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The Corporations Act

R.S.M. 1987, c. C225

The Corporations Act

Table of Contents

PART I
INTERPRETATION AND APPLICATION
1 Definitions.
(2) Affiliated corporations.
(3) Control.
(4) Holding body corporate.
(5) Subsidiary body corporate.
(6) Deemed distribution to the public.
(7) Distribution to the public.
2 Application of Act.
(2) Inconsistent provisions.
(3) Where Part applies to class of corporation.
3 Exceptions.
(2) Exceptions.
4 Objects of existing corporations.
(2) Powers of existing corporation.
PART II
INCORPORATION
5 Incorporators.
(2) Exception.
6 Articles of incorporation.
(2) Additional provisions in articles.
(3) Special majorities.
(4) Exception.
(5) Consent required.
7 Filing of Articles.
8 Certificate of incorporation.
9 Effect of certificate.
10 Name of corporation.
(2) Alternative name.
(3) Name in any language form.
(4) Publication of corporate name.
(5) Other name.
(6) Offence.
11 Reservation of name.
(2) Designating number.
(3) Notation of name.
(4) Notice of use of name.
(5) Notice to be recorded.
(6) Cancellation of notice.
(1) "Business or association" defined.
(2) Prohibited names.
(3) Corporation not to be given similar name.
(4) Corporation not to be given similar name of business or association.
(5) Reserved name.
(6) Undertaking not carried out.
(7) Directing change of name.
(8) Directing change of name.
(9) Revocation of name.
13 Certificate of amendment
(2) Effect of certificate.
14 Personal liability in pre-incorporation contracts.
(2) Adoption of pre-incorporation contracts.
(3) Application to court.
(4) Exemption from personal liability.
PART III
CAPACITY AND POWERS
15 Capacity of a corporation.
(2) Extra-territorial capacity.
16 Powers of a corporation.
(2) Restricted business or powers.
(3) Rights preserved.
17 No constructive notice.
18 Authority of directors, officers and agents.
PART IV
REGISTERED OFFICE AND RECORDS
19 Registered office.
(2) Change of location.
(3) Change of address.
(4) Notice of change.
(5) Annexation or amalgamation of municipalities.
(6) Exception.
(7) Consent discretionary.
20 Corporate records.
(2) Other records.
(3) Place kept.
(4) Records in Manitoba.
(5) Exception.
(6) Rescind order.
(7) Duplicate register of securities.
(8) Notice of order.
(9) Offence.
21 Access to corporate records.
(2) Copies of corporate record.
(3) Shareholder lists.
(4) Supplemental lists.
(5) When supplemental lists to be furnished.
(6) Holders of options.
(7) Contents of affidavit.
(8) Where applicant a body corporate.
(9) Use of shareholder list.
(10) Offence.
22 Form of records.
(2) Precautions.
(3) Offence.
23 Corporate seal.
PART V
CORPORATE FINANCE
24 Shares.
(2) Transitional.
(3) Class of shares.
(4) Class voting.
(5) Pre-existing corporations.
(6) Transitional.
25 Issue of shares.
(2) Shares non-assessable.
(3) Consideration.
(4) Consideration other than money.
(5) Property.
26 Stated capital account.
(2) Entries in stated capital account
(3) Exception for non-arm's length transactions.
(4) Limit on addition to a stated capital account.
(5) Constraint on addition to a stated capital account.
(6) Other additions to stated capital.
(7) Retained earnings added to stated capital.
(8) Transitional.
(9) Continuance.
(10) Transitional.
(11) Transitional.
(12) Restriction.
(13) Exception for an open-end mutual fund.
(14) "Open-end mutual fund" defined.
27 Shares in series.
(2) Series participation.
(3) Restrictions on series.
(4) Amendment of articles.
(5) Certificate of amendment.
(6) Effect of certificate.
28 Pre-emptive right.
(2) Exception.
29 Options and rights.
(2) Transferable rights.
(3) Convertible shares.
(4) Convertible debt obligations.
30 Corporation holding its own shares.
(2) Subsidiary holding shares of a corporation.
31 Exception.
(2) Exception.
(3) Exception.
(4) Voting shares.
32 Acquisition of corporation's own shares.
(2) Limitation.
33 Alternative acquisition of corporation's own shares.
(2) Alternative acquisition of corporation's own shares.
(3) Limitation.
34 Redemption of shares.
(2) Limitation.
35 Donated shares.
36 Other reduction of stated capital.
(2) Contents of special resolution.
(3) Limitation.
(4) Recovery.
(5) Limitation.
(6) Remedy preserved.
37 Adjustment of stated capital account.
(2) Adjustment of stated capital account.
(3) Adjustment of stated capital account.
(4) Adjustment of stated capital account.
(5) Stated capital of interconvertible shares.
(6) Cancellation or restoration of shares.
(7) Exception.
(8) Conversion or change of shares.
(9) Repayment.
(10) Acquisition and reissue of debt obligations.
38 Enforceability of contract.
(2) Burden of proof.
(3) Status of contracting party.
39 Commission for sale of shares.
40 Dividends.
41 Form of dividend.
(2) Adjustment of stated capital account.
(3) Dividends payable on transition.
42 Prohibited loans and guarantees.
(2) Permitted loans and guarantees.
(3) Enforceability.
43 Shareholder immunity.
(2) Lien on shares.
(3) Enforcement of lien.
(4) Liability continues.
PART VI
SECURITY CERTIFICATES, REGISTERS AND TRANSFERS
44 Application of Part.
(2) Definitions.
(3) Negotiable instruments.
(4) Registered form.
(5) Order form.
(6) Bearer form.
(7) Guarantor for issuer.
45 Rights of holder.
(2) Fee for certificate.
(3) Joint holders.
(4) Signatures.
(5) No manual signature required.
(6) Continuation of signature.
(7) Contents of share certificate.
(8) Restrictions.
(9) Limit on restriction.
(10) Transitional.
(11) Particulars of class.
(12) Duty.
(13) Fractional share.
(14) Scrip certificates.
(15) Holder of fractional share.
(16) Holder of scrip certificate.
46 Securities records.
(2) Central and branch registers.
(3) Place of register.
(4) Effect of registration.
(5) Branch register.
(6) Central register.
(7) Destruction of certificates.
47 Dealings with registered holder.
(2) Constructive registered holder.
(3) Permissible registered holder.
(4) Immunity of corporation.
(5) Infants.
(6) Joint holders.
(7) Transmission of securities.
(8) Excepted transmissions.
(9) Right of corporation.
48 Overissue.
(2) Retroactive validation.
(3) Payment not a purchase or redemption.
49 Burden of proof.
50 Securities fungible.
51 Notice of defect.
(2) Purchaser for value.
(3) Lack of genuineness.
(4) Ineffective defences.
52 Staleness as notice of defect.
53 Unauthorized signature.
54 Completion or alteration.
(2) Enforceability.
55 Warranties of agents.
(2) Limitation of liability.
56 Title of purchaser.
(2) Title of bona fide purchaser.
(3) Limited interest.
57 Deemed notice of adverse claim.
(2) Notice of fiduciary duty.
58 Staleness as notice of adverse claim.
59 Warranties to issuer.
(2) Warranties to purchaser.
(3) Warranties of intermediary.
(4) Warranties of pledgee.
(5) Warranties of broker.
60 Right to compel endorsement.
61 "Appropriate person" defined.
(2) Determining "appropriate person".
(3) Endorsement.
(4) Special or blank.
(5) Blank endorsement.
(6) Special endorsement.
(7) Right of holder.
(8) Immunity of endorser.
(9) Partial endorsement
(10) Failure of fiduciary to comply.
62 Effect of endorsement without delivery.
63 Endorsement in bearer form.
64 Effect of unauthorized endorsement.
(2) Liability of issuer.
65 Warranties of guarantor of signature.
(2) Limitation of liability.
(3) Warranties of guarantor of endorsement
(4) Extent of liability.
66 Constructive delivery of a security.
(2) Constructive ownership.
(3) Ownership of part of fungible bulk.
(4) Notice to broker.
67 Delivery of security.
(2) Duty to deliver.
(3) Delivery to broker.
68 Right to reclaim possession.
(2) Recovery if unauthorized endorsement.
(3) Remedies.
69 Right to requisites for registration.
(2) Rescission of transfer.
70 Seizure of security.
(2) No conversion if good faith delivery by agent.
71 Duty to register transfer.
(2) Liability for delay.
72 Assurance that endorsement effective.
(2) "Guarantee of the signature" defined.
(3) Standards.
(4) "Evidence of appointment or incumbency" defined.
(5) Standards.
(6) No notice to issuer.
(7) Notice from excess documentation.
73 Limited duty of inquiry.
(2) Discharge of duty.
(3) Inquiry into adverse claims.
(4) Duration of notice.
74 Limitation of issuer's liability.
(2) Duty of issuer in default.
75 Notice of lost or stolen security.
(2) Duty of issuer to issue a new security.
(3) Duty to register transfer.
(4) Right of issuer to recover.
76 Agent's duties and rights.
(2) Notice to agent.
PART VII
TRUST INDENTURES
77 Definitions.
(2) Application.
78 Conflict of interest.
(2) Eliminating conflict of interest.
(3) Validity.
(4) Removal of trustee.
79 Qualification of trustee.
80 List of security holders.
(2) Duty of issuer.
(3) Corporate applicant.
(4) Contents of statutory declaration.
(5) Use of list
(6) Offence.
81 Evidence of compliance.
(2) Duty of issuer or guarantor.
82 Contents of declarations.
83 Further evidence of compliance.
84 Trustee may require evidence of compliance.
(2) Certificate of compliance.
85 Notice of default
86 Duty of care.
87 Reliance on statements.
88 No exculpation.
PART VIII
RECEIVERS AND RECEIVER-MANAGERS
89 Functions of receiver.
90 Functions of receiver-manager.
91 Directors' powers cease.
92 Duty to act.
93 Duty under instrument.
94 Duty of care.
95 Directions given by court
96 Duties of receiver and receiver-manager.
(2) Liability of receiver for wages.
(3) Receiver subrogated.
(4) Rights of director who pays receiver.
PART IX
DIRECTORS AND OFFICERS
97 Power to manage.
(2) Number of directors.
98 By-laws.
(2) Shareholder approval.
(3) Effective date.
(4) Effective date.
(5) Shareholder proposal.
99 Organization meeting.
(2) Exception.
(3) Calling meeting.
100 Qualifications of directors.
(2) Further qualifications.
(3) Residency.
(4) Exception for holding corporation.
101 Term of office.
(2) Election of directors.
(3) Staggered terms.
(4) No stated terms.
(5) Incumbent directors.
(6) Vacancy among candidates.
102 Cumulative voting.
103 Ceasing to hold office.
(2) Effective date of resignation.
104 Removal of directors.
(2) Exception.
(3) Vacancy.
105 Attendance at meetings.
(2) Statement of director.
(3) Circulating statement.
(4) Immunity.
106 Filling vacancy.
(2) Calling meeting.
(3) Class director.
(4) Shareholders filling vacancy.
(5) Unexpired term.
107 Number of directors.
108 Notice of change of directors.
(2) Application to court.
109 Meeting of directors.
(2) Quorum.
(3) Resident majority.
(4) Transaction of business.
(5) Notice of meeting.
(6) Waiver of notice.
(7) Adjournment.
(8) One director meeting.
(9) Participation by telephone.
110 Delegation.
(2) Resident majority.
(3) Limits on authority.
111 Validity of acts of directors and officers.
112 Resolution in lieu of meeting.
(2) Filing resolution.
113 Liability of directors.
(2) Further liability of directors.
(3) Contribution.
(4) Recovery.
(5) Order of court.
(6) No liability.
(7) Limitation.
114 Liability of directors for wages.
(2) Conditions precedent to liability.
(3) Limitation.
(4) Amount due after execution.
(5) Subrogation of director.
(6) Contribution.
115 Disclosure of interested director contract.
(2) Time of disclosure for director.
(3) Time of disclosure for officer.
(4) Time of disclosure for director or officer.
(5) Voting.
(6) Continuing disclosure.
(7) Avoidance standards.
(8) Application to court.
116 Officers.
117 Duty of care of directors and officers.
(2) Duty to comply.
(3) No exculpation.
(4) Interpretation.
118 Dissent.
(2) Loss of right to dissent.
(3) Dissent of absent director.
(4) Reliance on statements.
119 Indemnification.
(2) Indemnification in derivative actions.
(3) Indemnity as of right.
(4) Directors' and officers' insurance.
(5) Application to court.
(6) Notice to director.
(7) Other notice.
120 Remuneration.
PART X
RETURNS AND INSIDERS
121 Annual return.
(2) Who shall sign.
122 Special return.
(2) Contents of special return.
123 Ownership of shares.
124 Offence.
(2) Relief by court.
125 "Insider" defined.
(2) Further interpretation.
(3) Deemed insiders.
(4) "Business combination" defined.
(5) Civil liability.
(6) Limitation.
PART XI
SHAREHOLDERS
126 Place of meetings.
(2) Meetings outside Manitoba.
(3) Meetings outside Manitoba.
127 Calling meetings.
128 Fixing record date.
(2) Notice of meeting.
(3) No record date fixed.
(4) Where record date fixed.
129 Notice of meeting.
(2) Exception.
(3) Adjournment.
(4) Notice of adjourned meeting.
(5) Business.
(6) Notice of business.
130 Waiver of notice.
131 Shareholder proposal.
(2) Information circular.
(3) Supporting statement.
(4) Nomination for director.
(5) Exemptions.
(6) Immunity.
(7) Notice of refusal.
(8) Shareholder application to court.
(9) Corporation's application to court.
(10) Director entitled to notice.
132 Shareholder list.
(2) Effect of list.
(3) Effect of list
(4) Examination of list.
133 Quorum.
(2) Opening quorum sufficient.
(3) Adjournment.
(4) One shareholder meeting.
134 Representative.
(2) Powers of representative.
(3) Joint shareholders.
135 Voting.
(2) Ballot.
136 Resolution in lieu of meeting.
(2) Filing resolution.
137 Requisition of meeting.
(2) Form.
(3) Directors calling meeting.
(4) Shareholder calling meeting.
(5) Procedure.
(6) Reimbursement.
138 Meeting called by court.
(2) Varying quorum.
(3) Valid meeting.
139 Court review of election.
(2) Powers of court.
140 Pooling agreement.
(2) Unanimous shareholder agreement.
(3) Declaration of single shareholder.
(4) Constructive party.
(5) Rights of shareholder.
(6) Filing of notice of agreement.
PART XII
PROXIES
141 Definitions.
142 Appointing proxyholder.
(2) Execution of proxy.
(3) Validity of proxy.
(4) Revocation of proxy.
(5) Deposit of proxies.
143 Mandatory solicitation.
(2) Exception.
(3) Offence of corporation.
(4) Offence of director or officer.
144 Soliciting proxies.
(2) Copy to commission.
(3) Offence.
(4) Offence of director or officer.
145 Exemption order.
146 Attendance at meeting.
(2) Right of a proxy holder.
(3) Voting by proxyholders.
(4) Offence.
147 Duty of registrant.
(2) Beneficial owner unknown.
(3) Copies.
(4) Instructions to registrant.
(5) Beneficial owner as proxyholder.
(6) Validity.
(7) Limitation.
(8) Offence.
(9) Offence of director or officer.
148 Restraining order.
(2) Notice to commission.
PART XIII
FINANCIAL DISCLOSURE
149 Annual financial statements.
(2) Exception.
(3) Interim financial statement.
150 Exemption by commission.
(2) Prohibited exemption.
151 Consolidated statements.
(2) Examination.
(3) Barring examination.
(4) Notice to Director.
152 Approval of financial statements.
(2) Condition precedent.
153 Copies to shareholders.
(2) Copies supplied on demand.
(3) Offence.
154 Copies to Director.
(2) Affiliates.
(3) Exemption.
(4) Further disclosure.
(5) Subsidiary corporation exemption.
(6) Filing with commission.
(7) Offence.
155 Qualification of auditor.
(2) Independence.
(3) Duty to resign.
(4) Disqualification order.
(5) Exemption order.
(6) Exception.
(7) Validity of resolution.
(8) Auditor's relationship to be disclosed in report
156 Appointment of auditor.
(2) Eligibility.
(3) Incumbent auditor.
(4) Remuneration.
157 Dispensing with auditor.
(2) Limitation.
(3) Unanimous consent.
158 Ceasing to hold office.
(2) Effective date of resignation.
159 Removal of auditor.
(2) Vacancy.
160 Filling vacancy.
(2) Calling meeting.
(3) Shareholders filling vacancy.
(4) Unexpired term.
161 Court appointed auditor.
(2) Exception.
162 Right to attend meeting.
(2) Duty to attend.
(3) Notice to corporation.
(4) Offence.
(5) Statement of auditor.
(6) Circulating statement.
(7) Replacing auditor.
(8) Exception.
(9) Effect of non-compliance.
163 Examination.
(2) Reliance on other auditor.
(3) Reasonableness.
(4) Application.
164 Right to information.
(2) Information from subsidiary.
165 Audit committee.
(2) Exemption.
(3) Duty of committee.
(4) Auditor's attendance.
(5) Calling meeting.
(6) Notice of errors.
(7) Error in financial statements.
(8) Duty of directors.
(9) Offence.
166 Qualified privilege (defamation).
PART XIV
FUNDAMENTAL CHANGES
167 Amendment of articles.
(2) Corporation with or without share capital.
(3) Resolution.
(4) Formula for conversion.
(5) Clerical errors.
(6) Article of amendment to be filed.
(7) Special Act corporation.
(8) Revocation of amending resolution.
(9) Resolution of directors.
168 Constraints on share transfers.
(2) Removal of constraint.
(3) Termination.
(4) Regulations.
(5) Validity of acts.
169 Proposal to amend.
(2) Notice of amendment.
170 Class vote.
(2) Limitation.
(3) Right to vote.
(4) Separate resolutions.
171 Delivery of articles.
(2) Reduction of stated capital.
172 Certificate of amendment.
173 Effect of certificate.
(2) Rights preserved.
174 Restated articles.
(2) Delivery of articles.
(3) Restated certificate.
(4) Effect of certificate.
175 Amalgamation.
(2) Special Act corporations excepted.
176 Amalgamation agreement.
(2) Cancellation.
177 Shareholder approval.
(2) Notice of meeting.
(3) Right to vote.
(4) Class vote.
(5) Shareholder approval.
(6) Termination.
178 Vertical short-form amalgamation.
(2) Horizontal short-form amalgamation.
179 Sending of articles.
(2) Attached declarations.
(3) Adequate notice.
(4) Certificate of amalgamation.
180 Effect of certificate.
181 Continuance in Manitoba.
(2) Special Act corporation.
(3) Amendments in articles of continuance.
(4) Articles of continuance.
(5) Certificate of continuance.
(6) Refusal by Director.
(7) Effect of certificate.
(8) Copy of certificate.
(9) Rights preserved.
(10) Issued shares.
(11) Exception in case of convertible shares.
(12) "Share" defined.
182 Continuance outside Manitoba.
(2) Limitation period.
(3) Exception.
(4) Notice of meeting.
(5) Right to vote.
(6) Shareholder approval.
(7) Termination.
(8) Notice of discontinuance.
(9) Notice deemed to be articles.
(10) Rights preserved.
(11) Prohibition.
(12) Continued corporation carrying on business in Manitoba.
(13) Special Act corporation prohibited.
183 Borrowing powers.
(2) Delegation of borrowing powers.
(3) Extraordinary sale, lease or exchange.
(4) Notice of meeting.
(5) Shareholder approval.
(6) Right to vote.
(7) Shareholder approval.
(8) Termination.
184 Right to dissent.
(2) Further right to dissent.
(3) Payment for shares.
(4) No partial dissent.
(5) Objection.
(6) Notice of resolution.
(7) Demand for payment.
(8) Share certificate.
(9) Forfeiture.
(10) Endorsing certificate.
(11) Suspension of rights.
(12) Offer to pay.
(13) Same terms.
(14) Payment.
(15) Corporation application to court.
(16) Shareholder application to court.
(17) Venue.
(18) No security for costs.
(19) Parties.
(20) Powers of court.
(21) Appraisers.
(22) Final order.
(23) Interest.
(24) Notice that subsection (26) applies.
(25) Effect where subsection (26) applies.
(26) Limitation.
185 Definitions.
(2) Powers of court.
(3) Further powers.
(4) Articles of reorganization.
(5) Certificate of reorganization.
(6) Effect of certificate.
(7) No dissent.
(8) Where corporation insolvent.
(9) Application to court for approval of arrangement.
(10) Powers of court.
(11) Notice to Director
(12) Articles of arrangement.
(13) Certificate of amendment.
(14) Effect of certificate.
PART XV
POWER OF ATTORNEY
186 Attorney required.
(2) Invalidity of power of attorney.
(3) Failure to comply with subsec. (1) or (2).
(4) Consent as attorney.
(5) Service of process.
(6) Binds body corporate.
PART XVI
REGISTRATION OF BODIES CORPORATE
187 Application.
(2) Carrying on business.
(3) Registration of corporations.
(4) Compliance.
(5) Penalty.
188 Preliminary matters.
189 Transitional.
(2) Restriction on capital employed abrogated.
(3) Continuing restriction.
(4) Amending restriction.
(5) Refusal to amend.
(6) Supplementary certificate.
(7) Notice.
190 Application for registration.
(2) Approval of Registrar of Cooperatives.
(3) Compliance.
(4) Issuance of certificate.
191 Prohibited names.
(2) Directing change of name.
(3) Appeal.
(4) New name.
(5) Non-compliance.
(6) Corporate name.
(7) Other name.
(8) Rights not affected.
192 Filing documents.
(2) Supplementary certificate.
(3) Registration of former Man. corp.
(4) Supplementary certificate.
(5) Exception.
193 Restriction on certificate.
(2) Refusal to register.
(3) Notice of refusal or restriction.
194 Cancellation of registration.
(2) Liability continues.
(3) Appeal.
(4) Filing of order.
(5) Restoration of registration.
(6) Liability of directors continue.
195 Service of process.
196 Estate of minor, mentally incompetent or deceased person.
197 Actions.
(2) Proof of registration.
(3) Registration authorizes all previous acts.
198 Real property.
(2) Execution of instrument affecting land.
199 Investigation.
PART XVII
LIQUIDATION, DISSOLUTION AND REVIVAL
200 Revival by the Director.
201 Revival by court.
202 Certificate of revival.
(2) Rights preserved.
203 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 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 Dissolution by Director.
(2) Publication.
(3) Length of Notice.
(4) Corporation not in operation.
(5) Certificate of dissolution.
(6) Effect of certificate.
206 Grounds for dissolution.
(2) Notice to Director.
(3) Dissolution order.
(4) Certificate.
(5) Effect of certificate.
207 Further grounds.
(2) Alternative order.
(3) Application of section 235.
208 Application for supervision.
(2) Court supervision.
209 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 Cessation of business and powers.
(2) Delegation by liquidator.
213 Appointment of liquidator.
(2) Vacancy.
214 Duties of liquidator.
215 Powers of liquidator.
(2) Reliance on statements.
(3) Application for examination.
(4) Power of court.
216 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 Right to distribution in money.
(2) Powers of court.
218 Custody of records.
(2) Offence.
219 "Shareholder" defined.
(2) Continuation of actions.
(3) Service.
(4) Reimbursement
(5) Representative action.
220 Unknown claimants.
(2) Constructive satisfaction.
(3) Recovery.
221 Vesting in Crown.
(2) Return of property on revival.
(3) Registration.
PART XVIII
INVESTIGATION
222 Investigation.
(2) Grounds.
(3) Notice to Attorney-General.
(4) No security for costs.
(5) Ex parte application.
(6) No publication.
223 Powers of court.
(2) Copy of report
224 Powers of inspector.
(2) Exchange of information.
(3) Court order.
225 Hearing in camera.
(2) Right to counsel.
226 Criminating statements.
227 Absolute privilege (defamation).
228 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 Commencing derivative action.
(2) Conditions precedent.
233 Powers of court.
234 Application to court re oppression.
(2) Grounds.
(3) Powers of court.
(4) Duty of directors.
(5) Exclusion.
(6) Limitation.
(7) Alternative order.
235 Evidence of shareholder approval not decisive.
(2) Court approval to discontinue.
(3) No security for costs.
(4) Interim costs.
236 Application to court to rectify records.
(2) Notice to Director.
(3) Powers of court.
237 Application for directions.
238 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 Offences with respect to reports.
(2) Liability of directors, etc.
(3) Immunity.
243 Offence.
244 Order to comply.
245 Time limited for proceedings.
(2) Civil remedy not affected.
PART XX
GENERAL
246 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 Certificate of Director.
(2) Evidence.
250 Certificate of corporation.
(2) Proof.
(3) Security certificate.
251 Copies.
252 Proof required by Director.
(2) Form of proof.
(3) Authentication of document
253 Appointment of Director.
254 Regulations.
(2) Forms.
(3) Fees not fixed in regulations.
(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) French language.
256 Certificate of search or compliance.
257 Alteration.
258 Corrections.
(2) Date of corrected certificate.
(3) Notice.
259 Inspection.
(2) Copies.
260 Records of Director.
(2) Obligation to furnish.
(3) No requirement to produce original.
261 Changes in letters patent
(2) References to former Act.
PART XXI
COMMUNITY DEVELOPMENT CORPORATIONS
262 Application.
(2) Consent of minister required.
(3) Additional requirements in articles.
263 One corporation in any area.
264 Limitation on the distribution of protits or assets.
PART XXII
CORPORATIONS WITHOUT SHARE CAPITAL
265 Application.
266 Interpretation.
267 Consent of minister required.
(2) Other consents required.
268 Additional requirements in articles.
269 Three directors required.
(2) Directors ex officio.
270 Use of word "Incorporated".
(2) Application of sec.
271 Number of members.
(2) Classes of membership.
272 Admission to membership.
273 Voting powers of members.
(2) Voting powers of members.
274 Memberships not transferable.
(2) Exception.
275 By-laws.
276 By-laws re groups and delegates.
(2) Delegates.
(3) Confirmation.
(4) Voting.
(5) Saving.
277 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 Interpretation.
(2) "Superintendent of Insurance" defined.
279 Application.
280 Approval of Superintendent of Insurance.
(2) Exception.
281 By-laws to be filed with Superintendent of Insurance.
282 Restrictions on incorporation, etc.
(2) Contingency levy.
(3) Exception.
283 Revocation of charter.
284 Application.
285 Incorporation.
(2) Contents of articles.
286 Applicants to give notice.
287 Capital.
(2) Capital.
(3) Money on shares paid to bank or trust company.
(4) Money to be returned.
(5) Promotion expenses.
288 Application.
(2) Incorporation.
289 Name.
290 Subscription book.
291 Calling meeting of subscribers.
(2) Notice.
292 Election of board of directors, etc.
293 Documents filed with application.
(2) Originals.
294 Members.
(2) Liability of member.
(3) Withdrawal of member.
295 Cash premium.
296 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 Member corporation.
(2) Partnership.
302 Treasurer.
303 Meeting of directors.
304 Establishment of branches.
305 Rates.
306 Liability of branch members.
307 Expenses divided.
308 Application.
309 Incorporation.
310 Investments.
311 Limit benefits.
312 Borrowing power.
313 Treasurer.
314 Disputes.
PART XXIV
TRUST AND LOAN CORPORATIONS
315 Definitions.
316 Application.
(2) Limitations on loan operations.
317 Deposit insurance required.
(2) Insurance required for licensing, etc.
(3) Restricted registration.
(4) Capital requirements on insurance.
318 Purchases of business by corporation.
(2) Sale of business and property.
(3) Approval of shareholders.
(4) Approval by Director.
(5) Consideration for sale.
319 Amalgamation.
(2) Incorporating Acts lapse.
320 Minister's approval required.
(2) Contents of articles.
(3) Contents of articles.
321 Capital requirements.
(2) No redeemable cumulative shares.
(3) Application of subsec. 10(1).
(4) Minimum number of directors.
(5) Qualification of directors.
(6) Resident Canadian directors.
322 Trust corporation powers.
(2) Deposits.
(3) Deposits deemed trust moneys and guaranteed.
(4) Record of Deposits
(5) Investment certificates.
(6) Nature of guarantee.
(8) Combined trust accounts.
323 Security not necessary if approved by L. G. in C.
(2) Appointment of corporation by court.
(3) Revocation of authority.
324 Account of administration.
325 Trust funds separate.
326 Additional trust corporation powers.
327 Loan corporation powers.
328 Reasonableness of investment or loan.
(2) Authorized investments.
(3) Designated bank or lender.
(4) Loan corporation investments under National Housing Act.
(5) Trust Corporation investments under National Housing Act.
(6) Power to invest in shares of certain corporations.
329 Trust corporation - other investments (basket clause).
(2) Loan corporations.
(3) Personal property security.
330 Restrictions on amount of investments.
(2) Regulations.
331 Limitation on real estate for business.
332 Security on trust corporation shares.
333 Security on loan corporation's shares.
334 Market value on loans.
335 Trust corporation investment limitations.
(2) Trust corporation real estate income.
DIVISION VI BORROWING POWERS AND STATUTORY LIMITS
336 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.
339 Reserves for deposits.
(2) Composition of reserves.
(3) Quarterly reports.
340 Prohibited investments.
(2) Disposition.
(3) Interpretation.
(4) Definitions.
(5) "Downstream" investment.
(6) Exception.
(7) Order of exemption.
(8) Conditions of exemption.
341 Reduction of assets on violation of section 340.
342 Corporation acting as trustee or agent.
(2) Corporation may accept deposits.
343 Report of transfer of shares.
(2) Aggregate transfers.
(3) Report of allotment and issue.
344 Definitions.
(2) Associated shareholders.
(3) Shares held jointly.
345 Limit on shares held by non-residents.
(2) Exception.
(3) Allotment to non-resident.
(4) Penalty.
346 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 By-laws and resolutions.
(2) Where declaration required.
(3) Penalty.
348 Liability of directors.
349 Examination and report by superintendent.
(2) Inspection of books.
(3) Semi-annual report changes.
(4) Examination under oath.
(5) Annual report.
350 Power of superintendent to freeze assets.
351 Action on violations.
(2) Action of Director after hearing.
(3) Direction to superintendent to take control.
(4) Special report.
352 Effect of superintendent's control.
(2) Application to court.
(3) Order of the court.
353 Appointment of committee.
(2) Hearing.
354 Revesting control in corporation.
(2) Application for order to liquidate.
(3) Payment of expenses.
(4) Expenses on liquidation.
(5) Sales prior to liquidation.
355 Annual report of superintendent.
356 Requirements respecting unauthorized investments.
357 Appeal from ruling of superintendent.
(2) Certificate of ruling for appeal.
358 Appraisal of real estate.
(2) Appraisal of security for loan or mortgage.
(3) Auditor's report.
(4) Valuation of assets.
359 Ascertaining expenditure during preceding year.
(2) Income received by corporations.
(3) Basis of assessments against corporations.
(4) Assessment a debt payable to government.
360 Appointment of superintendent.
(2) Agreement with Canada re superintendent.
(3) Provision as to remuneration.
(4) Regulations respecting agreement.
361 Licence required.
(2) Conditions for granting.
(3) Form.
(4) Duration and renewal.
(5) Right of appeal.
(6) Application to court.
(7) Issuing of licence.
(8) Rights cease.
(9) Corporation under former Act.
362 Commencement