Cooperative Credit Associations Act — C-41.01 75
Stated capital account 75 (1) An association shall maintain a separate stated capital account for the membership shares and for each class and series of shares it issues. Addition to stated capital account (2) An association shall record in the appropriate stated capital account the full amount of any consideration it receives for any membership shares or shares it issues. Exception (2.1) Despite subsection (2), an association may, subject to subsection (2.2), record in the stated capital account maintained for the shares of a class or series any part of the consideration it receives in an exchange if it issues shares (a) in exchange for (i) property of a person who immediately before the exchange did not deal with the association at arm’s length within the meaning of that expression in the Income Tax Act or property of any prescribed person, (ii) shares of or another interest in a body corporate that immediately before the exchange or because of it did not deal with the association at arm’s length within the meaning of that expression in the Income Tax Act or shares of or another interest in any prescribed entity, or (iii) property of a person who immediately before the exchange dealt with the association at arm’s length within the meaning of that expression in the Income Tax Act if the person, the association and all of the holders of shares in the class or series of shares so issued consent to the exchange; (b) under an agreement referred to in subsection 227(1); or (c) to shareholders of an amalgamating body corporate who receive the shares in addition to or instead of securities of the amalgamated association. Limit on addition to a stated capital account (2.2) On the issuance of a share, an association shall not add to the stated capital account in respect of the share an amount greater than the amount of the consideration it receives for the share. Constraint on addition to a stated capital account (2.3) Where an association that has issued any outstanding shares of more than one class or series proposes to add to a stated capital account that it maintains in respect of a class or series of shares an amount that was not received by the association as consideration for the issue of shares, the addition must be approved by special resolution unless all the issued and outstanding shares are of not more than two classes of convertible shares referred to in subsection 84(4). Stated capital of former-Act association (3) On the coming into force of this Part, the former-Act association shall record in the stated capital account maintained for membership shares then outstanding an amount that is equal to the aggregate of (a) the aggregate amount paid up on the membership shares immediately before the coming into force of this Part, and (b) the amount of the contributed surplus of the association that is attributable to those membership shares. Contributed surplus entry (4) The amount of any contributed surplus recorded in the stated capital account pursuant to paragraph (3)(b) shall be deducted from the contributed surplus account of the association. Share issued before coming into force (5) Any amount unpaid in respect of a membership share issued by the former-Act association before the coming into force of this Part and paid after the coming into force of this Part shall be recorded in the stated capital account maintained by the association for the membership shares. 1991, c. 48, s. 75; 1997, c. 15, s. 118; 2001, c. 9, s. 271; 2005, c. 54, s. 147