Trust and Loan Companies Act

Marginal note:Directors’ liability

• 212 (1) The directors of a company who vote for or consent to a resolution of the directors authorizing the issue of a share contrary to subsection 68(1) or the issue of subordinated indebtedness contrary to section 83 for a consideration other than money are jointly and severally liable to the company to make good any amount by which the consideration received is less than the fair equivalent of the money that the company would have received if the share or subordinated indebtedness had been issued for money on the date of the resolution.

• Marginal note:Further liabilities

  (2) The directors of a company who vote for or consent to a resolution of the directors authorizing

  • (a) a redemption or purchase of shares contrary to section 74,

  • (b) a reduction of capital contrary to section 78,

  • (c) a payment of a dividend contrary to section 82,

  • (d) a payment of an indemnity contrary to section 217, or

  • (e) any transaction contrary to Part XI

  are jointly and severally liable to restore to the company any amounts so distributed or paid and not otherwise recovered by the company and any amounts in relation to any loss suffered by the company.