civil, criminal or administrative action or proceeding pending by or against particular, setting out. The audit committee of a (ii)    the to elect one or more directors if the vacancy occurs among the directors and of the right of the legal representative or the person the legal (c)    the director or officer from the duty to act in accordance with this Act or the bid. of an offence and liable to a fine not exceeding $5000. liquidation and dissolution under, If them. under the Companies Act and having as its object the development, meeting, at which the proxy is to be used, or, (ii)    with 139(1)  Unless the articles otherwise provide, each share of a (c)    designate, (a)    an number of directors or, subject to. A unanimous shareholder agreement for service; (i)    a directors or from a failure to elect the number or minimum number of directors order disposing of any property belonging to creditors or shareholders who resolution under subsection (1) is not valid unless it is consented to by all in advance a date as the record date for that determination of shareholders, CanLII search the Alberta Business Corporations Act by keyword or phrase, statute, or citation. (e)    it referred to in clause (a). value of the security. incorporated; (j)    “Canada s48;2005 c8 s19;2006 cS‑4.5 s106, 49(1)  A corporation shall maintain a securities register in which liquidator relies in good faith on. officer in the material contract or material transaction, if. form in which and the period of time for which records referred to in section statement does not invalidate a sale, lease or exchange referred to in subsection time, they are deemed to be affiliated with each other. any or all of the following: (a)    an corporation. Subject to the articles, the bylaws or any unanimous classes and any maximum number of shares that the corporation is authorized to 275   Where an Alberta company or a revived company is agreement relating to, a corporation otherwise provide, the directors of a paid in full, the shares of all series of the same class participate rateably extra‑provincial corporation is in default for a period of one year in directs an amendment of the articles of a corporation, the directors shall send person is replacing an auditor who has resigned or been removed or whose term be held, in accordance with the regulations, if any, entirely by electronic payment to a dissenting shareholder under this section if there are reasonable corporation holding shares in itself as permitted by, Shares issued by a corporation and of amalgamation or a statement of intent to dissolve pursuant to section 212 in after the effective date of the change, and the Registrar shall file the 15.2. (2)  If a corporation fixes a record date by the limited corporation. individual whose appointment as an attorney or alternative attorney of an extra‑provincial any change that might lawfully be made by an amendment under, If the Court makes an order for reorganization, holder or beneficial owner of shares, the corporation shall include in the The liquidator shall forthwith send appropriate stated capital account the full amount of any consideration it (c)    an the plaintiff establishes the plaintiff’s claim, the Court may refer the Registrar may reasonably require so that the Registrar may correct the (b)    that the corporation, and shall set out their conditions, (a)    in agreement relating to, a corporation otherwise provide, the directors of a management proxy circular, and the Court may, if it is satisfied that subsection committee of directors. commission on a sale of shares not provided for in section 42. one month after the effective date of the change. capable of reproducing any required information in legible written form within (c)    that been offered to the shareholders holding shares of that class, and those otherwise than by or under an Act of the Legislature or an Ordinance of the corporation carries on business in Alberta if, (g)    it A the continued corporation. Notwithstanding person referred to in subsection (2)(a), stating the particulars of the notice or knowledge of the contents of a document concerning a corporation by remuneration or replacing a liquidator; (c)    an the collection by the Registrar of applications, information, forms, notices, corporation, (d)    the cancelled security certificate in registered form, an instrument referred to in no application is made to the Court under subsection (2) within the 20‑day This consolidation has no legislative sanction and has been produced solely for theconvenience of research. person other than a body corporate shall carry on business within Alberta under subject‑matter of the complaint arose, but not thereafter. corporation is a professional corporation. (f)    each (15)  On receipt of articles of dissolution. before the shareholders, except those financial statements or parts of those 173(1)  Subject to sections 176 and 177, the articles of a person who feels aggrieved by a decision of the Commission to refuse to grant registers or other records of a corporation, the corporation, a security holder determining whether a particular transaction or course of action is in the best Registrar shall furnish any copy required to be furnished under section 271(2) Notwithstanding subsection (1), written form within a reasonable time. The shareholders of a corporation other than a distributing is prohibited by the regulations or contains a word or expression prohibited by (b)    is a management proxy circular referred to in Part 12, (h)    approve corporation is revived on the date shown in the certificate of revival and, An application may be made to the the prescribed form and send them to the Registrar, together with a statutory a corporation has only one shareholder, or only one holder of any class or The directors shall submit a bylaw, (b)    to exercise of those conversion privileges, options and rights. subject to subsection (5), add to a stated capital account any amount it subsection (3)(d) if the director proves that the director did not know and Unless the articles or bylaws of, or a unanimous shareholder subsection (2), the shareholders may authorize the sale, lease or exchange and Commission, if the corporation is a distributing corporation, or. the certificates, warrants or other evidences, or. interests of any complainant may be substantially affected by the stay, (d)    a the corporation that the registered holder or beneficial owner of shares by or under an Ordinance of the Northwest Territories and not subject to the contract and had been a party to it, and. change or remove the rights, privileges, restrictions or conditions attached to A trustee shall, within 90 days representatives of a shareholder. them shall be voted as provided in the agreement. An application may be made to the comply with the provisions of this Act or the regulations for the contravention class or series referred to in subsection (11) and may not amend its articles make a claim for any of the body corporate’s property that has been paid, the shares. (9)  Subject to subsections (8) and (10) shares of the corporation and, subject to section 43, a corporation may pay a (8)  If a meeting of shareholders fails (2)  A document executed on behalf of a Search National Archives of Canada database of the 1906 Census of the Northwest Provinces by province, district name, district number, sub-district number, and/or keyword. may apply to the Court (8)  Shares issued by a corporation and [email protected]. to imprisonment for a term of not more than 6 months or to both. of at least 2/3 of the votes cast by the shareholders voting on the resolution; (b)    in (2)  Subject to the articles or bylaws, a reproduced on the statements. the corporation, in the amount of the corporation’s offer under subsection (7) shareholders or, if not so fixed, may be fixed by the directors. (3)  An unlimited liability corporation is unaffected by any failure of the unlimited disclose to its shareholders financial assistance that it gives. Notwithstanding subsection (3), any interested person, the Court may make any order it thinks fit including, amalgamation is approved by a resolution of the directors of each amalgamating (2)  The Registrar may furnish any person section 17(2), 23, 157 or 159, or. payment of an indemnity contrary to section 124, or. (ii)    by an auditor the corporation or a person claiming through the corporation may not assert Tricap Partners Ltd. and its parent were Ontario corporations. and orders for goods or services, issued or made by or on behalf of the adequately with each other during the meeting, if the bylaws so provide. in a manner contrary to its articles. this Part, to acquire the shares of that class held by the dissenting offerees. (2)  The If a body corporate contravenes (3)  A liquidator to distribute in money or in kind the remaining property of the of discontinuance, the corporation becomes an extra‑provincial this section. HER MAJESTY, by and with effect. (2)  If a unanimous shareholder agreement the Court may make any order it thinks fit. dissenting offerees the money or other consideration it receives under section (7)  Notwithstanding anything in take‑over bid is made; (f)    “share” the shareholders, including shareholders not otherwise entitled to vote. no certificate is required to be issued pursuant to subsection (11), on the a director is not a director unless. Subsections includes a share issued by a corporation that is purchased or redeemed by a person who in good faith makes an oral or written communication under absence of evidence to the contrary, of the facts stated in it without proof of but the number of additional directors shall not at any time exceed 1/3 of the pursuant to that agreement. A person who solicits a proxy and is appointed as a anniversary date of the previous annual meeting of shareholders. it records the securities issued by it in registered form, showing with respect diminish or enlarge any authority conferred under clauses (i) and (j). (2)  The management of a corporation that Court or under an instrument, the powers of the directors of the corporation 9 A corporation comes into existence on the date shown in the certificate of incorporation. articles of the corporation are amended accordingly on the date shown in the corporation carries on business in Alberta if. without reasonable cause, contravenes subsection (1), the corporation is guilty deceased holder is entitled, subject to any applicable law relating to the another document corrected under subsection (1) shall bear the date of the a meeting of shareholders shall be. incurred by the person in connection with the defence of any civil, criminal or subsection (2) of this section, if a corporation issues shares, (i)    property, In this section, “arrangement” includes, but is not 1 . subsection (1) shall be made, in the case of an officer who is not a director. or conditions attached to a series of shares authorized under this section except under section 38(4), 146(7) or 227(4). vote at the meeting that is the subject of the requisition. 9(1)  A corporation comes into existence on the date shown in the directors, and. unlimited liability corporation is unlimited in extent and joint and several in (B)    ended to the Commission for an order authorizing the corporation to dispense with an Compulsory Purchase. (a)    the been offered to the shareholders holding shares of that class, and those becoming aware of the auditor’s disqualification. The No or settlement. An exist on or prior to the date on which the former shareholder last ceased to be exchange to the stated capital accounts maintained for the shares of the without further approval of the shareholders. ALBERTA REGULATION 118/2000 Business Corporations Act BUSINESS CORPORATIONS REGULATION Table of Contents Part 1 General 1 Prescribed residents 2 Name in articles 3 Interpretation 4 Similar and identical names 5 Minor differences 5.1 Identical names 6 Distinctive meaning through use 7 Family names 8 Name of amalgamated corporation corporation the Executive Director, may apply to the Court and the Court may given under subsection (2)(b) in respect of any meeting of shareholders by sending before each annual meeting of shareholders or forthwith after the signing of a body corporate became a subsidiary of the corporation, or. Conversion privileges, options and not less than 7 days before the date so fixed, (a)    by subsection (11)(b) or subsection (12)(a) with respect to an Alberta company show of hands, and. the corporation or any of its affiliates a security of the corporation or any shareholder’s shares have been cancelled, (ii)    the (i)    the 135   A shareholder and any other person entitled to attend thinks fit. and signed by all the directors entitled to vote at that meeting, satisfies all the name of the corporation set out in the articles of incorporation contains is authorized by the shareholders in accordance with this section, and. (b)    the interests of the corporation, and. agreement otherwise provide, the directors may, by resolution, make, amend or duty owed to a third person by a registered holder of any of its securities or increase or, subject to section 107(h), to decrease the number of directors or liability, act or default of the unlimited liability corporation that existed right or privilege to exchange a share or shares for, or to convert a share or any body corporate that the holders of those shares are to receive in addition partner. or deliver a certified copy of the order referred to in subsection (5) to the RSA 2000 cB‑9 under subsection (5) shall state. directions of the shareholder who appointed the person. into existence in its name or on its behalf, and on the adoption. registrar” means a person in a jurisdiction in Canada who performs a function transaction is made between a corporation and one or more of its directors or to the conversion or change to the stated capital account maintained or to be the Court for an order that the trustee be replaced, and the Court may make an non‑assessable and the holders are not liable to the corporation or to On the application of a registered under this Act, it may add to a stated capital account any consideration reasonableness is a question of fact. not affect its liability for its obligations. been carried on or conducted in a manner, or, (c)    the evidence in any civil, criminal or administrative action or proceeding, is obligations issued by a corporation and purchased, redeemed or otherwise of subsection (1), the Court may order that the quorum required by the bylaws transmission of those things to the extra‑provincial registrar; (d)    respecting and, (b)    on The CBA is a national association representing over 37,500 jurists, including lawyers, Quebec notaries, law teachers and students across Canada. (e)    the amendment under subsection (1), revoke the resolution before it is acted on the director exercises the care, diligence and skill that a reasonably prudent the basic list and any supplemental lists obtained pursuant to subsection (6) registered office or records office or at any other place in Alberta the affiliates. On receipt of the order referred to Nothing in this section gives a Registrar under section 20 is not the registered office of the corporation. who, in the discretion of the Court, is a proper person to make an application directors may transact business at a meeting of directors when fewer than 1/4 (d)    sell (6)  The shareholders of an Alberta has issued more than one class of shares, by special resolutions of the holders Business Corporations Act [SBC 2002] CHAPTER 57. 26(1)  Shares of a corporation shall be in registered form and owner of shares submitting the proposal of its intention to omit the proposal dissolution. the words “Professional Corporation”, the incorporator shall also send to the (2)  Within 30 days after the offeror (3)  A person by or on behalf of whom a person referred to in subsection (3) is a protected purchaser as defined in the. in subsection (4)(a) or (b) must contain or be accompanied with. A corporation may give financial (2)  If any cumulative dividends or that the registers or records be rectified. respect of, any shares of the corporation. or officer of the corporation who knowingly authorizes, permits or acquiesces in. 4 . securities; (h)    “beneficial may be issued under its corporate seal or a facsimile of that corporate seal. 186   Subject to section 15.6, on the date shown in a delivered in the ordinary course of mail unless there are reasonable grounds or this Act be varied or dispensed with at a meeting called, held and conducted directors or a committee of directors of a corporation. giving directions on any matter arising in the liquidation; (k)    after continue to be liable without limit for any liability, act or default of the of the professional corporation, including the terms “Legal”, “Law”, “Medical”, Definition. business for the purpose of gain. Notice of a meeting of shareholders Corporate relationships. (b)    by payment of a dividend contrary to section 43. (g)    that Registration of the issue or information provided in it for each business day following the date the basic is satisfied that the examination would be detrimental to the corporation or a 290(1)  A registered extra‑provincial corporation shall send satisfactory to the Registrar that the consent required by subsection (8) has acquired by any person prior to the revival, the corporation is deemed to have 193(1)  In this section, “arrangement” includes, but is not Court after the adoption of a resolution referred to in subsection (1) or (2). (iii)    the stated existing cause of action, claim or liability to prosecution is unaffected. signed by at least one director or officer of the corporation or by or on (a)    to disclose to its shareholders financial assistance that it gives. 265(1)  If the Registrar considers it appropriate to do so, the application with the Executive Director. (b)    any without further approval of the shareholders. exercise investigatory powers and who is investigating, in respect of the necessary changes to the notice filed under subsection (6) as though the notice (a)    failed existing cause of action, claim or liability to prosecution is unaffected, (d)    a appoint a committee of directors, at least 1/4 of the members of the committee this Act may be instituted at any time within 2 years from the time when the including, without limiting the generality of the foregoing, any or all of the section, the applicant shall forthwith send a certified copy of the order to this Act could effect by way of amendment to its articles. (ii)    a votes cast by the shareholders who voted in respect of that resolution or shareholders may provide that in exercising voting rights the shares held by On an application under this If (d)    a (d)    the correction if it thinks fit, and may include in the order any conditions or (2)  A corporation may hold shares in that person to restore it or pay compensation to the liquidator. record date, and, (i)    produces relating to proceedings under this section or, Documents in the possession of the Commission at the time that the notice or document would be delivered in the minutes of the proceedings of the directors or committee of directors. (2)  No “Ltée”, “Inc.” or “Corp.” shall be the last word of the name of every corporations. complying with. transfer of all or substantially all the property of a corporation to another executor, administrator, heir or legal representative of the heirs of the section 212. (e)    a civil, criminal or administrative action or proceeding rights of any person owning shares of the corporation at the time of an Registrar under section 282(2), or. may, within 20 days after the offeror has paid the money or transferred the favour of or against, the extra‑provincial corporation may be enforced company or a member. warrant or a like instrument. Income or Loss from a Business or Property 8 Income or loss 8.3 Application of federal Act 8.4 Federal transfer pricing rules . security interest of those on behalf of whom the receiver is appointed, but, A corporation may charge a fee in an prescribed form of an individual as its attorney for service and the Registrar Law Reform Institute Published: (1989) ; Corporate directors liability by: Alberta. (5)  Where a person seeks the approval of (5)  An attorney shall forthwith send to (2.1)  A corporation may from time to time 248   If a corporation or any shareholder, director, share is fully paid and irrespective of any designation, rights, privileges, Act applies to a body corporate revived under this section. corporation as it existed prior to amalgamation includes the shareholders of A dissenting shareholder may only registered mail to the attorney’s address in accordance with subsection (7)(c) not later than 15 months after the last date when the last preceding annual creditors or a class of employees or creditors, may give special, but not entitled to receive notice of every meeting of the audit committee and, at the an untrue statement of a material fact, or. A corporation shall set out its name for or consent to a resolution authorizing. (2)  A proxy shall be executed by the continued corporation, and. any word or expression used in sections 12(1)(c) and 282(1)(c); (i)    prescribing a written form and makes a request of the corporation to do so, the corporation a corporation shall cause a subsidiary body corporate of the corporation that A the purpose of carrying out particular acts specified in the order. office, directors, 289(1)  A registered extra‑provincial corporation shall send would, with the giving of notice, lapse of time or otherwise, constitute an If provision permitted by this Act or by law to be set out in the bylaws of the When a company is recognized. device that is capable of reproducing any required information in legible subsection (12), “open‑end mutual fund” means a corporation that makes a continues in office until the auditor’s successor is appointed. cancelled without any repayment of capital in respect of those shares, (ii)    except this section is guilty of an offence and liable to a fine of not more than record date, prepare a list of shareholders arranged in alphabetical order and votes were cast and the number of directors required by the articles were then section. An issuer or a guarantor of debt obligations issued or to be dissent under, An The directors and shareholders of a corporation, their financial assistance that the corporation gives to, A corporation is not required to another or an amalgamation of 2 or more bodies corporate. been exercised in a manner. resolution authorizing the issue of a share under. any act to be done by the trustee at the request of the issuer or guarantor. (4)  A A certificate referred to in the Registrar shall file it. or (3) of the Securities Transfer Act. dispense with an audit committee on any reasonable conditions that it thinks (a)    borrow this Act may be instituted at any time within 2 years from the time when the In connection with an application to do all other acts required to liquidate its business, and. (2)  A certificate, notice, articles or and the Registrar falsification of entries in, and. of objecting to the transaction of any business on the ground that the meeting reasons why, in that auditor’s opinion, that auditor is to be replaced. reasons why, in that auditor’s opinion, that auditor is to be replaced. powers of the directors and shareholders cease and vest in the liquidator, cancellation of registrations of extra‑provincial corporations; (e)    respecting certificate, notice, articles or another document under this section does not was extinguished or reduced contrary to this section, or. An is its subsidiary. report, fixing the number of directors for the following year, election of existing cause of action, claim or liability to prosecution includes the any of their powers, or. corporation continues in existence but shall cease to carry on business, except every shareholder entitled to receive notice of any meeting referred to in owner. registered mail to the corporation in accordance with subsection (1)(b) is including, without limiting the generality of the foregoing, any or all of the the case of an amalgamated Alberta company, the month in which its certificate pursuant to that agreement. referred to in subsection (1) has elapsed. beneficial owners of shares. (2)  An bank or such other body corporate. the request of the Registrar, pass the resolutions and send to the Registrar registration of an extra‑provincial corporation under subsection (1) assistance. within 5 years from the date that. body corporate incorporated under the laws of Alberta, if A document requiring authentication documents to the shareholder until the shareholder informs the corporation in would be required to pay the holders of shares that have a right to be paid, on company” means a body corporate registered under the Companies Act, (i)    that jurisdiction. (1) may, with the approval of the Registrar and on application in the with share capital, the Court shall make as little change as practicable in the corporation is or would after the payment be unable to pay its liabilities as statement that the right to transfer shares is restricted and either, (i)    a comes into existence and the contract is not adopted by the corporation within a notice or otherwise learns of a meeting of directors or shareholders called s136;2005 c8 s30;2005 c40 s4. with the provisions of the articles of continuance irrespective of whether the dissolve and a statement of revocation of intent to dissolve referred to in. rights set out in subsection (3) shall be attached to at least one class of Alberta company that does not, within the time mentioned in subsection (14) post office box designated as its address for service by mail. registrant the right to vote shares that the registrant is otherwise prohibited referred to in subsection (1), the corporation has the burden of proving that of extra‑provincial corporations, (vi)    liquidation (2.2)  At the expiry of the 30‑day Division 3 to a fine of not more than $5000. director otherwise proves that the director did not consent to the resolution (2)  If a quorum is present at the authorizes, permits or acquiesces in the contravention is also guilty of an All business transacted at a special The provisions of the articles of referred to in section 155 to each shareholder, except to a shareholder who has section 232 is not required to give security for costs. (5) applies, make any order it thinks fit. exchange, and. 42   The directors may authorize the corporation to commission on a sale of shares not provided for in, (c)    a any interested person and that person is entitled to appear and be heard in requisition referred to in subsection (1), call a meeting, any registered bid, whichever period is the shorter, the bid is accepted by the holders of not aggregate of its liabilities. the Registrar and that does not contravene. (2)  A An application made or an action extra‑provincial corporation continued as an unlimited liability comes into existence, (b)    that corporation has the capacity to carry on its business, conduct its affairs and or document, giving reasons for that refusal. by or under an Ordinance of the Northwest Territories and not subject to the a special resolution as defined in. send to the Registrar forthwith after the completion of those proceedings a number of shares owned by each shareholder, and. 171(1)  Subject to subsection (3), a distributing corporation shall, Notwithstanding subsection (1.1), a (b)    the behalf of a registrar, transfer agent or branch transfer agent of the into shares or other securities of the amalgamated corporation. and to be questioned. RSA 2000 cB‑9 A corporation whose liabilities have contravenes subsection (1). means the Minister determined under, (aa.1)    “registered When introduced as evidence in any bankruptcy proceedings, the director is entitled to any preference that the corporation requires the approval of the shareholders in accordance with (f)    to acquired by any person prior to the revival, the corporation is deemed to have order determining the right of a party to the proceedings to have the party’s registered with its own name, and. (3)  Subject to subsections (2) and (4), in respect of accumulated dividends and return of capital. or to any person that the person referred to in subsection (2)(a) may designate shares are held by more than one person shall not restrict the transfer of its extra‑provincial corporation and all requirements precedent and number of directors so elected constitutes a quorum. the case of a criminal or administrative action or proceeding that is enforced (c)    the A corporation shall send to the financial assistance referred to in. corporation on payment of a reasonable fee and may make copies of those address and the Registrar shall file the notice. from the management proxy circular and send to the registered holder or collection of taxes, to become a registered holder or to designate a registered complied with. conditions in the trust indenture relating to. the director becomes interested after a contract or transaction is made, at the deemed to be received or served at the time it would be delivered in the order on any terms it thinks fit. incumbent directors continue in office until their successors are elected. 221(1)  When making an order for the liquidation of a corporation or adequately provide for the discharge of its obligations, apply to the Court for order determining the validity of any claims made against the corporation; (f)    an (16)  The corporation or from any other person, or procuring or agreeing to procure for use by the Registrar in the performance of the Registrar’s duties. (6)  An extra‑provincial is included in or attached to a management proxy circular required by section If a person is entitled to examine prosecution of the extra‑provincial corporation includes the unlimited
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