PART IIIIncorporation, Continuance and Discontinuance (continued)
Formalities of Incorporation (continued)
Marginal note:Application for incorporation
25 (1) An application for letters patent to incorporate a company or society setting out the names of the first directors of the company or society shall be filed with the Superintendent, together with such other information, material and evidence as the Superintendent may require.
Marginal note:Publishing notice of intent
(2) Before filing an application referred to in subsection (1), the applicant or one of the applicants, as the case may be, shall, at least once a week for a period of four consecutive weeks, publish, in a form satisfactory to the Superintendent, a notice of intention to make the application in the Canada Gazette and in a newspaper in general circulation at or near the place where the head office of the company or society is to be situated.
Marginal note:Objections to incorporation
26 (1) Any person who objects to the proposed incorporation of a company or society may, within thirty days after the date of the last publication under subsection 25(2) in respect of the proposed company or society, submit the objection in writing to the Superintendent.
Marginal note:Minister to be informed
(2) On receipt of an objection under subsection (1), the Superintendent shall inform the Minister of the objection.
Marginal note:Inquiry into objection and report
(3) On receipt of an objection under subsection (1), and if the application for the issuance of the letters patent to which the objection relates has been received, the Superintendent shall, if satisfied that it is necessary and in the public interest to do so, hold or cause to be held a public inquiry into the objection as it relates to the application and, on completion of the inquiry, the Superintendent shall report the findings of the inquiry to the Minister.
Marginal note:Report to be made available
(4) Within thirty days after receiving a report under subsection (3), the Minister shall make the report available to the public.
Marginal note:Rules governing proceedings
(5) Subject to the approval of the Governor in Council, the Superintendent may make rules governing the proceedings at public inquiries held under this section.
Marginal note:Matters for consideration
27 Before issuing letters patent to incorporate a company or society, the Minister shall take into account all matters that the Minister considers relevant to the application, including
(a) the nature and sufficiency of the financial resources of the applicant or applicants as a source of continuing financial support for the company or society;
(b) the soundness and feasibility of the plans of the applicant or applicants for the future conduct and development of the business of the company or society;
(c) the business record and experience of the applicant or applicants;
(d) the character and integrity of the applicant or applicants or, if the applicant or any of the applicants is a body corporate, its reputation for being operated in a manner that is consistent with the standards of good character and integrity;
(e) whether the company or society will be operated responsibly by persons with the competence and experience suitable for involvement in the operation of a financial institution;
(f) the impact of any integration of the operations and businesses of the applicant or applicants with those of the company or society on the conduct of those operations and businesses; and
(g) the best interests of the financial system in Canada.
- 1991, c. 47, s. 27
- 2001, c. 9, s. 355
Marginal note:Contents of letters patent
(a) the name of the company or society;
(b) the province in which the head office of the company or society is to be situated;
(c) the date that the company or society came, or is to come, into existence; and
(d) in the case of letters patent incorporating a company, whether the company is to be a mutual company.
Marginal note:Fraternal benefit societies
(2) In addition to the information required to be included under subsection (1), there shall be set out in the letters patent of a society
Marginal note:Provisions in letters patent
(3) The Minister may set out in the letters patent incorporating a company or society any provision not contrary to this Act that the Minister considers advisable in order to take into account the particular circumstances of the proposed company or society.
Marginal note:Terms and conditions
(4) The Minister may impose such terms and conditions in respect of the issuance of letters patent incorporating a company or society as the Minister considers necessary or appropriate.
- 1991, c. 47, s. 28
- 2005, c. 54, s. 219
Marginal note:Letters patent of incorporation on application of converted companies
28.1 (1) If the Minister, under section 22, issues letters patent incorporating a company on the application of a converted company in respect of which subsection 407(4) or (11) applies or applied at any time, the Minister may include in the letters patent of incorporation of the company a provision deeming shares of the company to be issued, on a share for share basis, to all shareholders of the converted company in exchange for all the issued and outstanding shares of the converted company.
Marginal note:Effect of provision
(2) Shares of a company deemed to be issued under subsection (1) are subject to the same designation, rights, privileges and restrictions or conditions and, subject to any agreement to the contrary, to the same charges, encumbrances and other restrictions as the shares of the converted company for which they are exchanged and the shares of the converted company, on the issuance of the letters patent, become the property of the company free and clear of any charge, encumbrance or other restriction.
Marginal note:Effect of provision
(3) An exchange of shares of a converted company referred to in subsection (1) under a provision included in the letters patent incorporating a company does not deprive a person who was a holder of shares of the converted company immediately before the exchange of any right or privilege with respect to the shares or relieve the person of any liability in respect of the shares, but that right or privilege must be exercised in accordance with this Act.
Marginal note:Transfer and voting of company shares
(4) Despite subsection (3), no share of a company that is deemed to be issued under a provision included in the letters patent incorporating a company may subsequently be transferred or voted contrary to this Act.
Marginal note:Shareholder and policyholder approval
(5) No provision described in subsection (1) may be included in letters patent issued under section 22 unless the application for the letters patent is accompanied by evidence that the request for the provision was approved by a special resolution of the shareholders and policyholders of the converted company who are entitled to vote at a meeting of shareholders and policyholders called to consider the application.
Marginal note:Exchange of share certificates
(6) If, under a provision included in the letters patent incorporating a company, a share exchange is deemed to have taken place, the company shall, within ninety days after the issuance of the letters patent, make provision for the issue of share certificates representing shares of the company and for the exchange of those certificates for share certificates representing the shares of the converted company that were outstanding on the day the letters patent were issued.
- 2001, c. 9, s. 356
Marginal note:Proposal involving fundamental change
28.2 (1) On application, made in accordance with the regulations, by a converted company in respect of which subsection 407(4) or (11) applies or applied at any time to give effect to a proposal to incorporate a company as the holding body corporate of the converted company, to continue a body corporate as a company that is the holding body corporate of the converted company or to amalgamate two or more bodies corporate and continue those bodies corporate as a company that is the holding body corporate of the converted company — and to make any other fundamental change to the converted company, including an exchange of any or all of the shares of the converted company for shares of the company —, the Minister may, to give effect to the proposal,
(2) The Governor in Council may make regulations
(a) respecting applications referred to in subsection (1), including their form and the information to be contained in them, and authorizing the Superintendent to require additional information in respect of such applications;
(b) respecting proposals to which subsection (1) applies, including the information to be contained in the proposals and the times within which the transactions involved in them must occur;
(c) respecting the procedures to be followed by a converted company that makes an application under subsection (1);
(d) respecting the approval, confirmation or authorization, if any, of all or any portion of proposals to which subsection (1) applies, including the approval of shareholders and policyholders and including the terms and conditions of those approvals, confirmations or authorizations and their effect; and
(e) specifying provisions of the Act for the purpose of paragraph (1)(b).
- 2001, c. 9, s. 356
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