Acts and Regulations

B-9.1 - Business Corporations Act

Section 113
Disposition versions

Full text
Amendment of articles
113(1)Subject to sections 115 and 116, a corporation may by special resolution from time to time amend its articles to add, change or remove any provision that is permitted by this Act to be, or that is, set out in its articles, including, without limiting the generality of the foregoing, to
(a) change its name;
(b) Repealed: 1993, c.52, s.5
(c) add, change or remove any restriction upon the business or businesses that the corporation may carry on;
(d) add, change or remove any maximum number of shares that the corporation is authorized to issue or any maximum consideration for which any shares of the corporation are authorized to be issued;
(e) create new classes of shares;
(f) Repealed: 1983, c.15, s.18
(g) change the designation of all or any of its shares, and add, change or remove any rights, privileges, restrictions and conditions, including rights to accrued dividends, in respect of all or any of its shares, whether issued or unissued;
(h) change the kind of shares of any class or series whether issued or unissued to another kind of shares of any class or series;
(i) change the shares of any class or series, whether issued or unissued, into a different number of shares of the same class or series or into the same or a different number of shares of other classes or series;
(j) divide a class of shares, whether issued or unissued, into series and fix the number of shares in each series and the rights, privileges, restrictions and conditions thereof;
(k) authorize the directors to divide any class of unissued shares into series and fix the number of shares in each series and the rights, privileges, restrictions and conditions thereof;
(l) authorize the directors to change the rights, privileges, restrictions and conditions attached to unissued shares of any series;
(m) revoke, diminish or enlarge any authority conferred under paragraphs (k) and (l);
(n) subject to section 70, increase or decrease the number, or minimum or maximum number, of directors; and
(o) add, change or remove restrictions on the issue, transfer or ownership of shares of any class or series.
113(2)The directors of a corporation may, if authorized by the shareholders in a special resolution to that effect, revoke a special resolution authorizing an amendment under this section without further approval of the shareholders at any time prior to the issuance by the Director of a certificate of amendment of articles in respect of such amendment.
113(3)Notwithstanding subsection (1), where a corporation has a designated number name, the directors may amend its articles to change that name to a name that is not a number name.
1983, c.15, s.18; 1993, c.52, s.5; 2023, c.2, s.83; 2023, c.2, s.155; 2023, c.2, s.156
Amendment of articles
113(1)Subject to sections 115 and 116, a corporation may by special resolution from time to time amend its articles to add, change or remove any provision that is permitted by this Act to be, or that is, set out in its articles, including, without limiting the generality of the foregoing, to
(a) change its name;
(b) Repealed: 1993, c.52, s.5
(c) add, change or remove any restriction upon the business or businesses that the corporation may carry on;
(d) add, change or remove any maximum number of shares that the corporation is authorized to issue or any maximum consideration for which any shares of the corporation are authorized to be issued;
(e) create new classes of shares;
(f) Repealed: 1983, c.15, s.18
(g) change the designation of all or any of its shares, and add, change or remove any rights, privileges, restrictions and conditions, including rights to accrued dividends, in respect of all or any of its shares, whether issued or unissued;
(h) change the kind of shares of any class or series whether issued or unissued to another kind of shares of any class or series;
(i) change the shares of any class or series, whether issued or unissued, into a different number of shares of the same class or series or into the same or a different number of shares of other classes or series;
(j) divide a class of shares, whether issued or unissued, into series and fix the number of shares in each series and the rights, privileges, restrictions and conditions thereof;
(k) authorize the directors to divide any class of unissued shares into series and fix the number of shares in each series and the rights, privileges, restrictions and conditions thereof;
(l) authorize the directors to change the rights, privileges, restrictions and conditions attached to unissued shares of any series;
(m) revoke, diminish or enlarge any authority conferred under paragraphs (k) and (l);
(n) subject to section 70, increase or decrease the number, or minimum or maximum number, of directors; and
(o) add, change or remove restrictions on the issue or transfer of shares of any class or series.
113(2)The directors of a corporation may, if authorized by the shareholders in a special resolution to that effect, revoke a special resolution authorizing an amendment under this section without further approval of the shareholders at any time prior to the issuance by the Director of a certificate of amendment of articles in respect of such amendment.
113(3)Notwithstanding subsection (1), where a corporation has a designated number name, the directors may amend its articles to change that name to a name that is not a number name.
1983, c.15, s.18; 1993, c.52, s.5
Amendment of articles
113(1)Subject to sections 115 and 116, a corporation may by special resolution from time to time amend its articles to add, change or remove any provision that is permitted by this Act to be, or that is, set out in its articles, including, without limiting the generality of the foregoing, to
(a) change its name;
(b) Repealed: 1993, c.52, s.5
(c) add, change or remove any restriction upon the business or businesses that the corporation may carry on;
(d) add, change or remove any maximum number of shares that the corporation is authorized to issue or any maximum consideration for which any shares of the corporation are authorized to be issued;
(e) create new classes of shares;
(f) Repealed: 1983, c.15, s.18
(g) change the designation of all or any of its shares, and add, change or remove any rights, privileges, restrictions and conditions, including rights to accrued dividends, in respect of all or any of its shares, whether issued or unissued;
(h) change the kind of shares of any class or series whether issued or unissued to another kind of shares of any class or series;
(i) change the shares of any class or series, whether issued or unissued, into a different number of shares of the same class or series or into the same or a different number of shares of other classes or series;
(j) divide a class of shares, whether issued or unissued, into series and fix the number of shares in each series and the rights, privileges, restrictions and conditions thereof;
(k) authorize the directors to divide any class of unissued shares into series and fix the number of shares in each series and the rights, privileges, restrictions and conditions thereof;
(l) authorize the directors to change the rights, privileges, restrictions and conditions attached to unissued shares of any series;
(m) revoke, diminish or enlarge any authority conferred under paragraphs (k) and (l);
(n) subject to section 70, increase or decrease the number, or minimum or maximum number, of directors; and
(o) add, change or remove restrictions on the issue or transfer of shares of any class or series.
113(2)The directors of a corporation may, if authorized by the shareholders in a special resolution to that effect, revoke a special resolution authorizing an amendment under this section without further approval of the shareholders at any time prior to the issuance by the Director of a certificate of amendment of articles in respect of such amendment.
113(3)Notwithstanding subsection (1), where a corporation has a designated number name, the directors may amend its articles to change that name to a name that is not a number name.
1983, c.15, s.18; 1993, c.52, s.5