GreatNorthCollective/greatnorth-canada-federal-laws-text huggingface dataset:
Canada Business Corporations Act — C-44 185
Sending of articles 185 (1) Subject to subsection 183(6), after an amalgamation has been adopted under section 183 or approved under section 184, articles of amalgamation in the form that the Director fixes shall be sent to the Director together with the documents required by sections 19 and 106. Attached declarations (2) The articles of amalgamation shall have attached thereto a statutory declaration of a director or an officer of each amalgamating corporation that establishes to the satisfaction of the Director that (a) there are reasonable grounds for believing that (i) each amalgamating corporation is and the amalgamated corporation will be able to pay its liabilities as they become due, and (ii) the realizable value of the amalgamated corporation’s assets will not be less than the aggregate of its liabilities and stated capital of all classes; and (b) there are reasonable grounds for believing that (i) no creditor will be prejudiced by the amalgamation, or (ii) adequate notice has been given to all known creditors of the amalgamating corporations and no creditor objects to the amalgamation otherwise than on grounds that are frivolous or vexatious. Adequate notice (3) For the purposes of subsection (2), adequate notice is given if (a) a notice in writing is sent to each known creditor having a claim against the corporation that exceeds one thousand dollars; (b) a notice is published once in a newspaper published or distributed in the place where the corporation has its registered office and reasonable notice thereof is given in each province where the corporation carries on business; and (c) each notice states that the corporation intends to amalgamate with one or more specified corporations in accordance with this Act and that a creditor of the corporation may object to the amalgamation within thirty days from the date of the notice. Certificate of amalgamation (4) On receipt of articles of amalgamation, the Director shall issue a certificate of amalgamation in accordance with section 262. R.S., 1985, c. C-44, s. 185; 2001, c. 14, s. 89
Canada Business Corporations Act — C-44 186
Effect of certificate 186 On the date shown in a certificate of amalgamation (a) the amalgamation of the amalgamating corporations and their continuance as one corporation become effective; (b) the property of each amalgamating corporation continues to be the property of the amalgamated corporation; (c) the amalgamated corporation continues to be liable for the obligations of each amalgamating corporation; (d) an existing cause of action, claim or liability to prosecution is unaffected; (e) a civil, criminal or administrative action or proceeding pending by or against an amalgamating corporation may be continued to be prosecuted by or against the amalgamated corporation; (f) a conviction against, or ruling, order or judgment in favour of or against, an amalgamating corporation may be enforced by or against the amalgamated corporation; and (g) the articles of amalgamation are deemed to be the articles of incorporation of the amalgamated corporation and the certificate of amalgamation is deemed to be the certificate of incorporation of the amalgamated corporation. 1974-75-76, c. 33, s. 180; 1978-79, c. 9, s. 1(F)
Canada Business Corporations Act — C-44 186.1
Amalgamation under other federal Acts 186.1 (1) Subject to subsection (2), a corporation may not amalgamate with one or more bodies corporate pursuant to the Bank Act , the Canada Cooperatives Act , the Cooperative Credit Associations Act , the Insurance Companies Act or the Trust and Loan Companies Act unless the corporation is first authorized to do so by the shareholders in accordance with section 183. Short-form amalgamations (2) A corporation may not amalgamate with one or more bodies corporate pursuant to the provisions of one of the Acts referred to in subsection (1) respecting short-form amalgamations unless the corporation is first authorized to do so by the directors in accordance with section 184. Discontinuance (3) On receipt of a notice satisfactory to the Director that a corporation has amalgamated pursuant to one of the Acts referred to in subsection (1), the Director shall file the notice and issue a certificate of discontinuance in accordance with section 262. Notice deemed to be articles (4) For the purposes of section 262, a notice referred to in subsection (3) is deemed to be articles that are in the form that the Director fixes. Act ceases to apply (5) This Act ceases to apply to the corporation on the date shown in the certificate of discontinuance. Non-application (6) For greater certainty, section 185 does not apply to a corporation that amalgamates pursuant to one of the Acts referred to in subsection (1). 1994, c. 24, s. 21; 1998, c. 1, s. 380; 2001, c. 14, s. 90
Canada Business Corporations Act — C-44 187
rporate was authorized to issue before it was continued under this Act, the Director may, notwithstanding subsection 24(1), permit the body corporate to continue to refer in its articles to those shares, whether issued or unissued, as shares having a nominal or par value. Limitation (12) A corporation shall set out in its articles the maximum number of shares of a class or series referred to in subsection (11) and may not amend its articles to increase that maximum number of shares or to change the nominal or par value of those shares. R.S., 1985, c. C-44, s. 187; 2001, c. 14, ss. 91, 135(E); 2018, c. 8, s. 25
Canada Business Corporations Act — C-44 189
Borrowing powers 189 (1) Unless the articles or by-laws of or a unanimous shareholder agreement relating to a corporation otherwise provide, the directors of a corporation may, without authorization of the shareholders, (a) borrow money on the credit of the corporation; (b) issue, reissue, sell, pledge or hypothecate debt obligations of the corporation; (c) give a guarantee on behalf of the corporation to secure performance of an obligation of any person; and (d) mortgage, hypothecate, pledge or otherwise create a security interest in all or any property of the corporation, owned or subsequently acquired, to secure any obligation of the corporation. Delegation of borrowing powers (2) Notwithstanding subsection 115(3) and paragraph 121(a), unless the articles or by-laws of or a unanimous shareholder agreement relating to a corporation otherwise provide, the directors may, by resolution, delegate the powers referred to in subsection (1) to a director, a committee of directors or an officer. Extraordinary sale, lease or exchange (3) A sale, lease or exchange of all or substantially all the property of a corporation other than in the ordinary course of business of the corporation requires the approval of the shareholders in accordance with subsections (4) to (8). Notice of meeting (4) A notice of a meeting of shareholders complying with section 135 shall be sent in accordance with that section to each shareholder and shall (a) include or be accompanied by a copy or summary of the agreement of sale, lease or exchange; and (b) state that a dissenting shareholder is entitled to be paid the fair value of their shares in accordance with section 190, but failure to make that statement does not invalidate a sale, lease or exchange referred to in subsection (3). Shareholder approval (5) At the meeting referred to in subsection (4), the shareholders may authorize the sale, lease or exchange and may fix or authorize the directors to fix any of the terms and conditions thereof. Right to vote (6) Each share of the corporation carries the right to vote in respect of a sale, lease or exchange referred to in subsection (3) whether or not it otherwise carries the right to vote. Class vote (7) The holders of shares of a class or series of shares of the corporation are entitled to vote separately as a class or series in respect of a sale, lease or exchange referred to in subsection (3) only if such class or series is affected by the sale, lease or exchange in a manner different from the shares of another class or series. Shareholder approval (8) A sale, lease or exchange referred to in subsection (3) is adopted when the holders of each class or series entitled to vote thereon have approved of the sale, lease or exchange by a special resolution. Termination (9) The directors of a corporation may, if authorized by the shareholders approving a proposed sale, lease or exchange, and subject to the rights of third parties, abandon the sale, lease or exchange without further approval of the shareholders. R.S., 1985, c. C-44, s. 189; 2001, c. 14, ss. 93, 135(E); 2011, c. 21, s. 59(F)
Canada Business Corporations Act — C-44 190
order (22) The final order of a court shall be rendered against the corporation in favour of each dissenting shareholder and for the amount of the shares as fixed by the court. Interest (23) A court may in its discretion allow a reasonable rate of interest on the amount payable to each dissenting shareholder from the date the action approved by the resolution is effective until the date of payment. Notice that subsection (26) applies (24) If subsection (26) applies, the corporation shall, within ten days after the pronouncement of an order under subsection (22), notify each dissenting shareholder that it is unable lawfully to pay dissenting shareholders for their shares. Effect where subsection (26) applies (25) If subsection (26) applies, a dissenting shareholder, by written notice delivered to the corporation within thirty days after receiving a notice under subsection (24), may (a) withdraw their notice of dissent, in which case the corporation is deemed to consent to the withdrawal and the shareholder is reinstated to their full rights as a shareholder; or (b) retain a status as a claimant against the corporation, to be paid as soon as the corporation is lawfully able to do so or, in a liquidation, to be ranked subordinate to the rights of creditors of the corporation but in priority to its shareholders. Limitation (26) A corporation shall not make a payment to a dissenting shareholder under this section if there are reasonable grounds for believing that (a) the corporation is or would after the payment be unable to pay its liabilities as they become due; or (b) the realizable value of the corporation’s assets would thereby be less than the aggregate of its liabilities. R.S., 1985, c. C-44, s. 190; 1994, c. 24, s. 23; 2001, c. 14, ss. 94, 134(F), 135(E); 2011, c. 21, s. 60(F)
Canada Business Corporations Act — C-44 191
Definition of reorganization 191 (1) In this section, reorganization means a court order made under (a) section 241; (b) the Bankruptcy and Insolvency Act approving a proposal; or (c) any other Act of Parliament that affects the rights among the corporation, its shareholders and creditors. Powers of court (2) If a corporation is subject to an order referred to in subsection (1), its articles may be amended by such order to effect any change that might lawfully be made by an amendment under section 173. Further powers (3) If a court makes an order referred to in subsection (1), the court may also (a) authorize the issue of debt obligations of the corporation, whether or not convertible into shares of any class or having attached any rights or options to acquire shares of any class, and fix the terms thereof; and (b) appoint directors in place of or in addition to all or any of the directors then in office. Articles of reorganization (4) After an order referred to in subsection (1) has been made, articles of reorganization in the form that the Director fixes shall be sent to the Director together with the documents required by sections 19 and 113, if applicable. Certificate of reorganization (5) On receipt of articles of reorganization, the Director shall issue a certificate of amendment in accordance with section 262. Effect of certificate (6) A reorganization becomes effective on the date shown in the certificate of amendment and the articles of incorporation are amended accordingly. No dissent (7) A shareholder is not entitled to dissent under section 190 if an amendment to the articles of incorporation is effected under this section. R.S., 1985, c. C-44, s. 191; 1992, c. 27, s. 90; 2001, c. 14, s. 95
Canada Business Corporations Act — C-44 192
Definition of arrangement 192 (1) In this section, arrangement includes (a) an amendment to the articles of a corporation; (b) an amalgamation of two or more corporations; (c) an amalgamation of a body corporate with a corporation that results in an amalgamated corporation subject to this Act; (d) a division of the business carried on by a corporation; (e) a transfer of all or substantially all the property of a corporation to another body corporate in exchange for property, money or securities of the body corporate; (f) an exchange of securities of a corporation for property, money or other securities of the corporation or property, money or securities of another body corporate; (f.1) a going-private transaction or a squeeze-out transaction in relation to a corporation; (g) a liquidation and dissolution of a corporation; and (h) any combination of the foregoing. Where corporation insolvent (2) For the purposes of this section, a corporation is insolvent (a) where it is unable to pay its liabilities as they become due; or (b) where the realizable value of the assets of the corporation are less than the aggregate of its liabilities and stated capital of all classes. Application to court for approval of arrangement (3) Where it is not practicable for a corporation that is not insolvent to effect a fundamental change in the nature of an arrangement under any other provision of this Act, the corporation may apply to a court for an order approving an arrangement proposed by the corporation. Powers of court (4) In connection with an application under this section, the court may make any interim or final order it thinks fit including, without limiting the generality of the foregoing, (a) an order determining the notice to be given to any interested person or dispensing with notice to any person other than the Director; (b) an order appointing counsel, at the expense of the corporation, to represent the interests of the shareholders; (c) an order requiring a corporation to call, hold and conduct a meeting of holders of securities or options or rights to acquire securities in such manner as the court directs; (d) an order permitting a shareholder to dissent under section 190; and (e) an order approving an arrangement as proposed by the corporation or as amended in any manner the court may direct. Notice to Director (5) An applicant for any interim or final order under this section shall give the Director notice of the application and the Director is entitled to appear and be heard in person or by counsel. Articles of arrangement (6) After an order referred to in paragraph (4)(e) has been made, articles of arrangement in the form that the Director fixes shall be sent to the Director together with the documents required by sections 19 and 113, if applicable. Certificate of arrangement (7) On receipt of articles of arrangement, the Director shall issue a certificate of arrangement in accordance with section 262. Effect of certificate (8) An arrangement becomes effective on the date shown in the certificate of arrangement. R.S., 1985, c. C-44, s. 192; 1994, c. 24, s. 24; 2001, c. 14, s. 96
Canada Business Corporations Act — C-44 193
Going-private transactions 193 A corporation may carry out a going-private transaction. However, if there are any applicable provincial securities laws, a corporation may not carry out a going-private transaction unless the corporation complies with those laws. R.S., 1985, c. C-44, s. 193; 2001, c. 14, s. 97; 2018, c. 8, s. 26(F)
Canada Business Corporations Act — C-44 194
Squeeze-out transactions 194 A corporation may not carry out a squeeze-out transaction unless, in addition to any approval by holders of shares required by or under this Act or the articles of the corporation, the transaction is approved by ordinary resolution of the holders of each class of shares that are affected by the transaction, voting separately, whether or not the shares otherwise carry the right to vote. However, the following do not have the right to vote on the resolution: (a) affiliates of the corporation; and (b) holders of shares that would, following the squeeze-out transaction, be entitled to consideration of greater value or to superior rights or privileges than those available to other holders of shares of the same class. R.S., 1985, c. C-44, s. 194; 2001, c. 14, s. 97
Canada Business Corporations Act — C-44 195 to 205
195 to 205 [Repealed, 2001, c. 14, s. 97]
Canada Business Corporations Act — C-44 206
ssenting offeree has elected to demand payment of the fair value of the shares under subparagraph (5)(b)(ii), the offeror may, within twenty days after it has paid the money or transferred the other consideration under subsection (6), apply to a court to fix the fair value of the shares of that dissenting offeree. Idem (10) If an offeror fails to apply to a court under subsection (9), a dissenting offeree may apply to a court for the same purpose within a further period of twenty days. Status of dissenter if no court application (11) Where no application is made to a court under subsection (10) within the period set out in that subsection, a dissenting offeree is deemed to have elected to transfer their shares to the offeror on the same terms that the offeror acquired the shares from the offerees who accepted the take-over bid. Venue (12) An application under subsection (9) or (10) shall be made to a court having jurisdiction in the place where the corporation has its registered office or in the province where the dissenting offeree resides if the corporation carries on business in that province. No security for costs (13) A dissenting offeree is not required to give security for costs in an application made under subsection (9) or (10). Parties (14) On an application under subsection (9) or (10) (a) all dissenting offerees referred to in subparagraph (5)(b)(ii) whose shares have not been acquired by the offeror shall be joined as parties and are bound by the decision of the court; and (b) the offeror shall notify each affected dissenting offeree of the date, place and consequences of the application and of their right to appear and be heard in person or by counsel. Powers of court (15) On an application to a court under subsection (9) or (10), the court may determine whether any other person is a dissenting offeree who should be joined as a party, and the court shall then fix a fair value for the shares of all dissenting offerees. Appraisers (16) A court may in its discretion appoint one or more appraisers to assist the court to fix a fair value for the shares of a dissenting offeree. Final order (17) The final order of the court shall be made against the offeror in favour of each dissenting offeree and for the amount for the shares as fixed by the court. Additional powers (18) In connection with proceedings under this section, a court may make any order it thinks fit and, without limiting the generality of the foregoing, it may (a) fix the amount of money or other consideration that is required to be held in trust under subsection (7) or (7.1); (b) order that that money or other consideration be held in trust by a person other than the offeree corporation; (c) allow a reasonable rate of interest on the amount payable to each dissenting offeree from the date they send or deliver their share certificates under subsection (5) until the date of payment; and (d) order that any money payable to a shareholder who cannot be found be paid to the Receiver General and subsection 227(3) applies in respect thereof. R.S., 1985, c. C-44, s. 206; 2001, c. 14, ss. 99, 135(E); 2011, c. 21, s. 61
Canada Business Corporations Act — C-44
dissenting offeree means, where a take-over bid is made for all the shares of a class of shares, a holder of a share of that class who does not accept the take-over bid and includes a subsequent holder of that share who acquires it from the first mentioned holder; ( pollicité dissident )
Canada Business Corporations Act — C-44
offer includes an invitation to make an offer. ( pollicitation )
Canada Business Corporations Act — C-44
offeree means a person to whom a take-over bid is made. ( pollicité )
Canada Business Corporations Act — C-44
offeree corporation means a distributing corporation whose shares are the object of a take-over bid. ( société pollicitée )
Canada Business Corporations Act — C-44 (a)
offeror means a person, other than an agent or mandatary, who makes a take-over bid, and includes two or more persons who, directly or indirectly, (a) make take-over bids jointly or in concert; or (b) intend to exercise jointly or in concert voting rights attached to shares for which a take-over bid is made. ( pollicitant )
Canada Business Corporations Act — C-44 (a)
share means a share, with or without voting rights, and includes (a) a security currently convertible into such a share; and (b) currently exercisable options and rights to acquire such a share or such a convertible security. ( action )
Canada Business Corporations Act — C-44
take-over bid means an offer made by an offeror to shareholders of a distributing corporation at approximately the same time to acquire all of the shares of a class of issued shares, and includes an offer made by a distributing corporation to repurchase all of the shares of a class of its shares. ( offre d’achat visant à la mainmise )
Canada Business Corporations Act — C-44 206.1
Obligation to acquire shares 206.1 (1) If a shareholder holding shares of a distributing corporation does not receive an offeror’s notice under subsection 206(3), the shareholder may (a) within ninety days after the date of termination of the take-over bid, or (b) if the shareholder did not receive an offer pursuant to the take-over bid, within ninety days after the later of (i) the date of termination of the take-over bid, and (ii) the date on which the shareholder learned of the take-over bid, require the offeror to acquire those shares. Conditions (2) If a shareholder requires the offeror to acquire shares under subsection (1), the offeror shall acquire the shares on the same terms under which the offeror acquired or will acquire the shares of the offerees who accepted the take-over bid. 2001, c. 14, s. 100
Canada Business Corporations Act — C-44 207
Definition of court 207 In this Part, court means a court having jurisdiction in the place where the corporation has its registered office. 1974-75-76, c. 33, s. 200; 1978-79, c. 9, s. 1(F)
Canada Business Corporations Act — C-44 208
Application of Part 208 (1) This Part, other than sections 209 and 212, does not apply to a corporation that is an insolvent person or a bankrupt as those terms are defined in section 2 of the Bankruptcy and Insolvency Act . Staying proceedings (2) Any proceedings taken under this Part to dissolve or to liquidate and dissolve a corporation shall be stayed if the corporation is at any time found, in a proceeding under the Bankruptcy and Insolvency Act , to be an insolvent person as defined in section 2 of that Act. R.S., 1985, c. C-44, s. 208; 1992, c. 27, s. 90; 2001, c. 14, s. 101; 2018, c. 8, s. 27