Unlimited liability corporation
Applicable law by jurisdiction

Unlimited liability corporation

Section Title: Applicable law by jurisdiction
Table Section Text: None

Description	Alberta	British Columbia	Nova Scotia

Framework	Based very closely on modern US corporations statutes	Closely modelled on the United Kingdom Companies Acts

Location of head office	In the province	In the province	In the province

Nature of liability	Unlimited for obligations arising from actions and proceedings commenced by or against the ULC before its dissolution or within 2 years thereafter.	Unlimited for obligations arising from actions and proceedings commenced by or against the ULC before its dissolution or within 1 year thereafter.	Shareholders are liable for all debts and liabilities upon winding up. This liability is unlimited for past or present shareholders (but for past shareholders it is extinguished one year after he ceases to be a shareholder).

Residency requirements for directors	¼ of all directors must be Canadian residents	None	None

Directors' duty of care	Statutorily bound to exercise “the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances”	As for Alberta	Determined under the common law

Power to manage corporation	Directors can manage “or supervise the management” of the business and affairs of the corporation (with authority to delegate that power to shareholders through a USA corporation or LLC)	Directors must manage or supervise the management of the business and affairs of the company	Shareholders have power to manage the corporation (and the authority to delegate that power to directors)

Amalgamation of corporations	Both short-form (parent and subsidiary amalgamation with only board approval required), and long-form (2/3 shareholder approval) are available	Foreign corporations may not amalgamate with BC ULCs	No Court approval is required if all shareholders approve the amalgamation

Reductions in stated capital	2/3 shareholder approval is needed	By court order or special resolution	2/3 shareholder approval is required

Declaration of dividends	The board may declare dividends if it has reasonable grounds to believe that a corporate solvency test is satisfied	As for Alberta	Dividends must be declared and paid out of the profits of the company

Purchase of own shares	A corporation may hold shares in itself and allow subsidiaries to hold its shares for a maximum of 30 days (without cancellation)	Purchased shares must be cancelled, but none may be purchased if it may make the corporation insolvent. Subsidiaries are allowed to purchase its parent's shares.	Other than redeemable shares, any acquisition by a corporation of its own shares must have requisite shareholder approval

Continuance	Only Alberta and Nova Scotia ULCs, and other corporations prescribed by regulation, may migrate to BC, and a foreign ULC may not migrate into BC as a limited liability corporation	Foreign corporations can continue into Nova Scotia as a ULC, with approval of all shareholders. Nova Scotia ULCs can export to foreign jurisdictions upon 2/3 shareholder approval.

Conversion between limited and unlimited liability status	No restrictions	No restrictions	No restrictions (but subject to shareholder approval)

Sentence(s)

Unlimited liability corporations exist in Alberta, Nova Scotia, and British Columbia.

final_sentence: Unlimited liability corporations exist in Alberta, Nova Scotia, and British Columbia.