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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 subsection 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 |