Canada Corporations Act (R.S.C. 1970, c. C-32)

Marginal note:Provisions directory only

4. The provisions of this Part relating to matters preliminary to the issue of the letters patent or supplementary letters patent are directory only, and no letters patent or supplementary letters patent issued under this Part shall be held void or voidable on account of any irregularity or insufficiency in respect of any matter preliminary to the issue of the letters patent or supplementary letters patent.

5. [Repealed, 2009, c. 23, s. 313]

5.1 [Repealed, 2009, c. 23, s. 313]

5.2 [Repealed, 2009, c. 23, s. 313]

5.3 [Repealed, 2009, c. 23, s. 313]

5.4 [Repealed, 2009, c. 23, s. 313]

5.5 [Repealed, 2009, c. 23, s. 313]

Marginal note:Grounds for winding-up company

• 5.6 (1) Where a company

  • (a) carries on a business that is not within the scope of the objects set forth in its letters patent or supplementary letters patent,

  • (b) exercises or professes to exercise any powers that are not truly ancillary or reasonably incidental to the objects set forth in its letters patent or supplementary letters patent,

  • (c) exercises or professes to exercise any powers expressly excluded by its letters patent or supplementary letters patent,

  the company is liable to be wound up and dissolved under the Winding-up Act upon the application of the Attorney General of Canada to a court of competent jurisdiction for an order that the company be wound up under the Act, which application may be made upon receipt by the Attorney General of Canada of a certificate of the Minister setting forth his opinion that any of the circumstances described in paragraphs (a) to (c) apply to that company.

• Marginal note:Costs of winding-up

  (2) In any application to the court under subsection (1) the court shall determine whether the costs of the winding-up shall be borne by the company or personally by any or all of the directors of the company who participated or acquiesced in the carrying on of any business or the exercise or the professing of the exercise of any powers described in subsection (1).