An Act to amend certain Acts in relation to financial institutions (S.C. 2005, c. 54)
Full Document:
Assented to 2005-11-25
Marginal note:1997, c. 15, s. 182
221. Subsection 70(2.1) of the Act is replaced by the following:
Marginal note:Exception
(2.1) Despite subsection (2), a company may, subject to subsection (2.2), record in the stated capital account maintained for the shares of a class or series any part of the consideration it receives in an exchange if it issues shares
(a) in exchange for
(i) property of a person who immediately before the exchange did not deal with the company at arm’s length within the meaning of that expression in the Income Tax Act,
(ii) shares of or another interest in a body corporate that immediately before the exchange or because of it did not deal with the company at arm’s length within the meaning of that expression in the Income Tax Act, or
(iii) property of a person who immediately before the exchange dealt with the company at arm’s length within the meaning of that expression in the Income Tax Act if the person, the company and all of the holders of shares in the class or series of shares so issued consent to the exchange;
(b) under an agreement referred to in subsection 246(1); or
(c) to shareholders of an amalgamating body corporate who receive the shares in addition to or instead of securities of the amalgamated company.
222. Subsection 76(1) of the French version of the Act is replaced by the following:
Marginal note:Exception — représentant personnel
76. (1) La société — ainsi que ses filiales si elle le leur permet — peut, en qualité de représentant personnel, mais à condition de ne pas en avoir la propriété effective, détenir soit des actions de la société ou d’une personne morale qui la contrôle, soit des titres de participation d’une entité non constituée en personne morale qui la contrôle.
223. The Act is amended by adding the following after section 76:
Marginal note:Exception — conditions before acquisition
76.01 (1) A company may permit its subsidiary to acquire shares of the company, shares of an entity that controls the company or any ownership interests of any unincorporated entity that controls the company if before the subsidiary acquires them the conditions prescribed for the purposes of this subsection are met.
Marginal note:Conditions after acquisition
(2) After a subsidiary has acquired shares or ownership interests in accordance with subsection (1), the conditions prescribed for the purposes of this subsection are to be met.
Marginal note:Non-compliance with conditions
(3) Despite section 16 and subsection 70(2), the issue and acquisition of the shares or ownership interests are subject to the prescribed requirements if
(a) the company permits the subsidiary to acquire the shares or ownership interests; and
(b) either
(i) a condition prescribed for the purposes of subsection (1) was not met, or
(ii) a condition prescribed for the purposes of subsection (2) was not met or ceased to be met.
224. Section 90 of the Act is replaced by the following:
Marginal note:Signatures
90. (1) A security certificate shall be signed by or bear the printed or otherwise mechanically reproduced signature of at least one of the following:
(a) a director or officer of the company;
(b) a registrar or transfer agent of the company or a branch transfer agent or a natural person on their behalf; or
(c) a trustee who certifies it in accordance with a trust indenture.
Marginal note:Continuation of validity of signature
(2) If a security certificate contains a person’s printed or mechanically reproduced signature, the company may issue the security certificate even if the person has ceased to be a director or officer of the company. The security certificate is as valid as if the person were a director or officer at the date of its issue.
Marginal note:1996, c. 6, s. 71.1
225. Section 92 of the Act is replaced by the following:
Marginal note:Restrictions and charges
92. (1) No charge in favour of a company and no restriction on transfer, other than a constraint under Part VII other than section 427, is effective against a transferee of a security issued by the company if the transferee has no actual knowledge of the charge or restriction unless it or a reference to it is noted conspicuously on the security certificate.
Marginal note:No restriction
(2) If any of the issued shares of a distributing company remain outstanding and are held by more than one person, the company may not restrict the transfer or ownership of its shares except by way of a constraint under Part VII.
Marginal note:Continuance
(3) If a body corporate that is continued as a company under this Act has outstanding security certificates and the words “private company” or “private corporation” appear on the certificates, those words are deemed to be a notice of a charge or restriction for the purposes of subsection (1).
226. Paragraph 97(2)(b) of the English version of the Act is replaced by the following:
(b) the personal representative of a registered security holder who is a minor, an incompetent person or a missing person; or
227. Section 98 of the English version of the Act is replaced by the following:
Marginal note:Minors
98. If a minor exercises any rights of ownership in the securities of a company, no subsequent repudiation or avoidance is effective against the company.
228. Section 140 of the Act is renumbered as subsection 140(1) and is amended by adding the following:
Marginal note:Participation by electronic means
(2) Unless the by-laws provide otherwise, any person who is entitled to attend a meeting of shareholders or policyholders may participate in the meeting by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting if the company makes one available. A person who is participating in a meeting by one of those means is deemed for the purposes of this Act to be present at the meeting.
Marginal note:Regulations
(3) The Governor in Council may make regulations respecting the manner of and conditions for participating in a meeting by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting.
229. Section 141 of the Act is renumbered as subsection 141(1) and is amended by adding the following:
Marginal note:Order to delay calling annual meeting
(2) Despite subsection (1), the company may apply to the court for an order extending the time for calling an annual meeting.
Marginal note:Obligation to notify Superintendent
(3) The company shall give notice of the application to the Superintendent before any hearing concerning the application and shall provide the Superintendent with a copy of any order that is issued.
Marginal note:Superintendent’s right to appear
(4) The Superintendent is entitled to appear and be heard in person or by counsel at any hearing concerning the application.
Marginal note:1997, c. 15, s. 186; 1999, c. 1, s. 1
230. Section 142 of the Act is replaced by the following:
Marginal note:Authority to fix record date
142. (1) The directors may in advance fix a record date, that is within the prescribed period, for the determination of
(a) shareholders who are entitled to receive payment of a dividend;
(b) shareholders or policyholders who are entitled to participate in a liquidation distribution;
(c) shareholders
(i) who are entitled to receive notice of a meeting of shareholders or a meeting of shareholders and policyholders,
(ii) who are entitled to vote at a meeting of shareholders or at a meeting of shareholders and policyholders, or
(iii) for any other purpose;
(d) policyholders who are entitled to
(i) receive notice of a meeting of policyholders or a meeting of shareholders and policyholders, or
(ii) vote at a meeting of policyholders or at a meeting of shareholders and policyholders; or
(e) policyholders for any other purpose except
(i) the right to receive payment of a policy dividend or bonus,
(ii) any purpose where the determination of policyholders is governed by contract, and
(iii) the right to receive benefits in respect of the conversion of a mutual company into a company with common shares.
Marginal note:Determination of record date — shareholders
(2) If no record date is fixed,
(a) the record date for the determination of shareholders who are entitled to receive notice of a meeting of shareholders or a meeting of shareholders and policyholders is
(i) at the close of business on the day immediately preceding the day on which the notice is given, or
(ii) if no notice is given, the day on which the meeting is held; and
(b) the record date for the determination of shareholders for any other purpose, other than to establish a shareholder’s right to vote, is at the close of business on the day on which the directors pass a resolution in respect of that purpose.
Marginal note:Determination of record date — policyholders
(3) If no record date is fixed,
(a) the record date for the determination of policyholders who are entitled to receive notice of a meeting of policyholders or a meeting of shareholders and policyholders is
(i) at the close of business on the day immediately preceding the day on which the notice is given, or
(ii) if no notice is given, the day on which the meeting is held;
(b) the record date for the determination of policyholders entitled to vote at a meeting is the day on which the meeting is held; and
(c) the record date for the determination of policyholders for any other purpose is at the close of business on the day on which the directors pass a resolution in respect of that purpose.
Marginal note:Notice of record date — shareholders
(4) If a record date is fixed and unless notice of the record date is waived in writing by every holder of a share of the class or series affected whose name is set out in the securities register at the close of business on the day on which the directors fix the record date, notice of the record date shall be given within the prescribed period by
(a) advertisement in a newspaper in general circulation in the place where the company’s head office is situated and in each place in Canada where the company has a transfer agent or where a transfer of its shares may be recorded; and
(b) written notice to each stock exchange in Canada on which the company’s shares are listed for trading.
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