C.C.S.M. c. C225
The Corporations Act
PART XVII | |
LIQUIDATION, DISSOLUTION AND REVIVAL | |
200 | Revival by the Director |
201 | Revival by court |
202(1) | Certificate of revival |
(2) | Rights preserved |
203(1) | Dissolution before commencing business |
(2) | Dissolution if no property |
(3) | Dissolution where property disposed of |
(4) | Articles of dissolution |
(5) | Certificate of dissolution |
(6) | Effect of certificate |
204(1) | Proposing liquidation and dissolution |
(2) | Notice of meeting |
(3) | Shareholders resolution |
(4) | Statement of intent to dissolve |
(5) | Certificate of intent to dissolve |
(6) | Effect of certificate |
(7) | Liquidation |
(8) | Supervision by court |
(9) | Notice to Director |
(10) | Revocation |
(11) | Certificate of revocation of intent to dissolve |
(12) | Effect of certificate |
(13) | Right to dissolve |
(14) | Articles of dissolution |
(15) | Certificate of dissolution |
(16) | Effect of certificate |
205(1) | Dissolution by Director |
(2) | Notice and publication |
(3) | Length of Notice |
(4) | Corporation not in operation |
(5) | Certificate of dissolution |
(6) | Effect of certificate |
206(1) | Grounds for dissolution |
(2) | Notice to Director |
(3) | Dissolution order |
(4) | Certificate |
(5) | Effect of certificate |
207(1) | Further grounds |
(2) | Alternative order |
(3) | Application of section 235 |
208(1) | Application for supervision |
(2) | Court supervision |
209(1) | Application to court |
(2) | Show cause order |
(3) | Powers of court |
(4) | Publication |
(5) | Person responsible |
210 | Powers of court |
211 | Effect of order |
212(1) | Cessation of business and powers |
(2) | Delegation by liquidator |
213(1) | Appointment of liquidator |
(2) | Vacancy |
214 | Duties of liquidator |
215(1) | Powers of liquidator |
(2) | Defence of due diligence |
(3) | Application for examination |
(4) | Power of court |
216(1) | Costs of liquidation |
(2) | Final account |
(3) | Shareholder application |
(4) | Publication |
(5) | Final order |
(6) | Delivery of order |
(7) | Certificate of dissolution |
(8) | Effect of certificate |
217(1) | Right to distribution in money |
(2) | Powers of court |
218(1) | Custody of records |
(2) | Offence |
219(1) | "Shareholder" defined |
(2) | Continuation of actions |
(3) | Service |
(4) | Reimbursement |
(5) | Representative action |
220(1) | Unknown claimants |
(2) | Constructive satisfaction |
(3) | Recovery |
221(1) | Vesting in Crown |
(2) | Return of property on revival |
(3) | Registration |
PART XVIII | |
INVESTIGATION | |
222(1) | Investigation |
(2) | Grounds |
(3) | Notice to Director |
(4) | No security for costs |
(5) | Ex parte application |
(6) | No publication |
223(1) | Powers of court |
(2) | Copy of report |
224(1) | Powers of inspector |
(2) | Exchange of information |
(3) | Court order |
225(1) | Hearing in camera |
(2) | Right to counsel |
226 | Criminating statements |
227 | Absolute privilege (defamation) |
228(1) | Information respecting ownership and control |
(2) | Constructive interest in securities |
(3) | Offence |
(4) | Liability of directors, etc. |
229 | Solicitor-client privilege |
230 | Inquiries |
PART XIX | |
REMEDIES, OFFENCES AND PENALTIES | |
231 | Definitions |
232(1) | Commencing derivative action |
(2) | Conditions precedent |
233 | Powers of court |
234(1) | Application to court re oppression |
(2) | Grounds |
(3) | Powers of court |
(4) | Duty of directors |
(5) | Exclusion |
(6) | Limitation |
(7) | Alternative order |
235(1) | Evidence of shareholder approval not decisive |
(2) | Court approval to discontinue |
(3) | No security for costs |
(4) | Interim costs |
236(1) | Application to court to rectify records |
(2) | Notice to Director |
(3) | Powers of court |
237 | Application for directions |
238(1) | Notice of refusal by Director |
(2) | Deemed refusal |
239 | Appeal from Director's decision |
240 | Restraining or compliance order |
241 | Summary application to court |
242(1) | Offences with respect to reports |
(2) | Liability of directors, etc. |
(3) | Immunity |
243 | Offence |
244 | Order to comply |
245(1) | Time limited for proceedings |
(2) | Civil remedy not affected |
PART XX | |
GENERAL | |
246(1) | Notice to directors and shareholders |
(2) | Effect of notice |
(3) | Deemed receipt |
(4) | Undelivered notices |
247 | Notice to and service upon a corporation |
248 | Waiver of notice |
249(1) | Certificate of Director |
(2) | Evidence |
250(1) | Certificate of corporation |
(2) | Proof |
(3) | Security certificate |
251 | Copies |
251.1(1) | Execution of documents in counterparts |
(2) | Counterparts deemed to be one document |
252(1) | Proof required by Director |
(2) | Form of proof |
(3) | Authentication of document |
253 | Appointment of Director |
254(1) | Regulations |
(2) | Forms |
(3) | Fees not fixed in regulations |
255(1) | "Statement" defined |
(2) | Execution and filing |
(3) | Date of certificate |
(4) | Date of certificate of discontinuance |
(5) | Endorsement of certificate |
(6) | Mechanically reproduced signature |
(7) | Use of French in articles and other documents |
(8) | Prior approval deemed to be given |
255.1 | Form and content of documents |
256 | Certificate of search or compliance |
257 | Alteration |
258(1) | Meaning of "document" |
(2) | Corrections by the Director |
(3) | Director may request body corporate to act |
(4) | Application to court |
(5) | Court must consider prejudice to shareholders and creditors |
(6) | Notice to the Director |
(7) | Surrender of original document |
(8) | Director's action after correction |
(9) | Date of corrected document |
(10) | Notice in certain circumstances |
258.1(1) | Cancellation of a document by Director |
(2) | Application to court |
(3) | Court must consider prejudice to shareholders and creditors |
(4) | Notice to the Director |
(5) | Surrender of original document |
259(1) | Inspection |
(2) | Copies |
260(1) | Records of Director |
(2) | Obligation to furnish |
(3) | No requirement to produce original |
261(1) | Changes in letters patent |
(2) | References to former Act |
PART XXI | |
COMMUNITY DEVELOPMENT CORPORATIONS | |
262(1) | Application |
(2) | Consent of minister required |
(3) | Additional requirements in articles |
263 | One corporation in any area |
264 | Limitation on the distribution of profits or assets |
PART XXII | |
CORPORATIONS WITHOUT SHARE CAPITAL | |
265 | Application |
266 | Interpretation |
267(1) | Consent of minister required |
(2) | Other consents required |
268 | Additional requirements in articles |
269(1) | Three directors required |
(2) | Directors ex officio |
270(1) | Use of word "Incorporated" |
(2) | Application of section |
271(1) | Number of members |
(2) | Classes of membership |
272 | Admission to membership |
273(1) | Voting powers of members |
(2) | Voting powers of members |
274(1) | Memberships not transferable |
(2) | Exception |
275 | By-laws |
276(1) | By-laws re groups and delegates |
(2) | Delegates |
(3) | Confirmation |
(4) | Voting |
(5) | Saving |
277(1) | Disposition of property on dissolution |
(2) | No provision in articles for distribution |
(3) | Consent of Lieutenant Governor in Council required |
(4) | Compliance |
(5) | Amendment prohibited |
PART XXIII | |
INSURANCE CORPORATIONS | |
278(1) | Interpretation |
(2) | "Superintendent of Insurance" defined |
279 | Application |
280(1) | Approval of Superintendent of Insurance |
(2) | Exception |
281 | By-laws to be filed with Superintendent of Insurance |
282(1) | Restrictions on incorporation, etc. |
(2) | Contingency levy |
(3) | Exception |
283 | Revocation of charter |
DIVISION I | |
SHARE CAPITAL INSURANCE CORPORATIONS | |
284 | Application |
285(1) | Incorporation |
(2) | Contents of articles |
286 | Applicants to give notice |
(1) and (2) | |
(3) | Money on shares paid to bank or trust company |
(4) | Money to be returned |
(5) | Promotion expenses |
DIVISION II | |
MUTUAL INSURANCE CORPORATIONS | |
288(1) | Application |
(2) | Incorporation |
289 | Name |
290 | Subscription book |
291(1) | Calling meeting of subscribers |
(2) | Notice |
292 | Election of board of directors, etc. |
293(1) | Documents filed with application |
(2) | Originals |
294(1) | Members |
(2) | Liability of member |
(3) | Withdrawal of member |
295 | Cash premium |
296(1) | Voting |
(2) | One vote restriction |
(3) | Member in arrears |
297 | Vote where two or more persons |
298 | Vote of trustee member |
299 | Quorum |
300 | Persons eligible as directors |
301(1) | Member corporation |
(2) | Partnership |
302 | |
303 | Meeting of directors |
304 | Establishment of branches |
305 | Rates |
306 | Liability of branch members |
307 | Expenses divided |
DIVISION III | |
BENEVOLENT CORPORATIONS | |
308 | Application |
309 | Incorporation |
310 | Investments |
311 | Limit benefits |
312 | Borrowing power |
313 | Treasurer |
314 | Disputes |
PART XXIV | |
TRUST AND LOAN CORPORATIONS | |
315 | Definitions |
315.1 | Appointment of Director |
DIVISION I | |
GENERAL | |
316(1) | Application |
(2) | Limitations on loan operations |
317(1) | Deposit insurance required |
(2) and (3) | |
(4) | Capital requirements on insurance |
318(1) | Purchases of business by corporation |
(2) | Sale of business and property |
(3) | Approval of shareholders |
(4) | Approval by Director |
(5) | Consideration for sale |
319(1) | Amalgamation |
(2) | Incorporating Acts lapse |
DIVISION II | |
INCORPORATION | |
320(1) | Minister's approval required |
(2) | Contents of articles |
(3) | Contents of articles |
321(1) | Capital requirements |
(2) | No redeemable cumulative shares |
(3) | Application of subsec. 10(1) |
(4) | Minimum number of directors |
(5) | Directors need not hold shares |
(6) | Resident Canadian directors |
DIVISION III | |
POWERS | |
322(1) | Trust corporation powers |
(2) | Deposits |
(3) | Deposits deemed trust moneys and guaranteed |
(4) | Record of Deposits |
(5) | Investment certificates |
(6) | Nature of guarantee |
(7) | Securities allocated to guaranteed investment |
(8) | Combined trust accounts |
323(1) | Security not necessary |
(2) | Appointment as trustee, etc. |
(3) | |
324 | Account of administration |
325 | Trust funds separate |
326 | Additional trust corporation powers |
327 | Loan corporation powers |
DIVISION IV | |
AUTHORIZED LOANS AND INVESTMENTS | |
328 | |
329 | |
329.1(1) | Definitions |
(2) | Body corporate holding shares |
(3) | Control |
(4) | Deemed control |
(5) | Deemed control |
(6) | Subsidiary |
(7) | Substantial investment in body corporate |
(8) | Non-application to shares of securities underwriter |
(9) | Increasing substantial investment |
(10) | Increasing substantial investment |
(11) | New substantial investment |
(12) | Substantial investment in unincorporated entity |
(13) | Non-application to interests of securities underwriter |
(14) | Increasing substantial investment |
329.2 | Non-application of Division |
329.3 | Investment standards |
329.4(1) | Restriction on substantial investments |
(2) | Exception for an uncontrolled event |
329.5(1) | Definition |
(2) | Permitted substantial investments |
(3) | Real property holding vehicles |
(4) | Where control or approval required |
(5) | Divestiture of shares |
329.6(1) | Similar activities |
(2) | Revocation of order |
329.7(1) | Undertakings |
(2) | Agreements with other jurisdictions |
(3) | Access to records |
329.8(1) | Temporary investment in body corporate |
(2) | Temporary investments in unincorporated entity |
(3) | Transitional |
(4) | Extension |
(5) | Exception |
329.9(1) | Loan workouts |
(2) | Transitional |
(3) | Extension |
(4) | Exception for entities controlled by governments of foreign countries |
(5) | Time for holding shares |
329.10(1) | Realizations |
(2) | Disposition |
(3) | Transitional |
(4) | Extension |
(5) | Exception |
(6) | Requirement to sell |
329.11(1) | Exclusion from portfolio limits |
(2) | Extension |
(3) | Exceptions |
329.12 | Lending limit where regulatory capital not more than $25,000,000. |
329.13 | Lending limit where regulatory capital more than $25,000,000. |
329.14 | Meaning of "total assets" |
329.15 | Limit on total property interest |
329.16 | Limits on equity acquisitions |
329.17 | Aggregate limit |
329.18 | Deemed temporary investment |
329.19 | Assets transactions |
329.20(1) | Restriction on amount of single investment |
(2) | Exceptions |
329.21 | Transitional |
329.22 | Saving |
329.23(1) | Restriction on residential mortgages |
(2) | Exception |
DIVISION V | |
330 to 335 | |
DIVISION VI | |
BORROWING POWERS AND STATUTORY LIMITS | |
336(1) | Specific borrowing |
(2) | Loan corporation securities |
(3) | Restriction |
(4) | Rules for issue of subordinated notes |
(5) | Features of subordinated notes |
(6) | References to subordinated notes |
(7) | Limitation on amount borrowed |
(8) | Increasing limit |
(9) | Director's powers |
(10) | Limit exceeding 20 times |
(11) | Limit exceeding 20 times |
(12) | Trust corporation limit exceeded |
(13) | Loan corporation limit exceeded |
337 | Regulations |
338 | Canada Deposit Insurance Corporation Act |
DIVISION VII | |
LIQUIDITY REQUIREMENTS | |
339(1) | Reserves for deposits |
(2) | Composition of reserves |
(3) | |
DIVISION VIII | |
SELF DEALING | |
340 to 342 | |
342.1(1) | Definition |
(2) | Significant interest |
(3) | Increasing significant interest |
(4) | Interpretation |
(5) | Interpretation |
342.2(1) | Acting in concert |
(2) | Acting in concert deemed |
(3) | Exceptions |
(4) | Designation |
342.3(1) | Determination of substantial investment |
(2) | Determination of control |
(3) | Meaning of equity |
(4) | Related party of corporation |
(5) | Exception |
(6) | Designated related party |
(7) | Designated related party |
(8) | Deemed related party |
(9) | Holders of exempted shares |
(10) | Holding body corporate |
342.4(1) | Non-application of this Division |
(2) | Further non-application of this Division |
(3) | Exception |
342.5(1) | Conduct review committee |
(2) | Membership of conduct review committee |
(3) | Duties of conduct review committee |
(4) | Corporation report to Director |
(5) | Committee report to directors |
(6) | Directors' report to Director |
342.6(1) | Prohibited transactions |
(2) | Transaction of entity |
(3) | Exception |
(4) | Exception re prescribed transactions |
342.7 | Nominal value transactions |
342.8 | Secured loans |
342.9 | Deposits |
342.10 | Borrowing from related party |
342.11(1) | Acquisition of assets |
(2) | Sale of assets |
(3) | Asset transactions with financial institutions |
(4) | Asset transactions in restructuring |
(5) | Goods or space for use in business |
342.12(1) | Services |
(2) | Order concerning management by employees |
(3) | Service bodies corporate |
342.13(1) | Directors and officers and their interests |
(2) | Loans to full-time officers |
(3) | Exception |
(4) | Preferred terms |
(5) | Preferred terms |
(6) | Preferred terms |
342.14(1) | Board approval required |
(2) | Limit on transactions with directors and officers |
(3) | Exclusion of nominal value transactions |
342.15 | Margin loans |
342.16(1) | Exemption by order |
(2) | Order may contain condition or limitation |
(3) | Conditions for order |
342.17 | Prescribed transactions |
342.18(1) | Definition |
(2) | Market terms and conditions |
342.19(1) | Pre-approval by conduct review committee |
(2) | General arrangements |
(3) | Annual review |
(4) | Exception |
342.20 | Subsequent transactions |
342.21(1) | Corporation obligation |
(2) | Reliance on information |
342.22 | Notice to Director |
342.23(1) | Voidable contracts |
(2) | Court order |
(3) | Time limit |
DIVISION IX | |
SHAREHOLDER RESIDENCE REQUIREMENTS AND RESTRICTIONS | |
343(1) | Report of transfer of shares |
(1.1) | Restriction on voting rights |
(2) | Aggregate transfers |
(3) | Report of allotment and issue |
344(1) | Definitions |
(2) | Associated shareholders |
(3) | Shares held jointly |
345(1) | Limit on shares held by non-residents |
(2) | Exception |
(3) | Allotment to non-resident |
(4) | Penalty |
346(1) | Voting by non-residents |
(2) | Voting rights of nominees suspended |
(3) | Change of status while entered |
(4) | Voting rights where associated shareholders |
(5) | Penalty |
(6) | Effect of contravention |
347(1) | By-laws and resolutions |
(2) | Where declaration required |
(3) | Penalty |
348 | Liability of directors |
DIVISION X | |
EXAMINATION OF CORPORATIONS | |
349(1) | Examination and report by Director |
(2) | Inspection of books |
(3) | |
(4) | Examination under oath |
(5) | |
349.1 | Examination by Director |
349.2(1) | Director's direction to corporation |
(2) | Opportunity for representations |
(3) | Temporary direction |
(4) | Continuation of temporary direction |
(5) | Appeal from Director's decision |
(6) | No stay on appeal |
350 | |
351(1) | Report to minister |
(2) | Remedial powers of minister |
(3) | Immediate order |
(4) | Direction to Director to take control |
(5) | Appointment of appraisers |
352(1) | Effect of Director's control |
(1.1) | Objectives of Director |
(1.2) | Powers of directors and officers suspended |
(1.3) | Director to manage corporation |
(1.4) | Not liable as director |
(2) | Application to court |
(3) | Persons to assist |
353 | |
354(1) | Revesting control in the corporation |
(2) | |
(3) | Payment of expenses |
(4) | Expenses on liquidation |
(5) | Sales prior to liquidation |
354.1(1) | Application to court |
(2) | Substituted trustee |
355 | |
356(1) | Divestment order |
(2) | Divestment order - control |
(3) | Divestment order re undertakings |
(4) | Exception |
357 and 358 | |
359(1) | Recovery of costs |
(2) | Assessment a debt payable to government |
360(1) | |
(2) | Agreements |
(3) | Provision as to remuneration |
(4) | Regulations respecting agreement |
DIVISION XI | |
BUSINESS AUTHORIZATION | |
361(1) | Business authorization required |
(2) | Offence and penalty |
361.1(1) | Definition of foreign body corporate |
(2) | Prohibition on carrying on business |
(3) | Offence and penalty |
362 | |
363(1) | Application for business authorization |
(2) | Change of business authorization |
(3) | Amendment to business authorization |
(4) | Change of name or jurisdiction |
(5) | Amalgamation |
(6) | Continuance |
(7) | Discontinuance |
364(1) | Form and filing of application |
(2) | Additional information |
365(1) | Examination of extra-provincial corporation |
(2) | Place of examination |
(3) | Consent to examination |
(4) | Costs of examination |
366(1) | Approval of application |
(2) | Rejection of application |
(3) | Conditional approval |
(4) | Conditional approval by consent |
367(1) | Issuing of business authorization |
(2) | Rights cease |
368(1) | Application on amalgamation |
(2) | Application pending |
(3) | Application rejected |
369(1) | Previous licence |
(2) | Previous registration |
(3) | Change of business authorization |
(4) | Notice |
(5) | Hearing |
370(1) | Revocation or suspension of business authorization |
(2) | Mandatory revocation or suspension |
(3) | Mandatory conditions |
(4) | Notice of revocation or suspension |
(5) | Representations |
(6) | Cessation of business on revocation |
(7) | Cessation of business on suspension |
(8) | Liability continues |
(9) | Liability of directors continue |
(10) | Discretion of Director |
371(1) | Right of appeal |
(2) | Application to court |
(3) | Exceptions |
DIVISION XII | |
RETURNS | |
372(1) | Annual business return |
(2) | Additional information |
(3) | Late filing fee |
373 | Filing of additional information |
374(1) | Filing of financial information |
(2) | Filing of corporate documents |
(3) | Notice of court order |
(4) | Notice of change |
375(1) | Penalty |
(2) | Director's liability |
376 | Commencement |