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C-13
- Companies Act
Detailled Table of Contents
Current to 1 January 2024
Companies Act
1
Application of Act
1.01
Existing agricultural associations
1.1
Effect of the Business Corporations Act
1.11
Effect of the Loan and Trust Companies Act
1.2
Effect of the Business Corporations Act
DEFINITIONS AND FORMS
2
Definitions and forms
ADMINISTRATION
2.1
Administration of Act
2.11
Director’s signature
2.12
Dating of letters patent
2.2
Inspection and certified copies of documents
2.3
Storage of documents
2.4
Limitation period
2.5
Destruction of documents
PRELIMINARIES
3
Interpretation of Act
I
FORMATIONOF NEW COMPANIES
4
Granting of charter by letters patent
5
Repealed
6
Particulars of application for letters patent
7
Form of application for letters patent
8
Repealed
9
Name of company and other preliminary matters
10
Repealed
11
Content of letters patent
12
Publication of letters patent
13
Shares and certificates
13.1
Voting rights of members
14
Ancillary powers of a company
PRIVATE INVESTMENTHOLDING COMPANIES
15
Letters patent
FISHING, SPORTING ORLITERARY CLUBS
16
Share transfer restrictions
17
Assessment of members
18
Company without capital stock
RESPECTING PROJECT COMPANIES
18.1
Incorporation of project companies
RESPECTING ELECTRICITY, WATER, GAS ANDSEWERAGE COMPANIES
19
Incorporation of public utilities
20
Supplementary letters patent
21
Protection of public interest
22
Restriction on incorporation of public utility companies
23
Letters patent for subsisting company
24
Extension of powers for subsisting company
25
First directors for subsisting company
26
Letters patent for extra-provincial company
27
Filing with Director for extra-provincial company
28
Publication of letters patent for extra-provincial company
29
Filing of returns for extra-provincial company
29.1
Application for continuance
30
Repealed
MERGER
31
Letters patent for merged company
CHANGE OF COMPANY NAME
32
Name change by supplementary letters patent
33
Notice of change of name
34
Effect of name change on actions
REISSUANCE OF LETTERS PATENT INTHE OTHER OFFICIAL LANGUAGE
34.1
Reissuance of letters patent
SURRENDER AND FORFEITURE OF CHARTER
35
Forfeiture of charter
35.1
Revival of charter
35.2
Surrender of charter
35.3
Liability of company and others within two years after dissolution
35.4
Distribution of property of company to persons who cannot be found
35.5
Vesting of property of company in Crown and effect of revival
GENERAL POWERS AND DUTIES OF THECOMPANY
36
Powers in letters patent
37
Pre-incorporation rights
38
Loans to shareholders
HEAD OFFICE - MEETINGS
39
Head Office and shareholders meetings
40
Deeds without company seal
41
Acts and contracts of agents of company
42
Name of company
42.1
Name of company – company incorporated under laws of New Brunswick
43
Supplementary letters patent
44
Application for supplementary letters patent
45
Content of application for supplementary letters patent
46
Publication of supplementary letters patent
47
Confirmation of by-law to change supplementary letters patent
48
Compromise between company and shareholders
LIABILITY OF SHAREHOLDERS
49
Liability of shareholders
50
Liability of shareholders to creditors
51
Action by creditors
52
Liability of executor, trustee, or guardian
53
Voting of shares by executor, trustee, or pledgee
PROSPECTUS
54
Contents of prospectus
CAPITAL STOCK
55
Transfer of shares
56
Allotment of shares
57
Issue of shares
58
Creation of preferred or deferred shares
59
Rights of preferred shares
60
Notice of redemptions of preferred shares
61
Shares held in trust
CHANGES IN CAPITAL SET-UP
62
Consolidation of par-value shares
63
Increase in number of shares
64
Decrease in number of shares
65
By-law re supplementary letters patent
66
Evidence on application for supplementary letters patent
67
Publication of supplementary letters patent
CALLS
68
Calls on shares
69
Time for calls on shares
70
Interest on calls on shares
71
Advance payment for shares
72
Forfeiture of shares
73
Action for payment of shares
TRANSFER OF SHARES
74
Transfer register
75
Transfer of unpaid shares
76
Calls on unpaid shares
77
Transfer where shareholder indebted to company
78
Close corporation
79
Dividend payments
SHARE WARRANTS
80
Issue of share warrants
BORROWING POWERS
81
Borrowing by-law
82
Redemption of debentures
83
Deposit with Minister of Finance and Treasury Board
DIVIDENDS
84
Impairment of capital
85
Stock dividends
86
Dividends and set-off
RECEIVERS AND RECEIVER-MANAGERS
86.1
Court, defined
86.2
Power of receiver
86.3
Power of receiver-manager
86.4
Cessation of directors powers
86.5
Duty to act in accordance with direction of the Court
86.6
Duty to act in accordance with instrument of appointment
86.7
Duty of care
86.8
Powers of the Court
86.9
Duties of receiver and receiver-manager
86.10
Repealed
86.11
Application of sections 86.1 to 86.9
DIRECTORS
87
Number and qualifications of directors
88
Executive committee
89
Election of directors
90
Qualification of directors
91
Term of office
92
Election of directors by minority shareholders
93
Voting by minority shareholders
94
Time and form of election
94.1
Resolution of directors in writing
94.2
Meetings of directors by communication facilities
95
Indemnification of directors
POWERS OF DIRECTORS
96
Powers of directors
97
Period during which by-laws are in force
LIABILITY OF DIRECTORSAND OFFICERS
98
Liability for dividend payments
99
Liability on share transfer
100
Liability for loans to shareholders
MEETINGS
101
Annual meeting of shareholders
102
Calling of annual meeting
103
Notice of meeting
103.1
Resolution of shareholders or members in writing
103.2
Meetings of shareholders or members by communication facilities
BOOKS OF THE COMPANY
104
Books and shareholders list
105
Transfer register
106
Inspection of books
INSPECTION
107
Liability for failure to maintain books
108
Action for failure to maintain books
109
Investigation by court order
110
Investigation by shareholders
111
Application of Act respecting books
112
Duty to produce books and documents
PROCEDURE
113
Service of process
114
Authentication of documents
115
Service of notice on shareholders
116
Service of notice on shareholders – post
117
Actions between company and shareholders
118
Form of corporate name in legal proceedings
119
Share ownership disputes
120
Notice to person claiming shares
121
Costs and expenses
122
Share transfer pursuant to court order
STATEMENTS AND RETURNS
123
Financial statements to shareholders
124
Content of financial statements
125
Delivery of financial statements
126
Statement to Director
126.1
Offence and penalty
127
Repealed
128
Proof of statements in company books
129
Service by registered mail
130
Proof of by-law
131
Proof of incorporation
132
Proof of letters patent
133
Proof by affidavit
134
Winding-up of companies
FEES
135
Regulations
136
Application of Act to company incorporated under special Act
136.1
Application of Act to company incorporated under public Act
137
Deposit of sums due to shareholders
II
PROVINCIAL MUTUALINSURANCE COMPANIES
138
Company defined
139
Incorporation
140
Name
141
Share capital
142
Subscribers and subscription book
143
Application for incorporation
144
Organizational meeting
145
Provisional directors
146
Petition for incorporation
147
Letters patent
148
Provisional officers and directors
149
Incorporation expenses
150
Applications for insurance
151
Withdrawal of member
152
Power to hold realty
153
Head office
154
Voting and procedure at meetings
155
Election of directors
156
Joint policy holders
157
Election of officers
158
Management of company
159
Meetings of directors
160
Borrowing powers
161
Fiscal year
162
By-laws
INCORPORATION OF MUTUAL BENEFITSOCIETIES
163
Society defined
164
Purpose of incorporation
165
Application for incorporation
166
Content of petition
167
Issue of letters patent
168
Organizational meeting
169
Membership book
170
Membership qualifications
171
Application of Act
GENERAL
172
Application of Act
173
Regulations
III
MINING COMPANIES
174
Issue of shares at discount
175
Par value shares
176
Preference shares
177
Liability of shareholder
178
By-law to issue shares at discount
179
Filing of by-law
180
Share certificate
181
Forfeiture of shares
182
Meetings of directors
183
Repealed
184
Fees