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Acts and Regulations
B-9.1
- Business Corporations Act
Summary
Regulation
1
Chapter
Title
81-147
General
Full text
Detailled Table of Contents
Current to 1 January 2024
Business Corporations Act
I
DEFINITIONS, INTERPRETATION, APPLICATION AND ADMINISTRATION
1
Definitions and interpretation
2
Application
2.1
Administration
II
INCORPORATION
3
Incorporation
4
Articles of incorporation
5
Delivery of articles
6
Certificate of incorporation
7
Effect of issue of certificate of incorporation
8
Name of corporation and related issues
9
Reservation of name and designating number
10
Prohibited and assigned names
11
Certificate of amendment of name
12
Contracts made before incorporation
III
CAPACITY AND POWERS
13
Capacity of a corporation
14
Powers of a corporation
15
No constructive notice
16
Authority of directors, officers and agents
IV
REGISTERED OFFICE AND RECORDS
17
Registered office
18
Records
19
Access to records by directors, shareholders and creditors
20
Storage of records
21
Corporate seal
V
CORPORATE FINANCE
22
Shares
23
Issue of shares
24
Property defined
25
Stated capital account
26
Series of shares
27
Preemptive right and exceptions
27.1
Restriction regarding issuance of shares in bearer form
28
Conversion privileges, options and rights
29
Prohibition against holding own shares
30
Exceptions
31
Acquisition of corporation’s own shares
32
Purposes of acquisition and limitations
33
Purchase or redemption of redeemable shares
34
Share of a corporation as a gift
35
Reduction of stated capital
36
Adjustment of stated capital account
37
Conversion of shares
38
Debt obligation
39
Contract to purchase shares of a corporation by the corporation
40
Authorization to pay reasonable commission
41
Restrictions on payment of dividends
42
Method of payment of dividends
43
Financial assistance and restrictions
44
Liability of shareholders
VI
SECURITY CERTIFICATES,TRANSFERS, REGISTERS
45
Shares — personal property
45.1
Transfer of shares
46
Repealed
46.1
Certificated or uncertificated securities
47
Security certificates
48
Securities register
48.1
Registers, general
48.2
Transfer agents
49
Registered shareholders
50
Restrictions on the transfer of shares
51
Certificates, warrants or other evidence of a conversion privilege, option, or right to acquire a share or other security
VII
RECEIVERS AND RECEIVER-MANAGERS
52
Functions of receiver
53
Functions of receiver-manager
54
Cessation of directors powers
55
Duty to act in accordance with the directions of the Court
56
Duty to act under instrument of appointment
57
Duty of care of receiver and receiver-manager
58
Powers of the Court
59
Duties of receiver and receiver-manager
59.1
Director may request copy of account or report
VIII
DIRECTORS AND OFFICERS
60
Power to manage and number of directors
61
By-laws
62
Meeting of first directors and quorum
63
Requirements to be a director
64
Notice of directors and term of office
65
Election and removal of directors
66
Cessation of office or resignation of directors
67
Removal and replacement of directors
68
Attendance of directors at shareholders meeting
69
Filling of vacancies
70
Increase or decrease in number of directors
71
Notice of change of directors
71.1
When notice no longer accurate
72
Meeting of directors
73
Delegation of powers to managing director or committees
74
Act valid notwithstanding irregularity in election
75
Validity of resolution in absence of meeting
76
Liability of directors
77
Disclosure of interest of director or officer in contracts
78
Appointment of officers
79
Duty of care of directors and officers
80
Dissent by directors
81
Indemnification of directors and officers
82
Remuneration of directors, officers and employees
83
Confidential information and restrictions imposed on insiders
IX
SHAREHOLDERS
84
Place of meetings
85
Calling meetings and participation by telephone
86
Fixing record date
87
Notice of meeting, exception and adjournment
88
Waiver of notice of meeting
89
Shareholders proposals
90
Shareholders list
91
Appointment of proxyholder and related issues
92
Quorum and absence of quorum
93
Right to vote, exercising right to vote
94
Vote by show of hands or secret ballot
95
Resolution in writing
96
Meeting called by shareholders
97
Meeting called by the Court
98
Powers of the Court
98.1
Pooling agreement
99
Shareholders agreement
IX.1
REGISTER OF INDIVIDUALS WITH SIGNIFICANT CONTROL
99.1
Definitions
99.11
Significant control over corporation
99.2
Significant number of shares
99.3
Register of individuals with significant control over corporation
99.4
Disclosure of information to Director or prescribed body
99.5
Disclosure of information to shareholders or directors
99.6
Disclosure for tax purposes
99.7
Disclosure for regulatory purposes
99.8
Disclosure for law enforcement purposes
99.9
Non-application
X
FINANCIAL REPORTING
100
Financial statements
100.1
Exemption
101
Copies and examination of financial statements
102
Approval by directors
103
Copy of financial statements to shareholders
104
Auditor — independent of the corporation
105
Appointment, term of office and remuneration of auditor
106
Cessation of office and resignation of auditor
107
Removal and replacement of auditor
108
Filling vacancy in office of auditor
109
Attendance of auditor at annual meeting and written statement of auditor
110
Examination and report by auditor
111
Information furnished at demand of auditor
111.1
Errors in financial statements
112
Qualified privilege
XI
FUNDAMENTAL CHANGES
113
Amendment of articles
114
Proposal to amend articles
115
Vote by class or by series
116
Articles of amendment
117
Certificate of amendment
118
Effective date of amendment
119
Restatement of articles
120
Right to amalgamate
121
Amalgamation agreement
122
Approval of amalgamation agreement by shareholders
123
Short form — amalgamation
124
Articles and certificate of amalgamation
125
Effect of issue of certificate of amalgamation
126
Articles and certificate of continuance
127
Certificate of discontinuance
128
Arrangement — power of the Court and role of the Director
129
Articles and certificate of arrangement
130
Sale, lease or exchange of property of the corporation
131
Right to dissent and related issues
132
Reorganization
XII
TAKE OVER BIDS
133
Acquisition of shares held by dissenting offerees
134
Offer to all shareholders of the same class
XIII
LIQUIDATION AND DISSOLUTION
135
Bankrupt corporation and stayed action
136
Articles and certificate of revival
137
Articles and certificate of dissolution
138
Voluntary liquidation and dissolution
139
Dissolution by the Director
140
Dissolution by Court order
141
Application by shareholder for Court order for liquidation and dissolution
142
Application for Court supervision of voluntary liquidation and dissolution
143
Procedure on application
144
Order of the Court and effect of order
145
Role of liquidator and delegation of powers
146
Appointment of liquidator by the Court
147
Duties of liquidator
148
Powers and liability protection of liquidator
149
Costs of liquidation and final accounting
150
Power of the Court to order distribution of property in money
151
Custody of documents
152
Liability of corporation and shareholders within two years after dissolution
153
Distribution of property to creditor or shareholder who cannot be found
154
Vesting of property of corporation in the Crown and effect of revival under section 136
XIV
INVESTIGATIONS
155
Investigation of corporation, conditions and procedure
156
Powers of the Court and report of inspector
157
Powers of inspector
158
Hearing in camera and right to representation
159
Criminating statements
160
Absolute privilege
161
Solicitor - client privilege
162
Inquiries by Director
XV
REMEDIES, OFFENCES AND PENALTIES
163
Definitions
164
Derivative action
165
Powers of the Court
166
Orders of the Court
167
Action stayed or dismissed
168
Rectification of registers and records
169
Application for directions by the Director
170
Notice of refusal to file documents, when documents deemed to be filed
171
Appeal from decision of the Director
172
Restraining order
173
Summary application
174
Appeals
175
Offences
176
Order to comply, continuing offences, limitation period, civil remedy
XVI
GENERAL
177
Notice to shareholders or directors
178
Notice to corporation
179
Waiver of notice
179.1
Electronic signature
180
Certificate of the Director, as evidence
181
Certificate of a corporation, as evidence
182
Photostatic copies - acceptance by Director
183
Verification of documents
183.1
Director may require proof
183.2
Directives
184
Appointment of the Director and deputy directors
185
Regulations
185.1
Forms provided by the Director
185.2
Director’s use of email address
186
Definition of “statement” and filing of articles or statement
187
Annual return
188
Alteration of documents
189
Correction of documents
189.1
Documents declared void by the Court
189.2
Remedying corporate mistakes
189.3
Validation of creation, allotment or issue of shares
190
Examination and copies of documents
191
Records of Director, six year limitation
191.1
Access to records
192
Definition of “charter” and continuance of corporation
XVII
EXTRA-PROVINCIAL CORPORATIONS
193
Definitions
194
Carrying on business in New Brunswick
195
Exceptions
195.1
Regulations in respect of exemptions
196
Registration
197
Application for registration
198
Reservation of name
199
Prohibited names
200
Filing of application for registration and issuance of certificate of registration
201
Cancellation and reinstatement of registration
201.1
Date of reinstatement
202
Corporate name in contracts, etc
203
Death, resignation, revocation or change of address of agent for service
204
Service of document to agent for service
205
Service upon corporation
206
Notice of amendment and certificate of amendment
207
Amalgamation and certificate of registration
208
Liquidation
209
Annual return
209.1
Notice of articles of continuance
210
Certificate of Director respecting documents, as evidence
210.1
Verification of documents
211
Validity of acts
212
No constructive notice, exceptions
213
Actions by unregistered corporations, exceptions
214
Repealed
214.1
Offences
214.2
Continuing offences, limitation period, civil remedy
XVIII
COMING INTO FORCE
215
Commencement
0
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