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Projet de loi S-19

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2e session, 36e législature,
48-49 Elizabeth II, 1999-2000

ANNEXE
(article 135)

MODIFICATIONS MATÉRIELLES DE LA VERSION ANGLAISE DE LA LOI CANADIENNE SUR LES SOCIÉTÉS PAR ACTIONS

1. (1) L'alinéa e) de la définition de « associate », au paragraphe 2(1), est remplacé par ce qui suit :

      (e) a relative of that person or of that person's spouse if that relative has the same residence as that person;

(2) L'alinéa c) de la définition de « resident Canadian », au paragraphe 2(1), est remplacé par ce qui suit :

      (c) a permanent resident within the meaning of the Immigration Act and ordinarily resident in Canada, except a permanent resident who has been ordinarily resident in Canada for more than one year after the time at which they first became eligible to apply for Canadian citizenship;

2. Le paragraphe 21(4) est remplacé par ce qui suit :

(4) A person requiring a corporation to furnish a basic list may, by stating in the affidavit referred to in subsection (3) that they require supplemental lists, require the corporation or its agent on payment of a reasonable fee to furnish supplemental lists setting out any changes from the basic list in the names or addresses of the shareholders and the number of shares owned by each shareholder for each business day following the date the basic list is made up to.

Supplemental lists

3. L'article 41 est remplacé par ce qui suit :

41. The directors may authorize the corporation to pay a reasonable commission to any person in consideration of the person's purchasing or agreeing to purchase shares of the corporation from the corporation or from any other person, or procuring or agreeing to procure purchasers for any such shares.

Commission for sale of shares

4. Le paragraphe 46(3) est remplacé par ce qui suit :

(3) Where shares are sold by a corporation under subsection (1), the owner of the shares immediately prior to the sale shall by that sale be divested of their interest in the shares, and the person who, but for the sale, would be the registered owner of the shares or a person who satisfies the corporation that, but for the sale, they could properly be treated as the registered owner or registered holder of the shares under section 51 shall, from the time of the sale, be entitled to receive only the net proceeds of the sale, together with any income earned thereon from the beginning of the month next following the date of the receipt by the corporation of the proceeds of the sale, less any taxes thereon and any costs of administration of a trust fund constituted under subsection 47(1) in relation thereto.

Effect of sale

5. (1) Les définitions de « bona fide purchaser », « broker » et « holder », au paragraphe 48(2), sont respectivement remplacées par ce qui suit :

``bona fide purchaser'' means a purchaser for value in good faith and without notice of any adverse claim who takes delivery of a security in bearer form or order form or of a security in registered form issued or endorsed to the purchaser or endorsed in blank;

``bona fide purchaser''
« acheteur de bonne foi »

``broker'' means a person who is engaged, whether or not exclusively , in the business of buying and selling securities and who, in the transaction concerned, acts for, or buys a security from, or sells a security to a customer;

``broker''
« courtier »

``holder'' means a person in possession of a security issued or endorsed to the person or the bearer or in blank;

``holder''
« détenteur »

(2) Le paragraphe 48(5) est remplacé par ce qui suit :

(5) A debt obligation is in order form where, by its terms, it is payable to the order or assigns of any person therein specified with reasonable certainty or to that person's order.

Order form

(3) Le paragraphe 48(7) est remplacé par ce qui suit :

(7) A guarantor for an issuer is deemed to be an issuer to the extent of the guarantee whether or not the obligation is noted on the security.

Guarantor for issuer

6. (1) Le paragraphe 49(1) est remplacé par ce qui suit :

49. (1) Every security holder is entitled at their option to a security certificate that complies with this Act or a non-transferable written acknowledgment of their right to obtain such a security certificate from a corporation in respect of the securities of that corporation held by them .

Rights of holder

(2) Le paragraphe 49(6) est remplacé par ce qui suit :

(6) If a security certificate contains a printed or mechanically reproduced signature of a person, the corporation may issue the security certificate, notwithstanding that the person has ceased to be a director or an officer of the corporation, and the security certificate is as valid as if the person were a director or an officer at the date of its issue.

Continuation of signature

7. (1) Le passage du paragraphe 51(2) précédant l'alinéa a) est remplacé par ce qui suit :

(2) Notwithstanding subsection (1), a corporation whose articles restrict the right to transfer its securities shall, and any other corporation may, treat a person as a registered security holder entitled to exercise all the rights of the security holder that the person represents, if the person furnishes the corporation with evidence as described in subsection 77(4) that the person is

Constructive registered holder

(2) Le paragraphe 51(3) est remplacé par ce qui suit :

(3) If a person on whom the ownership of a security devolves by operation of law, other than a person described in subsection (2), furnishes proof of the person's authority to exercise rights or privileges in respect of a security of the corporation that is not registered in the person's name, the corporation shall treat the person as entitled to exercise those rights or privileges.

Permissible registered holder

(3) Le passage du paragraphe 51(7) précédant l'alinéa a) est remplacé par ce qui suit :

(7) Subject to any applicable law relating to the collection of taxes, a person referred to in paragraph (2)(a) is entitled to become a registered holder, or to designate a registered holder, if the person deposits with the corporation or its transfer agent

Transmission of securities

8. L'alinéa 52(1)a) est remplacé par ce qui suit :

    (a) if a valid security, similar in all respects to the security involved in the overissue, is reasonably available for purchase, the person entitled to the validation or issue may compel the issuer to purchase and deliver such a security against surrender of the security that the person holds;

9. L'alinéa 53d) est remplacé par ce qui suit :

    (d) if the defendant establishes that a defence or defect exists, the plaintiff has the burden of establishing that the defence or defect is ineffective against the plaintiff or some person under whom the plaintiff claims.

10. L'article 54 est remplacé par ce qui suit :

54. Unless otherwise agreed, and subject to any applicable law, regulation or stock exchange rule, a person required to deliver securities may deliver any security of the specified issue in bearer form or registered in the name of the transferee or endorsed to the transferee or in blank.

Securities fungible

11. Les alinéas 56a) et b) sont remplacés par ce qui suit :

    (a) if the event requires the payment of money or the delivery of securities, or both, on presentation or surrender of the security, and such money or securities are available on the date set for payment or exchange, and the purchaser takes the security more than one year after that date; or

    (b) if the purchaser takes the security more than two years after the date set for presentation or surrender or the date on which such performance became due.

12. L'alinéa 57b) est remplacé par ce qui suit :

    (b) an employee of the issuer or of a person referred to in paragraph (a) who in the ordinary course of their duties handles the security.

13. L'alinéa 58(1)a) est remplacé par ce qui suit :

    (a) any person may complete it by filling in the blanks in accordance with their authority; and

14. Les alinéas 59(1)b) et c) sont remplacés par ce qui suit :

    (b) the person's acts in connection with the issue of the security are within their authority; and

    (c) the person has reasonable grounds for believing that the security is in the form and within the amount the issuer is authorized to issue.

15. Le paragraphe 60(1) est remplacé par ce qui suit :

60. (1) On delivery of a security the purchaser acquires the rights in the security that the transferor had or had authority to convey, except that a purchaser who has been a party to any fraud or illegality affecting the security or who as a prior holder had notice of an adverse claim does not improve their position by taking from a later bona fide purchaser.

Title of purchaser

16. Le paragraphe 61(2) est remplacé par ce qui suit :

(2) Notwithstanding that a purchaser, or any broker for a seller or purchaser, has notice that a security is held for a third person or is registered in the name of or endorsed by a fiduciary, they have no duty to inquire into the rightfulness of the transfer and have no notice of an adverse claim, except that where they know that the consideration is to be used for, or that the transaction is for, the personal benefit of the fiduciary or is otherwise in breach of the fiduciary's duty, the purchaser or broker is deemed to have notice of an adverse claim.

Notice of fiduciary duty

17. (1) Le paragraphe 63(1) est remplacé par ce qui suit :

63. (1) A person who presents a security for registration of transfer or for payment or exchange warrants to the issuer that the person is entitled to the registration, payment or exchange, except that a purchaser for value without notice of an adverse claim who receives a new, reissued or re-registered security on registration of transfer warrants only that the purchaser has no knowledge of any unauthorized signature in a necessary endorsement.

Warranties to issuer

(2) L'alinéa 63(2)c) est remplacé par ce qui suit :

    (c) the person knows of nothing that might impair the validity of the security.

(3) Le paragraphe 63(3) est remplacé par ce qui suit :

(3) Where a security is delivered by an intermediary known by the purchaser to be entrusted with delivery of the security on behalf of another or with collection of a draft or other claim to be collected against such delivery, the intermediary by such delivery warrants only the intermediary's good faith and authority even if the intermediary has purchased or made advances against the draft or other claim to be collected against the delivery.

Warranties of intermediary

(4) Le paragraphe 63(5) est remplacé par ce qui suit :

(5) A broker gives to a customer, to the issuer and to a purchaser, as the case may be, the warranties provided in this section and has the rights and privileges of a purchaser under this section, and those warranties of and in favour of the broker acting as an agent are in addition to warranties given by the customer and warranties given in favour of the customer.

Warranties of broker

18. L'article 64 est remplacé par ce qui suit :

64. When a security in registered form is delivered to a purchaser without a necessary endorsement, the purchaser may become a bona fide purchaser only as of the time the endorsement is supplied, but against the transferor the transfer is complete on delivery and the purchaser has a specifically enforceable right to have any necessary endorsement supplied.

Right to compel endorsement

19. (1) L'alinéa 65(1)b) est remplacé par ce qui suit :

    (b) if a person described in paragraph (a) is described as a fiduciary but is no longer serving in the described capacity, either that person or the person's successor;

(2) L'alinéa 65(1)g) est remplacé par ce qui suit :

    (g) to the extent that a person described in paragraphs (a) to (f) may act through an agent, the authorized agent.

(3) Le paragraphe 65(8) est remplacé par ce qui suit :

(8) Unless otherwise agreed, the endorser assumes no obligation that the security will be honoured by the issuer.

Immunity of endorser

(4) Le paragraphe 65(10) est remplacé par ce qui suit :

(10) Failure of a fiduciary to comply with a controlling instrument or with the law of the jurisdiction governing the fiduciary relationship, including any law requiring the fiduciary to obtain court approval of a transfer, does not render the fiduciary's endorsement unauthorized for the purposes of this Part.

Failure of fiduciary to comply

20. (1) L'alinéa 70(1)a) est remplacé par ce qui suit :

    (a) the purchaser or a person designated by the purchaser acquires possession of a security;

(2) Les alinéas 70(1)c) et d) sont remplacés par ce qui suit :

    (c) the broker of the purchaser sends the purchaser confirmation of the purchase and identifies in a record a specific security as belonging to the purchaser; or

    (d) with respect to an identified security to be delivered while still in the possession of a third person, that person acknowledges holding it for the purchaser.

(3) Le paragraphe 70(2) est remplacé par ce qui suit :

(2) A purchaser is the owner of a security that a broker holds for the purchaser , but is not a holder except in the cases referred to in paragraphs (1)(b) and (c).

Constructive ownership

21. (1) Les alinéas 71(1)a) et b) sont remplacés par ce qui suit :

    (a) the selling customer fulfils their duty to deliver by delivering the security to the selling broker or to a person designated by the selling broker or by causing an acknowledgment to be made to the selling broker that it is held for the selling broker ; and

    (b) the selling broker, including a correspondent broker, acting for a selling customer fulfils their duty to deliver by delivering the security or a like security to the buying broker or to a person designated by the buying broker or by effecting clearance of the sale in accordance with the rules of the exchange on which the transaction took place.

(2) Les paragraphes 71(2) et (3) sont remplacés par ce qui suit :

(2) Subject to this section and unless otherwise agreed, a transferor's duty to deliver a security under a contract of purchase is not fulfilled until the transferor delivers the security in negotiable form to the purchaser or to a person designated by the purchaser, or causes an acknowledgment to be made to the purchaser that the security is held for the purchaser .

Duty to deliver

(3) A sale to a broker purchasing for the broker's own account is subject to subsection (2) and not subsection (1), unless the sale is made on a stock exchange.

Delivery to broker

22. Le paragraphe 72(1) est remplacé par ce qui suit :

72. (1) A person against whom the transfer of a security is wrongful for any reason, including incapacity, may against anyone except a bona fide purchaser reclaim possession of the security or obtain possession of any new security evidencing all or part of the same rights or claim damages.

Right to reclaim possession

23. Le paragraphe 73(1) est remplacé par ce qui suit :

73. (1) Unless otherwise agreed, a transferor shall on demand supply a purchaser with proof of authority to transfer or with any other requisite that is necessary to obtain registration of the transfer of a security, but if the transfer is not for value a transferor need not do so unless the purchaser pays the reasonable and necessary costs of the proof and transfer.

Right to requisites for registration

24. L'article 75 est remplacé par ce qui suit :

75. An agent or bailee who in good faith, including observance of reasonable commercial standards if the agent or bailee is in the business of buying, selling or otherwise dealing with securities of a corporation, has received securities and sold, pledged or delivered them according to the instructions of their principal is not liable for conversion or for participation in breach of fiduciary duty although the principal has no right to dispose of them.

No conversion if good faith delivery by agent

25. (1) Le passage du paragraphe 78(2) précédant l'alinéa a) est remplacé par ce qui suit :

(2) An issuer may discharge a duty of inquiry by any reasonable means, including notifying an adverse claimant by registered mail sent to the address furnished by the claimant or, if no such address has been furnished, to the claimant's residence or regular place of business, that a security has been presented for registration of transfer by a named person, and that the transfer will be registered unless within thirty days from the date of mailing the notice either

Discharge of duty

(2) L'alinéa 78(3)c) est remplacé par ce qui suit :

    (c) an issuer is deemed not to have notice of the contents of any court record or any registered document even if the record or document is in the issuer's possession and even if the transfer is made on the endorsement of a fiduciary to the fiduciary or the fiduciary's nominee.

26. (1) Le paragraphe 80(1) est remplacé par ce qui suit :

80. (1) Where a security has been lost, apparently destroyed or wrongfully taken, and the owner fails to notify the issuer of that fact by giving the issuer written notice of an adverse claim within a reasonable time after discovering the loss, destruction or taking and if the issuer has registered a transfer of the security before receiving such notice, the owner is precluded from asserting against the issuer any claim to a new security.

Notice of lost or stolen security

(2) Le paragraphe 80(4) est remplacé par ce qui suit :

(4) In addition to any rights on an indemnity bond, the issuer may recover a new security issued under subsection (2) from the person to whom it was issued or anyone taking under the person other than a bona fide purchaser.

Right of issuer to recover

27. (1) Le paragraphe 83(1) est remplacé par ce qui suit :

83. (1) No person shall be appointed as trustee if there is a material conflict of interest between their role as trustee and their role in any other capacity.

Conflict of interest

(2) Le passage du paragraphe 83(2) précédant l'alinéa a) est remplacé par ce qui suit :

(2) A trustee shall, within ninety days after becoming aware that a material conflict of interest exists

Eliminating conflict of interest

28. Les alinéas 88a) à c) sont remplacés par ce qui suit :

    (a) declaring that they have read and understand the conditions of the trust indenture described in section 86;

    (b) describing the nature and scope of the examination or investigation on which the certificate, statement or opinion is based; and

    (c) declaring that they have made the examination or investigation that they believe necessary to enable them to make their statements or give their opinions.

29. Le passage de l'article 91 précédant l'alinéa a) est remplacé par ce qui suit :

91. A trustee in exercising their powers and discharging their duties shall

Duty of care

30. Les articles 92 et 93 sont remplacés par ce qui suit :

92. Notwithstanding section 91, a trustee is not liable if they rely in good faith on statements contained in a statutory declaration, certificate, opinion or report that complies with this Act or the trust indenture.

Reliance on statements

93. No term of a trust indenture or of any agreement between a trustee and the holders of debt obligations issued thereunder or between the trustee and the issuer or guarantor shall operate so as to relieve a trustee from the duties imposed on the trustee by section 91.

No exculpation

31. Les articles 94 et 95 sont remplacés par ce qui suit :

94. A receiver of any property of a corporation may, subject to the rights of secured creditors, receive the income from the property and pay the liabilities connected with the property and realize the security interest of those on behalf of whom the receiver is appointed, but, except to the extent permitted by a court, the receiver may not carry on the business of the corporation.

Functions of receiver

95. A receiver of a corporation who is also appointed receiver-manager of the corporation may carry on any business of the corporation to protect the security interest of those on behalf of whom the receiver is appointed.

Functions of receiver-man ager

32. L'alinéa 99b) est remplacé par ce qui suit :

    (b) deal with any property of the corporation in their possession or control in a commercially reasonable manner.

33. (1) L'alinéa 100a) est remplacé par ce qui suit :

    (a) an order appointing, replacing or discharging a receiver or receiver-manager and approving their accounts;

(2) L'alinéa 100d) est remplacé par ce qui suit :

    (d) an order requiring the receiver or receiver-manager, or a person by or on behalf of whom the receiver or receiver-manager is appointed, to make good any default in connection with the receiver's or receiver-manager's custody or management of the property and business of the corporation, or to relieve any such person from any default on such terms as the court thinks fit, and to confirm any act of the receiver or receiver-manager; and

34. L'article 101 est remplacé par ce qui suit :

101. A receiver or receiver-manager shall

Duties of receiver and receiver-man ager

    (a) immediately notify the Director of their appointment and discharge;

    (b) take into their custody and control the property of the corporation in accordance with the court order or instrument under which they are appointed;

    (c) open and maintain a bank account in their name as receiver or receiver-manager of the corporation for the moneys of the corporation coming under their control;

    (d) keep detailed accounts of all transactions carried out as receiver or receiver-manager;

    (e) keep accounts of their administration that shall be available during usual business hours for inspection by the directors of the corporation;

    (f) prepare at least once in every six month period after the date of their appointment financial statements of their administration as far as is practicable in the form required by section 155; and

    (g) on completion of their duties, render a final account of their administration in the form adopted for interim accounts under paragraph (f).

35. Le paragraphe 106(5) est remplacé par ce qui suit :

(5) A director not elected for an expressly stated term ceases to hold office at the close of the first annual meeting of shareholders following the director's election.

No stated terms

36. (1) L'alinéa 107b) est remplacé par ce qui suit :

    (b) each shareholder entitled to vote at an election of directors has the right to cast a number of votes equal to the number of votes attached to the shares held by the shareholder multiplied by the number of directors to be elected, and may cast all of those votes in favour of one candidate or distribute them among the candidates in any manner;

(2) L'alinéa 107d) est remplacé par ce qui suit :

    (d) if a shareholder has voted for more than one candidate without specifying the distribution of votes, the shareholder is deemed to have distributed the votes equally among those candidates;

(3) L'alinéa 107f) est remplacé par ce qui suit :

    (f) each director ceases to hold office at the close of the first annual meeting of shareholders following the director's election;

37. Le paragraphe 108(1) est remplacé par ce qui suit :

108. (1) A director of a corporation ceases to hold office when the director

Ceasing to hold office

    (a) dies or resigns;

    (b) is removed in accordance with section 109; or

    (c) becomes disqualified under subsection 105(1).

38. Le passage du paragraphe 110(2) suivant l'alinéa a) est remplacé par ce qui suit :

    (b) receives a notice or otherwise learns of a meeting of shareholders called for the purpose of removing the director from office, or

    (c) receives a notice or otherwise learns of a meeting of directors or shareholders at which another person is to be appointed or elected to fill the office of director, whether because of the director's resignation or removal or because the director's term of office has expired or is about to expire,

is entitled to submit to the corporation a written statement giving reasons for resigning or for opposing any proposed action or resolution.

39. Le paragraphe 111(5) est remplacé par ce qui suit :

(5) A director appointed or elected to fill a vacancy holds office for the unexpired term of their predecessor.

Unexpired term

40. L'article 116 est remplacé par ce qui suit :

116. An act of a director or officer is valid notwithstanding an irregularity in their election or appointment or a defect in their qualification.

Validity of acts of directors and officers

41. Le paragraphe 118(6) est remplacé par ce qui suit :

(6) A director who proves that the director did not know and could not reasonably have known that the share was issued for a consideration less than the fair equivalent of the money that the corporation would have received if the share had been issued for money is not liable under subsection (1).

No liability

42. (1) Le paragraphe 119(3) est remplacé par ce qui suit :

(3) A director, unless sued for a debt referred to in subsection (1) while a director or within two years after ceasing to be a director, is not liable under this section.

Limitation

(2) Le paragraphe 119(5) est remplacé par ce qui suit :

(5) Where a director pays a debt referred to in subsection (1) that is proved in liquidation and dissolution or bankruptcy proceedings, the director is entitled to any preference that the employee would have been entitled to, and where a judgment has been obtained, the director is entitled to an assignment of the judgment.

Subrogation of director

43. (1) Le passage du paragraphe 122(1) précédant l'alinéa a) est remplacé par ce qui suit :

122. (1) Every director and officer of a corporation in exercising their powers and discharging their duties shall

Duty of care of directors and officers

(2) Le paragraphe 122(3) est remplacé par ce qui suit :

(3) Subject to subsection 146(5), no provision in a contract, the articles, the by-laws or a resolution relieves a director or officer from the duty to act in accordance with this Act or the regulations or relieves them from liability for a breach thereof.

No exculpation

44. (1) Le paragraphe 123(1) est remplacé par ce qui suit :

123. (1) A director who is present at a meeting of directors or committee of directors is deemed to have consented to any resolution passed or action taken at the meeting unless

    (a) the director requests a dissent to be entered in the minutes of the meeting, or the dissent has been entered in the minutes;

    (b) the director sends a written dissent to the secretary of the meeting before the meeting is adjourned; or

    (c) the director sends a dissent by registered mail or delivers it to the registered office of the corporation immediately after the meeting is adjourned.

(2) Le paragraphe 123(3) est remplacé par ce qui suit :

(3) A director who was not present at a meeting at which a resolution was passed or action taken is deemed to have consented thereto unless within seven days after becoming aware of the resolution, the director

Dissent of absent director

    (a) causes a dissent to be placed with the minutes of the meeting; or

    (b) sends a dissent by registered mail or delivers it to the registered office of the corporation.

45. L'alinéa 126(2)c) est remplacé par ce qui suit :

    (c) a person is deemed to beneficially own shares that are beneficially owned by a body corporate controlled directly or indirectly by the person ;

46. L'article 136 est remplacé par ce qui suit :

136. A shareholder or any other person entitled to attend a meeting of shareholders may in any manner waive notice of a meeting of shareholders, and their attendance at a meeting of shareholders is a waiver of notice of the meeting, except where they attend a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.

Waiver of notice

47. Le paragraphe 140(3) est remplacé par ce qui suit :

(3) An individual authorized under subsection (2) may exercise on behalf of the body corporate or association all the powers it could exercise if it were an individual shareholder.

Powers of representa-
tive

48. La définition de « proxy », à l'article 147, est remplacée par ce qui suit :

``proxy'' means a completed and executed form of proxy by means of which a shareholder appoints a proxyholder to attend and act on the shareholder's behalf at a meeting of shareholders;

``proxy''
« procuration »

49. (1) Le paragraphe 148(2) est remplacé par ce qui suit :

(2) A proxy shall be executed by the shareholder or by the shareholder's attorney authorized in writing.

Execution of proxy

(2) Le passage de l'alinéa 148(4)a) précédant le sous-alinéa (i) est remplacé par ce qui suit :

    (a) by depositing an instrument in writing executed by the shareholder or by the shareholder's attorney authorized in writing

50. (1) Le paragraphe 152(2) est remplacé par ce qui suit :

(2) A proxyholder or an alternate proxyholder has the same rights as the shareholder by whom they were appointed to speak at a meeting of shareholders in respect of any matter, to vote by way of ballot at the meeting and, except where a proxyholder or an alternate proxyholder has conflicting instructions from more than one shareholder, to vote at such a meeting in respect of any matter by way of any show of hands.

Right of a proxyholder

(2) L'alinéa 152(3)a) est remplacé par ce qui suit :

    (a) the chairperson may conduct the vote in respect of that matter or group of matters by a show of hands; and

51. Le paragraphe 159(1) est remplacé par ce qui suit :

159. (1) A corporation shall, not less than twenty-one days before each annual meeting of shareholders or before the signing of a resolution under paragraph 142(1)(b) in lieu of the annual meeting, send a copy of the documents referred to in section 155 to each shareholder, except to a shareholder who has informed the corporation in writing that he or she does not want a copy of those documents.

Copies to shareholders

52. (1) Le paragraphe 161(1) est remplacé par ce qui suit :

161. (1) Subject to subsection (5), a person is disqualified from being an auditor of a corporation if the person is not independent of the corporation, any of its affiliates, or the directors or officers of any such corporation or its affiliates.

Qualification of auditor

(2) Le paragraphe 161(3) est remplacé par ce qui suit :

(3) An auditor who becomes disqualified under this section shall, subject to subsection (5), resign forthwith after becoming aware of the disqualification.

Duty to resign

53. Le paragraphe 164(1) est remplacé par ce qui suit :

164. (1) An auditor of a corporation ceases to hold office when the auditor

Ceasing to hold office

    (a) dies or resigns; or

    (b) is removed pursuant to section 165.

54. Le paragraphe 166(4) est remplacé par ce qui suit :

(4) An auditor appointed to fill a vacancy holds office for the unexpired term of the auditor's predecessor.

Unexpired term

55. (1) Les paragraphes 168(1) et (2) sont remplacés par ce qui suit :

168. (1) The auditor of a corporation is entitled to receive notice of every meeting of shareholders and, at the expense of the corporation, to attend and be heard on matters relating to the auditor's duties.

Right to attend meeting

(2) If a director or shareholder of a corporation, whether or not the shareholder is entitled to vote at the meeting, gives written notice not less than ten days before a meeting of shareholders to the auditor or a former auditor of the corporation, the auditor or former auditor shall attend the meeting at the expense of the corporation and answer questions relating to their duties as auditor.

Duty to attend

(2) Le paragraphe 168(5) est remplacé par ce qui suit :

(5) An auditor is entitled to submit to the corporation a written statement giving reasons for resigning or for opposing any proposed action or resolution when the auditor

Statement of auditor

    (a) resigns;

    (b) receives a notice or otherwise learns of a meeting of shareholders called for the purpose of removing the auditor from office;

    (c) receives a notice or otherwise learns of a meeting of directors or shareholders at which another person is to be appointed to fill the office of auditor, whether because of the resignation or removal of the incumbent auditor or because the auditor's term of office has expired or is about to expire; or

    (d) receives a notice or otherwise learns of a meeting of shareholders at which a resolution referred to in section 163 is to be proposed.

(3) Les paragraphes 168(7) et (8) sont remplacés par ce qui suit :

(7) No person shall accept appointment or consent to be appointed as auditor of a corporation to replace an auditor who has resigned, been removed or whose term of office has expired or is about to expire until the person has requested and received from that auditor a written statement of the circumstances and the reasons, in that auditor's opinion, for their replacement .

Replacing auditor

(8) Notwithstanding subsection (7), a person otherwise qualified may accept appointment or consent to be appointed as auditor of a corporation if, within fifteen days after making the request referred to in that subsection, the person does not receive a reply.

Exception

56. Le paragraphe 169(1) est remplacé par ce qui suit :

169. (1) An auditor of a corporation shall make the examination that is in their opinion necessary to enable them to report in the prescribed manner on the financial statements required by this Act to be placed before the shareholders, except such financial statements or part thereof that relate to the period referred to in subparagraph 155(1)(a)(ii).

Examination

57. (1) Le passage du paragraphe 170(1) suivant l'alinéa b) est remplacé par ce qui suit :

as are, in the opinion of the auditor, necessary to enable the auditor to make the examination and report required under section 169 and that the directors, officers, employees or agents are reasonably able to furnish.

(2) L'alinéa 170(2)a) est remplacé par ce qui suit :

    (a) obtain from the present or former directors, officers, employees and agents of any subsidiary of the corporation the information and explanations that the present or former directors, officers, employees and agents are reasonably able to furnish and that are, in the opinion of the auditor, necessary to enable the auditor to make the examination and report required under section 169; and

58. Les paragraphes 171(6) et (7) sont remplacés par ce qui suit :

(6) A director or an officer of a corporation shall forthwith notify the audit committee and the auditor of any error or mis-statement of which the director or officer becomes aware in a financial statement that the auditor or a former auditor has reported on.

Notice of errors

(7) An auditor or former auditor of a corporation who is notified or becomes aware of an error or mis-statement in a financial statement on which they have reported, if in their opinion the error or mis-statement is material, shall inform each director accordingly.

Error in financial statements

59. Le paragraphe 175(2) est remplacé par ce qui suit :

(2) Notice of a meeting of shareholders at which a proposal to amend the articles is to be considered shall set out the proposed amendment and, where applicable, shall state that a dissenting shareholder is entitled to be paid the fair value of their shares in accordance with section 190, but failure to make that statement does not invalidate an amendment.

Notice of amendment

60. L'alinéa 183(2)b) est remplacé par ce qui suit :

    (b) state that a dissenting shareholder is entitled to be paid the fair value of their shares in accordance with section 190, but failure to make that statement does not invalidate an amalgamation.

61. Le paragraphe 187(8) est remplacé par ce qui suit :

(8) Subject to subsection 49(8), a share of a body corporate issued before the body corporate was continued under this Act is deemed to have been issued in compliance with this Act and with the provisions of the articles of continuance irrespective of whether the share is fully paid and irrespective of any designation, rights, privileges, restrictions or conditions set out on or referred to in the certificate representing the share; and continuance under this section does not deprive a holder of any right or privilege that the holder claims under, or relieve the holder of any liability in respect of, an issued share.

Issued shares

62. Le paragraphe 188(3) est remplacé par ce qui suit :

(3) A notice of a meeting of shareholders complying with section 135 shall be sent in accordance with that section to each shareholder and shall state that a dissenting shareholder is entitled to be paid the fair value of their shares in accordance with section 190, but failure to make that statement does not invalidate a discontinuance under this Act.

Notice of meeting

63. L'alinéa 189(4)b) est remplacé par ce qui suit :

    (b) state that a dissenting shareholder is entitled to be paid the fair value of their shares in accordance with section 190, but failure to make that statement does not invalidate a sale, lease or exchange referred to in subsection (3).

64. (1) Les paragraphes 190(3) à (8) sont remplacés par ce qui suit :

(3) In addition to any other right the shareholder may have, but subject to subsection (26), a shareholder who complies with this section is entitled, when the action approved by the resolution from which the shareholder dissents or an order made under subsection 192(4) becomes effective, to be paid by the corporation the fair value of the shares in respect of which the shareholder dissents, determined as of the close of business on the day before the resolution was adopted or the order was made.

Payment for shares

(4) A dissenting shareholder may only claim under this section with respect to all the shares of a class held on behalf of any one beneficial owner and registered in the name of the dissenting shareholder.

No partial dissent

(5) A dissenting shareholder shall send to the corporation, at or before any meeting of shareholders at which a resolution referred to in subsection (1) or (2) is to be voted on, a written objection to the resolution, unless the corporation did not give notice to the shareholder of the purpose of the meeting and of their right to dissent.

Objection

(6) The corporation shall, within ten days after the shareholders adopt the resolution, send to each shareholder who has filed the objection referred to in subsection (5) notice that the resolution has been adopted, but such notice is not required to be sent to any shareholder who voted for the resolution or who has withdrawn their objection.

Notice of resolution

(7) A dissenting shareholder shall, within twenty days after receiving a notice under subsection (6) or, if the shareholder does not receive such notice, within twenty days after learning that the resolution has been adopted, send to the corporation a written notice containing

Demand for payment

    (a) the shareholder's name and address;

    (b) the number and class of shares in respect of which the shareholder dissents; and

    (c) a demand for payment of the fair value of such shares.

(8) A dissenting shareholder shall, within thirty days after sending a notice under subsection (7), send the certificates representing the shares in respect of which the shareholder dissents to the corporation or its transfer agent.

Share certificate

(2) Le paragraphe 190(11) est remplacé par ce qui suit :

(11) On sending a notice under subsection (7), a dissenting shareholder ceases to have any rights as a shareholder other than to be paid the fair value of their shares as determined under this section except where

Suspension of rights

    (a) the shareholder withdraws that notice before the corporation makes an offer under subsection (12),

    (b) the corporation fails to make an offer in accordance with subsection (12) and the shareholder withdraws the notice, or

    (c) the directors revoke a resolution to amend the articles under subsection 173(2) or 174(5), terminate an amalgamation agreement under subsection 183(6) or an application for continuance under subsection 188(6), or abandon a sale, lease or exchange under subsection 189(9),

in which case the shareholder's rights are reinstated as of the date the notice was sent .

(3) L'alinéa 190(12)a) est remplacé par ce qui suit :

    (a) a written offer to pay for their shares in an amount considered by the directors of the corporation to be the fair value, accompanied by a statement showing how the fair value was determined; or

(4) L'alinéa 190(19)b) est remplacé par ce qui suit :

    (b) the corporation shall notify each affected dissenting shareholder of the date, place and consequences of the application and of their right to appear and be heard in person or by counsel.

(5) L'alinéa 190(25)a) est remplacé par ce qui suit :

    (a) withdraw their notice of dissent, in which case the corporation is deemed to consent to the withdrawal and the shareholder is reinstated to their full rights as a shareholder; or

65. (1) Les sous-alinéas 206(3)c)(i) et (ii) sont remplacés par ce qui suit :

      (i) to transfer their shares to the offeror on the terms on which the offeror acquired the shares of the offerees who accepted the take-over bid, or

      (ii) to demand payment of the fair value of the shares in accordance with subsections (9) to (18) by notifying the offeror within twenty days after receiving the offeror's notice;

(2) L'alinéa 206(3)e) est remplacé par ce qui suit :

    (e) a dissenting offeree must send their shares to which the take-over bid relates to the offeree corporation within twenty days after receiving the offeror's notice.

(3) Le paragraphe 206(11) est remplacé par ce qui suit :

(11) Where no application is made to a court under subsection (10) within the period set out in that subsection, a dissenting offeree is deemed to have elected to transfer their shares to the offeror on the same terms that the offeror acquired the shares from the offerees who accepted the take-over bid.

Status of dissenter if no court application

(4) L'alinéa 206(14)b) est remplacé par ce qui suit :

    (b) the offeror shall notify each affected dissenting offeree of the date, place and consequences of the application and of their right to appear and be heard in person or by counsel.

(5) Le paragraphe 206(17) est remplacé par ce qui suit :

(17) The final order of the court shall be made against the offeror in favour of each dissenting offeree and for the amount for the shares as fixed by the court.

Final order

(6) L'alinéa 206(18)c) est remplacé par ce qui suit :

    (c) allow a reasonable rate of interest on the amount payable to each dissenting offeree from the date they send or deliver their share certificates under subsection (5) until the date of payment; and

66. Le passage du paragraphe 212(2) précédant l'alinéa b) est remplacé par ce qui suit :

(2) The Director shall not dissolve a corporation under this section until the Director has

Publication

    (a) given one hundred and twenty days notice of the decision to dissolve the corporation to the corporation and to each director thereof; and

67. L'alinéa 217o) est remplacé par ce qui suit :

    (o) after the liquidator has rendered a final account to the court, an order dissolving the corporation.

68. Le paragraphe 219(2) est remplacé par ce qui suit :

(2) The liquidator may delegate any powers vested in the liquidator by paragraph (1)(b) to the directors or shareholders.

Delegation by liquidator

69. (1) L'alinéa 221a) est remplacé par ce qui suit :

    (a) forthwith after appointment give notice thereof to the Director and to each claimant and creditor known to the liquidator;

(2) L'alinéa 221c) est remplacé par ce qui suit :

    (c) take into custody and control the property of the corporation;

(3) Les alinéas 221h) et i) sont remplacés par ce qui suit :

    (h) deliver to the court and to the Director, at least once in every twelve month period after appointment or more often as the court may require, financial statements of the corporation in the form required by section 155 or in such other form as the liquidator may think proper or as the court may require; and

    (i) after the final accounts are approved by the court, distribute any remaining property of the corporation among the shareholders according to their respective rights.

70. Le paragraphe 222(3) est remplacé par ce qui suit :

(3) If a liquidator has reason to believe that any person has in their possession or under their control, or has concealed, withheld or misappropriated any property of the corporation, the liquidator may apply to the court for an order requiring that person to appear before the court at the time and place designated in the order and to be examined.

Application for examination

71. Le passage du paragraphe 223(2) précédant l'alinéa b) est remplacé par ce qui suit :

(2) Within one year after appointment, and after paying or making adequate provision for all claims against the corporation, the liquidator shall apply to the court

Final accounts

    (a) for approval of the final accounts and for an order permitting the liquidator to distribute in money or in kind the remaining property of the corporation to its shareholders according to their respective rights; or

72. Le passage du paragraphe 226(5) précédant l'alinéa b) est remplacé par ce qui suit :

(5) A court may order an action referred to in subsection (4) to be brought against the persons who were shareholders as a class, subject to such conditions as the court thinks fit and, if the plaintiff establishes a claim, the court may refer the proceedings to a referee or other officer of the court who may

Represen-
tative action

    (a) add as a party to the proceedings each person who was a shareholder found by the plaintiff;

73. Le paragraphe 227(3) est remplacé par ce qui suit :

(3) A person who establishes an entitlement to any moneys paid to the Receiver General under this Act shall be paid by the Receiver General an equivalent amount out of the Consolidated Revenue Fund.

Recovery

74. Le paragraphe 229(3) est remplacé par ce qui suit :

(3) A security holder who makes an application under subsection (1) shall give the Director reasonable notice thereof and the Director is entitled to appear and be heard in person or by counsel.

Notice to Director

75. (1) Le passage du paragraphe 235(1) précédant l'alinéa a) est remplacé par ce qui suit :

235. (1) If the Director is satisfied that, for the purposes of Part XI, XIII or XVII, or for the purposes of enforcing any regulation made under section 174, there is reason to inquire into the ownership or control of a security of a corporation or any of its affiliates, the Director may require any person that the Director reasonably believes has or has had an interest in the security or acts or has acted on behalf of a person with such an interest to report to him or her or to any person the Director designates

Information respecting ownership and control

(2) Le paragraphe 235(2) est remplacé par ce qui suit :

(2) For the purposes of subsection (1), a person is deemed to have an interest in a security if

Constructive interest in securities

    (a) the person has a right to vote or to acquire or dispose of the security or any interest therein;

    (b) the person's consent is necessary for the exercise of the rights or privileges of any other person interested in the security; or

    (c) any other person interested in the security can be required or is accustomed to exercise rights or privileges attached to the security in accordance with the person's instructions.

76. L'article 236 est remplacé par ce qui suit :

236. Nothing in this Part shall be construed as affecting solicitor-client privilege.

Solicitor-clie nt privilege

77. L'alinéa 241(3)g) est remplacé par ce qui suit :

    (g) an order directing a corporation, subject to subsection (6), or any other person, to pay a security holder any part of the monies that the security holder paid for securities;

78. L'alinéa 243(3)c) est remplacé par ce qui suit :

    (c) an order determining the right of a party to the proceedings to have their name entered or retained in, or deleted or omitted from, the registers or records of the corporation, whether the issue arises between two or more security holders or alleged security holders, or between the corporation and any security holders or alleged security holders; and

79. L'article 244 est remplacé par ce qui suit :

244. The Director may apply to a court for directions in respect of any matter concerning the Director's duties under this Act, and on such application the court may give such directions and make such further order as it thinks fit.

Application for directions

80. L'article 245 est remplacé par ce qui suit :

245. (1) If the Director refuses to file any articles or other document that this Act requires the Director to file before the articles or other document become effective, the Director shall, within twenty days after receiving them or twenty days after receiving any approval that may be required under any other Act, whichever is later, give written notice of the refusal to the person who sent the articles or document, giving reasons.

Notice of refusal by Director

(2) If the Director does not file or give written notice of the refusal to file any articles or document within the time limited therefor in subsection (1), the Director is deemed for the purposes of section 246 to have refused to file the articles or document.

Deemed refusal

81. L'article 247 est remplacé par ce qui suit :

247. If a corporation or any director, officer, employee, agent, auditor, trustee, receiver, receiver-manager or liquidator of a corporation does not comply with this Act, the regulations, articles, by-laws, or a unanimous shareholder agreement, a complainant or a creditor of the corporation may, in addition to any other right they have , apply to a court for an order directing any such person to comply with, or restraining any such person from acting in breach of, any provisions thereof, and on such application the court may so order and make any further order it thinks fit.

Restraining or compliance order

82. Le paragraphe 250(3) est remplacé par ce qui suit :

(3) No person is guilty of an offence under subsection (1) or (2) if the person did not know , and in the exercise of reasonable diligence could not have known, of the untrue statement or omission.

Immunity

83. Le paragraphe 252(1) est remplacé par ce qui suit :

252. (1) Where a person guilty of an offence under this Act or the regulations, any court in which proceedings in respect of the offence are taken may, in addition to any punishment it may impose, order that person to comply with the provisions of this Act or the regulations for the contravention of which the person has been convicted.

Order to comply

84. (1) Les alinéas 253(1)a) et b) sont remplacés par ce qui suit :

    (a) the shareholder at the shareholder's latest address as shown in the records of the corporation or its transfer agent; and

    (b) the director at the director's latest address as shown in the records of the corporation or in the last notice filed under section 106 or 113.

(2) Le paragraphe 253(3) est remplacé par ce qui suit :

(3) A notice or document sent in accordance with subsection (1) to a shareholder or director of a corporation is deemed to be received at the time it would be delivered in the ordinary course of mail unless there are reasonable grounds for believing that the shareholder or director did not receive the notice or document at that time or at all.

Deemed receipt

85. Le paragraphe 259(1) est remplacé par ce qui suit :

259. (1) The Director may require that a document or a fact stated in a document required by this Act or the regulations to be sent to the Director shall be verified in accordance with subsection (2).

Proof required by Director

86. Le paragraphe 262(3) est remplacé par ce qui suit :

(3) A certificate referred to in subsection (2) issued by the Director may be dated as of the day the Director receives the articles, statement or court order pursuant to which the certificate is issued or as of any later day specified by the court or person who signed the articles or statement.

Date of certificate

87. L'article 264 est remplacé par ce qui suit :

264. The Director may alter a notice or document, other than an affidavit or statutory declaration, if authorized by the person who sent the document or by that person's representative.

Alteration

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