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C.C.S.M. c. C225
The Corporations Act
| 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 | |
| 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 | |
| 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 | |
| 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 | |
| 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 | |
| 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 | |
| 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 | |
| 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 | |
| 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 | |
| BENEVOLENT CORPORATIONS | ||
| 308 | Application | |
| 309 | Incorporation | |
| 310 | Investments | |
| 311 | Limit benefits | |
| 312 | Borrowing power | |
| 313 | Treasurer | |
| 314 | Disputes | |
| TRUST AND LOAN CORPORATIONS | ||
| 315 | Definitions | |
| 315.1 | Appointment of Director | |
| 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 | |
| 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 | |
| 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 | |
| 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 | |
| 330 to 335 | Repealed | |
| 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 | |
| LIQUIDITY REQUIREMENTS | ||
| 339 | (1) | Reserves for deposits |
| (2) | Composition of reserves | |
| (3) | Repealed | |
| 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 | |
| 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 | |
| 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 | |
| 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 | |
| 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 | |