Bill C-5
If you have any questions or comments regarding the accessibility of this publication, please contact us at accessible@parl.gc.ca.
|
PART 16 |
|
|
FUNDAMENTAL CHANGES |
|
Definition of
``common
share''
|
284. For the purposes of this Part,
``common share'' means a share in a body
corporate, the rights of the holders of which
are equal in all respects, including equal rights
to
|
|
|
|
|
|
|
|
Continuance
|
285. (1) A body corporate incorporated or
continued otherwise than under this Act may,
if so authorized by its governing legislation,
apply to the Director for a certificate of
continuance under this Act if the body
corporate
|
|
|
|
|
|
|
|
|
|
|
Continuance
for the
purpose of
amalgamation
|
(2) A body corporate incorporated or
continued otherwise than under this Act may,
if so authorized by its governing legislation,
apply to the Director for a certificate of
continuance and a certificate of amalgamation
under this Act if the body corporate
|
|
|
|
|
|
|
|
|
|
|
Amendments
in articles of
continuance
|
(3) A body corporate that applies for
continuance under subsection (1) or (2) may,
without so stating in its articles of
continuance, effect by those articles any
amendment to its constating documents if the
amendment is one that a cooperative
incorporated under this Act may make to its
articles.
|
|
Articles of
continuance
|
(4) If a body corporate wishes to apply for
continuance under subsection (1), articles of
continuance in the form that the Director fixes
must be sent to the Director, together with any
information that the Director may require and
a declaration of the directors
|
|
|
|
|
|
|
|
|
|
|
Articles of
continuance
and articles of
amalgamation
|
(5) If a body corporate wishes to apply for
continuance under subsection (2), articles of
continuance - and articles of
amalgamation - in the form that the Director
fixes must be sent to the Director, together
with an amalgamation agreement containing
the particulars set out in section 296, any
information that the Director may require and
a declaration of the directors
|
|
|
|
|
|
|
|
|
|
|
Certificate of
continuance
|
(6) The Director must issue
|
|
|
|
|
|
|
|
Reliance
|
(7) For the purpose of subsection (6), the
Director may rely on the articles and the
declarations.
|
|
Effect of
certificate
|
(8) On the date shown in the certificate of
continuance,
|
|
|
|
|
|
|
|
|
|
|
Copy of
certificate
|
(9) The Director must send, without delay
after the certificate of continuance is issued, a
copy of that certificate to the appropriate
official or public body charged with the
administration of the legislation under which
continuance under this Act was authorized.
|
|
Rights
preserved
|
(10) When a body corporate is continued as
a cooperative under this Act,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Membership
shares
|
(11) When a body corporate is continued as
a cooperative under this Act,
|
|
|
|
|
|
|
|
|
|
|
Issued shares
|
(12) Subject to section 182,
|
|
|
|
|
|
|
|
|
|
|
Conversion
privilege
|
(13) If a cooperative continued under this
Act had, before it was so continued, issued a
share certificate in registered form that is
convertible to bearer form, the cooperative
may, if a holder of such a share certificate
exercises the conversion privilege attached to
the certificate, issue a share certificate in
bearer form for the same number of shares to
the holder.
|
|
Definition of
``share''
|
(14) For the purposes of subsections (12)
and (13), ``share'' includes a document
referred to in any of subsections 142(1) to (3),
a share warrant within the meaning of the
Canada Corporations Act, chapter C-32 of the
Revised Statutes of Canada, 1970, or a like
instrument.
|
|
Continuance
- other
federal acts
|
286. (1) A cooperative, other than one to
which Part 20 or 21 applies, with membership
share capital may, on special resolution of the
members and, if the cooperative has issued
investment shares, on a separate special
resolution of the shareholders of each class,
apply for continuance under the Canada
Business Corporations Act, the Bank Act, the
Insurance Companies Act, the Trust and Loan
Companies Act or the Cooperative Credit
Associations Act. On the date specified in the
document evidencing the continuance, that
Act applies and this Act ceases to apply to the
body corporate continued under that Act.
|
|
Result of
continuance
|
(2) On a continuance under subsection (1),
the membership shares of a cooperative are
deemed to be common shares without a par
value.
|
|
Withdrawal of
application
|
(3) If a special resolution authorizing the
application for continuance referred to in
subsection (1) so states, the directors may,
without further approval of the members or
shareholders, withdraw the application before
it is acted on.
|
|
Certificate of
discontinuanc
e
|
(4) On receipt of a notice satisfactory to the
Director that the cooperative has been
continued under this section, the Director
must file the notice and issue a certificate of
discontinuance in the form that the Director
fixes.
|
|
Date of
discontinuanc
e
|
(5) This Act ceases to apply to the
cooperative on the date shown in the
certificate of discontinuance.
|
|
Export
|
287. (1) Subject to subsection (6) and Parts
20 and 21, a cooperative, on a special
resolution of the members and, if the
cooperative has issued investment shares, on
a separate special resolution of the
shareholders of each class, may, if it
establishes to the satisfaction of the Director
by a declaration of the directors that its
proposed continuance in another jurisdiction
would not have an effect set out in any of
paragraphs (a) to (d), apply to the appropriate
official or public body of another jurisdiction
requesting that the cooperative be continued
as if it had been incorporated under the laws of
that other jurisdiction, namely, that the
continuance would not
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notice of
meeting
|
(2) A notice of a meeting of the cooperative
to authorize a continuance under this section
must be sent to each member and shareholder
and state that a dissenting member or
shareholder is entitled to the benefit of section
302, but failure to make that statement does
not invalidate a discontinuance under this Act.
|
|
Abandonment
of application
|
(3) The directors may, if authorized by the
special resolution at the time of approving an
application for continuance under this section,
abandon the application without further
approval of the members or shareholders.
|
|
Certificate of
discontinuanc
e
|
(4) On receipt of a notice satisfactory to the
Director that the cooperative has been
continued under the laws of another
jurisdiction, the Director must file the notice
and issue a certificate of discontinuance in the
form that the Director fixes.
|
|
Date of
discontinuanc
e
|
(5) This Act ceases to apply to the
cooperative on the date shown in the
certificate of discontinuance.
|
|
Requirements
for
continuance
|
(6) A cooperative may not be continued as
a body corporate under the laws of another
jurisdiction unless those laws provide that
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders
right to vote
|
288. Each investment share carries the right
to vote on a continuance under section 286 or
287, whether or not it otherwise carries the
right to vote.
|
|
Amendment
of articles
|
289. (1) Subject to subsections (3) and
130(2) and sections 134, 290 and 291, the
articles of a cooperative may be amended by
a special resolution to
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Termination
|
(2) The directors may, if authorized by the
special resolution effecting an amendment
under this section, revoke the resolution
before it is acted on without further approval
of the members or shareholders.
|
|