PART IVOrganization and Commencement (continued)
Commencement and Carrying on of Business (continued)
Marginal note:Cessation of existence
61 (1) Subject to subsection (2), except for the sole purpose of winding up the company’s or society’s affairs, a company or society ceases to exist one year after the day on which its incorporating instrument became effective if it does not obtain an order approving the commencement and carrying on of business within that year.
Marginal note:Marine insurance
(2) A company that was incorporated for the sole purpose of insuring risks in the class of marine insurance ceases to exist one year after the day on which its incorporating instrument became effective if, in the opinion of the Superintendent, the company is not, by that date, actively engaged in insuring those risks.
Marginal note:Allowed disbursements
(a) an order approving the commencement and carrying on of business is not made for a company or society, or
(b) the Superintendent is of the opinion that a company referred to in subsection 61(2) is not actively engaged in insuring risks in the class of marine insurance,
no part of the moneys of the company or society 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.
Marginal note: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 or society is situated to settle and determine the amounts to be paid out of any moneys of the company or society before distribution of the balance to the shareholders or, where there are no shareholders, to the incorporators.
Marginal note: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.
Marginal note: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.
Marginal note: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).
PART VCapital Structure
Marginal note:Power to issue shares
63 (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.
(2) and (3) [Repealed, 1997, c. 15, s. 180]
(4) Shares of a company shall be in registered form and shall be without nominal or par value.
Marginal note:Shares of former-Act company
(5) Shares with nominal or par value of a former-Act company are deemed to be shares without nominal or par value.
Marginal note:Shares of continued company
(6) 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.
Marginal note:Deemed share conditions
(7) 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.
- 1991, c. 47, s. 63
- 1997, c. 15, s. 180
Marginal note:Common shares
64 (1) A company, other than a mutual 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, or policyholders, 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 that pertains to shareholders.
Marginal note: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. 124]
Marginal note: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.
- 1991, c. 47, s. 64
- 2012, c. 5, s. 124
Marginal note:Classes of shares
Marginal note: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 and policyholders at the next meeting of shareholders and policyholders.
Marginal note: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 and policyholders at the meeting referred to in subsection (2).
- 1991, c. 47, s. 65
- 1997, c. 15, s. 181
- 2001, c. 9, s. 367
Marginal note:Shares issued in series
Marginal note: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.
Marginal note: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.
Marginal note: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.
Marginal note: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. 47, s. 66
- 2005, c. 54, s. 220
- 2007, c. 6, s. 195(E)
Marginal note:One share, one vote
67 Where voting rights are attached to a share of a company, the voting rights may confer only one vote in respect of that share.
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