R.S.M. 1987, c. C225

The Corporations Act

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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