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) | Repealed | |
(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 | Repealed | |
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) | Repealed | |
(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) | Repealed | |
324 | Account of administration | |
325 | Trust funds separate | |
326 | Additional trust corporation powers | |
327 | Loan corporation powers | |
DIVISION IV | ||
AUTHORIZED LOANS AND INVESTMENTS | ||
328 | Repealed | |
329 | Repealed | |
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 | Repealed | |
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) | Repealed | |
DIVISION VIII | ||
SELF DEALING | ||
340 to 342 | Repealed | |
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) | Repealed | |
(4) | Examination under oath | |
(5) | Repealed | |
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 | Repealed | |
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 | Repealed | |
354 | (1) | Revesting control in the corporation |
(2) | Repealed | |
(3) | Payment of expenses | |
(4) | Expenses on liquidation | |
(5) | Sales prior to liquidation | |
354.1 | (1) | Application to court |
(2) | Substituted trustee | |
355 | Repealed | |
356 | (1) | Divestment order |
(2) | Divestment order - control | |
(3) | Divestment order re undertakings | |
(4) | Exception | |
357 and 358 | Repealed | |
359 | (1) | Recovery of costs |
(2) | Assessment a debt payable to government | |
360 | (1) | Repealed |
(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 |