GreatNorthCollective/greatnorth-canada-federal-laws-text huggingface dataset:
Trust and Loan Companies Act — T-19.8 61
Allowed disbursements 61 (1) Where an order approving the commencement and carrying on of business is not made for a company, no part of the moneys of the company shall be used for the payment of incorporation and organization expenses, other than remuneration and costs referred to in section 54, unless the payment has been approved by a special resolution. Application to court to settle disbursements (2) If the amount allowed by a special resolution for the payment of any incorporation and organization expenses referred to in subsection (1) is considered insufficient by the directors or if no special resolution for the payment of such expenses is passed, the directors may apply to any court having jurisdiction in the place where the head office of the company is situated to settle and determine the amounts to be paid out of any moneys of the company before distribution of the balance to the shareholders or, where there are no shareholders, to the incorporators. Notice of application to court (3) The directors shall, at least twenty-one days prior to the date fixed for the hearing of the application referred to in subsection (2), send to the shareholders or incorporators, as the case may be, a notice of the application, which notice shall contain a statement of the amounts that are proposed to be settled and determined by the court. Ratio payable (4) In order that the amounts paid and payable under this section may be equitably borne by the shareholders or incorporators, as the case may be, the directors shall, after the amounts of the payments have been approved by special resolution or settled and determined by a court, fix the proportionate part thereof chargeable to each shareholder or incorporator as the ratio of the amount paid in by the shareholder or incorporator to the aggregate of all the amounts paid in by the shareholders or incorporators. Return of excess (5) After the amounts referred to in this section have been paid, the directors shall pay, with any interest earned thereon, to the shareholders or incorporators, the respective balances of the moneys paid in by them, less the amount chargeable to each shareholder or incorporator under subsection (4).
Trust and Loan Companies Act — T-19.8 62
Power to issue shares 62 (1) Subject to this Act and the by-laws of the company, shares of a company may be issued at such times and to such persons and for such consideration as the directors of the company may determine. Shares (2) Shares of a company shall be in registered form and shall be without nominal or par value. Shares of former-Act company (3) Shares with nominal or par value of a former-Act company are deemed to be shares without nominal or par value. Shares of continued company (4) Where a body corporate is continued as a company under this Act, shares with nominal or par value issued by the body corporate before it was so continued are deemed to be shares without nominal or par value. Deemed share conditions (5) Where any right of a holder of a share with nominal or par value of a former-Act company or a body corporate continued as a company under this Act, other than a voting right, was stated or expressed in terms of the nominal or par value of the share immediately before the coming into force of this Part or the continuance under this Act, as the case may be, that right is thereafter deemed to be the same right stated or expressed without reference to the nominal or par value of the share.
Trust and Loan Companies Act — T-19.8 63
Common shares 63 (1) A company shall have one class of shares, to be designated as “common shares”, which are non-redeemable and in which the rights of the holders thereof are equal in all respects, and those rights include (a) the right to vote at all meetings of shareholders except where only holders of a specified class of shares are entitled to vote; (b) the right to receive dividends declared on those shares; and (c) the right to receive the remaining property of the company on dissolution. Designations of shares (2) No company shall designate more than one class of its shares as “common shares” or any variation of that term. (3) [Repealed, 2012, c. 5, s. 164] Continued company (4) A body corporate continued as a company under this Act that is not in compliance with subsection (2) on the date letters patent continuing it as a company are issued shall, within twelve months after that date, redesignate its shares to comply with that subsection. Exception (5) Subsections (1) and (2) do not apply in respect of a former-Act company whose shareholders are confined to entities incorporated or formed by or under an Act of Parliament or of the legislature of a province that are, in the opinion of the directors, operating as credit unions or cooperative associations. 1991, c. 45, s. 63; 2012, c. 5, s. 164
Trust and Loan Companies Act — T-19.8 64
Classes of shares 64 (1) The by-laws of a company may provide for more than one class of shares and, if they so provide, shall set out (a) the rights, privileges, restrictions and conditions attaching to the shares of each class; and (b) the maximum number, if any, of shares of any class that the company is authorized to issue. Shareholder approval (2) Where a by-law referred to in subsection (1) is made, the directors of the company shall submit the by-law to the shareholders at the next meeting of shareholders. Effective date (3) A by-law referred to in subsection (1) is not effective until it is confirmed or confirmed with amendments by special resolution of the shareholders at the meeting referred to in subsection (2). 1991, c. 45, s. 64; 2001, c. 9, s. 493
Trust and Loan Companies Act — T-19.8 65
Shares issued in series 65 (1) The by-laws of a company may, subject to any limitations set out in them, authorize the issue of any class of shares in one or more series and may (a) fix the maximum number of shares in each series and determine the designation, rights, privileges, restrictions and conditions attaching to them; and (b) authorize the directors to do anything referred to in paragraph (a). Series participation (2) If any cumulative dividend or amounts payable on return of capital in respect of a series of shares are not paid in full, the shares of all series of the same class participate rateably in respect of accumulated dividends and return of capital. Voting rights (3) Where voting rights are attached to any series of a class of shares, the shares of every other series of that class shall have the same voting rights. Restriction on series (4) No rights, privileges, restrictions or conditions attached to a series of shares authorized under this section confer on the series a priority in respect of dividends or return of capital over any other series of shares of the same class that are then outstanding. Material to Superintendent (5) If the directors exercise their authority under paragraph (1)(b), the directors shall, before the issue of shares of the series, send to the Superintendent particulars of the series of shares and a copy of the by-law that granted the authority to the directors. 1991, c. 45, s. 65; 2005, c. 54, s. 373; 2007, c. 6, s. 342(E)
Trust and Loan Companies Act — T-19.8 66
One share, one vote 66 (1) Where voting rights are attached to a share of a company, the voting rights may confer only one vote in respect of that share. Exception (2) Subsection (1) does not apply in respect of (a) a share of a former-Act company issued on or before September 27, 1990 that entitled the holder to more than one vote, or to a fraction of a vote, in respect of that share; and (b) any share of a former-Act company that is issued after September 27, 1990 pursuant to the conversion of a security of the former-Act company that was issued with such a conversion privilege prior to that date.
Trust and Loan Companies Act — T-19.8 67
Shares non-assessable 67 Shares issued by a company after the coming into force of this section are non-assessable and the shareholders are not liable to the company or to its creditors in respect thereof.
Trust and Loan Companies Act — T-19.8 68
Consideration for share 68 (1) No share of any class of shares of a company shall be issued until it is fully paid for in money or, with the approval of the Superintendent, in property. Transitional (2) Where any share of a company is not fully paid for on the day this Part comes into force, the provisions of the Trust Companies Act or the Loan Companies Act that applied to the company immediately prior to that day and that relate to (a) the liability of holders of shares of a company that are not fully paid for and the enforcement of that liability, (b) the forfeiture of the share, and (c) the forfeiture of the right to vote the share continue to apply in respect of that share. Other currencies (3) When issuing shares, a company may provide that any aspect of the shares relating to money or involving the payment of or the liability to pay money be in a currency other than the currency of Canada.
Trust and Loan Companies Act — T-19.8 70
Stated capital of continued company 70 (1) Where a body corporate is continued as a company under this Act, the company shall record in the stated capital account maintained for each class and series of shares then outstanding an amount that is equal to the aggregate of (a) the aggregate amount paid up on the shares of each class and series of shares immediately before the body corporate was so continued, and (b) the amount of the contributed surplus of the company that is attributable to those shares. Contributed surplus entry (2) The amount of any contributed surplus recorded in the stated capital account pursuant to paragraph (1)(b) shall be deducted from the contributed surplus account of the company. Shares issued before continuance (3) Any amount unpaid in respect of a share issued by a body corporate before it was continued as a company under this Act and paid after it was so continued shall be recorded in the stated capital account maintained by the company for the shares of that class or series.
Trust and Loan Companies Act — T-19.8 71
Pre-emptive right 71 (1) Where the by-laws of a company so provide, no shares of any class shall be issued unless the shares have first been offered to the shareholders holding shares of that class, and those shareholders have a pre-emptive right to acquire the offered shares in proportion to their holdings of the shares of that class, at such price and on such terms as those shares are to be offered to others. Exception (2) Notwithstanding the existence of a pre-emptive right, a shareholder of a company has no pre-emptive right in respect of shares of a class to be issued (a) for a consideration other than money; (b) as a share dividend; or (c) pursuant to the exercise of conversion privileges, options or rights previously granted by the company. Idem (3) Notwithstanding the existence of a pre-emptive right, a shareholder of a company has no pre-emptive right in respect of shares to be issued (a) where the issue of shares to the shareholder is prohibited by this Act; or (b) where, to the knowledge of the directors of the company, the offer of shares to a shareholder whose recorded address is in a country other than Canada ought not to be made unless the appropriate authority in that country is provided with information in addition to that submitted to the shareholders at the last annual meeting.
Trust and Loan Companies Act — T-19.8 72
Conversion privileges 72 (1) A company may issue conversion privileges, options or rights to acquire securities of the company, and shall set out the conditions thereof (a) in the documents that evidence the conversion privileges, options or rights; or (b) in the securities to which the conversion privileges, options or rights are attached. Transferable rights (2) Conversion privileges, options and rights to acquire securities of a company may be made transferable or non-transferable, and options and rights to acquire such securities may be made separable or inseparable from any securities to which they are attached. Reserved shares (3) Where a company has granted privileges to convert any securities issued by the company into shares, or into shares of another class or series, or has issued or granted options or rights to acquire shares, if the by-laws limit the number of authorized shares, the company shall reserve and continue to reserve sufficient authorized shares to meet the exercise of such conversion privileges, options and rights.
Trust and Loan Companies Act — T-19.8 73
Holding of own shares 73 Except as provided in sections 74 to 77, or unless permitted by the regulations, a company shall not (a) hold shares of the company or of any body corporate that controls the company; (b) hold any ownership interests of any unincorporated entity that controls the company; (c) permit any of its subsidiaries to hold any shares of the company or of any body corporate that controls the company; or (d) permit any of its subsidiaries to hold any ownership interests of any unincorporated entity that controls the company.
Trust and Loan Companies Act — T-19.8 74
Purchase and redemption of shares 74 (1) Subject to subsection (2) and to its by-laws, a company may, with the consent of the Superintendent, purchase, for the purpose of cancellation, any shares issued by it, or redeem any redeemable shares issued by it at prices not exceeding the redemption price thereof calculated according to a formula stated in its by-laws or the conditions attaching to the shares. Restrictions on purchase and redemption (2) A company shall not make any payment to purchase or redeem any shares issued by it if there are reasonable grounds for believing that the company is, or the payment would cause the company to be, in contravention of any regulation referred to in subsection 473(1) or (2) or any direction made pursuant to subsection 473(3). Donated shares (3) A company may accept from any shareholder a share of the company surrendered to it as a gift, but may not extinguish or reduce a liability in respect of an amount unpaid on any such share except in accordance with section 78.
Trust and Loan Companies Act — T-19.8 75
Holding as personal representative 75 (1) A company may, and may permit its subsidiaries to, hold, in the capacity of a personal representative, shares of the company or of any body corporate that controls the company or ownership interests in any unincorporated entity that controls the company, but only where the company or the subsidiary does not have a beneficial interest in the shares or ownership interests. Security interest (2) A company may, and may permit its subsidiaries to, by way of a security interest (a) hold shares of the company or of any body corporate that controls the company, or (b) hold any ownership interests of any entity that controls the company, where the security interest is nominal or immaterial when measured by criteria established by the company that have been approved in writing by the Superintendent. Saving (3) Nothing in subsection (2) precludes a former-Act company or any of its subsidiaries from holding any security interest held immediately prior to the coming into force of this Part. 1991, c. 45, s. 75; 2005, c. 54, s. 375(F)
Trust and Loan Companies Act — T-19.8 75.1
Exception — conditions before acquisition 75.1 (1) A company may permit any of its subsidiaries to acquire shares of the company through the issuance of those shares by the company to the subsidiary if the conditions prescribed for the purposes of this subsection are met before the subsidiary acquires the shares. Conditions after acquisition (2) After a subsidiary has acquired shares under the purported authority of subsection (1), the conditions prescribed for the purposes of this subsection must be met. Non-compliance with conditions (3) If a company permits any of its subsidiaries to acquire shares of the company under the purported authority of subsection (1) and one or more of the conditions prescribed for the purposes of subsections (1) and (2) were not met, are not met or cease to be met, as the case may be, then, despite section 15 and subsection 69(2), the company must comply with the prescribed requirements. 2007, c. 6, s. 343
Trust and Loan Companies Act — T-19.8 76
Cancellation of shares 76 (1) Subject to subsection (2), where a company purchases shares of the company or fractions thereof or redeems or otherwise acquires shares of the company, the company shall cancel those shares. Requirement to sell (2) Where a company or any of its subsidiaries, through the realization of security, acquires any shares of the company or of any body corporate that controls the company or any ownership interests in an unincorporated entity that controls the company, the company shall, or shall cause its subsidiaries to, as the case may be, within six months after the day of the realization, sell or otherwise dispose of the shares or ownership interests.
Trust and Loan Companies Act — T-19.8 77
Subsidiary holding shares 77 Subject to the regulations, a former-Act company shall cause any subsidiary of the company that holds shares of the company, or of any body corporate that controls the company, or any ownership interests of any unincorporated entity that controls the company to sell or otherwise dispose of those shares or ownership interests within six months after the day this section comes into force.
Trust and Loan Companies Act — T-19.8 78
Reduction of capital 78 (1) The stated capital of a company may be reduced by special resolution. Limitation (2) A company shall not reduce its stated capital by special resolution if there are reasonable grounds for believing that the company is, or the reduction would cause the company to be, in contravention of any regulation referred to in subsection 473(1) or (2) or any direction made pursuant to subsection 473(3). Contents of special resolution (3) A special resolution to reduce the stated capital of a company shall specify the stated capital account or accounts from which the reduction of stated capital effected by the special resolution will be deducted. Approval by Superintendent (4) A special resolution to reduce the stated capital of a company has no effect until it is approved in writing by the Superintendent. Exception (4.1) Subsection (4) does not apply if (a) the reduction in the stated capital is made solely as a result of changes made to the accounting principles referred to in subsection 313(4); and (b) there is to be no return of capital to shareholders as a result of the reduction. Conditions for approval (5) No approval to reduce the stated capital of a company may be given by the Superintendent unless application therefor is made within three months after the time of the passing of the special resolution and a copy of the special resolution, together with a notice of intention to apply for approval, has been published in the Canada Gazette . Statements to be submitted (6) In addition to evidence of the passing of a special resolution to reduce the stated capital of a company and of the publication thereof, statements showing (a) the number of the company’s shares issued and outstanding, (b) the results of the voting by class of shares of the company, (c) the company’s assets and liabilities, and (d) the reason why the company seeks the reduction of capital shall be submitted to the Superintendent at the time of the application for approval of the special resolution. 1991, c. 45, s. 78; 2007, c. 6, s. 344
Trust and Loan Companies Act — T-19.8 79
Recovery by action 79 (1) Where any money or property was paid or distributed to a shareholder or other person as a consequence of a reduction of capital made contrary to section 78, a creditor of the company may apply to a court for an order compelling the shareholder or other person to pay the money or deliver the property to the company. Shares held by personal representative (2) No person holding shares in the capacity of a personal representative and registered on the records of the company as a shareholder and therein described as the personal representative of a named person is personally liable under subsection (1), but the named person is subject to all the liabilities imposed by that subsection. Limitation (3) An action to enforce a liability imposed by subsection (1) may not be commenced more than two years after the date of the act complained of. Remedy preserved (4) This section does not affect any liability that arises under section 212.
Trust and Loan Companies Act — T-19.8 80
Adjustment of stated capital account 80 (1) On a purchase, redemption or other acquisition by a company of shares or fractions thereof issued by it, other than shares acquired pursuant to section 75 or acquired through the realization of security and sold pursuant to subsection 76(2), the company shall deduct from the stated capital account maintained for the class or series of shares so purchased, redeemed or otherwise acquired an amount equal to the result obtained by multiplying the stated capital in respect of the shares of that class or series by the number of shares of that class or series so purchased, redeemed or otherwise acquired and dividing by the number of shares of that class or series outstanding immediately before the purchase, redemption or other acquisition. Idem (2) A company shall adjust its stated capital account or accounts in accordance with any special resolution referred to in section 78. Shares converted to another class (3) On a conversion of outstanding shares of a company into shares of another class or series, or on a change of outstanding shares of the company into shares of another class or series, the company shall (a) deduct from the stated capital account maintained for the class or series of shares converted or changed an amount equal to the result obtained by multiplying the stated capital of the shares of that class or series by the number of shares of that class or series converted or changed, and dividing by the number of outstanding shares of that class or series immediately before the conversion or change; and (b) record the result obtained under paragraph (a) and any additional consideration received pursuant to the conversion or change in the stated capital account maintained or to be maintained for the class or series of shares into which the shares have been converted or changed. Stated capital of convertible shares (4) For the purposes of subsection (3) and subject to the company’s by-laws, where a company issues two classes of shares and there is attached to each class a right to convert a share of one class into a share of the other class and a share is so converted, the amount of stated capital attributable to a share in either class is the aggregate of the stated capital of both classes divided by the number of outstanding shares of both classes immediately before the conversion. Conversion or change of shares (5) Shares issued by a company and converted into shares of another class or series, or changed under subsection 222(1) into shares of another class or series, become issued shares of the class or series of shares into which the shares have been converted or changed.
Trust and Loan Companies Act — T-19.8 81
Addition to stated capital account 81 On a conversion of any debt obligation of a company into shares of a class or series of shares, the company shall (a) deduct from the liabilities of the company the nominal value of the debt obligation being converted; and (b) record the result obtained under paragraph (a) and any additional consideration received for the conversion in the stated capital account maintained or to be maintained for the class or series of shares into which the debt obligation has been converted.