1994, c. 24, par. 34(1)(l)(F)	170. (1) Section 32 of the French version of the Act is replaced by the following:
Personnes morales fédérales	32. (1) Les personnes morales constituées aux termes de la Loi canadienne sur les sociétés par actions ou d'une autre loi fédérale peuvent demander au ministre des lettres patentes les prorogeant comme sociétés sous le régime de la présente loi.
Autres personnes morales	(2) Les personnes morales non constituées sous le régime d'une loi fédérale peuvent, si les règles de droit en vigueur sur le territoire de leur constitution les y autorisent, demander au ministre des lettres patentes les prorogeant comme sociétés sous le régime de la présente loi.
	(2) Section 32 of the Act is amended by adding the following after subsection (2):
Fraternal benefit societies	(3) A fraternal benefit society incorporated otherwise than by or under an Act of Parliament may, if so authorized by the laws of the jurisdiction where it is incorporated, apply to the Minister for letters patent continuing the fraternal benefit society as a society.
	171. (1) Subsection 33(1) of the Act is replaced by the following:
Application for continuance	33. (1) Where a body corporate applies for letters patent under subsection 32(1), (2) or (3) , sections 23 to 27 apply in respect of the application, with such modifications as the circumstances require.
	(2) Subsection 33(2) of the English version of the Act is replaced by the following:
Special resolution approval	(2) Where a body corporate applies for letters patent under subsection 32(1), (2) or (3) , the application must be duly authorized by a special resolution.
	172. (1) Subsection 34(1) of the French version of the Act is replaced by the following:
Pouvoir de délivrance	34. (1) Le ministre peut, sous réserve des autres dispositions de la présente partie, délivrer des lettres patentes prorogeant comme société sous le régime de la présente loi la personne morale qui lui en fait la demande aux termes des paragraphes 32(1) ou (2) .
	(2) Subsection 34(2) of the Act is replaced by the following:
Power to issue letters patent to fraternal benefit society	(2) On the application of a fraternal benefit society under subsection 32(3), the Minister may, subject to this Part, issue letters patent continuing the fraternal benefit society as a society.
Issue of letters patent	(3) Section 28 applies in respect of the issue of letters patent under subsection (1) or (2) , with such modifications as the circumstances require.
	173. Section 35 of the Act is renumbered as subsection 35(1) and is amended by adding the following:
Effect of letters patent - society	(2) On the day set out in the letters patent continuing a fraternal benefit society as a society under subsection 34(2),
	(a) the fraternal benefit society becomes a society as if it had been incorporated under this Act; and
	(b) the letters patent are deemed to be the incorporating instrument of the continued society.
	174. Section 36 of the English version of the Act is replaced by the following:
Copy of letters patent	36. (1) Where a body corporate is continued as a company or society under this Part, the Superintendent shall without delay send a copy of the letters patent to the appropriate official or public body in the jurisdiction in which the body corporate was authorized to apply to be continued under this Act.
Notice of issuance of letters patent	(2) The Superintendent shall publish in the Canada Gazette a notice of the issuance of letters patent continuing a body corporate as a company or society under this Act.
	175. (1) The portion of section 37 of the Act before paragraph (c) is replaced by the following:
Effects of continuance	37. Where a body corporate is continued as a company or society under this Part,
	(a) the property of the body corporate continues to be the property of the company or society ;
	(b) the company or society continues to be liable for the obligations of the body corporate;
	(2) Paragraphs 37(d) and (e) of the Act are replaced by the following:
	(d) a civil, criminal or administrative action or proceeding pending by or against the body corporate may continue to be prosecuted by or against the company or society ;
	(e) a conviction against, or any ruling, order or judgment in favour of or against the body corporate may be enforced by or against the company or society ;
	(3) Paragraph 37(f) of the English version of the Act is replaced by the following:
	(f) a person who, on the day the body corporate becomes a company or society, is the holder of a security issued by the body corporate is not deprived of any right or privilege available to the person at that time in respect of the security or relieved of any liability in respect of it , but any such right or privilege may be exercised only in accordance with this Act; and
	(4) Paragraph 37(g) of the Act is replaced by the following:
	(g) the by-laws of the body corporate, except those that are in conflict with this Act, continue as the by-laws of the company or society .
	176. (1) The portion of subsection 38(1) of the Act before paragraph (b) is replaced by the following:
Transitional	38. (1) Notwithstanding any other provision of this Act or the regulations, the Minister may, on the recommendation of the Superintendent , by order, grant to a company or society in respect of which letters patent were issued under subsection 34(1) or (2) permission to
	(a) engage in a business activity specified in the order that the company or society would not otherwise be permitted by this Act to engage in and that the body corporate continued as the company or society was engaging in at the time the application for the letters patent was made;
	(2) Paragraphs 38(1)(d) and (e) of the Act are replaced by the following:
	(d) hold assets that the company or society would not otherwise be permitted by this Act to hold, if the assets were held by the body corporate continued as the company or society at the time the application for the letters patent was made;
	(e) acquire and hold assets that the company or society would not otherwise be permitted by this Act to acquire or hold, if the body corporate continued as the company or society was obliged, at the time the application for the letters patent was made, to acquire those assets; and
	(3) The portion of subsection 38(2) of the French version of the Act before paragraph (a) is replaced by the following:
Durée des exceptions	(2) L'arrêté précise la période de validité de l'autorisation, qui ne peut excéder :
	(4) Subsections 38(3) and (4) of the Act are replaced by the following:
Renewal	(3) Subject to subsection (4), the Minister may, on the recommendation of the Superintendent , by order, renew a permission granted by order under subsection (1) with respect to any matter described in paragraphs (1)(b) to (e) for such further period or periods as the Minister considers necessary.
Limitation	(4) The Minister shall not grant to a company or society any permission
	(a) with respect to matters described in paragraph (1)(b), that purports to be effective more than ten years after the date of the approval for the company or society to commence and carry on business, unless the Minister is satisfied on the basis of evidence on oath provided by an officer of the company or society that the company or society will not be able at law to redeem at the end of the ten years the outstanding debt obligations to which the permission relates; and
	(b) with respect to matters described in paragraphs (1)(d) and (e), that purports to be effective more than ten years after the date of the approval for the company or society to commence and carry on business.
1996, c. 6, s. 67	177. (1) The portion of paragraph 42(1)(c) of the Act before subparagraph (i) is replaced by the following:
	(c) that is the same as or, in the opinion of the Superintendent, substantially the same as or confusingly similar to, any existing
1996, c. 6, s. 67	(2) Paragraph 42(1)(d) of the Act is replaced by the following:
	(d) that is the same as or, in the opinion of the Superintendent, substantially the same as or confusingly similar to, the known name under or by which any entity carries on business or is identified; or
	178. Subsections 52(3) to (5) of the Act are replaced by the following:
Continued company or society	(3) Except in respect of a body corporate that is continued as a company or society under this Act for the purposes of amalgamating without delay with one or more bodies corporate and continuing as a company or society under this Act, where letters patent continuing a body corporate as a company or society under this Act are issued, the Superintendent shall make an order approving the commencement and carrying on of business by the company or society .
Amalgamated company or society	(4) Where letters patent amalgamating and continuing two or more bodies corporate as a company or society under this Act are issued, the Superintendent shall make an order approving the commencement and carrying on of business by the company or society .
Subsection 53(2) and section 57 do not apply	(5) For greater certainty, subsection 53(2) and section 57 do not apply in respect of a company or society referred to in subsections (3) and (4).
	179. Subsection 57(2) of the Act is replaced by the following:
Restrictions re societies	(2) No order approving the commencement and carrying on of business of a society shall be made if the society operates for profit or as a commercial or business enterprise or the property or funds of the society are under the control of persons not periodically elected by members of the society.
	180. Subsections 63(2) and (3) of the Act are repealed.
	181. The portion of subsection 65(1) of the Act before paragraph (a) is replaced by the following:
Classes of shares	65. (1) The by-laws of a company may provide for one or more classes of shares and, if they so provide, shall set out
	182. Section 70 of the Act is amended by adding the following after subsection (2):
Exception	(2.1) Notwithstanding subsection (2), a company may record in the appropriate stated capital account part of the amount of any consideration it receives for shares it issues
	(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 the Income Tax Act, or
	(ii) shares of a body corporate that immediately before the exchange, or because of the exchange, did not deal with the company at arm's length within the meaning of the Income Tax Act; or
	(b) under an agreement referred to in subsection 246(1) to shareholders of an amalgamating body corporate who receive the shares in addition to or instead of securities of the amalgamated company.
Limit on addition to a stated capital account	(2.2) On the issuance of a share, a company shall not add to the stated capital account in respect of the share an amount greater than the amount of the consideration it receives for the share.
Constraint on addition to a stated capital account	(2.3) Where a company that has issued any outstanding shares of more than one class or series proposes to add to a stated capital account that it maintains in respect of a class or series of shares an amount that was not received by the company as consideration for the issue of shares, the addition must be approved by special resolution unless all the issued and outstanding shares are of not more than two classes of convertible shares referred to in subsection 81(4).
	183. The Act is amended by adding the following after section 76:
Holding in market- indexed segregated fund	76.1 A company may, with the Superintendent's approval, hold shares of the company or shares or ownership interests of an entity that controls the company, where
	(a) the shares or ownership interests are assets of a fund maintained by the company as required by paragraph 451(b); and
	(b) the assets of the fund reflect the securities upon which a generally recognized market index is based and the weighting of those securities in that index.
	184. Subsections 83(5) to (8) of the Act are repealed.
	185. The Act is amended by adding the following after section 83: