115 (1) In this section, “charter” includes, (a)  the text of an Act of incorporation and of any amendments to that Act, and (b)  any letters patent, supplementary letters patent, certificate of incorporation and certificate of amendment issued under an Act other than this Act or a predecessor of this Act; (“charte”) “special resolution” has the same meaning as in subsection 1 (1), except references in the definition to a corporation shall be read as references to a body corporate and, when applied to a body corporate with share capital, references in the definition to a member or members of a corporation shall be read as references to a shareholder or shareholders of the body corporate. (“résolution extraordinaire”) 2017, c. 20, Sched. 8, s. 28 (1). Special resolution (2) The shareholders or members of a body corporate incorporated or continued by or under an Act other than this Act or a predecessor of this Act who are entitled to vote at annual meetings of shareholders or members may, by special resolution, authorize the directors of the body corporate to apply to the Director for a certificate of continuance under this Act. 2017, c. 20, Sched. 8, s. 28 (1). Amendment of charter (3) A resolution referred to in subsection (2) must also, (a)  if the body corporate has authorized share capital provisions and related provisions set out in its charter, provide for the deletion of those provisions; and (b)  if the body corporate has issued shares, provide for the cancellation of all those shares upon the issuance of a certificate of continuance under subsection (9). 2017, c. 20, Sched. 8, s. 28 (1). Same, permissive provision (4) A resolution referred to in subsection (2) may also make any amendment to the charter of the body corporate that a corporation incorporated under this Act may make to its articles. 2017, c. 20, Sched. 8, s. 28 (1). (5) Repealed: 2021, c. 25, Sched. 17, s. 3. Additional authorization, body corporate with share capital (6) In the case of a body corporate with share capital, a resolution referred to in subsection (2) must also be authorized, (a)  in accordance with any applicable requirements of the Act which governs the body corporate; or (b)  if there are no applicable requirements in the Act which governs the body corporate, unanimously by shareholders entitled to vote, instead of being approved by at least two-thirds of the votes cast at a special meeting. 2017, c. 20, Sched. 8, s. 28 (1). Corporation must be able to pay liabilities (7) Despite subsection (2) and clause 2.1 (1) (a) of the Corporations Act, the shareholders of a body corporate with share capital may not authorize the body corporate to apply to the Director for a certificate of continuance under this Act if, upon continuance, the body corporate will be unable to pay its liabilities as they become due. 2017, c. 20, Sched. 8, s. 28 (1). Note: On October 19, 2046, the 25th anniversary of the day subsection 3 (1) of Schedule 7 to the Cutting Unnecessary Red Tape Act, 2017 comes into force, subsection 115 (7) of the Act is amended by striking out “and clause 2.1 (1) (a) of the Corporations Act”. (See: 2017, c. 20, Sched. 8, s. 28 (2)) Articles of continuance (8) If a body corporate wishes to apply for a certificate under subsection (2), the body corporate shall file articles of continuance and any required documents and information with the Director. 2017, c. 20, Sched. 8, s. 28 (1). Certificate of continuance (9) Upon receipt of articles of continuance, together with any required documents and information and the required fee, the Director may, on the terms and subject to the limitations and conditions that the Director considers fit, issue a certificate of continuance by endorsing the articles of continuance in accordance with section 201, and the endorsed articles constitute the certificate of continuance. 2017, c. 20, Sched. 8, s. 28 (1). Rights preserved (10) From the date of continuance of a body corporate as a corporation under this Act, (a)  the property of the body corporate continues to be the property of the corporation; (b)  the corporation continues to be liable for the obligations of the body corporate; (c)  an existing cause of action, claim or liability to prosecution is unaffected; (d)  any civil, criminal, administrative, investigative or other action or proceeding pending by or against the body corporate may be continued by or against the corporation; and (e)  any conviction against, or ruling, order or judgment in favour of or against the body corporate may be enforced by or against the corporation. 2017, c. 20, Sched. 8, s. 28 (1). Section Amendments with date in force (d/m/y) 2017, c. 20, Sched. 8, s. 28 (1) - 19/10/2021; 2017, c. 20, Sched. 8, s. 28 (2) - 19/10/2046 2021, c. 25, Sched. 17, s. 3 - 03/06/2021