or to
both.
1981 cB‑15 s147
Court orders
154 If a form of proxy, management proxy circular or
dissident’s proxy circular contains an untrue statement of a material fact or
omits to state a material fact required in it or necessary to make a statement
contained in it not misleading in the light of the circumstances in which it
was made, an interested person or, if the corporation is a distributing
corporation the Executive Director, may apply to the Court and the Court may
make any order it thinks fit including, without limiting the generality of the
foregoing, any one or more of the following:
(a) an
order restraining the solicitation, the holding of the meeting or any person
from implementing or acting on any resolution passed at the meeting to which
the form of proxy, management proxy circular or dissident’s proxy circular
relates;
(b) an
order requiring correction of any form of proxy or proxy circular and a further
solicitation;
(c) an order adjourning the meeting.
1981 cB‑15
s148;1988 c7 s3;1995 c28 s64
Part 13
Financial Disclosure
Annual financial
statements
155(1) Subject to section 156, the directors of a
corporation shall place before the shareholders at every annual meeting
(a) the
following financial statements as prescribed:
(i) if the corporation has not completed a financial period and the
meeting is held after the end of the first 6‑month period of that
financial period, a financial statement for the period that began on the date
the corporation came into existence and ended on a date occurring not earlier
than 6 months before the annual meeting;
(ii) if the corporation has completed only one financial period, a
financial statement for that year;
(iii) if the corporation has completed 2 or more financial periods,
comparative financial statements for the last 2 completed financial periods;
(iv) if the corporation has completed one or more financial periods
but the annual meeting is held after 6 months has expired in its current
financial period, a financial statement for the period that
(A) began at the commencement of its current
financial period, and
(B) ended on a date that occurred not earlier
than 6 months before the annual meeting,
in addition to any
statements required under subclause (ii) or (iii),
(b) the
report of the auditor, if any, and
(c) any
further information respecting the financial position of the corporation and
the results of its operations required by the articles, the bylaws or any
unanimous shareholder agreement.
(2) Notwithstanding subsection (1)(a)(iii), the
financial statements for the earlier of the 2 financial periods referred to in
that subclause may be omitted if the reason for the omission is set out in the
financial statements, or in a note to them, to be placed before the
shareholders at the annual meeting.
1981 cB‑15 s149
Exemption
156(1) Section 155 does not apply to a corporation
that is subject to and complies with the provisions of the Securities Act relating to the financial statements to be placed
before the shareholders at every annual meeting.
(2) A
distributing corporation may apply to the Commission for an order authorizing
the corporation to omit from its financial statements any item prescribed, or
to dispense with the publication of any financial statement prescribed, and the
Commission may, if it reasonably believes that the disclosure of the item or
statement would be detrimental to the corporation, make the order on any
reasonable conditions it thinks fit.
(3) The
shareholders of the corporation may at any time, by unanimous resolution, waive
their right to receive financial statements under section 155(1)(a)(i).
RSA 2000 cB‑9
s156;2005 c8 s36
Consolidated statements
157(1) A corporation shall keep at its records office
a copy of the financial statements of each of its subsidiary bodies corporate
and of each body corporate the accounts of which are consolidated in the
financial statements of the corporation.
(2) Shareholders
of a corporation and their agents and legal representatives may on request
examine the statements referred to in subsection (1) during the usual business
hours of the corporation, and may make extracts from them, free of charge.
(3) A
corporation may, within 15 days after a request to examine under subsection
(2), apply to the Court for an order barring the right of any person to so
examine, and the Court may, if it is satisfied that the examination would be
detrimental to the corporation or a subsidiary body corporate, bar that right
and make any further order it thinks fit.
(4) A corporation shall give notice of an
application under subsection (3) to the person making a request under
subsection (2), and that person may appear and be heard in person or by
counsel.
1981 cB‑15 s151
Approval of financial
statements
158(1) The directors of a corporation shall approve
the financial statements referred to in section 155 and the approval shall be
evidenced by the signature of one or more directors or a facsimile version of
the signature reproduced on the statements.
(2) A
corporation shall not issue, publish or circulate copies of the financial
statements referred to in section 155 unless the financial statements are
(a) approved
and signed in accordance with subsection (1), and
(b) accompanied with the report of the auditor
of the corporation, if any.
RSA 2000 cB‑9
s158;2005 c8 s37
Copies to shareholders
159(1) A corporation shall, not less than 21 days
before each annual meeting of shareholders or before the signing of a
resolution under section 141(2) instead of the annual meeting, send a copy of
the documents referred to in section 155 to each shareholder, except to a
shareholder who has informed the corporation in writing that the shareholder
does not want a copy of those documents.
(2) A
corporation that, without reasonable cause, contravenes subsection (1) is
guilty of an offence and liable to a fine of not more than $5000.
(3) Notwithstanding
subsection (1), the shareholders may, by unanimous resolution, waive their
right to receive copies of documents referred to in section 155 in advance of
the annual meeting.
RSA 2000 cB‑9
s159;2005 c8 s38
Copies to Executive
Director
160(1) A distributing corporation shall, not less than
21 days before each annual meeting of shareholders or forthwith after the
signing of a resolution under section 141(2) instead of the annual meeting, and
in any event not later than 15 months after the last date when the last
preceding annual meeting should have been held or a resolution instead of the
meeting should have been signed, file a copy of the documents referred to in
section 155 with the Executive Director.
(2) If
a distributing corporation
(a) sends
to its shareholders, or
(b) is
required to file with or send to a public authority or a stock exchange
interim financial
statements or related documents, the corporation shall forthwith file copies of
them with the Executive Director.
(3) A
subsidiary corporation is not required to comply with this section if
(a) the
financial statements of its holding corporation are in consolidated or combined
form and include the accounts of the subsidiary, and
(b) the
consolidated or combined financial statements of the holding corporation are
included in the documents filed with the Executive Director by the holding corporation
in compliance with this section.
(4) A corporation that contravenes this section is
guilty of an offence and liable to a fine of not more than $5000.
1981 cB‑15
s154;1988 c7 s3;1995 c28 s64
Qualification of the
auditor
161(1) Subject to subsection (5), a person is
disqualified from being an auditor of a corporation if the person is not
independent of the corporation and its affiliates and the directors and
officers of the corporation and its affiliates.
(2) For
the purposes of this section,
(a) independence
is a question of fact, and
(b) a
person is deemed not to be independent if the person or the person’s business
partner
(i) is a business partner, a director, an officer or an employee of
the corporation or any of its affiliates, or a business partner of any
director, officer or employee of the corporation or any of its affiliates,
(ii) beneficially owns or controls, directly or indirectly, an
interest in the securities of the corporation or any of its affiliates, or
(iii) has been a receiver, receiver‑manager, liquidator or
trustee in bankruptcy of the corporation or any of its affiliates within 2
years of the person’s proposed appointment as auditor of the corporation.
(2.1) For
the purposes of subsection (2), a person’s business partner includes a
shareholder of that person.
(3) An
auditor who becomes disqualified under this section shall, subject to
subsection (5), resign forthwith after becoming aware of the auditor’s
disqualification.
(4) An
interested person may apply to the Court for an order declaring an auditor to
be disqualified under this section and the office of auditor to be vacant.
(5) An interested person may apply to the Court for
an order exempting an auditor from disqualification under this section and the
Court may, if it is satisfied that an exemption would not unfairly prejudice
the shareholders, make an exemption order on any terms it thinks fit and the
exemption order may have retrospective effect.
RSA 2000 cB‑9
s161;2005 c8 s39
Auditor’s appointment and remuneration
162(1) Subject to section 163, shareholders of a
corporation shall, by ordinary resolution, at the first annual meeting of
shareholders and at each succeeding annual meeting, appoint an auditor to hold
office until the close of the next annual meeting.
(2) An
auditor appointed under section 104 is eligible for appointment under
subsection (1).
(3) Notwithstanding
subsection (1), if an auditor is not appointed at a meeting of shareholders,
the incumbent auditor continues in office until the auditor’s successor is
appointed.
(4) The remuneration of an auditor may be fixed by
ordinary resolution of the shareholders or, if not so fixed, may be fixed by
the directors.
1981 cB‑15 s156
Dispensing with auditor
163(1) The shareholders of a corporation other than a
distributing corporation may resolve not to appoint an auditor.
(2) A
resolution under subsection (1) is valid only until the next succeeding annual
meeting of shareholders.
(3) A resolution under subsection (1) is not valid
unless it is consented to by all the shareholders, including shareholders not
otherwise entitled to vote.
1981 cB‑15 s157
Auditor ceasing to hold
office
164(1) An auditor of a corporation ceases to hold
office when
(a) the
auditor dies or resigns, or
(b) the
auditor is removed pursuant to section 165.
(2) A resignation of an auditor becomes effective
at the time a written resignation is sent to the corporation or at the time
specified in the resignation, whichever is later.
1981 cB‑15 s158
Removal of auditor
165(1) The shareholders of a corporation may by
ordinary resolution at a special meeting remove from office the auditor, other
than an auditor appointed by the Court under section 167.
(2) A vacancy created by the removal of an auditor
may be filled at the meeting at which the auditor is removed or, if not so
filled, may be filled under section 166.
1981 cB‑15 s159
Filling vacancy
166(1) Subject to subsection (3), the directors shall
forthwith fill a vacancy in the office of auditor.
(2) If
there is not a quorum of directors, the directors then in office shall, within
21 days after a vacancy in the office of auditor occurs, call a special meeting
of shareholders to fill the vacancy and, if they fail to call a meeting or if
there are no directors, the meeting may be called by any shareholder.
(3) The
articles of a corporation may provide that a vacancy in the office of auditor
shall only be filled by vote of the shareholders.
(4) An
auditor appointed to fill a vacancy holds office for the unexpired term of the
auditor’s predecessor.
(5) Subsections (1) and (2) do not apply if the
shareholders have resolved under section 163 not to appoint an auditor.
1981 cB‑15 s160
Court-appointed auditor
167(1) If a corporation does not have an auditor, the
Court may, on the application of a shareholder or, if the corporation is a
distributing corporation the Executive Director, appoint and fix the
remuneration of an auditor who holds office until an auditor is appointed by
the shareholders.
(2) Subsection (1) does not apply if the
shareholders have resolved under section 163 not to appoint an auditor.
1981 cB‑15
s161;1988 c7 s3;1995 c28 s64
Rights and liabilities
of auditor or former auditor
168(1) The auditor of a corporation is entitled to
receive notice of every meeting of shareholders and, at the expense of the
corporation, to attend and be heard at every meeting on matters relating to the
auditor’s duties as auditor.
(2) If
a director or shareholder of a corporation, whether or not the shareholder is
entitled to vote at the meeting, gives written notice to the auditor or a
former auditor of the corporation not less than 10 days before a meeting of
shareholders, the auditor or former auditor shall attend the meeting at the
expense of the corporation and answer questions relating to the auditor’s
duties as auditor or the former auditor’s former duties as auditor, as the case
may be.
(3) A
director or shareholder who sends a notice referred to in subsection (2) shall
send concurrently a copy of the notice to the corporation.
(4) An
auditor or former auditor of a corporation who without reasonable cause
contravenes subsection (2) is guilty of an offence and liable to a fine of not
more than $5000 or to imprisonment for a term of not more than 6 months or to
both.
(5) An
auditor who
(a) resigns,
(b) receives
a notice or otherwise learns of a meeting of directors or shareholders called
for the purpose of removing the auditor from office,
(c) receives
a notice or otherwise learns of a meeting of directors or shareholders at which
another person is to be appointed to fill the office of auditor, whether
because of resignation or removal of the incumbent auditor or because the
incumbent auditor’s term of office has expired or is about to expire, or
(d) receives
a notice or otherwise learns of a meeting of shareholders at which a resolution
referred to in section 163 is to be proposed,
is entitled to submit
to the corporation a written statement giving the reasons for the auditor’s
resignation or the reasons why the auditor opposes any proposed action or
resolution.
(5.1) In
the case of a proposed replacement of an auditor, whether through removal or at
the end of the auditor’s term, the following rules apply with respect to
statements:
(a) the
corporation shall make a statement on the reasons for the proposed replacement;
(b) the
proposed replacement auditor may make a statement in which he or she comments
on the reasons referred to in clause (a).
(6) The
corporation shall forthwith
(a) send
to every shareholder entitled to receive notice of any meeting referred to in
subsection (1), and
(b) file
with the Executive Director, if the corporation is a distributing corporation,
a copy of the
statements referred to in subsections (5) and (5.1), unless the statements are
included in or attached to a management proxy circular required by section 150.
(7) No
person shall accept an appointment as or consent to be appointed as auditor of
a corporation if the person is replacing an auditor who has resigned or been
removed or whose term of office has expired or is about to expire until the
person has requested and received from that auditor a written statement of the
circumstances and the reasons why, in that auditor’s opinion, that auditor is
to be replaced.
(8) Notwithstanding subsection (7), a person
otherwise qualified may accept appointment or consent to be appointed as
auditor of a corporation if, within 15 days after making the request referred
to in that subsection, the person does not receive a reply.
RSA 2000 cB‑9
s168;2005 c8 s40
Auditor’s duty to examine
169(1) An auditor of a corporation shall make the
examination that is in the auditor’s opinion necessary to enable the auditor to
report in the prescribed manner on the financial statements required by this
Act to be placed before the shareholders, except those financial statements or
parts of those statements that relate to the earlier of the 2 financial years
referred to in section 155(1)(a)(iii).
(2) Notwithstanding
section 170, an auditor of a corporation may reasonably rely on the report of
an auditor of a body corporate or an unincorporated business the accounts of
which are included in whole or in part in the financial statements of the
corporation.
(3) For
the purpose of subsection (2), reasonableness is a question of fact.
(4) Subsection (2) applies whether or not the
financial statements of the holding corporation reported on by the auditor are
in consolidated form.
1981 cB‑15 s163
Auditor’s right to information
170(1) On the demand of the auditor of a corporation,
the present or former directors, officers, employees or agents of the
corporation and the former auditors of the corporation shall furnish any
(a) information
and explanations, and
(b) access
to records, documents, books, accounts and vouchers of the corporation or any
of its subsidiaries
that are, in the
opinion of the auditor, necessary to enable the auditor to make the examination
and report required under section 169 and that the directors, officers,
employees, agents or former auditors are reasonably able to furnish.
(2) On
the demand of the auditor of a corporation, the directors of the corporation
shall
(a) to
the extent they are reasonably able to do so, obtain from the present or former
directors, officers, employees, agents or auditors of any subsidiary of the
corporation the information and explanations that the present or former
directors, officers, employees, agents or auditors are reasonably able to
furnish and that are, in the opinion of the corporation’s auditor, necessary to
enable the auditor to make the examination and report required under section
169, and
(b) furnish
the information and explanations so obtained to the corporation’s auditor.
(3) A
person who in good faith makes an oral or written communication under
subsection (1) or (2) is not liable in any civil proceeding arising from the
making of the communication.
RSA 2000 cB‑9
s170;2005 c8 s41
Audit committee
171(1) Subject to subsection (3), a distributing
corporation shall, and any other corporation may, have an audit committee.
(2) The
audit committee of a distributing corporation must be composed of not less than
3 directors of the corporation, a majority of whom are not officers or
employees of the corporation or any of its affiliates.
(3) A
distributing corporation may apply to the Commission for an order authorizing
the corporation to dispense with an audit committee, and the Commission may, if
it is satisfied that the shareholders will not be prejudiced by the order,
permit the corporation to dispense with an audit committee on any reasonable
conditions that it thinks fit.
(4) An
audit committee shall review the financial statements of the corporation before
they are approved under section 158.
(5) The
auditor of a corporation is entitled to receive notice of every meeting of the
audit committee and, at the expense of the corporation, to attend and be heard
at the meeting, and, if so requested by a member of the audit committee, shall
attend every meeting of the committee held during the term of office of the
auditor.
(6) The
auditor of a corporation or a member of the audit committee may call a meeting
of the committee.
(7) A
director or an officer of a corporation shall forthwith notify the audit
committee and the auditor of any error or misstatement of which the director or
officer becomes aware in a financial statement that the auditor or a former
auditor has reported on.
(8) If
the auditor or a former auditor of a corporation is notified or becomes aware
of an error or misstatement in a financial statement on which the auditor or
former auditor has reported, and if in the auditor’s or former auditor’s
opinion the error or misstatement is material, the auditor or former auditor
shall inform each director accordingly.
(9) When
under subsection (8) the auditor or a former auditor informs the directors of
an error or misstatement in a financial statement,
(a) the
directors shall prepare and issue revised financial statements or otherwise
inform the shareholders, and
(b) if
the corporation is a distributing corporation, the corporation shall file the
revised financial statements with the Executive Director or inform the
Executive Director of the error or misstatement in the same manner that the
shareholders were informed of it.
(10) Every director or officer of a corporation who
knowingly contravenes subsection (7) or (9) is guilty of an offence and liable
to a fine of not more than $5000 or to imprisonment for a term of not more than
6 months or to both.
1981 cB‑15
s165;1988 c7 s3;1995 c28 s64
Qualified privilege
172 Any oral or written statement or report made
under this Act by the auditor or a former auditor of a corporation has
qualified privilege.
1981 cB‑15 s166
Part 14
Fundamental Changes
Amendment of articles
173(1) Subject to sections 176 and 177, the articles
of a corporation may by special resolution be amended to
(a) change
its name, subject to section 12,
(b) add,
change or remove any restriction on the business or businesses that the
corporation may carry on,
(c) change
any maximum number of shares that the corporation is authorized to issue,
(d) create
new classes of shares,
(e) change
the designation of all or any of its shares, and add, change or remove any
rights, privileges, restrictions and conditions, including rights to accrued
dividends, in respect of all or any of its shares, whether issued or unissued,
(f) change
the shares of any class or series, whether issued or unissued, into a different
number of shares of the same class or series or into the same or a different
number of shares of other classes or series,
(g) divide
a class of shares, whether issued or unissued, into series and fix the number
of shares in each series and the rights, privileges, restrictions and
conditions of that series,
(h) cancel
a class or series of shares where there are no issued or outstanding shares of
that class or series,
(i) authorize
the directors to divide any class of unissued shares into series and fix the
number of shares in each series and the rights, privileges, restrictions and
conditions of that series,
(j) authorize
the directors to change the rights, privileges, restrictions and conditions
attached to unissued shares of any series,
(k) revoke,
diminish or enlarge any authority conferred under clauses (i) and (j),
(l) increase
or decrease the number of directors or the minimum or maximum number of
directors, subject to sections 107 and 112,
(m) subject
to section 48(8), add, change or remove restrictions on the transfer of shares,
(m.1) add
or remove an express statement establishing the unlimited liability of
shareholders as set out in section 15.2, or
(n) add,
change or remove any other provision that is permitted by this Act to be set
out in the articles.
(2) The
directors of a corporation may, if authorized by the shareholders in the
special resolution effecting an amendment under this section, revoke the
resolution before it is acted on without further approval of the shareholders.
(3) Notwithstanding subsection (1), but subject to
section 12, where a corporation has a designating number as a name, the
directors may amend its articles to change that name to a verbal name.
RSA 2000 cB‑9
s173;2005 c8 s42
Constrained shares
174(1) Subject to sections 176 and 177, a distributing
corporation may by special resolution amend its articles in accordance with the
regulations to constrain the issue or transfer of its shares
(a) to
persons who are not resident Canadians, or
(b) to
enable the corporation or any of its affiliates to qualify under any law of
Canada or any province or territory of Canada referred to in the regulations
(i) to obtain a licence to carry on any business,
(ii) to become a publisher of a Canadian newspaper or periodical, or
(iii) to acquire shares of a financial intermediary as defined in the
regulations.
(2) A
corporation referred to in subsection (1) may by special resolution amend its
articles to remove any constraint on the issue or transfer of its shares.
(3) The
directors of a corporation may, if authorized by the shareholders in the
special resolution effecting an amendment under subsection (1), revoke the
resolution before it is acted on without further approval of the shareholders.
(4) The
Lieutenant Governor in Council may make regulations with respect to a
corporation that constrains the issue or transfer of its shares prescribing
(a) the
disclosure required of the constraints in documents issued or published by the
corporation,
(b) the
duties and powers of the directors to refuse to issue or register transfers of
shares in accordance with the articles of the corporation,
(c) the
limitations on voting rights of any shares held contrary to the articles of the
corporation,
(d) the
powers of the directors to require disclosure of beneficial ownership of shares
of the corporation and the right of the corporation and its directors,
employees and agents to rely on that disclosure and the effects of that
reliance, and
(e) the
rights of any person owning shares of the corporation at the time of an
amendment to its articles constraining share issues or transfers.
(5) An issue or a transfer of a share or an act of
a corporation is valid notwithstanding any contravention of this section or the
regulations.
1981 cB‑15
s168;1987 c15 s17;1992 c21 s6
Proposal for amendment
175(1) Subject to subsection (2), a director or a
shareholder who is entitled to vote at an annual meeting of shareholders may,
in accordance with section 136, make a proposal to amend the articles.
(2) Notice of a meeting of shareholders at which a
proposal to amend the articles is to be considered shall set out the proposed
amendment and, if applicable, shall state that a dissenting shareholder is
entitled to be paid the fair value of the shareholder’s shares in accordance
with section 191, but failure to make that statement does not invalidate an
amendment.
1981 cB‑15 s169
Class votes
176(1) The holders of shares of a class or, subject to
subsection (2), of a series are entitled to vote separately as a class or
series on a proposal to amend the articles to
(a) increase
or decrease the maximum number of authorized shares of that class,
(b) increase
the maximum number of authorized shares of a class having rights or privileges
equal or superior to the rights or privileges attached to the shares of that
class,
(c) effect
an exchange, reclassification or cancellation of all or part of the shares of
that class,
(d) add,
change or remove the rights, privileges, restrictions or conditions attached to
the shares of that class and, without limiting the generality of the foregoing,
(i) remove or change prejudicially rights to accrued dividends or
rights to cumulative dividends,
(ii) add, remove or change prejudicially redemption rights,
(iii) reduce or remove a dividend preference or a liquidation
preference, or
(iv) add, remove or change prejudicially conversion privileges,
options, voting, transfer or pre‑emptive rights, rights to acquire
securities of a corporation or sinking fund provisions,
(e) increase
the rights or privileges of any class of shares having rights or privileges
equal or superior to the rights or privileges attached to the shares of that
class,
(f) create
a new class of shares having rights or privileges equal or superior to the
rights or privileges attached to the shares of that class,
(g) make
the rights or privileges of any class of shares having rights or privileges
inferior to the rights or privileges of the shares of that class equal or
superior to the rights or privileges of the shares of that class,
(h) effect
an exchange or create a right of exchange of all or part of the shares of
another class into the shares of that class, or
(i) constrain
the issue or transfer of the shares of that class or extend or remove that
constraint.
(2) The
holders of a series of shares of a class are entitled to vote separately as a
series under subsection (1) only if the series is affected by an amendment in a
manner different from other shares of the same class.
(3) Subsection
(1) applies whether or not shares of a class or series otherwise carry the
right to vote.
(4) A proposed amendment to the articles referred
to in subsection (1) is adopted when the holders of the shares of each class or
series entitled to vote separately on the amendment as a class or series have
approved the amendment by a special resolution.
1981 cB‑15
s170;1987 c15 s18
Delivery of articles of
amendment
177(1) Subject to any revocation under section 173(2)
or 174(3), after an amendment has been adopted under section 173, 174 or 176,
articles of amendment in the prescribed form shall be sent to the Registrar.
(2) If
an amendment is to change the name of a corporation, documents relating to
corporate names that are prescribed by the regulations shall, unless otherwise
provided by the Registrar, be sent to the Registrar.
(3) If an amendment effects or requires a reduction
of stated capital, section 38(3) and (4) apply.
1981 cB‑15
s171;1983 c20 s13;1984 c12 s1
Certificate of amendment
178 On receipt of articles of amendment, the
Registrar shall issue a certificate of amendment in accordance with section
267.
1981 cB‑15 s172
Effect of certificate
179(1) An amendment becomes effective on the date
shown in the certificate of amendment and the articles are amended accordingly.
(2) No amendment to the articles affects an
existing cause of action or claim or liability to prosecution in favour of or
against the corporation or any of its directors or officers, or any civil,
criminal or administrative action or proceeding to which a corporation or any
of its directors or officers is a party.
1981 cB‑15 s173
Restated articles of
incorporation
180(1) A corporation may at any time, and shall when
reasonably so directed by the Registrar, restate the articles of incorporation
as amended.
(2) A
restatement of articles
(a) may
be done by a resolution of the directors where the restatement only
consolidates previous amendments or is done in conjunction with an amendment
that the directors are authorized to make without a special resolution, and
(b) must
be done by special resolution in all other cases.
(3) Restated
articles of incorporation in prescribed form must be sent to the Registrar.
(4) On
receipt of restated articles of incorporation, the Registrar shall issue a
certificate of registration of restated articles in accordance with section
267.
(5) Restated articles of incorporation are
effective on the date shown in the certificate of registration of restated
articles and supersede the original articles of incorporation and all
amendments to them.
1981 cB‑15
s174;1999 c26 s1
Amalgamation
181 Two or more corporations,
including holding and subsidiary corporations, may amalgamate and continue as
one corporation.
1981 cB‑15
s175;1996 c32 s1
Amalgamation agreement
182(1) Each corporation proposing to amalgamate shall
enter into an agreement setting out the terms and means of effecting the
amalgamation and, in particular, setting out
(a) the
provisions that are required to be included in articles of incorporation under
section 6,
(b) the
name and address of each proposed director of the amalgamated corporation,
(c) the
manner in which the shares of each amalgamating corporation are to be converted
into shares or other securities of the amalgamated corporation,
(d) if
any shares of an amalgamating corporation are not to be converted into
securities of the amalgamated corporation, the amount of money or securities of
any body corporate that the holders of those shares are to receive in addition
to or instead of securities of the amalgamated corporation,
(e) the
manner of payment of money instead of the issue of fractional shares of the
amalgamated corporation or of any other body corporate the securities of which
are to be received in the amalgamation,
(f) whether
the bylaws of the amalgamated corporation are to be those of one of the
amalgamating corporations and, if not, a copy of the proposed bylaws, and
(g) details
of any arrangements necessary to perfect the amalgamation and to provide for
the subsequent management and operation of the amalgamated corporation.
(2) If shares of one of the amalgamating
corporations are held by or on behalf of another of the amalgamating
corporations, the amalgamation agreement shall provide for the cancellation of
those shares when the amalgamation becomes effective without any repayment of
capital in respect of those shares, and no provision shall be made in the
agreement for the conversion of those shares into shares of the amalgamated
corporation.
1981 cB‑15 s176
Shareholder approval of
amalgamation agreement
183(1) The directors of each amalgamating corporation
shall submit the amalgamation agreement for approval to a meeting of the
holders of shares of the amalgamating corporation of which they are directors
and, subject to subsection (4), to the holders of each class or series of those
shares.
(2) A
notice of a meeting of shareholders complying with section 134 shall be sent in
accordance with that section to each shareholder of each amalgamating
corporation and shall
(a) include
or be accompanied with a copy or summary of the amalgamation agreement, and
(b) state
that a dissenting shareholder is entitled to be paid the fair value of the
shareholder’s shares in accordance with section 191, but failure to make that
statement does not invalidate an amalgamation.
(3) Each
share of an amalgamating corporation carries the right to vote in respect of an
amalgamation whether or not it otherwise carries the right to vote.
(4) The
holders of shares of a class or series of shares of an amalgamating corporation
are entitled to vote separately as a class or series in respect of an amalgamation
if the amalgamation agreement contains a provision that, if contained in a
proposed amendment to the articles, would entitle those holders to vote as a
class or series under section 176.
(5) Subject
to subsection (4), an amalgamation agreement is adopted when the shareholders
of each amalgamating corporation have approved of the amalgamation by special
resolutions.
(6) An amalgamation agreement may provide that at
any time before the issue of a certificate of amalgamation the agreement may be
terminated by the directors of an amalgamating corporation, notwithstanding
approval of the agreement by the shareholders of all or any of the amalgamating
corporations.
1981 cB‑15 s177
Vertical and horizontal
short form amalgamation
184(1) A holding corporation and one or more of its
wholly‑owned subsidiary corporations may amalgamate and continue as one
corporation without complying with sections 182 and 183 if
(a) the
amalgamation is approved by a resolution of the directors of each amalgamating
corporation, and
(b) the
resolutions provide that
(i) the shares of each amalgamating subsidiary corporation shall be
cancelled without any repayment of capital in respect of those shares,
(ii) except as may be prescribed, the articles of amalgamation will be
the same as the articles of incorporation of the amalgamating holding
corporation,
(iii) no securities shall be issued by the amalgamated corporation in
connection with the amalgamation, and
(iv) the stated capital of the amalgamated corporation shall be the
same as the stated capital of the amalgamating holding corporation.
(2) Two
or more wholly‑owned subsidiary corporations of the same holding body
corporate may amalgamate and continue as one corporation without complying with
sections 182 and 183 if
(a) the
amalgamation is approved by a resolution of the directors of each amalgamating
corporation, and
(b) the
resolutions provide that
(i) the shares of all but one of the amalgamating subsidiary
corporations shall be cancelled without any repayment of capital in respect of
those shares,
(ii) except as may be prescribed, the articles of amalgamation will be
the same as the articles of incorporation of the amalgamating subsidiary
corporation whose shares are not cancelled, and
(iii) the stated capital of the amalgamating
subsidiary corporations whose shares are cancelled shall be added to the stated
capital of the amalgamating subsidiary corporation whose shares are not
cancelled.
RSA 2000 cB‑9
s184;2005 c8 s43
Delivery of articles of
amalgamation and statutory
declaration to Registrar
185(1) Subject to section 183(6), after an
amalgamation agreement has been adopted under section 183 or an amalgamation
has been approved under section 184, articles of amalgamation in prescribed
form shall be sent to the Registrar together with the documents required by
sections 20 and 106 and, if the name of the amalgamated corporation is not the
same as that of one of the amalgamating corporations, documents relating to
corporate names prescribed by the regulations.
(2) The
articles of amalgamation shall have attached to them the amalgamation
agreement, if any, and a statutory declaration of a proposed director of the
amalgamated corporation that establishes to the satisfaction of the Registrar
that
(a) there
are reasonable grounds for believing that
(i) the amalgamated corporation will be able to pay its liabilities
as they become due, and
(ii) the realizable value of the amalgamated corporation’s assets will
not be less than the aggregate of its liabilities and stated capital of all
classes, and
(b) there
are reasonable grounds for believing that
(i) no creditor will be prejudiced by the amalgamation, or
(ii) adequate notice has been given to all known creditors of the
amalgamating corporations and no creditor objects to the amalgamation otherwise
than on grounds that are frivolous or vexatious.
(3) For
the purposes of subsection (2), adequate notice is given if
(a) a
notice of the proposed amalgamation in writing is sent to each known creditor
having a claim against the corporation that exceeds $1000,
(b) a
notice of the proposed amalgamation is published once in a newspaper published
or distributed in the place where the corporation has its registered office and
reasonable notice of the proposed amalgamation is given in each province and
territory in Canada where the corporation carries on business, and
(c) each
notice states that the corporation intends to amalgamate with one or more
specified corporations in accordance with this Act unless a creditor of the
corporation objects to the amalgamation within 30 days from the date of the
notice.
(4) On receipt of articles of amalgamation and the
other documents required by subsections (1) and (2), and on receipt of the
prescribed fees, the Registrar shall issue a certificate of amalgamation in
accordance with section 267.
1981 cB‑15
s179;1984 c12 s1;1987 c15 s19
Effect of certificate of
amalgamation
186 Subject to section 15.6, on the date shown in a
certificate of amalgamation
(a) the
amalgamation of the amalgamating corporations and their continuance as one
corporation become effective,
(b) the
property of each amalgamating corporation continues to be the property of the
amalgamated corporation,
(c) the
amalgamated corporation continues to be liable for the obligations of each
amalgamating corporation,
(d) an
existing cause of action, claim or liability to prosecution is unaffected,
(e) a
civil, criminal or administrative action or proceeding pending by or against an
amalgamating corporation may be continued to be prosecuted by or against the
amalgamated corporation,
(f) a
conviction against, or ruling, order or judgment in favour of or against, an
amalgamating corporation may be enforced by or against the amalgamated
corporation, and
(g) the articles of amalgamation are deemed to
be the articles of incorporation of the amalgamated corporation and the
certificate of amalgamation is deemed to be the certificate of incorporation of
the amalgamated corporation.
RSA 2000 cB‑9
s186;2005 c8 s44
Amalgamation of Alberta
corporation and extra-provincial corporation where one is wholly‑owned
subsidiary of the other
187(1) A corporation may amalgamate with an extra‑provincial
corporation and continue as one corporation under this Act if
(a) the
extra‑provincial corporation is authorized to amalgamate with the
corporation by the laws of the jurisdiction in which the extra‑provincial
corporation is incorporated, and
(b) one
is the wholly‑owned subsidiary of the other.
(2) Subsection
(1) does not apply if the corporation is a professional corporation.
(3) A
corporation and an extra‑provincial corporation proposing to amalgamate
shall enter into an amalgamation agreement setting out the terms and means of
effecting the amalgamation and, in particular,
(a) providing
for the matters enumerated in section 182(1)(a), (b) and (g),
(b) providing
that the shares of the wholly‑owned subsidiary shall be cancelled without
any repayment of capital in respect of those shares, and
(c) providing
that no securities shall be issued by the amalgamated corporation in connection
with the amalgamation.
(4) An
amalgamation under this section is adopted when
(a) the
agreement is approved by the directors of the corporation,
(b) the
agreement is approved by the directors or comparable governing body of, or the
members of, the extra‑provincial corporation, whichever body is required
under the laws of the jurisdiction of incorporation of the extra‑provincial
corporation to approve it, and
(c) the
extra‑provincial corporation has otherwise complied with the law of the
jurisdiction in which it is incorporated.
(5) An
amalgamation agreement under this section may provide that at any time before
the issue of a certificate of amalgamation, the agreement may be terminated by
the directors of the corporation or the directors or comparable governing body
of the extra‑provincial corporation, notwithstanding any previous
approval of the agreement.
(6) Sections 185 and 186 apply to an amalgamation
under this section as if both of the amalgamating bodies corporate were
corporations except that the notice referred to in section 185(3)(b) shall also
be published or distributed in each jurisdiction outside Canada where either
body corporate carries on business.
1981 cB‑15 s180.1
Continuance of an
extra-provincial corporation as
an Alberta corporation
188(1) An extra‑provincial corporation may, if
so authorized by the laws of the jurisdiction in which it is incorporated,
apply to the Registrar for a certificate of continuance.
(2) The
provisions of the articles of continuance of an extra‑provincial
corporation may, without so stating, vary from the provisions of the extra‑provincial
corporation’s act of incorporation, articles, letters patent or memorandum or
articles of association, if the variation is one which a corporation
incorporated under this Act could effect by way of amendment to its articles.
(3) Articles
of continuance in the prescribed form must be sent to the Registrar together
with the documents required by sections 12(3), 20 and 106.
(4) On
receipt of articles of continuance and the documents required by sections
12(3), 20 and 106, the Registrar shall issue a certificate of continuance in
accordance with section 267.
(5) On
the date shown in the certificate of continuance
(a) the
extra‑provincial corporation becomes a corporation to which this Act
applies as if it had been incorporated under this Act,
(b) the
articles of continuance are deemed to be the articles of incorporation of the
continued corporation, and
(c) the
certificate of continuance is deemed to be the certificate of incorporation of
the continued corporation.
(6) The
Registrar shall forthwith send a copy of the certificate of continuance to the
appropriate official or public body in the jurisdiction in which continuance under
this Act was authorized.
(7) When
an extra‑provincial corporation is continued as a corporation under this
Act,
(a) the
property of the extra‑provincial corporation continues to be the property
of the corporation,
(b) the
corporation continues to be liable for the obligations of the extra‑provincial
corporation,
(c) an
existing cause of action, claim or liability to prosecution is unaffected,
(d) a
civil, criminal or administrative action or proceeding pending by or against
the extra‑provincial corporation may be continued to be prosecuted by or
against the corporation, and
(e) a
conviction against, or ruling, order or judgment in favour of or against, the
extra‑provincial corporation may be enforced by or against the
corporation.
(8) A
share of an extra‑provincial corporation issued before the extra‑provincial
corporation was continued under this Act is deemed to have been issued in
compliance with this Act and with the provisions of the articles of continuance
irrespective of whether the share is fully paid and irrespective of any
designation, rights, privileges, restrictions or conditions set out on or
referred to in the certificate representing the share, and continuance under
this section does not deprive a holder of any right or privilege that the
holder claims under, or relieve the holder of any liability in respect of, an
issued share.
(9) Notwithstanding
section 26(1), if a corporation continued under this Act had, before it was so
continued, issued a share certificate in registered form that is convertible to
a share certificate in favour of bearer, the corporation may, if a holder of
such a share certificate exercises the conversion privilege attached to it,
issue a share certificate in favour of bearer for the same number of shares to
the holder.
(10) For
the purposes of subsections (8) and (9), “share” includes an instrument
referred to in section 31(1), a share warrant or a like instrument.
(11) If
the Registrar determines on the application of an extra‑provincial
corporation that it is not practicable to change a reference to the nominal or
par value of shares of a class or series that it was authorized to issue before
it was continued under this Act, the Registrar may, notwithstanding section
26(1), permit the extra‑provincial corporation to continue to refer in
its articles to those shares, whether issued or unissued, as shares having a
nominal or par value.
(12) A corporation shall set out in its articles the
maximum number of shares of a class or series referred to in subsection (11)
and may not amend its articles to increase that maximum number of shares or to
change the nominal or par value of those shares.
RSA 2000 cB‑9
s188;2006 cS‑4.5 s106
Continuance of an
Alberta corporation into another jurisdiction
189(1) Subject to subsection (9), a corporation may,
if
(a) it
is authorized by the shareholders in accordance with this section, and
(b) the
Registrar approves the proposed continuance in another jurisdiction on being
satisfied that the continuance will not adversely affect creditors or
shareholders of the corporation,
apply to the
appropriate official or public body of another jurisdiction requesting that the
corporation be continued as if it had been incorporated under the laws of that
other jurisdiction.
(2) A
notice of a meeting of shareholders complying with section 134 shall be sent in
accordance with that section to each shareholder and shall state that a
dissenting shareholder is entitled to be paid the fair value of the
shareholder’s shares in accordance with section 191, but failure to make that
statement does not invalidate a discontinuance under this Act.
(3) Each
share of the corporation carries the right to vote in respect of a continuance
whether or not it otherwise carries the right to vote.
(4) An
application for continuance becomes authorized when the shareholders voting on
it have approved of the continuance by a special resolution.
(5) The
directors of a corporation may, if authorized by the shareholders at the time
of approving an application for continuance under this section, abandon the
application without further approval of the shareholders.
(6) On
receipt of notice satisfactory to the Registrar that the corporation has been
continued under the laws of another jurisdiction, and on giving the Registrar’s
approval under subsection (1), the Registrar shall file the notice and issue a
certificate of discontinuance.
(7) Section
267 applies with the necessary changes to the notice filed under subsection (6)
as though the notice were articles that conform to law.
(8) On
the date shown in the certificate of discontinuance, the corporation becomes an
extra‑provincial corporation as if it had been incorporated under the
laws of the other jurisdiction.
(9) A
corporation shall not be continued as a body corporate under the laws of
another jurisdiction unless those laws provide in effect that
(a) the
property of the corporation continues to be the property of the body corporate,
(b) the
body corporate continues to be liable for the obligations of the corporation,
(c) an
existing cause of action, claim or liability to prosecution is unaffected,
(d) a
civil, criminal or administrative action or proceeding pending by or against
the corporation may be continued to be prosecuted by or against the body
corporate, and
(e) a conviction against, or ruling, order or
judgment in favour of or against the corporation may be enforced by or against
the body corporate.
1981 cB‑15 s182
Extraordinary sale,
lease or exchange
190(1) A sale, lease or exchange of all or substantially
all the property of a corporation other than in the ordinary course of business
of the corporation requires the approval of the shareholders in accordance with
subsections (2) to (6).
(2) A
notice of meeting of shareholders complying with section 134 shall be sent in
accordance with that section to each shareholder and shall
(a) include
or be accompanied with a copy or summary of the agreement of sale, lease or
exchange, and
(b) state
that a dissenting shareholder is entitled to be paid the fair value of the
shareholder’s shares in accordance with section 191, but failure to make that
statement does not invalidate a sale, lease or exchange referred to in
subsection (1).
(3) At
the meeting referred to in subsection (2), the shareholders may authorize the
sale, lease or exchange and may fix or authorize the directors to fix any of
its terms and conditions.
(4) Each
share of the corporation carries the right to vote in respect of a sale, lease
or exchange referred to in subsection (1) whether or not it otherwise carries
the right to vote.
(5) The
holders of shares of a class or series of shares of the corporation are
entitled to vote separately as a class or series in respect of a sale, lease or
exchange referred to in subsection (1) only if that class or series is affected
by the sale, lease or exchange in a manner different from the shares of another
class or series.
(6) A
sale, lease or exchange referred to in subsection (1) is adopted when the
holders of each class or series entitled to vote on it have approved of the
sale, lease or exchange by a special resolution.
(7) The directors of a corporation may, if
authorized by the shareholders approving a proposed sale, lease or exchange,
and subject to the rights of third parties, abandon the sale, lease or exchange
without further approval of the shareholders.
1981 cB‑15 s183
Shareholder’s right to dissent
191(1) Subject to sections 192 and 242, a holder of
shares of any class of a corporation may dissent if the corporation resolves to
(a) amend
its articles under section 173 or 174 to add, change or remove any provisions
restricting or constraining the issue or transfer of shares of that class,
(b) amend
its articles under section 173 to add, change or remove any restrictions on the
business or businesses that the corporation may carry on,
(b.1) amend
its articles under section 173 to add or remove an express statement
establishing the unlimited liability of shareholders as set out in section
15.2(1),
(c) amalgamate
with another corporation, otherwise than under section 184 or 187,
(d) be
continued under the laws of another jurisdiction under section 189, or
(e) sell,
lease or exchange all or substantially all its property under section 190.
(2) A
holder of shares of any class or series of shares entitled to vote under
section 176, other than section 176(1)(a), may dissent if the corporation
resolves to amend its articles in a manner described in that section.
(3) In
addition to any other right the shareholder may have, but subject to subsection
(20), a shareholder entitled to dissent under this section and who complies
with this section is entitled to be paid by the corporation the fair value of
the shares held by the shareholder in respect of which the shareholder
dissents, determined as of the close of business on the last business day
before the day on which the resolution from which the shareholder dissents was
adopted.
(4) A
dissenting shareholder may only claim under this section with respect to all
the shares of a class held by the shareholder or on behalf of any one
beneficial owner and registered in the name of the dissenting shareholder.
(5) A
dissenting shareholder shall send to the corporation a written objection to a
resolution referred to in subsection (1) or (2)
(a) at
or before any meeting of shareholders at which the resolution is to be voted
on, or
(b) if
the corporation did not send notice to the shareholder of the purpose of the
meeting or of the shareholder’s right to dissent, within a reasonable time
after the shareholder learns that the resolution was adopted and of the
shareholder’s right to dissent.
(6) An
application may be made to the Court by originating notice after the adoption
of a resolution referred to in subsection (1) or (2),
(a) by
the corporation, or
(b) by
a shareholder if the shareholder has sent an objection to the corporation under
subsection (5),
to fix the fair value
in accordance with subsection (3) of the shares of a shareholder who dissents
under this section, or to fix the time at which a shareholder of an unlimited
liability corporation who dissents under this section ceases to become liable
for any new liability, act or default of the unlimited liability corporation.
(7) If
an application is made under subsection (6), the corporation shall, unless the
Court otherwise orders, send to each dissenting shareholder a written offer to
pay the shareholder an amount considered by the directors to be the fair value
of the shares.
(8) Unless
the Court otherwise orders, an offer referred to in subsection (7) shall be
sent to each dissenting shareholder
(a) at
least 10 days before the date on which the application is returnable, if the
corporation is the applicant, or
(b) within
10 days after the corporation is served with a copy of the originating notice,
if a shareholder is the applicant.
(9) Every
offer made under subsection (7) shall
(a) be
made on the same terms, and
(b) contain
or be accompanied with a statement showing how the fair value was determined.
(10) A
dissenting shareholder may make an agreement with the corporation for the
purchase of the shareholder’s shares by the corporation, in the amount of the
corporation’s offer under subsection (7) or otherwise, at any time before the
Court pronounces an order fixing the fair value of the shares.
(11) A
dissenting shareholder
(a) is
not required to give security for costs in respect of an application under
subsection (6), and
(b) except
in special circumstances must not be required to pay the costs of the
application or appraisal.
(12) In
connection with an application under subsection (6), the Court may give
directions for
(a) joining
as parties all dissenting shareholders whose shares have not been purchased by
the corporation and for the representation of dissenting shareholders who, in the
opinion of the Court, are in need of representation,
(b) the
trial of issues and interlocutory matters, including pleadings and examinations
for discovery,
(c) the
payment to the shareholder of all or part of the sum offered by the corporation
for the shares,
(d) the
deposit of the share certificates with the Court or with the corporation or its
transfer agent,
(e) the
appointment and payment of independent appraisers, and the procedures to be
followed by them,
(f) the
service of documents, and
(g) the
burden of proof on the parties.
(13) On
an application under subsection (6), the Court shall make an order
(a) fixing
the fair value of the shares in accordance with subsection (3) of all
dissenting shareholders who are parties to the application,
(b) giving
judgment in that amount against the corporation and in favour of each of those
dissenting shareholders,
(c) fixing
the time within which the corporation must pay that amount to a shareholder,
and
(d) fixing
the time at which a dissenting shareholder of an unlimited liability
corporation ceases to become liable for any new liability, act or default of
the unlimited liability corporation.
(14) On
(a) the
action approved by the resolution from which the shareholder dissents becoming
effective,
(b) the
making of an agreement under subsection (10) between the corporation and the
dissenting shareholder as to the payment to be made by the corporation for the
shareholder’s shares, whether by the acceptance of the corporation’s offer
under subsection (7) or otherwise, or
(c) the
pronouncement of an order under subsection (13),
whichever first
occurs, the shareholder ceases to have any rights as a shareholder other than
the right to be paid the fair value of the shareholder’s shares in the amount
agreed to between the corporation and the shareholder or in the amount of the
judgment, as the case may be.
(15) Subsection
(14)(a) does not apply to a shareholder referred to in subsection (5)(b).
(16) Until
one of the events mentioned in subsection (14) occurs,
(a) the
shareholder may withdraw the shareholder’s dissent, or
(b) the
corporation may rescind the resolution,
and in either event
proceedings under this section shall be discontinued.
(17) The
Court may in its discretion allow a reasonable rate of interest on the amount
payable to each dissenting shareholder, from the date on which the shareholder
ceases to have any rights as a shareholder by reason of subsection (14) until
the date of payment.
(18) If
subsection (20) applies, the corporation shall, within 10 days after
(a) the
pronouncement of an order under subsection (13), or
(b) the
making of an agreement between the shareholder and the corporation as to the
payment to be made for the shareholder’s shares,
notify each dissenting
shareholder that it is unable lawfully to pay dissenting shareholders for their
shares.
(19) Notwithstanding
that a judgment has been given in favour of a dissenting shareholder under
subsection (13)(b), if subsection (20) applies, the dissenting shareholder, by
written notice delivered to the corporation within 30 days after receiving the
notice under subsection (18), may withdraw the shareholder’s notice of
objection, in which case the corporation is deemed to consent to the withdrawal
and the shareholder is reinstated to the shareholder’s full rights as a
shareholder, failing which the shareholder retains a status as a claimant
against the corporation, to be paid as soon as the corporation is lawfully able
to do so or, in a liquidation, to be ranked subordinate to the rights of
creditors of the corporation but in priority to its shareholders.
(20) A
corporation shall not make a payment to a dissenting shareholder under this
section if there are reasonable grounds for believing that
(a) the
corporation is or would after the payment be unable to pay its liabilities as
they become due, or
(b) the realizable value of the corporation’s
assets would by reason of the payment be less than the aggregate of its
liabilities.
RSA 2000 cB‑9
s191;2005 c40 s7
Part 15
Corporate Reorganization
and Arrangements
Articles of
reorganization resulting from court order
192(1) In this section, “order for reorganization”
means an order of the Court made under
(a) section
242,
(b) the
Bankruptcy and Insolvency Act
(Canada) approving a proposal, or
(c) any
other Act of the Parliament of Canada or an Act of the Legislature that affects
the rights among the corporation, its shareholders and creditors.
(2) If
a corporation is subject to an order for reorganization, its articles may be amended
by the order to effect any change that might lawfully be made by an amendment
under section 173.
(3) If
the Court makes an order for reorganization, the Court may also
(a) authorize
the issue of debt obligations of the corporation, whether or not convertible
into shares of any class or having attached any rights or options to acquire
shares of any class, and fix the terms of those debt obligations, and
(b) appoint
directors in place of or in addition to all or any of the directors then in
office.
(4) After
an order for reorganization has been made, articles of reorganization in
prescribed form shall be sent to the Registrar together with the documents
required by sections 20 and 113, if applicable.
(5) On
receipt of articles of reorganization, the Registrar shall issue a certificate
of amendment in accordance with section 267.
(6) An
order for reorganization becomes effective on the date shown in the certificate
of amendment and the articles of incorporation are amended accordingly.
(7) A shareholder is not entitled to dissent under
section 191 if an amendment to the articles of incorporation is effected under
this section.
1981 cB‑15
s185;1994 c23 s51
Court-approved
arrangements
193(1) In this section, “arrangement” includes, but is
not restricted to,
(a) an
amendment to the articles of a corporation,
(b) an
amalgamation of 2 or more corporations,
(c) an
amalgamation of a body corporate with a corporation that results in an
amalgamated corporation subject to this Act,
(d) a
division of the business carried on by a corporation,
(e) a
transfer of all or substantially all the property of a corporation to another
body corporate in exchange for property, money or securities of the body
corporate,
(f) an
exchange of securities of a corporation held by security holders for property,
money or other securities of the corporation or property, money or securities
of another body corporate that is not a take‑over bid as defined in
section 194,
(g) a
liquidation and dissolution of a corporation,
(h) a
compromise between a corporation and its creditors or any class of its
creditors or between a corporation and the holders of its shares or debt
obligations or any class of those holders, or
(i) any
combination of the foregoing.
(2) An
application may be made to the Court by a corporation or a security holder or
creditor of a corporation for an order approving an arrangement in respect of
the corporation.
(3) If
an arrangement can be effected under any other provision of this Act, an
application may not be made under this section unless it is impracticable to
effect the arrangement under that other provision.
(4) In
connection with an application under this section, the Court, unless it
dismisses the application,
(a) shall
order the holding of a meeting of shareholders or a class or classes of
shareholders to vote on the proposed arrangement,
(b) shall
order a meeting of persons who are creditors or holders of debt obligations of
the corporation or of options or rights to acquire securities of the corporation,
or any class of those persons, if the Court considers that those persons or
that class of persons are affected by the proposed arrangement,
(c) may,
with respect to any meeting referred to in clause (a) or (b), give any
directions in the order respecting
(i) the calling of and the giving of notice of the meeting,
(ii) the conduct of the meeting,
(iii) subject to subsection (6), the majority required to pass a
resolution at the meeting, and
(iv) any other matter it thinks fit,
and
(d) may
make an order appointing counsel to represent, at the expense of the
corporation, the interests of the shareholders or any of them.
(5) The
notice of a meeting referred to in subsection (4)(a) or (b) must contain or be
accompanied with
(a) a
statement explaining the effect of the arrangement, and
(b) if
the application is made by the corporation, a statement of any material
interests of the directors of the corporation, whether as directors, security
holders or creditors, and the effect of the arrangement on those interests.
(6) An
order made under subsection (4)(c)(iii) in respect of any meeting may not
provide for any majority that is less than the following:
(a) in
the case of a vote of the shareholders or a class of shareholders, a majority
of at least 2/3 of the votes cast by the shareholders voting on the resolution;
(b) in
the case of a vote of creditors or a class of creditors, a majority in number
representing at least 2/3 of the amount of their claims;
(c) in
the case of a vote of the holders of debt obligations or a class of those
holders, a majority in number representing at least 2/3 of the amount of their
claims;
(d) in
the case of a vote of holders of options or rights to acquire securities, the
majority that would be required under clause (a) or (c) if those holders had
acquired ownership of the securities.
(7) Notwithstanding
anything in subsections (4) to (6), if a resolution required to be voted on
pursuant to the order under subsection (4) is in writing and signed by all the
persons entitled to vote on the resolution,
(a) the
meeting required to be held by the order need not be held, and
(b) the
resolution is as valid as if it had been passed at a meeting.
(8) If
the application is in respect of a distributing corporation, the applicant
shall give the Executive Director notice of the application and the Executive
Director is entitled to appear and be heard in person or by counsel.
(9) After
the holding of the meetings required by an order under subsection (4) or the
submission to it of written resolutions that comply with subsection (7), the
Court shall hear the application and may in its discretion
(a) approve
the arrangement as proposed by the applicant or as amended by the Court, or
(b) refuse
to approve the arrangement,
and make any further
order it thinks fit.
(10) After
an order referred to in subsection (9)(a) has been made, the corporation shall
send to the Registrar
(a) a
copy of the order,
(b) articles
of arrangement in the prescribed form,
(c) articles
of amalgamation or a statement of intent to dissolve pursuant to section 212 in
the prescribed form, if applicable, and
(d) the
documents required by sections 20 and 113, if applicable,
and the Registrar
shall file them.
(11) On
filing any documents referred to in subsections (10)(b) and (c), the Registrar
shall issue the appropriate certificate in accordance with section 267.
(12) An
arrangement becomes effective
(a) on
the date shown in the certificate issued pursuant to subsection (11), or
(b) if
no certificate is required to be issued pursuant to subsection (11), on the
date the documents are filed pursuant to subsection (10).
(13) An arrangement as approved by the Court is
binding on the corporation and all other persons.
1981 cB‑15
s186;1988 c7 s3;1995 c28 s64
Part 16
Take‑over Bids ‑
Compulsory Purchase
Definitions
194 In this Part,
(a) “dissenting
offeree” means an offeree who does not accept a take‑over bid and a
person who acquires from an offeree a share for which a take‑over bid is
made;
(b) “offer”
includes an invitation to make an offer;
(c) “offeree”
means a person to whom a take‑over bid is made;
(d) “offeree
corporation” means a corporation whose shares are the object of a take‑over
bid;
(e) “offeror”
means a person, other than an agent, who makes a take‑over bid, and
includes 2 or more persons who, directly or indirectly,
(i) make take‑over bids jointly or in concert, or
(ii) intend to exercise jointly or in concert voting rights attached
to shares for which a take‑over bid is made;
(f) “share”
means a share with or without voting rights and includes
(i) a security currently convertible into such a share, and
(ii) currently exercisable options and rights to acquire such a share
or such a convertible security;
(g) “take‑over bid” means an offer made by
an offeror to shareholders to acquire all the shares of any class of shares of
an offeree corporation not already owned by the offeror, and includes every
take‑over bid by a corporation to repurchase all the shares of any class
of its shares that leaves outstanding voting shares of the corporation.
1981 cB‑15 s187
Compulsory acquisition
of shares of dissenting offeree
195(1) A take‑over bid is deemed to be dated as
of the date on which it is sent.
(2) If
within the time limited in a take‑over bid for its acceptance or within
120 days after the date of a take‑over bid, whichever period is the
shorter, the bid is accepted by the holders of not less than 90% of the shares
of any class of shares to which the take‑over bid relates, other than
shares of that class held at the date of the take‑over bid by or on
behalf of the offeror or an affiliate or associate of the offeror, the offeror
is entitled, on the bid being so accepted and on complying with this Part, to
acquire the shares of that class held by the dissenting offerees.
(3) The rights of an offeror and offeree under this
Part are subject to any unanimous shareholder agreement.
1981 cB-15 s188;1981 c44
s1
Offeror’s notices
196(1) An offeror may acquire shares held by a
dissenting offeree by sending by registered mail within 60 days after the date
of termination of the take‑over bid and in any event within 180 days
after the date of the take‑over bid, an offeror’s notice to each
dissenting offeree stating that
(a) the
offerees holding not less than 90% of the shares to which the bid relates have
accepted the take‑over bid,
(b) the
offeror is bound to take up and pay for or has taken up and paid for the shares
of the offerees who accepted the take‑over bid,
(c) a
dissenting offeree is required to elect
(i) to transfer the offeree’s shares to the offeror on the terms on
which the offeror acquired the shares of the offerees who accepted the take‑over
bid, or
(ii) to demand payment of the fair value of the offeree’s shares
(A) by notifying the offeror, and
(B) repealed 2005 c8 s45,
within 20 days after the
offeree receives the offeror’s notice,
(d) a
dissenting offeree who does not notify the offeror is deemed to have elected to
transfer the offeree’s shares to the offeror on the same terms that the offeror
acquired the shares from the offerees who accepted the take‑over bid, and
(e) a
dissenting offeree shall send the share certificates of the class of shares to
which the take‑over bid relates to the offeree corporation within 20 days
after the offeree receives the offeror’s notice.
(2) Concurrently
with sending the offeror’s notice under subsection (1), the offeror shall send
or deliver to the offeree corporation a copy of the offeror’s notice, which
constitutes a demand under section 88(1) of the Securities Transfer Act
that the offeree corporation not register a transfer with respect to each share
held by a dissenting offeree.
RSA 2000 cB‑9
s196;2006 cS‑4.5 s106
Surrender of share
certificate and payment of money
197(1) A dissenting offeree to whom an offeror’s
notice is sent under section 196(1) shall, within 20 days after the offeree
receives that notice, send the offeree’s share certificates of the class of
shares to which the take‑over bid relates to the offeree corporation.
(2) Within 20 days after the offeror sends an
offeror’s notice under section 196(1), the offeror shall pay or transfer to the
offeree corporation the amount of money or other consideration that the offeror
would have had to pay or transfer to a dissenting offeree if the dissenting
offeree had elected to accept the take‑over bid under section
196(1)(c)(i).
1981 cB‑15 s190
Offeree corporation’s obligations
198(1) The offeree corporation is deemed to hold in
trust for the dissenting offerees the money or other consideration it receives
under section 197(2), and the offeree corporation shall deposit the money in a
separate account in a bank or other body corporate any of whose deposits are
insured by the Canada Deposit Insurance Corporation or guaranteed by the Quebec
Deposit Insurance Board, and shall place the other consideration in the custody
of a bank or such other body corporate.
(2) Within
30 days after the offeror sends an offeror’s notice under section 196(1), the
offeree corporation shall, if the offeror has paid or transferred to the
offeree corporation the money or other consideration referred to in section
197(2),
(a) issue
to the offeror a share certificate in respect of the shares that were held by
dissenting offerees,
(b) give
to each dissenting offeree who elects to accept the take‑over bid terms
under section 196(1)(c)(i) and who sends or delivers the offeree’s share
certificates as required under section 197(1), the money or other consideration
to which the offeree is entitled, disregarding fractional shares, which may be
paid for in money, and
(c) send
to each dissenting shareholder who has not sent the shareholder’s share
certificates as required under section 197(1) a notice stating that
(i) the shareholder’s shares have been cancelled,
(ii) the offeree corporation or some designated person holds in trust
for the shareholder the money or other consideration to which the shareholder
is entitled as payment for or in exchange for the shareholder’s shares, and
(iii) the offeree corporation will, subject to
sections 199 to 205, send that money or other consideration to the shareholder
forthwith after receiving the shareholder’s shares.
1981 cB‑15 s191
Offeror’s right to apply
199(1) If a dissenting offeree has elected to demand
payment of the fair value of the offeree’s shares under section 196(1)(c), the
offeror may, within 20 days after the offeror has paid the money or transferred
the other consideration under section 197(2), apply to the Court to fix the
fair value of the shares of that dissenting offeree.
(2) If
an offeror fails to apply to the Court under subsection (1), a dissenting
offeree may apply to the Court for the same purpose within a further period of
20 days after the 20‑day period referred to in subsection (1) has
elapsed.
(3) Where no application is made to the Court under
subsection (2) within the 20‑day period provided for in that subsection,
the dissenting offeree is deemed to have elected to transfer the offeree’s
shares to the offeror on the same terms that the offeror acquired the shares
from the offerees who accepted the take‑over bid.
RSA 2000 cB‑9
s199;2005 c8 s46
No security for costs
200 A dissenting offeree is not required to give
security for costs in an application made under this Part.
1981 cB‑15 s193
Procedure on application
201 If more than one application is made under
sections 196 and 199, the offeror or a dissenting offeree may apply to have the
applications heard together.
1981 cB‑15 s194
Court to fix fair value
202 On an application under this Part, the Court
shall fix a fair value for the shares of each dissenting offeree who is a party
to the application.
1981 cB‑15 s195
Power of Court
203 The Court may in its discretion appoint one or
more appraisers to assist the Court to fix a fair value for the shares of a
dissenting offeree.
1981 cB‑15 s196
Final order
204 The final order of the Court is to be made
against the offeror in favour of each dissenting offeree who has elected to
demand payment of the fair value of the offeree’s shares for the fair value of
the offeree’s shares as fixed by the Court.
1981 cB‑15 s197
Additional powers of
Court
205 In connection with proceedings under this Part,
the Court may make any order it thinks fit and, without limiting the generality
of the foregoing, it may do any or all of the following:
(a) fix
the amount of money or other consideration that is required to be held in trust
under section 198(1);
(b) order
that that money or other consideration be held in trust by a person other than
the offeree corporation;
(c) allow
a reasonable rate of interest on the amount payable to each dissenting offeree
from the date the offeree sends or delivers the offeree’s share certificates
under section 197(1) until the date of payment;
(d) order that any money payable to a
shareholder who cannot be found be paid to the Crown and section 228(3) applies
in respect of money so paid.
RSA 2000 cB‑9
s205;2005 c8 s47
Corporation’s offer to repurchase its own shares
206(1) If the take‑over bid is an offer by a
corporation to repurchase its own shares section 196(2) does not apply, and
section 197(2) does not apply, but the corporation shall comply with section
198(1) within 20 days after it sends an offeror’s notice under section 196(1).
(2) Subsection
(3) applies if
(a) the
take‑over bid is an offer by a corporation to repurchase its own shares,
and
(b) the
corporation is prohibited by section 34
(i) from depositing or placing the consideration for the shares
pursuant to section 198(1), or
(ii) paying the amount for the shares fixed by the Court pursuant to
section 202.
(3) If
the conditions referred to in subsection (2) are met, the corporation
(a) shall
re‑issue to the dissenting offeree the shares for which the corporation
is not allowed to pay, and
(b) is
entitled to use for its own benefit any money or consideration deposited or
placed under section 198(1), and
the dissenting offeree is reinstated to the offeree’s full
rights, as a shareholder.
1981 cB‑15 s199
Part 17
Liquidation and Dissolution
Definition
206.1 In this Part, “interested person” means
(a) a
shareholder, a director, an officer, an employee and a creditor of a dissolved
corporation,
(b) a
person who has a contractual relationship with a dissolved corporation,
(c) a
trustee in bankruptcy for a dissolved corporation, or
(d) a person designated as an interested person
by an order of the Court.
2005 c8 s48
Staying proceedings
207 Any proceedings taken under this Part to
dissolve or to liquidate and dissolve a corporation shall be stayed if the corporation
is at any time found to be insolvent within the meaning of the Bankruptcy and Insolvency Act (Canada).
1981 cB‑15
s200;1994 c23 s51
Revival
208(1) If a corporation is dissolved under this Part,
any interested person may apply to the Registrar to have the corporation
revived.
(2) Articles
of revival in the prescribed form and documents relating to corporate names
that are prescribed by the regulations must, unless otherwise provided by the
Registrar, be sent to the Registrar.
(3) On
receipt of articles of revival and the documents referred to in subsection (2),
the Registrar shall issue a certificate of revival in accordance with section
267.
(4) A corporation is revived on the date shown in
the certificate of revival and, subject to any reasonable terms that the
Registrar may impose and to rights acquired by any person prior to the revival,
the corporation is deemed to have continued in existence as if it had not been
dissolved.
1981 cB‑15
s201;1984 c12 s1;1987 c15 s21
Revival of society
209 Section 208 applies to a society that has been
removed from the register under the Companies
Act.
1983 c20 s14
Revival
210(1) Any interested person may apply to the Court
for an order reviving
(a) a
body corporate dissolved under section 273,
(a.1) a
body corporate dissolved under this Part,
(b) a
body corporate that was dissolved under the Companies
Act or its predecessors before or after the coming into force of this Act
and that was not at the time of its dissolution a not‑for‑profit
company as defined in section 273(1), or
(c) a
body corporate that was dissolved by reason of the operation of subsection (7).
(2) An
applicant under subsection (1) shall give notice of the application to the
Registrar and the Registrar is entitled to appear and be heard in person or by
counsel.
(3) An
order under subsection (1) may revive the body corporate
(a) for
the purpose of enabling it to apply for continuance under section 274, or
(b) for
the purpose of carrying out particular acts specified in the order,
and the order shall
state that the revival remains in effect for a specific time limited by the
order.
(4) In
an order under subsection (1), the Court may
(a) give
directions as to the holding of meetings of shareholders, the appointment of
directors and meetings of directors,
(b) in
the case of a body corporate revived for the purpose of enabling it to apply
for continuance under section 274, give directions regarding any matter that
the shareholders are required or authorized to provide for pursuant to section
273(4) and (6),
(c) specify
any provisions of the Companies Act
that are not to apply to the body corporate during the period of its revival,
or declare that any provisions of the Companies
Act are to apply to the body corporate with the variations prescribed by
the order,
(d) change
the name of the body corporate to a number designated or name approved by the
Registrar, and
(e) give
any other directions the Court thinks fit.
(5) Where
a person seeks the approval of the Registrar under subsection (4)(d), the
person shall provide to the Registrar documents relating to corporate names
that are prescribed by the regulations.
(6) Subject
to subsection (4)(c), the Companies Act
applies to a body corporate revived under this section.
(7) A
body corporate revived by an order under this section is dissolved on the
expiration of the time limited by the order unless it is sooner continued as a
corporation under section 274.
(8) If
an order is made under this section, the applicant shall forthwith send a
certified copy of the order to the Registrar who shall file it and restore the
body corporate to the register under the Companies
Act.
(9) A body corporate is revived on the making of an
order under this section and, subject to the terms imposed by the order and to
rights acquired by any person prior to the revival, the body corporate is
deemed to have continued in existence as if it had not been dissolved.
RSA 2000 cB‑9
s210;2005 c8 s49
Dissolution by directors
or shareholders in special cases
211(1) A corporation that has not issued any shares
and that has no property and no liabilities may be dissolved at any time by
resolution of all the directors.
(2) A
corporation that has no property and no liabilities may be dissolved by special
resolution of the shareholders or, if it has issued more than one class of
shares, by special resolutions of the holders of each class whether or not they
are otherwise entitled to vote.
(2.1) A corporation whose liabilities have
been fully assumed by its parent corporation may be dissolved by special
resolution of the shareholders or, if it has issued more than one class of
shares, by special resolutions of each class whether or not they are otherwise
entitled to vote, if
(a) the
parent corporation is a Canadian corporation,
(b) the
parent corporation owns not less than 90% of the shares of the corporation, and
(c) an
officer of the parent corporation provides a statutory declaration that the
liabilities of the corporation have been fully assumed by the parent corporation.
(3) A
corporation that has property or liabilities, or both, may be dissolved by
special resolution of the shareholders or, if it has issued more than one class
of shares, by special resolutions of the holders of each class whether or not
they are otherwise entitled to vote, if
(a) by
the special resolution or resolutions the shareholders authorize the directors
to cause the corporation to distribute all property and discharge all
liabilities, and
(b) the
corporation has distributed all property and discharged all liabilities before
it sends articles of dissolution to the Registrar pursuant to subsection (4).
(4) Articles
of dissolution in prescribed form shall be sent to the Registrar.
(5) On
receipt of articles of dissolution, the Registrar shall issue a certificate of
dissolution in accordance with section 267.
(6) The corporation ceases to exist on the date
shown in the certificate of dissolution.
RSA 2000 cB‑9
s211;2005 c8 s50
Voluntary liquidation
and dissolution
212(1) The directors may propose, or a shareholder who
is entitled to vote at an annual meeting of shareholders may, in accordance
with section 136, make a proposal for the voluntary liquidation and dissolution
of a corporation.
(2) Notice
of any meeting of shareholders at which voluntary liquidation and dissolution
is to be proposed shall set out the terms of the liquidation and dissolution.
(3) A
corporation may liquidate and dissolve by special resolution of the
shareholders or, if the corporation has issued more than one class of shares,
by special resolution of the holders of each class whether or not they are
otherwise entitled to vote.
(4) A
statement of intent to dissolve in prescribed form must be sent to the
Registrar.
(5) On
receipt of a statement of intent to dissolve, the Registrar shall issue a
certificate of intent to dissolve in accordance with section 267.
(6) On
issue of a certificate of intent to dissolve, the corporation shall cease to
carry on business except to the extent necessary for the liquidation, but its
corporate existence continues until the
Registrar issues a certificate of dissolution.
(7) After
issue of a certificate of intent to dissolve, the corporation shall
(a) immediately
cause notice of the issue of the certificate to be sent or delivered to each
known creditor of the corporation,
(b) forthwith
publish notice of the issue of the certificate
(i) in the Registrar’s periodical or The Alberta Gazette, and
(ii) once in a newspaper published or distributed in the place where
the corporation has its registered office,
and take reasonable steps
to give notice of the issue of the certificate in every jurisdiction where the
corporation was carrying on business at the time it sent the statement of
intent to dissolve to the Registrar,
(c) proceed
to collect its property, to dispose of properties that are not to be
distributed in kind to its shareholders, to discharge all its obligations and
to do all other acts required to liquidate its business, and
(d) after
giving the notice required under clauses (a) and (b) and adequately providing
for the payment or discharge of all its obligations, distribute its remaining
property, either in money or in kind, among its shareholders according to their
respective rights.
(8) The
Registrar or any interested person may, at any time during the liquidation of a
corporation, apply to the Court for an order that the liquidation be continued
under the supervision of the Court as provided in this Part, and on the
application the Court may so order and make any further order it thinks fit.
(9) An
applicant under this section shall give the Registrar notice of the
application, and the Registrar is entitled to appear and be heard in person or
by counsel.
(10) At
any time after the issue of a certificate of intent to dissolve and before the
issue of a certificate of dissolution, a certificate of intent to dissolve may
be revoked
(a) by
sending to the Registrar a statement of revocation of intent to dissolve in the
prescribed form and approved in the same manner as the resolution under
subsection (3), and
(b) by
publishing the statement in the Registrar’s periodical or The Alberta Gazette.
(11) On
receipt of a statement of revocation of intent to dissolve, the Registrar shall
issue a certificate of revocation of intent to dissolve in accordance with
section 267.
(12) On
the date shown in the certificate of revocation of intent to dissolve, the
revocation is effective and the corporation may continue to carry on its
business or businesses.
(13) If
a certificate of intent to dissolve has not been revoked and the corporation
has complied with subsection (7), the corporation shall prepare articles of
dissolution in the prescribed form and send them to the Registrar.
(14) If
a certificate of intent to dissolve has not been revoked and the corporation
has complied with subsection (7)(a) and (b) but is unable to comply with
subsection (7)(c) and (d) because it has no assets with which to provide for
the payment or discharge of its remaining obligations, the corporation may prepare
articles of dissolution in the prescribed form and send them to the Registrar,
together with a statutory declaration of a director of the corporation that
establishes to the satisfaction of the Registrar
(a) that
the corporation has no assets, and
(b) that,
during the 13 months preceding the date of the statutory declaration, the
corporation has not
(i) distributed any of its property to its shareholders by dividend
or otherwise, or
(ii) conferred a benefit on any of the directors by way of remuneration
or bonuses or other special payments that is in excess of an amount that fairly
represents reasonable remuneration for services performed for the corporation
by the director.
(15) On
receipt of articles of dissolution under subsection (13) or articles of
dissolution and the statutory declaration under subsection (14), the Registrar
shall issue a certificate of dissolution in accordance with section 267.
(16) The corporation ceases to exist on the date
shown in the certificate of dissolution.
1981 cB‑15
s204;1983 c20 s25;1987 c15 s23
Dissolution by Registrar
213(1) Subject to subsections (2) and (3), if a
corporation
(a) has
not commenced business within 3 years after the date shown in its certificate
of incorporation,
(b) has
not carried on its business for 3 consecutive years, or
(c) is
in default for a period of one year in sending to the Registrar any notice or
document required by this Act,
the Registrar may
dissolve the corporation by issuing a certificate of dissolution under this
section or the Registrar may apply to the Court for an order dissolving the
corporation, in which case section 218 applies.
(2) The
Registrar shall not dissolve a corporation under this section until the
Registrar has
(a) given
120 days’ notice of the Registrar’s decision to dissolve the corporation to the
corporation and to each director of the corporation, and
(b) published
notice of the Registrar’s decision to dissolve the corporation in the
Registrar’s periodical or The Alberta Gazette.
(3) Unless
cause to the contrary has been shown or an order has been made by the Court
under section 247, the Registrar may, after expiry of the period referred to in
subsection (2), issue a certificate of dissolution in the prescribed form.
(4) The corporation ceases to exist on the date
shown in the certificate of dissolution.
1981 cB‑15
s205;1983 c20 s25
Dissolution by court
order
214(1) The Registrar or any interested person may
apply to the Court for an order dissolving a corporation if the corporation has
(a) failed
for 2 or more consecutive years to comply with the requirements of this Act
with respect to the holding of annual meetings of shareholders,
(b) contravened
section 17(2), 23, 157 or 159, or
(c) procured
any certificate under this Act by misrepresentation.
(2) An
applicant under this section, other than the Registrar, shall give the
Registrar notice of the application, and the Registrar is entitled to appear
and be heard in person or by counsel.
(3) On
an application under this section or section 213, the Court may order that the
corporation be dissolved or that the corporation be liquidated and dissolved
under the supervision of the Court, and the Court may make any other order it
thinks fit.
(4) On
receipt of an order under this section, section 213 or section 215, the
Registrar shall
(a) if
the order is to dissolve the corporation, issue a certificate of dissolution in
the prescribed form, or
(b) if
the order is to liquidate and dissolve the corporation under the supervision of
the Court, issue a certificate of intent to dissolve in the prescribed form and
publish notice of the order in the Registrar’s periodical or The Alberta
Gazette.
(5) The corporation ceases to exist on the date
shown in the certificate of dissolution.
1981 cB‑15
s206;1983 c20 s25
Other grounds for
liquidation and dissolution pursuant
to court order
215(1) The Court may order the liquidation and
dissolution of a corporation or any of its affiliated corporations on the
application of a shareholder,
(a) if
the Court is satisfied that in respect of a corporation or any of its
affiliates
(i) any act or omission of the corporation or any of its affiliates
effects a result,
(ii) the business or affairs of the corporation or any of its
affiliates are or have been carried on or conducted in a manner, or
(iii) the powers of the directors of the corporation or any of its
affiliates are or have been exercised in a manner
that is oppressive or
unfairly prejudicial to or that unfairly disregards the interests of any
security holder, creditor, director or officer, or
(b) if
the Court is satisfied that
(i) a unanimous shareholder agreement entitles a complaining
shareholder to demand dissolution of the corporation after the occurrence of a
specified event and that event has occurred, or
(ii) it is just and equitable that the corporation should be
liquidated and dissolved.
(2) On
an application under this section, the Court may make any order under this
section or section 242 it thinks fit.
(3) Section 243 applies to an application under
this section.
1981 cB‑15 s207
Application for court
supervision
216(1) An application to the Court to supervise a
voluntary liquidation and dissolution under section 212(8) shall state the
reasons, verified by an affidavit of the applicant, why the Court should
supervise the liquidation and dissolution.
(2) If the Court makes an order applied for under
section 212(8), the liquidation and dissolution of the corporation shall
continue under the supervision of the Court in accordance with this Act.
1981 cB‑15 s208
Show cause order
217(1) An application to the Court under section
215(1) shall state the reasons, verified by an affidavit of the applicant, why
the corporation should be liquidated and dissolved.
(2) On
an application under section 215(1), the Court may make an order requiring the
corporation and any person having an interest in the corporation or a claim
against it to show cause, at a time and place specified in the order but not
less than 4 weeks after the date of the order, why the corporation should not
be liquidated and dissolved.
(3) On
an application under section 215(1), the Court may order the directors and
officers of the corporation to furnish to the Court all material information
known to or reasonably ascertainable by them, including
(a) financial
statements of the corporation,
(b) the
name and address of each shareholder of the corporation, and
(c) the
name and address of each creditor or claimant, including any creditor or
claimant with unliquidated, future or contingent claims, and any person with
whom the corporation has a contract.
(4) A
copy of an order made under subsection (2) must be
(a) published
as directed in the order, at least once in each week before the time appointed
for the hearing, in a newspaper published or distributed in the place where the
corporation has its registered office, and
(b) served
on the Registrar and each person named in the order.
(5) Publication and service of an order under this
section must be effected by the corporation or by any other person and in any
manner the Court may order.
1981 cB‑15 s209
Powers of the Court
218 In connection with the dissolution or the
liquidation and dissolution of a corporation, the Court may make any order it
thinks fit including, without limiting the generality of the foregoing, any one
or more of the following:
(a) an
order to liquidate;
(b) an
order appointing a liquidator, with or without security, fixing a liquidator’s
remuneration or replacing a liquidator;
(c) an
order appointing inspectors or referees, specifying their powers, fixing their
remuneration or replacing inspectors or referees;
(d) an
order determining the notice to be given to any interested person, or
dispensing with notice to any person;
(e) an
order determining the validity of any claims made against the corporation;
(f) an
order at any stage of the proceedings, restraining the directors and officers
from
(i) exercising any of their powers, or
(ii) collecting or receiving any debt or other property of the
corporation, or from paying out or transferring any property of the
corporation, except as permitted by the Court;
(g) an
order determining and enforcing the duty or liability of any director, officer
or shareholder
(i) to the corporation, or
(ii) for an obligation of the corporation;
(h) an
order approving the payment, satisfaction or compromise of claims against the
corporation and the retention of assets for that purpose, and determining the
adequacy of provisions for the payment or discharge of obligations of the
corporation, whether liquidated, unliquidated, future or contingent;
(i) an
order disposing of or destroying the documents and records of the corporation;
(j) on
the application of a creditor, the inspectors or the liquidator, an order
giving directions on any matter arising in the liquidation;
(k) after
notice has been given to all interested parties, an order relieving a
liquidator from any omission or default on any terms the Court thinks fit or
confirming any act of the liquidator;
(l) subject
to section 224, an order approving any proposed interim or final distribution
to shareholders in money or in property;
(m) an
order disposing of any property belonging to creditors or shareholders who
cannot be found;
(n) on
the application of any director, officer, security holder, creditor or the
liquidator,
(i) an order staying the liquidation on any terms and conditions the
Court thinks fit,
(ii) an order continuing or discontinuing the liquidation proceedings,
or
(iii) an order to the liquidator to restore to the corporation all its
remaining property;
(o) after the liquidator has rendered the
liquidator’s final account to the Court, an order dissolving the corporation.
1981 cB‑15 s210
Commencement of
liquidation
219 If the Court makes an order for the liquidation
of a corporation, the liquidation commences when the order is made.
1981 cB‑15 s211
Effect of liquidation
order
220(1) If the Court makes an order for the liquidation
of a corporation,
(a) the
corporation continues in existence but shall cease to carry on business, except
the business that is, in the opinion of the liquidator, required for an orderly
liquidation, and
(b) the
powers of the directors and shareholders cease and vest in the liquidator,
except as specifically authorized by the Court.
(2) The liquidator may delegate any of the powers
vested in the liquidator by subsection (1)(b) to the directors or shareholders.
1981 cB‑15 s212
Appointment of
liquidator
221(1) When making an order for the liquidation of a
corporation or at any later time, the Court may appoint any person, including a
director, an officer or a shareholder of the corporation or any other body
corporate, as liquidator of the corporation.
(2) If an order for the liquidation of a
corporation has been made and the office of liquidator is or becomes vacant,
the property of the corporation is under the control of the Court until the
office of liquidator is filled.
1981 cB‑15 s213
Duties of liquidator
222(1) A liquidator shall
(a) forthwith
after the liquidator’s appointment give notice of the liquidator’s appointment
to the Registrar and to each claimant and creditor known to the liquidator,
(b) forthwith
publish notice in the Registrar’s periodical or The Alberta Gazette and once a
week for 2 consecutive weeks in a newspaper published or distributed in the
place where the corporation has its registered office and take reasonable steps
to give notice in each province and territory in Canada where the corporation
carries on business, stating the fact of the liquidator’s appointment and
requiring any person
(i) indebted to the corporation, to provide a statement of account
respecting the indebtedness and to pay to the liquidator at the time and place
specified any amount owing,
(ii) possessing property of the corporation, to deliver it to the
liquidator at the time and place specified, and
(iii) having a claim against the corporation, whether liquidated,
unliquidated, future or contingent, to present particulars of the claim in
writing to the liquidator not later than 2 months after the first publication
of the notice,
(c) take
into the liquidator’s custody and control the property of the corporation,
(d) open
and maintain a trust account for the money of the corporation,
(e) keep
accounts of the money of the corporation received and paid out by the
liquidator,
(f) maintain
separate lists of the shareholders, creditors and other persons having claims
against the corporation,
(g) if
at any time the liquidator determines that the corporation is unable to pay or
adequately provide for the discharge of its obligations, apply to the Court for
directions,
(h) deliver
to the Court and to the Registrar, at least once in every 12‑month period
after the liquidator’s appointment or more often as the Court may require,
financial statements of the corporation in the form required by section 155 or
in any other form the liquidator thinks proper or as the Court may require, and
(i) after
the liquidator’s final accounts are approved by the Court, distribute any
remaining property of the corporation among the shareholders according to their
respective rights.
(2) A liquidator is not liable if the
liquidator exercises the care, diligence and skill that a reasonably prudent
person would exercise in comparable circumstances, including reliance in good
faith on
(a) financial
statements of the corporation represented to the liquidator by an officer of
the corporation or in a written report of the auditor of the corporation to
reflect fairly the financial condition of the corporation, or
(b) a report of a person whose profession lends
credibility to a statement made by the professional person.
RSA 2000 cB‑9
s222;2005 c8 s51
Powers of liquidator
223(1) A liquidator may
(a) retain
lawyers, accountants, engineers, appraisers and other professional advisors,
(b) bring,
defend or take part in any civil, criminal or administrative action or
proceeding in the name and on behalf of the corporation,
(c) carry
on the business of the corporation as required for an orderly liquidation,
(d) sell
property of the corporation publicly or privately,
(e) do
all acts and execute any documents in the name and on behalf of the
corporation,
(f) borrow
money on the security of the property of the corporation,
(g) settle
or compromise any claims by or against the corporation, and
(h) do
all other things for the liquidation of the corporation and distribution of its
property.
(2) A
liquidator is not liable if the liquidator relies in good faith on
(a) financial
statements of the corporation represented to the liquidator by an officer of
the corporation or in a written report of the auditor of the corporation to
reflect fairly the financial condition of the corporation, or
(b) an
opinion, a report or a statement of a lawyer, accountant, engineer, appraiser
or other professional advisor retained by the liquidator.
(3) If
a liquidator has reason to believe that any person has in the person’s
possession or under the person’s control, or has concealed, withheld or
misappropriated any property of the corporation, the liquidator may apply to
the Court for an order requiring that person to appear before the Court at the
time and place designated in the order and to be examined.
(4) If the examination referred to in subsection
(3) discloses that a person has in the person’s possession or under the
person’s control or has concealed, withheld or misappropriated property of the
corporation, the Court may order that person to restore it or pay compensation
to the liquidator.
1981 cB‑15 s215
Final accounts and
discharge of liquidator
224(1) A liquidator shall pay the costs of liquidation
out of the property of the corporation and shall pay or make adequate provision
for all claims against the corporation.
(2) Within
one year after the liquidator’s appointment, and after paying or making
adequate provision for all claims against the corporation, the liquidator shall
apply to the Court
(a) for
approval of the liquidator’s final accounts and for an order permitting the
liquidator to distribute in money or in kind the remaining property of the
corporation to its shareholders according to their respective rights, or
(b) for
an extension of time, setting out the reasons for the extension.
(3) If
a liquidator fails to make the application required by subsection (2), a
shareholder or creditor of the corporation may apply to the Court for an order
for the liquidator to show cause why a final accounting and distribution should
not be made.
(4) A
liquidator shall give notice of the liquidator’s intention to make an
application under subsection (2) to the Registrar, each inspector appointed
under section 218, each shareholder, each creditor known to the liquidator and
any person who provided a security or fidelity bond for the liquidator.
(5) If
the Court approves the final accounts rendered by a liquidator, the Court shall
make an order
(a) directing
the Registrar to issue a certificate of dissolution,
(b) directing
the custody or disposal of the documents and records of the corporation, and
(c) subject
to subsection (6), discharging the liquidator.
(6) The
liquidator shall forthwith send or deliver a certified copy of the order
referred to in subsection (5) to the Registrar.
(7) On
receipt of the order referred to in subsection (5), the Registrar shall issue a
certificate of dissolution in accordance with section 267.
(8) The corporation ceases to exist on the date
shown in the certificate of dissolution.
1981 cB‑15 s216
Shareholder’s right to distribution in money
225(1) If in the course of liquidation of a
corporation the shareholders resolve or the liquidator proposes to
(a) exchange
all or substantially all the property of the corporation for securities of
another body corporate that are to be distributed to the shareholders, or
(b) distribute
all or part of the property of the corporation to the shareholders in kind,
a shareholder may
apply to the Court for an order requiring the distribution of the property of
the corporation to be in money.
(2) On
an application under subsection (1), the Court may order that
(a) all
the property of the corporation be converted into and distributed in money, or
(b) the
applicant be paid the fair value of the applicant's shares, in which case the
Court
(i) may determine whether any other shareholder is opposed to the
proposal and if so, join that shareholder as a party,
(ii) may appoint one or more appraisers to assist the Court to fix the
fair value of the shares,
(iii) shall fix the fair value of the shares of the applicant and the
other shareholders joined as parties as of a date determined by the Court,
(iv) shall give judgment in the amount of the fair value against the
corporation and in favour of each of the shareholders who are parties to the
application, and
(v) fix the time within which the liquidator
must pay that amount to a shareholder after delivery of the shareholder’s
shares to the liquidator, if the shareholder’s share certificate has not been
delivered to the Court or to the liquidator at the time the order is
pronounced.
1981 cB‑15 s217
Custody of records after
dissolution
226(1) A person who has been granted custody of the
documents and records of a dissolved corporation remains liable to produce
those documents and records for 6 years following the date of its dissolution
or until the expiry of any shorter period that may be ordered under section
224(5).
(2) A person who, without reasonable cause,
contravenes subsection (1) is guilty of an offence and liable to a fine of not
more than $5000 or to imprisonment for a term of not more than 6 months or to
both.
1981 cB‑15 s218
Continuation of actions
after dissolution
227(1) In this section, “shareholder” includes the
legal representatives of a shareholder.
(2) Subject
to section 15.7, notwithstanding the dissolution of a body corporate under this
Act,
(a) a
civil, criminal or administrative action or proceeding commenced by or against
the body corporate before its dissolution may be continued as if the body
corporate had not been dissolved,
(b) a
civil, criminal or administrative action or proceeding may be brought against
the body corporate within 2 years after its dissolution as if the body
corporate had not been dissolved, and
(c) any
property that would have been available to satisfy any judgment or order if the
body corporate had not been dissolved remains available for that purpose.
(3) Service
of a document on a corporation after its dissolution may be effected by serving
the document on a person shown in the last notice filed under section 106 or
113.
(4) Notwithstanding
the dissolution of a body corporate under this Act, a shareholder to whom any
of its property has been distributed in the liquidation is liable to any person
claiming under subsection (2) to the extent of the amount received by that
shareholder on the distribution, and an action to enforce that liability may be
brought within 2 years after the date of the dissolution of the body corporate.
(5) The
Court may order an action referred to in subsection (4) to be brought against
the persons who were shareholders as a class, subject to any conditions the
Court thinks fit and, if the plaintiff establishes the plaintiff’s claim, the
Court may refer the proceedings to a referee or other officer of the Court who
may
(a) add
as a party to the proceedings before the referee or other officer each person
who was a shareholder found by the plaintiff,
(b) determine,
subject to subsection (4), the amount that each person who was a shareholder
shall contribute toward satisfaction of the plaintiff’s claim, and
(c) direct payment of the amounts so determined.
RSA 2000 cB‑9
s227;2005 c8 s52
Unknown claimants
228(1) On the dissolution of a body corporate under
this Act, the portion of the property distributable to a creditor or
shareholder who cannot be found must be converted into money and paid to the Crown.
(2) A
payment under subsection (1) is deemed to be in satisfaction of a debt or claim
of the creditor or shareholder.
(3) If at any time a person establishes that the
person is entitled to any money paid to the Crown under this Act, the Minister
of Finance shall pay an equivalent amount to the person out of the General
Revenue Fund.
RSA 2000 cB‑9
s228;2005 c8 s53
Property not disposed of
229(1) Subject to sections 227(2) and 228, property of
a body corporate that has not been disposed of at the date of its dissolution
under this Act vests in Her Majesty in right of Alberta.
(2) If
a body corporate is revived as a corporation under section 208 or 210, any
property, other than money that vested in Her Majesty pursuant to subsection
(1), that has not been disposed of shall be returned to the corporation and
there shall be paid to the corporation out of the General Revenue Fund
(a) an
amount equal to any money received by Her Majesty pursuant to subsection (1),
and
(b) if
property other than money vested in Her Majesty pursuant to subsection (1) and
that property has been disposed of, an amount equal to the lesser of
(i) the value of that property at the date it vested in Her Majesty,
and
(ii) the amount realized by Her Majesty from the
disposition of that property.
1981 cB‑15 s221
Part 18
Investigation
Definition
230 In this Part, “affiliated corporation” with
reference to a corporation includes an Alberta company affiliated with that
corporation.
1981 cB‑15 s222
Court order for
investigation
231(1) A security holder may apply to the Court, ex
parte or on any notice that the Court may require, for an order directing an
investigation to be made of the corporation and any of its affiliated
corporations.
(2) If,
on an application under subsection (1), it appears to the Court that there are
sufficient grounds to conduct an investigation to determine whether
(a) the
business of the corporation or any of its affiliates is or has been carried on
with intent to defraud any person,
(b) the
business or affairs of the corporation or any of its affiliates are or have
been carried on or conducted, or the powers of the directors are or have been
exercised, in a manner that is oppressive or unfairly prejudicial to or that
unfairly disregards the interests of a security holder,
(c) the
corporation or any of its affiliates was formed for a fraudulent or unlawful
purpose or is to be dissolved for a fraudulent or unlawful purpose, or
(d) persons
concerned with the formation, business or affairs of the corporation or any of
its affiliates have in that connection acted fraudulently or dishonestly,
the Court may order an
investigation to be made of the corporation and any of its affiliated
corporations.
(3) An
applicant under this section or section 232 is not required to give security
for costs.
(4) An
application under this section or section 232 shall be heard in camera unless
the Court otherwise orders.
(5) No
person may publish anything relating to proceedings under this section or
section 232 except with the authorization of the Court or the written consent
of the corporation being investigated.
(6) Documents
in the possession of the Court relating to an application under this section or
section 232 are confidential unless the Court otherwise orders.
(7) Subsections (5) and (6) do not apply to an
order of the Court under this section or section 232.
1981 cB‑15
s223;1983 c20 s16
Powers of the Court
232(1) On an application under section 231 or on a
subsequent application, the Court may make any order it thinks fit including,
without limiting the generality of the foregoing, any or all of the following:
(a) an
order appointing an inspector, fixing the remuneration of an inspector or
replacing an inspector;
(b) an
order determining the notice to be given to any interested person, or
dispensing with notice to any person;
(c) an
order authorizing an inspector to enter any premises in which the Court is
satisfied there might be relevant information, and to examine any thing and
make copies of any document or record found on the premises;
(d) an
order requiring any person to produce documents or records to the inspector;
(e) an
order authorizing an inspector to conduct a hearing, administer oaths and
examine any person on oath, and prescribing rules for the conduct of the
hearing;
(f) an
order requiring any person to attend a hearing conducted by an inspector and to
give evidence on oath;
(g) an
order giving directions to an inspector or any interested person on any matter
arising in the investigation;
(h) an
order requiring an inspector to make an interim or final report to the Court;
(i) an
order determining whether a report of an inspector should be published and, if
so, designating the persons to whom all or part of the report should be sent;
(j) an
order requiring an inspector to discontinue an investigation;
(k) an
order requiring any person other than the corporation to pay all or part of the
costs of the investigation.
(2) Unless
the Court otherwise orders, an inspector shall send a copy of the inspector’s
report to the corporation.
(3) Unless
the Court otherwise orders, the corporation shall pay the costs of the
investigation.
(4) Any interested person may apply to the Court
for directions on any matter arising in the investigation.
1981 cB‑15 s224
Powers of inspector
233(1) An inspector under this Part has the powers set
out in the order appointing the inspector.
(2) In
addition to the powers set out in the order appointing the inspector, an
inspector appointed to investigate a corporation may furnish information to, or
exchange information and otherwise cooperate with, any public official in
Canada or elsewhere who is authorized to exercise investigatory powers and who
is investigating, in respect of the corporation, any allegation of improper conduct
that is the same as or similar to the conduct described in section 231(2).
(3) An inspector shall on request produce to an
interested person a copy of any order made under section 231 or 232(1).
1981 cB‑15 s225
Hearings by inspector
234(1) A hearing conducted by an inspector shall be
heard in camera unless the Court otherwise orders.
(2) An individual who is being examined at a
hearing conducted by an inspector under this Part has a right to be represented
by counsel during the examination.
1981 cB‑15 s226
Compelling evidence
235 A person shall not be excused from attending and
giving evidence and producing books, papers, documents or records to an
inspector under this Part on the grounds that the oral evidence or documents
required of the person may tend to incriminate the person or subject the person
to any proceeding or penalty, but no
oral evidence so required shall be used or is receivable against the
person in any proceedings thereafter instituted against the person under any
Act of Alberta.
1981 cB‑15 s227
Absolute privilege
236 Any oral or written statement or report made by
an inspector or any other person in an investigation under this Part has
absolute privilege.
1981 cB‑15 s228
Solicitor‑client
privilege
237 Nothing in this Part affects the privilege that
exists in respect of a solicitor and the solicitor’s client.
1981 cB‑15 s229
Inspector’s report as evidence
238 A copy of the report of an inspector under
section 232, certified as a true copy by the inspector, is admissible as
evidence of the facts stated in it without proof of the appointment or
signature of the inspector.
1981 cB‑15
s230;1983 c20 s17
Part 19
Remedies, Offences and Penalties
Definitions
239 In this Part,
(a) “action”
means an action under this Act or any other law;
(b) “complainant”
means
(i) a registered holder or beneficial owner, or a former registered
holder or beneficial owner, of a security of a corporation or any of its
affiliates,
(ii) a director or an officer or a former director or officer of a
corporation or of any of its affiliates,
(iii) a creditor
(A) in respect of an application under section
240, or
(B) in respect of an application under section
242, if the Court exercises its discretion under subclause (iv),
or
(iv) any other person who, in the discretion of
the Court, is a proper person to make an application under this Part.
1981 cB‑15
s231;2000 c10 s3
Commencing derivative
action
240(1) Subject to subsection (2), a complainant may
apply to the Court for leave to
(a) bring
an action in the name and on behalf of a corporation or any of its
subsidiaries, or
(b) intervene
in an action to which a corporation or any of its subsidiaries is a party, for
the purpose of prosecuting, defending or discontinuing the action on behalf of
the corporation or subsidiary.
(2) No
leave may be granted under subsection (1) unless the Court is satisfied that
(a) the
complainant has given reasonable notice to the directors of the corporation or
its subsidiary of the complainant’s intention to apply to the Court under
subsection (1) if the directors of the corporation or its subsidiary do not
bring, diligently prosecute, defend or discontinue the action,
(b) the
complainant is acting in good faith, and
(c) it
appears to be in the interests of the corporation or its subsidiary that the
action be brought, prosecuted, defended or discontinued.
(3) Notwithstanding
subsection (2), when all the directors of the corporation or its subsidiary
have been named as defendants, notice to the directors under subsection (2)(a)
of the complainant’s intention to apply to the Court is not required.
RSA 2000 cB‑9
s240;2005 c8 s54
Powers of the Court
241 In connection with an action brought or
intervened in under section 240 or 242(3)(q), the Court may at any time make
any order it thinks fit including, without limiting the generality of the
foregoing, any or all of the following:
(a) an
order authorizing the complainant or any other person to control the conduct of
the action;
(b) an
order giving directions for the conduct of the action;
(c) an
order directing that any amount adjudged payable by a defendant in the action
shall be paid, in whole or in part, directly to former and present security
holders of the corporation or its subsidiary instead of to the corporation or
its subsidiary;
(d) an order requiring the corporation or its
subsidiary to pay reasonable legal fees incurred by the complainant in
connection with the action.
1981 cB‑15 s233
Relief by Court on the
ground of oppression or unfairness
242(1) A complainant may apply to the Court for an
order under this section.
(2) If,
on an application under subsection (1), the Court is satisfied that in respect
of a corporation or any of its affiliates
(a) any
act or omission of the corporation or any of its affiliates effects a result,
(b) the
business or affairs of the corporation or any of its affiliates are or have
been carried on or conducted in a manner, or
(c) the
powers of the directors of the corporation or any of its affiliates are or have
been exercised in a manner
that is oppressive or
unfairly prejudicial to or that unfairly disregards the interests of any
security holder, creditor, director or officer, the Court may make an order to
rectify the matters complained of.
(3) In
connection with an application under this section, the Court may make any
interim or final order it thinks fit including, without limiting the generality
of the foregoing, any or all of the following:
(a) an
order restraining the conduct complained of;
(b) an
order appointing a receiver or receiver‑manager;
(c) an
order to regulate a corporation’s affairs by amending the articles or bylaws;
(d) an
order declaring that any amendment made to the articles or bylaws pursuant to
clause (c) operates notwithstanding any unanimous shareholder agreement made
before or after the date of the order, until the Court otherwise orders;
(e) an
order directing an issue or exchange of securities;
(f) an
order appointing directors in place of or in addition to all or any of the
directors then in office;
(g) an
order directing a corporation, subject to section 34(2), or any other person,
to purchase securities of a security holder;
(h) an
order directing a corporation or any other person to pay to a security holder
any part of the money paid by the security holder for securities;
(i) an
order directing a corporation, subject to section 43, to pay a dividend to its
shareholders or a class of its shareholders;
(j) an
order varying or setting aside a transaction or contract to which a corporation
is a party and compensating the corporation or any other party to the
transaction or contract;
(k) an
order requiring a corporation, within a time specified by the Court, to produce
to the Court or an interested person financial statements in the form required
by section 155 or an accounting in any other form the Court may determine;
(l) an
order compensating an aggrieved person;
(m) an
order directing rectification of the registers or other records of a
corporation under section 244;
(n) an
order for the liquidation and dissolution of the corporation;
(o) an
order directing an investigation under Part 18 to be made;
(p) an
order requiring the trial of any issue;
(q) an
order granting leave to the applicant to
(i) bring an action in the name and on behalf of the corporation or
any of its subsidiaries, or
(ii) intervene in an action to which the corporation or any of its
subsidiaries is a party, for the purpose of prosecuting, defending or
discontinuing an action on behalf of the corporation or any of its
subsidiaries.
(4) This
section does not confer on the Court power to revoke a certificate of
amalgamation.
(5) If
an order made under this section directs an amendment of the articles or bylaws
of a corporation, no other amendment to the articles or bylaws may be made
without the consent of the Court, until the Court otherwise orders.
(6) If
an order made under this section directs an amendment of the articles of a
corporation, the directors shall send articles of reorganization in the prescribed
form to the Registrar together with the documents required by sections 20 and
113, if applicable.
(7) A
shareholder is not entitled to dissent under section 191 if an amendment to the
articles is effected under this section.
(8) An applicant under this section may apply in
the alternative under section 215(1)(a) for an order for the liquidation and
dissolution of the corporation.
1981 cB‑15 s234
Court approval of stay,
dismissal, discontinuance or settlement
243(1) An application made or an action brought or
intervened in under this Part shall not be stayed or dismissed by reason only
that it is shown that an alleged breach of a right or duty owed to the
corporation or its subsidiary has been or may be approved by the shareholders
of the corporation or the subsidiary, but evidence of approval by the
shareholders may be taken into account by the Court in making an order under
section 215, 241 or 242.
(2) An
application made or an action brought or intervened in under this Part shall
not be stayed, discontinued, settled or dismissed for want of prosecution
without the approval of the Court given on any terms the Court thinks fit and,
if the Court determines that the interests of any complainant may be
substantially affected by the stay, discontinuance, settlement or dismissal,
the Court may order any party to the application or action to give notice to
the complainant.
(3) A
complainant is not required to give security for costs in any application made
or action brought or intervened in under this Part.
(4) In an application made or an action brought or
intervened in under this Part, the Court may at any time order the corporation
or its subsidiary to pay to the complainant interim costs, including legal fees
and disbursements, but the complainant may be held accountable for the interim
costs on final disposition of the application or action.
1981 cB‑15 s235
Court order to rectify
records
244(1) If the name of a person is alleged to be or to
have been wrongly entered or retained in, or wrongly deleted or omitted from,
the registers or other records of a corporation, the corporation, a security
holder of the corporation or any aggrieved person may apply to the Court for an
order that the registers or records be rectified.
(2) If
the corporation is a distributing corporation, an applicant under this section
shall file notice of the application with the Executive Director.
(3) In
connection with an application under this section, the Court may make any order
it thinks fit including, without limiting the generality of the foregoing, any
or all of the following:
(a) an
order requiring the registers or other records of the corporation to be
rectified;
(b) an
order restraining the corporation from calling or holding a meeting of
shareholders or paying a dividend before the rectification;
(c) an
order determining the right of a party to the proceedings to have the party’s
name entered or retained in, or deleted or omitted from, the registers or
records of the corporation, whether the issue arises between two or more
security holders or alleged security holders, or between the corporation and
any security holders or alleged security holders;
(d) an order compensating a party who has
incurred a loss.
1981 cB‑15
s236;1988 c7 s3;1995 c28 s64
Court order for directions
245 The Executive Director may
apply to the Court for directions in respect of any matter concerning the
Executive Director’s duties under this Act, and on the application the Court
may give any directions and make any further order that it thinks fit.
1981 cB‑15
s237;1988 c7 s3;1995 c28 s64
Refusal by Registrar to
file
246(1) If the Registrar refuses to file any articles
or other document required by this Act to be filed by the Registrar before the
articles or other document become effective, the Registrar shall, within 20
days after its receipt by the Registrar or 20 days after the Registrar receives
any approval that may be required under any other Act, whichever is the later,
give written notice of the Registrar’s refusal to the person who sent the
articles or document, giving reasons for that refusal.
(2) If the Registrar does not file or give written
notice of the Registrar’s refusal to file any articles or document within the
time limited in subsection (1), the Registrar is deemed for the purposes of
section 247 to have refused to file the articles or document.
1981 cB‑15 s238
Appeal from decision of
Registrar or Commission
247(1) A person who feels aggrieved by a decision of
the Registrar
(a) to
refuse to file in the form submitted to the Registrar any articles or other
document required by this Act to be filed by the Registrar,
(a.1) to
issue, or to refuse to issue, a certificate of revival under section 208, or to
impose terms on a revival,
(a.2) to
correct, or to refuse to correct, a certificate, a notice, articles or another
document under section 270,
(b) to
approve, change or revoke a name or to refuse to approve, change or revoke a
name under this Act,
(c) to
refuse under section 188(11) to permit a continued reference to shares having a
nominal or par value,
(d) to
refuse to issue a certificate of discontinuance under section 189,
(e) to
refuse to revive a corporation under section 208,
(f) to
dissolve a corporation under section 213,
(g) to
refuse an exemption under section 277(2), or
(h) to
cancel the registration of an extra‑provincial corporation under section
285,
may apply to the Court
for an order requiring the Registrar to change that decision, and on the
application the Court may so order and make any further order it thinks fit.
(2) A person who feels aggrieved by a decision of
the Commission to refuse to grant an exemption under section 3(3), 151(a),
156(2) or 171(3) may appeal the decision to the Court of Appeal, and section 38
of the Securities Act applies to that
appeal.
RSA 2000 cB‑9
s247;2005 c8 s55
Compliance or
restraining order
248 If a corporation or any shareholder, director,
officer, employee, agent, auditor, trustee, receiver, receiver‑manager or
liquidator of a corporation contravenes this Act, the regulations, the articles
or bylaws or a unanimous shareholder agreement, a complainant or a creditor of
the corporation may, in addition to any other right the complainant or creditor
has, apply to the Court for an order directing that person to comply with, or
restraining that person from contravening any of those things, and on the
application the Court may so order and make any further order it thinks fit.
1981 cB‑15 s240
Summary application to
Court
249 When this Act states that a person may apply to
the Court, the application may be made in a summary manner in accordance with
the rules of the Court by originating notice, petition or otherwise as the
rules provide, and subject to any order respecting notice to interested
parties, or any other order the Court thinks fit.
1981 cB‑15 s241
Appeals from court
orders
250 An appeal lies from an order of the Provincial
Court under section 253(1) to the Court of Queen’s Bench.
1981 cB‑15 s242
Offences relating to
reports, returns, etc.
251(1) A person who makes or assists in making a
report, return, notice or other document required by this Act or the
regulations to be sent to the Registrar, the Executive Director or any other
person or filed with the Executive Director that
(a) contains
an untrue statement of a material fact, or
(b) omits
to state a material fact required in it or necessary to make a statement
contained in it not misleading in the light of the circumstances in which it
was made,
is guilty of an
offence and liable to a fine of not more than $5000 or to imprisonment for a
term of not more than 6 months or to both.
(2) If
a body corporate contravenes subsection (1), then, whether or not the body
corporate has been prosecuted or convicted in respect of the contravention, any
director or officer of the body corporate who knowingly authorizes, permits or
acquiesces in the contravention of subsection (1) is guilty of an offence and
liable to a fine of not more than $5000 or to imprisonment for a term of not
more than 6 months or to both.
(3) No person is guilty of an offence under
subsection (1) or (2) if the untrue statement or omission was unknown to the
person and in the exercise of reasonable diligence could not have been known to
the person.
1981 cB‑15
s243;1988 c7 s3;1995 c28 s64
General offence
252 Every person who, without reasonable cause,
contravenes a provision of this Act or the regulations for which no penalty is
provided is guilty of an offence and liable to
(a) in
the case of a body corporate, a fine of not more than $1000, and
(b) in the case of an individual, a fine of not
more than $1000 or to imprisonment for a term of not more than one month or to
both.
1981 cB‑15 s244
Order to comply
253(1) If a person is found guilty of an offence under
this Act or the regulations, the court in which proceedings in respect of the
offence are taken may, in addition to any punishment it may impose, order that
person to comply with the provisions of this Act or the regulations for the
contravention of which the person has been found guilty.
(2) A
prosecution for an offence under this Act may be instituted at any time within
2 years from the time when the subject‑matter of the complaint arose, but
not thereafter.
(3) No civil remedy for an act or omission is
suspended or affected by reason that the act or omission is an offence under
this Act.
1981 cB‑15 s245
Security for costs
254 In any action or other legal proceeding in which
the plaintiff is a body corporate, if it appears to the court on the
application of a defendant that the body corporate will be unable to pay the
costs of a successful defendant, the court may order the body corporate to
furnish security for costs on any terms it thinks fit.
1981 cB‑15 s245.1
Part 20
General
Sending of notices and
documents to shareholders and directors
255(1) A notice or document required by this Act, the
regulations, the articles or the bylaws to be sent to a shareholder or director
of a corporation may be sent by mail addressed to, or may be delivered
personally to,
(a) the
shareholder at the shareholder’s latest address as shown in the records of the
corporation or its transfer agent, and
(b) the
director at the director’s latest address as shown in the records of the
corporation or in the last notice filed under section 106 or 113.
(2) For
the purpose of the service of a notice or document, a director named in a
notice sent by a corporation to the Registrar under section 106 or 113 and
filed by the Registrar is presumed to be a director of the corporation referred
to in the notice.
(3) A
notice or document sent by mail in accordance with subsection (1) to a
shareholder or director of a corporation is deemed to be received by the
shareholder or director at the time it would be delivered in the ordinary
course of mail unless there are reasonable grounds for believing that the
shareholder or director did not receive the notice or document at that time or
at all.
(4) If
a corporation sends a notice or document to a shareholder in accordance with
subsection (1) and the notice or document is returned on 2 consecutive
occasions because the shareholder cannot be found, the corporation is not
required to send any further notices or documents to the shareholder until the
shareholder informs the corporation in writing of the shareholder’s new address.
(5) A
notice or document required to be sent or delivered under this section or
section 256 or 257 may be sent by electronic means in accordance with the
provisions of the Electronic Transactions Act.
RSA 2000 cB‑9
s255;2005 c8 s56
Notice to and service on
a corporation
256(1) A notice or document that is required or
permitted to be sent to or served on a corporation may be
(a) delivered
to its registered office, or
(b) sent
by registered mail to
(i) its registered office, or
(ii) the post office box designated as its address for service by
mail,
as shown in the last
notice filed under section 20.
(2) Notwithstanding
subsection (1), in the case of a notice of intent to dissolve a corporation,
the notice may be sent by ordinary mail to the corporation addressed
(a) to
its registered office, or
(b) to
the post office box designated as its address for service by mail,
as shown in the last
notice filed under section 20.
(3) A
notice or document sent by registered mail to the corporation in accordance
with subsection (1)(b) is deemed to be received or served at the time it would
be delivered in the ordinary course of mail unless there are reasonable grounds
for believing that the corporation did not receive the notice or document at
that time or at all.
(4) A
notice of intent to dissolve a corporation sent by ordinary mail to the
corporation in accordance with subsection (2) is deemed to have been received
or served at the time it would be delivered in the ordinary course of mail
despite the fact that it is returned as undeliverable.
RSA 2000 cB‑9
s256;2005 c8 s57
Notice to and service on
the Commission
257(1) A notice or document that is required or
permitted to be sent to or filed
(a) with
the Commission may be sent or filed
(i) by being left with the Secretary of the Commission during the
normal office hours of the Commission, or
(ii) by being mailed by registered mail addressed to an office of the
Commission,
or
(b) with
the Executive Director may be sent or filed
(i) by being left with the Executive Director during the normal
office hours of the Commission, or
(ii) by being mailed by registered mail addressed to an office of the
Commission.
(2) Where a notice or document referred to in
subsection (1) is sent or filed by registered mail, it is deemed to have been
received in the office of the Commission at the time that the notice or
document would be delivered in the ordinary course of mail unless there are
reasonable grounds for believing that the notice or document did not arrive in
the office of the Commission.
1981 cB‑15
s247.1;1988 c7 s3;1995 c28 s64
Waiver of notice
258(1) If a notice or document is required by this Act
or the regulations to be sent, the sending of the notice or document may be
waived or the time for the notice or document may be waived or abridged at any
time with the consent in writing of the person entitled to receive it.
(2) The consent of a person entitled to waive the
requirement for the sending of a notice or document or to waive or abridge the
time for the notice or the document under subsection (1) may be sent by
electronic means in accordance with the provisions of the Electronic
Transactions Act.
RSA 2000 cB‑9
s258;2005 c8 s58
Certificate of Registrar
as evidence
259(1) When this Act requires or authorizes the
Registrar to issue a certificate or to certify any fact, the certificate must
be signed by the Registrar or by an individual authorized by the Registrar.
(2) Except in a proceeding under section 214 to
dissolve a corporation, a certificate referred to in subsection (1) or a
certified copy of it, when introduced as evidence in any civil, criminal or
administrative action or proceeding, is conclusive proof of the facts so
certified without proof of the signature or official character of the person appearing
to have signed the certificate.
1981 cB‑15 s249
Certificate of
corporation as evidence
260(1) A certificate issued on behalf of a corporation
stating any fact that is set out in the articles, the bylaws, a unanimous
shareholder agreement, the minutes of the meetings of the directors, a
committee of directors or the shareholders, or in a trust indenture or other
contract to which the corporation is a party, may be signed by a director, an
officer or a transfer agent of the corporation.
(2) When
introduced as evidence in any civil, criminal or administrative action or
proceeding,
(a) a
fact stated in a certificate referred to in subsection (1),
(b) a
certified extract from a securities register of a corporation, or
(c) a
certified copy of minutes or extract from minutes of a meeting of shareholders,
directors or a committee of directors of a corporation,
is, in the absence of
evidence to the contrary, proof of the facts so certified without proof of the
signature or official character of the person appearing to have signed the
certificate.
(3) An entry in a securities register of, or a
security certificate issued by, a corporation is, in the absence of evidence to
the contrary, proof that the person in whose name the security is registered is
owner of the securities described in the register or in the certificate.
1981 cB‑15 s250
Copies
261 If a notice or document is required under this
Act to be filed with or sent to
(a) the
Commission or the Executive Director, or
(b) a
Registrar,
the Commission, the Executive Director or the Registrar, as
the case may be, may accept a photocopied or photographic copy of the notice or
document.
1981 cB‑15
s251;1988 c7 s3;1995 c28 s64
Proof required by
Registrar
262 The Registrar may require that a document or a
fact stated in a document required by this Act or the regulations to be sent to
the Registrar must be verified under oath or by statutory declaration.
1981 cB‑15 s252
Appointment of
Registrar, service
263(1) In accordance with the Public Service Act, there may be appointed a Registrar of
Corporations and one or more Deputy Registrars of Corporations and any other
employees as may be necessary to administer this Act.
(2) The
Minister may prescribe a seal for use by the Registrar in the performance of
the Registrar’s duties.
(3) A notice or document may be sent or served on
the Registrar by leaving it at an office of the Registrar or by mailing it by
registered mail addressed to the Registrar at an office of the Registrar and if
sent by registered mail is deemed to be received or served at the time it would
have been delivered in the ordinary course of mail unless there are reasonable
grounds for believing that the Registrar did not receive the notice or document
at that time or at all.
1981 cB‑15 s253
Registrar’s publication
264 The Registrar shall publish, at the times
specified by the Minister but not less frequently than once a month, a
periodical containing
(a) the
information required by this Act or the regulations to be published in the
Registrar’s periodical, and
(b) any other information relating to the
administration of this Act that the Registrar considers will be useful to the
public.
1981 cB‑15 s253.1
Agreements regarding
payment of fees
265(1) If the Registrar considers it appropriate to do
so, the Registrar may enter into an agreement with a person under which the
fees and other charges payable by that person to the Registrar under this Act
or the regulations will be charged to the credit of that person on a continuing
basis and on the conditions that the Registrar considers necessary, and in that
case the amounts so charged are, except for the purposes of subsection (4),
deemed to have been paid in accordance with this Act or the regulations.
(2) If
any amount charged to the credit of a person under subsection (1) is not paid
within 15 days, or within any other period that the Registrar may require, of a
request for payment by the Registrar, no further amounts may be charged to the
account of that person until all amounts owing are paid in full.
(3) The
Registrar may terminate an agreement under subsection (1) with any person on 7
days’ notice in writing sent by registered mail to the person at the person’s
last address known to the Registrar.
(4) Notwithstanding anything in this Act, if a
person has not paid the fees required to be paid by this Act or the regulations
and has been requested by the Registrar to do so, the Registrar shall not
perform any service or issue any certificate or file any document at the
request of or for the benefit of that person, unless, in the opinion of the
Registrar, exceptional circumstances exist that warrant the performance of
those services.
1981 cB‑15 s253.2
Regulations
266 The Lieutenant Governor in Council may
make regulations
(a) prescribing
any matter required or authorized by this Act to be prescribed;
(b) requiring
the payment of a fee in respect of the filing, examination or copying of any
document, or in respect of any action that the Registrar is required or
authorized to take under this Act, and prescribing the amount of the fee;
(c) prescribing
the format and contents of annual returns, notices and other documents required
to be sent to the Registrar or to be issued by the Registrar;
(c.1) prescribing
requirements for the purposes of section 131(3) and (3.1);
(d) prescribing
rules with respect to exemptions permitted by this Act;
(e) declaring
that, for the purpose of section 155(1)(a), the standards as they exist from
time to time, of any accounting body named in the regulations are to be in
force in Alberta, in whole or in part or with any revisions, variations or
modifications that are specified by the regulations;
(f) respecting
names of corporations and extra‑provincial corporations;
(g) prohibiting
the use of any names or any words or expressions in a name;
(h) defining
any word or expression used in sections 12(1)(c) and 282(1)(c);
(i) prescribing
requirements for the purposes of sections 12(1)(d) and 282(1)(d);
(j) respecting
the circumstances and conditions under which a name under sections 12(1) and
282(1) may be used;
(k) prescribing
the documents referred to in sections 12(3), 177(2), 185(1), 208, 210(5), 280
and 289(1);
(l) prescribing
the punctuation marks and other marks that may form part of a name;
(m) respecting
(i) the form in which and the period of time for which records
referred to in section 272(1) are to be kept, and
(ii) the disposal of records referred to in section 272(1);
(n) prescribing
the maximum fee that may be charged under section 48(2);
(o) prescribing
the period of time for which information in the register referred to in section
49(1) must be kept.;
(p) respecting
the disclosure of financial assistance for the purpose of section 45(3);
(q) respecting
unlimited liability corporations including, without limitation, regulations
(i) requiring or authorizing the filing with the Registrar of
articles, amendments to articles and other documents by an unlimited liability
corporation, and
(ii) prescribing the fees that may be charged by
the Registrar in respect of the filing, examination or copying of any document
of an unlimited liability corporation, or in respect of any action that the
Registrar is required or authorized to take under this Act with regard to an
unlimited liability corporation.
RSA 2000 cB‑9
s266;2005 c8 s59
Issuing of certificates
by Registrar
267(1) In this section, “statement” means a statement
of intent to dissolve and a statement of revocation of intent to dissolve
referred to in section 212.
(2) When
this Act requires articles or a statement relating to a corporation to be sent
to the Registrar, then, unless otherwise specifically provided,
(a) the
articles or statement shall be signed by a director or an officer of the
corporation or, in the case of articles of incorporation, by an incorporator,
and
(b) on
receiving articles or a statement that conforms to law, together with any other
required documents and the prescribed fees, the Registrar shall
(i) endorse on the articles or statement the word “Filed” and the date
of the filing,
(ii) issue the appropriate certificate and attach the articles or
statement to the certificate,
(iii) enter the information from the certificate and attached articles
or statement in the Registrar’s records, and
(iv) send to the corporation or its representative the certificate and
attached articles or statement.
(3) A
certificate referred to in subsection (2) issued by the Registrar may be dated
as of the day the Registrar receives the articles, statement or Court order
pursuant to which the certificate is issued or as of any later day specified by
the Court or person who signed the articles or statement.
(4) A
signature required on a certificate referred to in subsection (2) or section
268 may be printed or otherwise mechanically reproduced on the certificate.
(5) Notwithstanding subsection (3), a certificate
of discontinuance may be dated as of the day a corporation is continued under
the laws of another jurisdiction.
1981 cB‑15
s255;1987 c15 s25
Annual return
268(1) Every corporation shall, on the prescribed
date, send to the Registrar an annual return in the prescribed form and the
Registrar shall file it.
(2) The
Registrar may furnish any person with a certificate that a corporation has
filed with the Registrar a document required to be sent to the Registrar under
this Act.
(3) On
the payment of the prescribed fee, the Registrar may issue a certificate
stating that, according to the Registrar’s records, the body corporate named in
the certificate
(a) is
or is not an existing corporation on the date of issue of the certificate, or
(b) was or was not an existing corporation on
the day or during the period specified in the certificate.
1981 cB‑15 s256
Alteration of documents
269 The Registrar may alter a notice or document,
other than an affidavit or statutory declaration, if so authorized in writing
by the person who sent the document or by the person’s representative.
1981 cB‑15 s257
Errors in certificates
270(1) If there is an error in a certificate, notice,
articles or another document, the directors or shareholders of the corporation
shall, on the request of the Registrar, pass the resolutions and send to the
Registrar the documents required to comply with this Act, and take any other
steps the Registrar may reasonably require so that the Registrar may correct
the document.
(2) A
certificate, notice, articles or another document corrected under subsection
(1) shall bear the date of the certificate, notice, articles or another
document it replaces.
(3) The
issue of a corrected certificate, notice, articles or another document under
this section does not affect the rights of a person who acts in good faith and
for value in reliance on the certificate, notice, articles or another document
containing the error.
(4) If
the Registrar, the corporation or any interested person is of the opinion that
shareholders or creditors would be prejudiced by a correction to a certificate,
notice, articles or other document, the Registrar, the corporation or an
interested person may apply to the Court for an order determining the rights of
the shareholders or creditors, and the Court may by order authorize the
correction if it thinks fit, and may include in the order any conditions or
directions pertaining to the correction that it considers appropriate.
RSA 2000 cB‑9
s270;2005 c8 s60
Inspection and copies
271(1) A person who has paid the prescribed fee is
entitled during usual business hours to examine a document required by this Act
or the regulations to be sent to the Registrar, and to make copies of or
extracts from that document.
(2) The Registrar shall furnish any person who has
paid the prescribed fee with a copy or a certified copy of a document required
by this Act or the regulations to be sent to the Registrar.
1981 cB‑15 s259
Records of Registrar
272(1) Records required by this Act to be prepared and
maintained by the Registrar may be in bound or loose‑leaf form or in a
photographic film form, or may be entered or recorded by any system of
mechanical or electronic data processing or by any other information storage
device that is capable of reproducing any required information in legible
written form within a reasonable time.
(2) The
records referred to in subsection (1) shall be kept in accordance with the
regulations.
(3) If
records maintained by the Registrar are prepared and maintained other than in
written form,
(a) the
Registrar shall furnish any copy required to be furnished under section 271(2)
in legible written form, and
(b) a reproduction of the text of those records,
if it is certified by the Registrar, is admissible in evidence to the same
extent as the original written records would have been.
1981 cB‑15
s260;1987 c15 s26
Continuance of Alberta
companies as corporations under this Act
273(1) In this section and sections 274 and 275,
(a) “Alberta
company” does not include
(i) a not‑for‑profit company,
(ii) a revived company, or
(iii) a trust company incorporated under a predecessor of the Companies Act;
(b) “anniversary
month” with reference to an Alberta company means the month in each year that
is the same as
(i) the month in which its certificate of incorporation was issued,
or
(ii) in the case of an amalgamated Alberta company, the month in which
its certificate of amalgamation was issued,
(c) “not‑for‑profit
company” means a body corporate registered under the Companies Act
(i) that does not have the word “limited” as part of its name by
reason of a direction or authorization of the Registrar of Companies under Part 9 of that Act, or
(ii) that by its memorandum of association or articles of association
prohibits the payment to its members of any dividend,
but does not include a
municipal housing company limited by shares incorporated under the Companies Act and having as its object
the development, provision and operation, or any of them, of housing and
accommodation;
(d) “revived
company” means a body corporate described in section 210(1) that is revived
under that section for the purpose of enabling it to apply for continuance as a
corporation under section 274.
(2) An
Alberta company shall apply to the Registrar for a certificate of continuance
in accordance with this section.
(3) Section
188(3) to (5) and (7) to (12) apply with the necessary changes to an
application for a certificate of continuance under this section as if the
Alberta company were an extra‑provincial corporation.
(4) The
shareholders of the Alberta company entitled to vote at meetings of members
(a) shall
adopt articles of continuance,
(b) shall
authorize the directors to apply for a certificate of continuance under this
section, and
(c) may
adopt bylaws to become effective on the issue of the certificate of
continuance.
(5) Bylaws
under subsection (4)(c) may authorize the directors to require a member to
surrender the member’s share certificate for the purpose of having it cancelled
and replaced by a new share certificate that complies with section 48.
(6) The
shareholders of an Alberta company shall act under subsection (4)
(a) by
a special resolution as defined in section 1(y) of the Companies Act, or
(b) if
its memorandum of association provides that a special resolution to alter the
articles of association must be passed by a majority greater than 3/4 of the
votes cast in person or by proxy, by a resolution passed by that greater
majority.
(7) An
Alberta company shall, before a certificate of continuance is issued, provide
the Registrar with proof satisfactory to the Registrar that the resolution
required by subsection (6) has been passed.
(8) Except
with the written consent of all shareholders entitled to vote on it under
section 176(1), the articles of continuance shall not contain anything that
would result in a change from the Alberta company’s memorandum of association
or articles of association, if the change is of a kind referred to in that
subsection.
(9) Where
articles of continuance effect a change of a kind referred to in subsection
(8), the Alberta company shall, before a certificate of continuance is issued,
provide the Registrar with proof satisfactory to the Registrar that the consent
required by subsection (8) has been given.
(10) A
shareholder is not entitled to dissent under section 191 in respect of the
adoption of articles of continuance under subsection (4).
(11) If,
on the application of a member of an Alberta company, the Court is satisfied
that the articles of continuance adopted or proposed to be adopted would, if
the company were continued as a corporation, effect a result that is oppressive
or unfairly prejudicial to or unfairly disregards the interests of that member,
the Court may
(a) restrain
the Alberta company from adopting the proposed articles of continuance or
proceeding with the application for a certificate of continuance, and
(b) change
the provisions of the articles of continuance before they are filed by the
Registrar.
(12) If
the required majority cannot be obtained under subsection (6), the Court may,
on application by the Alberta company or a member,
(a) settle
the terms of the articles of continuance and the bylaws, and
(b) give
directions respecting the application for a certificate of continuance.
(13) In
exercising its powers under subsection (11)(b) or subsection (12)(a) with
respect to an Alberta company with share capital, the Court shall make as
little change as practicable in the rights of shareholders and in the relative
rights of classes and series of shareholders.
(14) An
application by an Alberta company for a certificate of continuance shall be
made
(a) in
the case of a company other than one to which clause (b) applies, within 3
years after the last day of the anniversary month of the company first
occurring after the commencement of this Act,
(b) in
the case of a company that applies and qualifies for an incentive under the Petroleum Incentives Program Act
(Canada) and the regulations under that Act or the Alberta Petroleum Incentives Program Act, SA 1981 cP-4.1, and the
regulations under that Act, not later than December 31, 1987, or
(c) within
any period of extension granted under subsection (15).
(15) In
case of hardship, the Court may, on application by the company made within the
period prescribed in subsection (14)(a) or (b) and with notice to the
Registrar, extend that period for any additional period not exceeding one year.
(16) An
Alberta company that obtains an order under subsection (15) shall send a copy
of the order to the Registrar and the Registrar shall file it.
(17) An Alberta company that does not, within the
time mentioned in subsection (14) make an application for a certificate of
continuance that is sufficient to require the Registrar to issue the
certificate, is dissolved on the expiry of that time.
1981 cB‑15
s261;1983 c20 s19;1984 c46 s1;1986 c11 s2;1987 c15 s27
Continuance of revived
Alberta companies
274 A revived company may apply to the Registrar for
a certificate of continuance and for that purpose
(a) section
188(3) to (5) and (7) to (12) apply to the application as if the revived
company were an extra‑provincial corporation, and
(b) section 273(4) to (13) apply to the
application as if the revived company were an Alberta company.
1981 cB‑15 s262
Capital redemption
reserve fund
275 Where an Alberta company or a revived company is
continued under section 273 or 274, whether before or after the coming into
force of this section, the capital redemption reserve fund, if any, of the
company is, on the date shown in the certificate of continuance, deemed
(a) to
be cancelled, and
(b) to be added to the retained earnings of the
corporation.
1987 c15 s28
Part 21
Extra‑provincial Corporations
Definitions
276 In this Part,
(a) “anniversary
month”, with reference to an extra‑provincial corporation, means the
month in each year that is the same as the month in which its certificate of
registration was issued;
(b) “attorney
for service” or “attorney” means, with reference to an extra‑provincial
corporation, the individual who, according to the Registrar’s records, is
appointed under this Part as that extra‑provincial corporation’s attorney
for service;
(c) “charter”
includes
(i) a statute, ordinance or other law incorporating an extra‑provincial
corporation, as amended from time to time,
(ii) letters patent of incorporation and any letters patent
supplementary to them,
(iii) a memorandum of association, as amended from time to time,
(iv) any other instrument of incorporation, as amended from time to
time, and
(v) any certificate, licence or other instrument evidencing
incorporation;
(d) “internal
regulations” includes bylaws, articles of association, rules or regulations
relating to the management of the business and affairs of an extra‑provincial
corporation, by whatever name they are called, if they are made by the members
or a class of members of, or the board of directors, board of management or
other governing body of, the extra‑provincial corporation;
(e) “registered” means registered under this
Part.
1981 cB‑15 s263
Carrying on business in
Alberta
277(1) For the purposes of this Part, an extra‑provincial
corporation carries on business in Alberta if
(a) its
name, or any name under which it carries on business, is listed in a telephone
directory for any part of Alberta,
(b) its
name, or any name under which it carries on business, appears or is announced
in any advertisement in which an address in Alberta is given for the extra‑provincial
corporation,
(c) it
has a resident agent or representative or a warehouse, office or place of
business in Alberta,
(d) it
solicits business in Alberta,
(e) it
is the owner of any estate or interest in land in Alberta,
(f) it
is licensed or registered or required to be licensed or registered under any
Act of Alberta entitling it to do business,
(g) it
is, in respect of a commercial vehicle as defined in the Traffic Safety Act, the holder of a certificate of registration under
the Traffic Safety Act, unless it
neither picks up nor delivers goods or passengers in Alberta,
(h) it
is the holder of a certificate as defined in section 130 of the Traffic Safety Act, unless it neither
picks up nor delivers goods or passengers in Alberta, or
(i) it
otherwise carries on business in Alberta.
(2) The Registrar may exempt an extra‑provincial
corporation from the payment of fees under this Part if the Registrar is
satisfied that it does not carry on business for the purpose of gain.
RSA 2000 cB‑9
s277;RSA 2000 cT‑6 s193
Application
278 This Part does not apply to
(a) an
extra‑provincial corporation required to be licensed as an insurer under
the Insurance Act,
(b) an
extra‑provincial corporation required to be registered under the Loan and Trust Corporations Act, or
(c) an extra‑provincial association as
defined in Part 2 of the Co‑operative
Associations Act or an extra‑provincial
cooperative as defined in section 1(1)(v) of the Cooperatives Act.
RSA 2000 cB‑9
s278;2001 cC‑28.1 s447;2001 c23 s1(8)
Division 1
Registration
Requirement to register
279(1) Subject to subsections (2) and (3), every extra‑provincial
corporation shall be registered under this Part before or within 30 days after
it commences carrying on business in Alberta.
(2) If
a corporation becomes an extra‑provincial corporation by reason of the
operation of section 189(8) and is then carrying on business in Alberta, the
extra‑provincial corporation shall be registered under this Part on or
within 30 days after the date shown in the certificate of discontinuance issued
under section 189.
(3) An extra‑provincial corporation
registered under Part 8 of the Companies
Act, RSA 1980 cC‑20, on February 1, 1982 is deemed to be registered
under this Part.
1981 cB‑15
s266;1983 c20 s20
Application for
registration
280(1) An extra‑provincial corporation shall
apply for registration by sending to the Registrar a statement in the
prescribed form.
(2) The
statement shall be accompanied with
(a) a
copy of the charter of the extra‑provincial corporation verified in a
manner satisfactory to the Registrar,
(b) documents
relating to corporate names that are prescribed by the regulations, and
(c) the
appointment of its attorney for service, in the prescribed form.
(3) If all or any part of the charter is not in the
English language, the Registrar may require the submission to the Registrar of
a translation of the charter or that part of the charter, verified in a manner
satisfactory to the Registrar, before the Registrar registers the extra‑provincial
corporation.
1981 cB‑15
s267;1984 c12 s1
Alternate method of
registration
281(1) This section applies only to an extra‑provincial
corporation that is incorporated in Canada.
(2) The
Minister may make regulations
(a) respecting
applications for registration of extra‑provincial corporations;
(b) respecting
the reinstatement of the registration of extra‑provincial corporations;
(c) respecting
the furnishing of information to the Registrar regarding changes in the
charter, head office or directors of extra‑provincial corporations;
(d) respecting
the filing of instruments of amalgamation that relate to extra‑provincial
corporations;
(e) respecting
documentation to be issued by the Registrar in relation to matters governed by
regulations made under this section;
(f) exempting
extra‑provincial corporations from the operation of sections 280, 285(3),
289 and 290;
(g) classifying or otherwise designating or
specifying those extra‑provincial corporations to which a regulation made
under this section applies.
1996 c32 s1
Name of extra-provincial
corporation
282(1) Subject to the circumstances and conditions
prescribed by the regulations, an extra‑provincial corporation must not
be registered with a name or carry on business within Alberta under an assumed
name
(a) that
is prohibited by the regulations or contains a word or expression prohibited by
the regulations,
(b) that
is identical to the name of
(i) a body corporate incorporated under the laws of Alberta, whether
in existence or not,
(ii) an extra‑provincial corporation registered in Alberta, or
(iii) a Canada corporation,
(c) that
is similar to the name of
(i) a body corporate incorporated under the laws of Alberta,
(ii) an extra‑provincial corporation registered in Alberta, or
(iii) a Canada corporation,
if the use of that name is
confusing or misleading, or
(d) that
does not meet the requirements prescribed by the regulations.
(2) If
through inadvertence or otherwise an extra‑provincial corporation is
registered with or later acquires a name that contravenes subsection (1), the
Registrar may, by notice in writing giving the Registrar’s reasons, direct the
extra‑provincial corporation to change its name to one that the Registrar
approves within 90 days after the date of the notice.
(3) The Registrar may give a notice under
subsection (2) on the Registrar’s own initiative or at the request of a person
who feels aggrieved by the name that contravenes subsection (1).
1981 cB‑15
s269;1983 c20 s21;1984 c12 s1;1987 c15 s30
Registration by
pseudonym
283(1) Notwithstanding section 282, an extra‑provincial
corporation the name of which contravenes section 282 may, with approval of the
Registrar
(a) be
registered with its own name, and
(b) carry
on business in Alberta under an assumed name the use of which is approved by
the Registrar and that does not contravene section 282.
(2) The
extra‑provincial corporation
(a) shall
acquire all property and rights in Alberta under its assumed name, and
(b) is
entitled to all property and rights acquired and subject to all obligations and
liabilities incurred under its assumed name as if the same had been acquired
and incurred under its own name.
(3) The
extra‑provincial corporation may sue or be sued in its own name, its
assumed name, or both.
(4) An extra‑provincial corporation that
assumes a name pursuant to subsection (1) may, with the approval of the
Registrar and on application in the prescribed form and payment of the
prescribed fee, cancel its assumed name and carry on business in Alberta under
the name in which it was registered.
1981 cB‑15
s270;1983 c20 s22
Certificate of
registration
284(1) Subject to section 282, on receipt of the
statement and other documents required by section 280 and of the prescribed
fees, the Registrar shall
(a) file
the statement and documents,
(b) register
the extra‑provincial corporation, and
(c) issue
a certificate of registration in the prescribed form in accordance with section
267.
(2) A certificate of registration issued under this
section to an extra‑provincial corporation is conclusive proof for the
purposes of this Act and for all other purposes that the provisions of this Act
in respect of registration of the extra‑provincial corporation and all
requirements precedent and incidental to registration have been complied with,
and that the extra‑provincial corporation has been registered under this
Part as of the date shown in the certificate of registration.
1981 cB‑15 s271
Cancellation of
registration
285(1) Subject to subsection (2), the Registrar may
cancel the registration of an extra‑provincial corporation if
(a) the
extra‑provincial corporation is in default for a period of one year in
sending to the Registrar any fee, notice or document required by this Part,
(b) the
extra‑provincial corporation has sent a notice to the Registrar under
subsection (4) or the Registrar has reasonable grounds to believe that the
extra‑provincial corporation has ceased to carry on business in Alberta,
(c) the
extra‑provincial corporation is dissolved,
(d) the
extra‑provincial corporation does not carry out an undertaking given in
accordance with the regulations,
(e) the
extra‑provincial corporation does not comply with a direction of the
Registrar under section 282(2), or
(f) the
extra‑provincial corporation has otherwise contravened this Part.
(2) The
Registrar shall not cancel the registration of an extra‑provincial
corporation under subsection (1) until
(a) the
Registrar has given at least 120 days’ notice of the proposed cancellation with
the Registrar’s reasons for it,
(i) to the extra‑provincial corporation by mail addressed to
its head office, and
(ii) to its attorney for service in accordance with section 288,
(b) the
Registrar has published a notice of the proposed cancellation in the Registrar’s
periodical or The Alberta Gazette, and
(c) either
no appeal is commenced under section 247 or, if an appeal has been commenced,
it has been discontinued or the Registrar’s decision is confirmed on the
appeal.
(3) The
Registrar may reinstate the registration of an extra‑provincial
corporation that was cancelled under subsection (1)(a) on the receipt by the
Registrar of the fees, notices and documents required to be sent to the
Registrar and of the prescribed reinstatement fee.
(4) An extra‑provincial corporation that
ceases to carry on business in Alberta shall send a notice to that effect to
the Registrar.
1981 cB‑15
s272;1983 c20 ss23,25;1984 c46 s1
New certificate of
registration
286(1) Subject to section 282, on the reinstatement of
the registration of an extra‑provincial corporation pursuant to section
285(3), the Registrar shall issue a new certificate of registration in the
prescribed form.
(2) The cancellation of the registration of an
extra‑provincial corporation does not affect its liability for its
obligations.
1981 cB‑15 s273
Division 2
Information
Use of corporate name
287 An extra‑provincial corporation shall set
out its name in legible characters in or on all contracts, invoices, negotiable
instruments, orders for goods or services issued or made by or on behalf of the
extra‑provincial corporation in the course of carrying on business in
Alberta.
1981 cB‑15 s274
Attorney for service of
an extra-provincial corporation
288(1) If an attorney of an extra‑provincial
corporation dies or resigns or the attorney’s appointment is revoked, the extra‑provincial
corporation shall forthwith send to the Registrar an appointment in the
prescribed form of an individual as its attorney for service and the Registrar
shall file the appointment.
(2) An
extra‑provincial corporation may in the prescribed form appoint an
individual as its alternative attorney if that individual is
(a) a
member of a partnership of which the attorney is also a member, or
(b) an
assistant manager of the extra‑provincial corporation and the attorney is
the manager for Alberta of the extra‑provincial corporation.
(3) An
extra‑provincial corporation shall send to the Registrar
(a) each
appointment by it of an alternative attorney, and
(b) if
the alternative attorney dies or resigns or that attorney’s appointment is
revoked, a notice to that effect,
and the Registrar
shall file the appointment or notice, as the case may be.
(4) An
attorney for an extra‑provincial corporation who intends to resign shall
(a) give
not less than 60 days’ notice to the extra‑provincial corporation at its
head office, and
(b) send
a copy of the notice to the Registrar who shall file it.
(5) An
attorney shall forthwith send to the Registrar a notice in the prescribed form
of any change of the attorney’s address and the Registrar shall file the
notice.
(6) An
extra‑provincial corporation shall ensure that the address of its
attorney is an office that is
(a) accessible
to the public during normal business hours, and
(b) readily
identifiable from the address or other description given in the notice referred
to in subsection (5) or the appointment referred to in section 280(2)(c).
(7) A
notice or document required or permitted by law to be sent or served in Alberta
on an extra‑provincial corporation may be
(a) delivered
to its attorney or to an individual who is its alternative attorney according
to the Registrar’s records,
(b) delivered
to the address, according to the Registrar’s records, of its attorney, or
(c) sent
by registered mail to that address.
(8) A
notice or document sent by registered mail to the attorney’s address in
accordance with subsection (7)(c) is deemed to be received or served at the
time it would be delivered in the ordinary course of mail, unless there are
reasonable grounds for believing that the attorney did not receive the notice
or document at that time or at all.
(9) An individual whose appointment as an attorney
or alternative attorney of an extra‑provincial corporation is filed with
the Registrar of Companies immediately before the commencement of this Act is
deemed to be its attorney or an alternative attorney, as the case may be, on
the commencement of this Act.
1981 cB‑15 s275
Changes in charter, head
office, directors
289(1) A registered extra‑provincial corporation
shall send to the Registrar
(a) a
copy of each amendment to its charter within one month after the effective date
of the amendment, verified in a manner satisfactory to the Registrar,
(b) if
the amendment to the charter effects a change in the name under which the extra‑provincial
corporation is registered, documents relating to corporate names that are
prescribed by the regulations, and
(c) a
notice in the prescribed form of any change in
(i) the address of its head office in or outside Alberta, or
(ii) the membership of its board of directors, board of management or
other governing body,
within one month after the
effective date of the change,
and the Registrar
shall file the copy or the notice, as the case may be.
(2) A
notice sent to the Registrar pursuant to subsection (1)(c)(ii) shall contain
the address and occupation of each new member of the board of directors or
governing body.
(3) An
extra‑provincial corporation is not required to send a notice under
subsection (1)(c) if
(a) the
effective date of the change occurs in its anniversary month or the month
following, and
(b) the
change is reflected in the annual return required to be filed under section
292(1).
(4) If the amendment to its charter effects a
change in the name under which an extra‑provincial corporation is
registered, the Registrar, on filing the copy of the amendment under subsection
(1)(a), shall issue a new certificate of amendment of registration in the
prescribed form and change the Registrar’s records accordingly.
1981 cB‑15
s276;1984 c12 s1
Filing of instrument of
amalgamation
290(1) A registered extra‑provincial corporation
shall send to the Registrar
(a) a
copy of any instrument effecting an amalgamation of the extra‑provincial
corporation with one or more other extra‑provincial corporations,
(b) a
copy of the amalgamation agreement, if any, and
(c) a
statement in the prescribed form relating to the amalgamated extra‑provincial
corporation and the documents referred to in section 280(2),
within one month after
the effective date of the amalgamation.
(2) On receiving the documents referred to in
subsection (1), the Registrar shall file them and issue a new certificate of
registration of the amalgamated extra‑provincial corporation.
1981 cB‑15 s277
Notices and returns
respecting liquidation
291(1) If liquidation proceedings are commenced in
respect of a registered extra‑provincial corporation, the extra‑provincial
corporation, or, if a liquidator is appointed, the liquidator,
(a) shall
send to the Registrar forthwith after the commencement of those proceedings a
notice showing that the proceedings have commenced and the address of the
liquidator if one is appointed, and
(b) shall
send to the Registrar forthwith after the completion of those proceedings a
return relating to the liquidation.
(2) The
Registrar shall
(a) on
receiving a notice under subsection (1)(a), file it and publish a notice
respecting the liquidation in the Registrar’s periodical or The Alberta
Gazette, and
(b) on
receiving a return under subsection (1)(b), file it and cancel the registration
of the extra‑provincial corporation forthwith after the expiration of 3
months following the date of filing of the return.
(3) The liquidator of a registered extra‑provincial
corporation shall send to the Registrar a notice of any change in the
liquidator’s address within one month after the effective date of the change,
and the Registrar shall file the notice.
1981 cB‑15
s278;1983 c20 s25
Annual and other returns
292(1) A registered extra‑provincial corporation
shall, in each year on or before the last day of the month immediately
following its anniversary month, send to the Registrar a return in the
prescribed form and the Registrar shall file it.
(2) A registered extra‑provincial corporation
shall, at the request of the Registrar, send to the Registrar a return
containing any further or other information that the Registrar may reasonably
require.
1981 cB‑15 s279
Certificate of
compliance
293(1) The Registrar may furnish any person with a
certificate that an extra‑provincial corporation has sent to the
Registrar a document required to be sent to the Registrar under this Act.
(2) A certificate purporting to be signed by the
Registrar and stating that a named extra‑provincial corporation was or
was not registered on a specified day or during a specified period, is
admissible in evidence as proof, in the absence of evidence to the contrary, of
the facts stated in it without proof of the Registrar’s appointment or
signature.
1981 cB‑15 s280
Division 3
Capacity, Disabilities and Penalties
Validity of acts
294 No act of an extra‑provincial corporation,
including any transfer of property to or by an extra‑provincial
corporation, is invalid by reason only
(a) that
the act or transfer is contrary to or not authorized by its charter or internal
regulations or any law of the jurisdiction in which it is incorporated, or
(b) that the extra‑provincial corporation
was not then registered.
1981 cB‑15 s281
Capacity to commence and
maintain legal proceedings
295(1) An extra‑provincial corporation while
unregistered is not capable of commencing or maintaining any action or other
proceeding in any court in Alberta in respect of any contract made in the
course of carrying on business in Alberta while it was unregistered.
(2) If an extra‑provincial corporation was
not registered at the time it commenced an action or proceeding referred to in
subsection (1) but becomes registered afterward, the action or proceeding may
be maintained as if it had been registered before the commencement of the
action or proceeding.
1981 cB‑15 s282
General penalty
296 A person who contravenes this Part is guilty of
an offence and liable to a fine of not more than $5000.
1981 cB‑15 s283
Part 22
Other Extra‑provincial Legal Entities
Definition
297 In this Part, “extra‑provincial
legal entity” means an organization to which this Part applies.
1996 c32 s1
Application of Part
298 This Part applies to an organization that
is formed in a jurisdiction other than Alberta and that
(a) is
recognized as a legal entity under the laws of that other jurisdiction,
(b) does
not qualify to be registered under this Act as an extra‑provincial
corporation, and
(c) does not qualify to be registered under the
Partnership Act as a partnership or a limited partnership.
1996 c32 s1
Regulations
299 The Lieutenant Governor in Council may
make regulations
(a) providing
for and governing the registration of extra‑provincial legal entities
under this Act;
(b) prescribing
which provisions, if any, of this Act apply to extra‑provincial legal
entities;
(c) modifying
any provision of this Act for the purpose of applying that provision to extra‑provincial
legal entities;
(d) generally for the governing of extra‑provincial
legal entities with regard to those matters in respect of which corporations
and extra‑provincial corporations are governed under this Act.
1996 c32 s1