Trust and Loan Companies Act

Marginal note:Reduction of capital

• 78 (1) The stated capital of a company may be reduced by special resolution.

• Marginal note:Limitation

  (2) A company shall not reduce its stated capital by special resolution if there are reasonable grounds for believing that the company is, or the reduction would cause the company to be, in contravention of any regulation referred to in subsection 473(1) or (2) or any direction made pursuant to subsection 473(3).

• Marginal note:Contents of special resolution

  (3) A special resolution to reduce the stated capital of a company shall specify the stated capital account or accounts from which the reduction of stated capital effected by the special resolution will be deducted.

• Marginal note:Approval by Superintendent

  (4) A special resolution to reduce the stated capital of a company has no effect until it is approved in writing by the Superintendent.

• Marginal note:Conditions for approval

  (5) No approval to reduce the stated capital of a company may be given by the Superintendent unless application therefor is made within three months after the time of the passing of the special resolution and a copy of the special resolution, together with a notice of intention to apply for approval, has been published in the Canada Gazette.

• Marginal note:Statements to be submitted

  (6) In addition to evidence of the passing of a special resolution to reduce the stated capital of a company and of the publication thereof, statements showing

  • (a) the number of the company’s shares issued and outstanding,

  • (b) the results of the voting by class of shares of the company,

  • (c) the company’s assets and liabilities, and

  • (d) the reason why the company seeks the reduction of capital

  shall be submitted to the Superintendent at the time of the application for approval of the special resolution.