Air Canada Public Participation Act (R.S.C., 1985, c. 35 (4th Supp.))

Act current to 2016-11-21 and last amended on 2016-06-22. Previous Versions

Air Canada Public Participation Act

R.S.C., 1985, c. 35 (4th Supp.)

An Act to provide for the continuance of Air Canada under the Canada Business Corporations Act and for the issuance and sale of shares thereof to the public

[1988, c. 44, assented to 18th August, 1988]

Short Title

Marginal note:Short title

 This Act may be cited as the Air Canada Public Participation Act.

Interpretation and Application

Marginal note:Definitions
  •  (1) In this Act,

    Corporation

    Société

    Corporation means Air Canada, a corporation continued by the Air Canada Act; (Société)

    Minister

    ministre

    Minister means the President of the Queen’s Privy Council or such other member of the Queen’s Privy Council for Canada as may be designated by the Governor in Council as the Minister for the purposes of this Act. (ministre)

  • Marginal note:Same meaning

    (2) Unless a contrary intention appears, words and expressions used in this Act have the same meaning as in the Canada Business Corporations Act.

  • Marginal note:Operation of Canada Business Corporations Act

    (3) In the event of any inconsistency between this Act and the Canada Business Corporations Act, or anything issued, made or established under that Act, this Act prevails to the extent of the inconsistency.

  • Marginal note:Operation of Competition Act

    (4) Nothing in, or done under the authority of, this Act affects the operation of the Competition Act in respect of the acquisition of any interest in the Corporation.

  • R.S., 1985, c. 35 (4th Supp.), s. 2;
  • 1994, c. 24, s. 34(F);
  • 1996, c. 10, s. 206.
Marginal note:Binding on the Crown

 This Act is binding on Her Majesty in right of Canada or a province.

Transfer of Shares to Minister

Marginal note:Transfer of Air Canada shares
  •  (1) Notwithstanding subsection 13(3) of the Air Canada Act, the shares of the Corporation held by the Minister of Transport in trust for Her Majesty in right of Canada are hereby transferred to the Minister, who is hereby authorized to acquire the shares.

  • Marginal note:Registration and holding of shares

    (2) The shares transferred to the Minister pursuant to subsection (1) shall be registered in the books of the Corporation in the name of the Minister and shall be held by the Minister in trust for Her Majesty in right of Canada.

Continuance

Marginal note:Submission of draft application
  •  (1) The Corporation shall submit an application for a certificate of continuance of the Corporation under section 187 of the Canada Business Corporations Act to the Minister for approval.

  • Marginal note:Submission to Director

    (2) Forthwith after the Minister approves an application submitted pursuant to subsection (1), the Corporation shall submit the approved application to the Director.

  • Marginal note:Presumption

    (3) An application submitted to the Director pursuant to this section is, subject to this Act, deemed for all purposes to have been made under subsection 187(1) of the Canada Business Corporations Act.

  • R.S., 1985, c. 35 (4th Supp.), s. 5;
  • 1994, c. 24, s. 34(F).
Marginal note:Mandatory provisions in articles of continuance
  •  (1) The articles of continuance of the Corporation shall contain

    • (a) [Repealed, 2001, c. 35, s. 1]

    • (b) provisions imposing constraints on the issue, transfer and ownership, including joint ownership, of voting shares of the Corporation to prevent non-residents from holding, beneficially owning or controlling, directly or indirectly, otherwise than by way of security only, in the aggregate voting shares to which are attached more than 25%, or any higher percentage that the Governor in Council may by regulation specify, of the votes that may ordinarily be cast to elect directors of the Corporation, other than votes that may be so cast by or on behalf of the Minister;

    • (c) provisions respecting the counting or prorating of votes cast at any meeting of shareholders of the Corporation and attached to voting shares of the Corporation that are held, beneficially owned or controlled, directly or indirectly, by non-residents so as to limit the counting of those votes to not more than 25%, or any higher percentage specified for the purposes of paragraph (b), of the total number of votes cast by shareholders at that meeting;

    • (d) provisions requiring the Corporation to carry out or cause to be carried out aircraft maintenance activities, including maintenance of any type relating to airframes, engines, components, equipment or parts, in Ontario, Quebec and Manitoba; and

    • (e) provisions specifying that the head office of the Corporation is to be situated in the Montreal Urban Community.

  • Marginal note:Enforcement of constraint provisions

    (2) The regulations made pursuant to subsection 174(6) of the Canada Business Corporations Act apply, with any modifications that the circumstances require, in respect of the Corporation as if the constraints imposed pursuant to paragraph (1)(b) were a constraint referred to in paragraph 174(1)(a) of that Act.

  • Marginal note:Exceptions

    (3) No provision imposing constraints pursuant to paragraph (1)(b) and no regulation referred to in subsection (2) apply in respect of voting shares of the Corporation that are held

    • (a) by the Minister in trust for Her Majesty in right of Canada;

    • (b) by one or more underwriters solely for the purpose of distributing the shares to the public; or

    • (c) by any person that is acting in relation to the shares solely in its capacity as an intermediary in the payment of funds or the delivery of securities, or both, in connection with trades in securities and that provides centralized facilities for the clearing of trades in securities.

  • Marginal note:Maintenance activities

    (4) For the purpose of carrying out or causing to be carried out the aircraft maintenance activities referred to in paragraph (1)(d) in Ontario, Quebec and Manitoba, the Corporation may, while not eliminating those activities in any of those provinces, change the type or volume of any or all of those activities in each of those provinces, as well as the level of employment in any or all of those activities.

  • (5) [Repealed, 2001, c. 35, s. 1]

  • Marginal note:Control

    (6) For the purposes of this section,

    • (a) a body corporate is controlled by a person if

      • (i) securities of the body corporate to which are attached more than fifty per cent of the votes that may be cast to elect directors of the body corporate are held, otherwise than by way of security only, by or for the benefit of that person, and

      • (ii) the votes attached to those securities are sufficient, if exercised, to elect a majority of the directors of the body corporate; and

    • (b) a partnership or unincorporated organization is controlled by a person if an ownership interest therein representing more than fifty per cent of the assets of the partnership or organization is held, otherwise than by way of security only, by or for the benefit of that person.

  • Marginal note:Specified percentage

    (6.1) The Governor in Council may make regulations specifying a percentage greater than 25% for the purposes of paragraph (1)(b).

  • Marginal note:Definitions

    (7) The following definitions apply in this section.

    aircraft

    aircraft has the same meaning as in subsection 3(1) of the Aeronautics Act. (aéronef)

    corporation

    corporation includes a body corporate, partnership and unincorporated organization. (société)

    non-resident

    non-resident means

    • (a) an individual, other than a Canadian citizen, who is not ordinarily resident in Canada,

    • (b) a corporation incorporated, formed or otherwise organized outside Canada,

    • (c) a foreign government or an agency thereof,

    • (d) a corporation controlled by non-residents as defined in any of paragraphs (a) to (c),

    • (e) a trust

      • (i) established by a non-resident as defined in any of paragraphs (b) to (d), other than a trust for the administration of a pension fund for the benefit of individuals a majority of whom are residents, or

      • (ii) in which non-residents as defined in any of paragraphs (a) to (d) have more than fifty per cent of the beneficial interest, or

    • (f) a corporation that is controlled by a trust described in paragraph (e),

    but does not include

    • (g) a mutual company within the meaning of the Insurance Companies Act, if its head office and chief place of business are situated in Canada and at least three quarters of its board of directors and each committee of its directors are Canadian citizens who are ordinarily resident in Canada, or

    • (h) a company within the meaning of that Act that is a subsidiary of a foreign institution within the meaning of that Act or a foreign company within the meaning of that Act, where the company or the foreign company is acquiring shares to form part of the assets of a segregated fund maintained pursuant to section 451 or 593 of that Act that has been established with respect to one or more policies or amounts for the administration of a pension fund for the benefit of individuals a majority of whom are residents. (non-résident)

    person

    person includes an individual, corporation, government or agency thereof, trustee, executor, administrator and other legal representative. (personne)

    resident

    resident means an individual, corporation, government or agency thereof or trust that is not a non-resident. (résident)

    voting share

    voting share means a share carrying voting rights under all circumstances or under some circumstances that have occurred and are continuing, and includes a security currently convertible into such a share and currently exercisable options and rights to acquire such a share or such a convertible security. (action avec droit de vote)

  • R.S., 1985, c. 35 (4th Supp.), s. 6;
  • 1993, c. 34, s. 3;
  • 1994, c. 24, s. 34(F), c. 47, s. 220;
  • 2000, c. 15, s. 17;
  • 2001, c. 35, s. 1;
  • 2016, c. 8, s. 1.
 
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