Acts and Regulations

B-9.1 - Business Corporations Act

Section 126
Disposition versions

Full text
Articles and certificate of continuance
126(1)A body corporate
(a) incorporated under the laws of any jurisdiction other than New Brunswick may, if so authorized by the laws of the jurisdiction in which it is incorporated, or
(b) incorporated or continued under the laws of the Province may,
apply to the Director for a certificate of continuance.
126(2)Articles of continuance shall be sent to the Director in the form provided by the Director together with the documents prescribed by sections 17 and 64.
126(3)The articles of continuance shall make any amendments to the original or restated articles of incorporation, articles of amalgamation, letters patent or supplementary letters patent, special Act or any other instrument by which the body corporate was incorporated, and any amendments thereto, necessary to make the articles of continuance conform to the laws of New Brunswick, and may make such other amendments as would be permitted under this Act if the body corporate were incorporated under the laws of New Brunswick, if the same shareholder approval has been obtained for such other amendments as would have been required under this Part if the body corporate were incorporated under the laws of New Brunswick.
126(4)Upon receipt of articles of continuance and any other prescribed documents, the Director shall issue a certificate of continuance.
126(5)On the date shown in the certificate of continuance,
(a) the body corporate becomes a corporation to which this Act applies as if it has been incorporated under this Act;
(b) the articles of continuance shall be deemed to be the articles of incorporation of the continued corporation; and
(c) the certificate of continuance shall be deemed to be the certificate of incorporation of the continued corporation.
126(6)The Director shall send a copy of the certificate of continuance to the appropriate official or public body in the jurisdiction in which continuation under the Act was authorized, but this does not apply with respect to a body corporate continued in accordance with section 192.
126(7)When a body corporate is continued as a corporation under this Act,
(a) the corporation possesses all the property, rights, privileges and franchises and is subject to all the liabilities, including civil, criminal and administrative, and all contracts, disabilities and debts of the body corporate;
(b) a conviction against, or ruling, order or judgment in favour of or against, the body corporate may be enforced by or against the corporation; and
(c) the corporation shall be deemed to be the party plaintiff or the party defendant, as the case may be, in any civil action commenced by or against the body corporate.
126(8)Subject to subsection (8.1), a share of a body corporate issued before the body corporate was continued under this Act shall be 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 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 he claims under, or relieve him of any liability in respect of, an issued share.
126(8.1)If a corporation continued under this Act had, before it was continued, issued a security certificate in registered form that is convertible to bearer form, the corporation shall not, if a holder of the security certificate exercises the conversion privilege attached to the certificate, issue a security certificate in bearer form.
126(9)For the purposes of subsection (8), “share” includes an instrument referred to in subsection 28(1), a share warrant as defined in the Companies Act or a like instrument.
1983, c.15, s.20; 2000, c.9, s.15; 2008, c.S-5.8, s.106; 2014, c.50, s.9; 2022, c.16, s.8; 2023, c.2, s.92; 2023, c.2, s.155; 2023, c.157
Articles and certificate of continuance
126(1)A body corporate
(a) incorporated under the laws of any jurisdiction other than New Brunswick may, if so authorized by the laws of the jurisdiction in which it is incorporated, or
(b) incorporated or continued under the laws of the Province may,
apply to the Director for a certificate of continuance.
126(2)Articles of continuance shall be sent to the Director in the form provided by the Director together with the documents prescribed by sections 17 and 64.
126(3)The articles of continuance shall make any amendments to the original or restated articles of incorporation, articles of amalgamation, letters patent or supplementary letters patent, special Act or any other instrument by which the body corporate was incorporated, and any amendments thereto, necessary to make the articles of continuance conform to the laws of New Brunswick, and may make such other amendments as would be permitted under this Act if the body corporate were incorporated under the laws of New Brunswick, if the same shareholder approval has been obtained for such other amendments as would have been required under this Part if the body corporate were incorporated under the laws of New Brunswick.
126(4)Upon receipt of articles of continuance and any other prescribed documents, the Director shall issue a certificate of continuance.
126(5)On the date shown in the certificate of continuance,
(a) the body corporate becomes a corporation to which this Act applies as if it has been incorporated under this Act;
(b) the articles of continuance shall be deemed to be the articles of incorporation of the continued corporation; and
(c) the certificate of continuance shall be deemed to be the certificate of incorporation of the continued corporation.
126(6)The Director shall send a copy of the certificate of continuance to the appropriate official or public body in the jurisdiction in which continuation under the Act was authorized, but this does not apply with respect to a body corporate continued in accordance with section 192.
126(7)When a body corporate is continued as a corporation under this Act,
(a) the corporation possesses all the property, rights, privileges and franchises and is subject to all the liabilities, including civil, criminal and administrative, and all contracts, disabilities and debts of the body corporate;
(b) a conviction against, or ruling, order or judgment in favour of or against, the body corporate may be enforced by or against the corporation; and
(c) the corporation shall be deemed to be the party plaintiff or the party defendant, as the case may be, in any civil action commenced by or against the body corporate.
126(8)Subject to subsection (8.1), a share of a body corporate issued before the body corporate was continued under this Act shall be 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 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 he claims under, or relieve him of any liability in respect of, an issued share.
126(8.1)If a corporation continued under this Act had, before it was continued, issued a share certificate in registered form that is convertible to bearer form, the corporation shall not, if a holder of the share certificate exercises the conversion privilege attached to the certificate, issue a share certificate in bearer form.
126(9)For the purposes of subsection (8), “share” includes an instrument referred to in subsection 28(1), a share warrant as defined in the Companies Act or a like instrument.
1983, c.15, s.20; 2000, c.9, s.15; 2008, c.S-5.8, s.106; 2014, c.50, s.9; 2022, c.16, s.8
Articles and certificate of continuance
126(1)A body corporate
(a) incorporated under the laws of any jurisdiction other than New Brunswick may, if so authorized by the laws of the jurisdiction in which it is incorporated, or
(b) incorporated or continued under the laws of the Province may,
apply to the Director for a certificate of continuance.
126(2)Articles of continuance shall be sent to the Director in the form provided by the Director together with the documents prescribed by sections 17 and 64.
126(3)The articles of continuance shall make any amendments to the original or restated articles of incorporation, articles of amalgamation, letters patent or supplementary letters patent, special Act or any other instrument by which the body corporate was incorporated, and any amendments thereto, necessary to make the articles of continuance conform to the laws of New Brunswick, and may make such other amendments as would be permitted under this Act if the body corporate were incorporated under the laws of New Brunswick, if the same shareholder approval has been obtained for such other amendments as would have been required under this Part if the body corporate were incorporated under the laws of New Brunswick.
126(4)Upon receipt of articles of continuance and any other prescribed documents, the Director shall issue a certificate of continuance.
126(5)On the date shown in the certificate of continuance,
(a) the body corporate becomes a corporation to which this Act applies as if it has been incorporated under this Act;
(b) the articles of continuance shall be deemed to be the articles of incorporation of the continued corporation; and
(c) the certificate of continuance shall be deemed to be the certificate of incorporation of the continued corporation.
126(6)The Director shall send a copy of the certificate of continuance to the appropriate official or public body in the jurisdiction in which continuation under the Act was authorized, but this does not apply with respect to a body corporate continued in accordance with section 192.
126(7)When a body corporate is continued as a corporation under this Act,
(a) the corporation possesses all the property, rights, privileges and franchises and is subject to all the liabilities, including civil, criminal and administrative, and all contracts, disabilities and debts of the body corporate;
(b) a conviction against, or ruling, order or judgment in favour of or against, the body corporate may be enforced by or against the corporation; and
(c) the corporation shall be deemed to be the party plaintiff or the party defendant, as the case may be, in any civil action commenced by or against the body corporate.
126(8)A share of a body corporate issued before the body corporate was continued under this Act shall be 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 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 he claims under, or relieve him of any liability in respect of, an issued share.
126(9)For the purposes of subsection (8), “share” includes an instrument referred to in subsection 28(1), a share warrant as defined in the Companies Act or a like instrument.
1983, c.15, s.20; 2000, c.9, s.15; 2008, c.S-5.8, s.106; 2014, c.50, s.9
Articles and certificate of continuance
126(1)A body corporate
(a) incorporated under the laws of any jurisdiction other than New Brunswick may, if so authorized by the laws of the jurisdiction in which it is incorporated, or
(b) incorporated or continued under the laws of the Province may,
apply to the Director for a certificate of continuance.
126(2)Articles of continuance in prescribed form shall be sent to the Director together with the documents prescribed by sections 17 and 64.
126(3)The articles of continuance shall make any amendments to the original or restated articles of incorporation, articles of amalgamation, letters patent or supplementary letters patent, special Act or any other instrument by which the body corporate was incorporated, and any amendments thereto, necessary to make the articles of continuance conform to the laws of New Brunswick, and may make such other amendments as would be permitted under this Act if the body corporate were incorporated under the laws of New Brunswick, if the same shareholder approval has been obtained for such other amendments as would have been required under this Part if the body corporate were incorporated under the laws of New Brunswick.
126(4)Upon receipt of articles of continuance and any other prescribed documents, the Director shall issue a certificate of continuance.
126(5)On the date shown in the certificate of continuance,
(a) the body corporate becomes a corporation to which this Act applies as if it has been incorporated under this Act;
(b) the articles of continuance shall be deemed to be the articles of incorporation of the continued corporation; and
(c) the certificate of continuance shall be deemed to be the certificate of incorporation of the continued corporation.
126(6)The Director shall send a copy of the certificate of continuance to the appropriate official or public body in the jurisdiction in which continuation under the Act was authorized, but this does not apply with respect to a body corporate continued in accordance with section 192.
126(7)When a body corporate is continued as a corporation under this Act,
(a) the corporation possesses all the property, rights, privileges and franchises and is subject to all the liabilities, including civil, criminal and administrative, and all contracts, disabilities and debts of the body corporate;
(b) a conviction against, or ruling, order or judgment in favour of or against, the body corporate may be enforced by or against the corporation; and
(c) the corporation shall be deemed to be the party plaintiff or the party defendant, as the case may be, in any civil action commenced by or against the body corporate.
126(8)A share of a body corporate issued before the body corporate was continued under this Act shall be 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 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 he claims under, or relieve him of any liability in respect of, an issued share.
126(9)For the purposes of subsection (8), “share” includes an instrument referred to in subsection 28(1), a share warrant as defined in the Companies Act or a like instrument.
1983, c.15, s.20; 2000, c.9, s.15; 2008, c.S-5.8, s.106
Articles and certificate of continuance
126(1)A body corporate
(a) incorporated under the laws of any jurisdiction other than New Brunswick may, if so authorized by the laws of the jurisdiction in which it is incorporated, or
(b) incorporated or continued under the laws of the Province may,
apply to the Director for a certificate of continuance.
126(2)Articles of continuance in prescribed form shall be sent to the Director together with the documents prescribed by sections 17 and 64.
126(3)The articles of continuance shall make any amendments to the original or restated articles of incorporation, articles of amalgamation, letters patent or supplementary letters patent, special Act or any other instrument by which the body corporate was incorporated, and any amendments thereto, necessary to make the articles of continuance conform to the laws of New Brunswick, and may make such other amendments as would be permitted under this Act if the body corporate were incorporated under the laws of New Brunswick, if the same shareholder approval has been obtained for such other amendments as would have been required under this Part if the body corporate were incorporated under the laws of New Brunswick.
126(4)Upon receipt of articles of continuance and any other prescribed documents, the Director shall issue a certificate of continuance.
126(5)On the date shown in the certificate of continuance,
(a) the body corporate becomes a corporation to which this Act applies as if it has been incorporated under this Act;
(b) the articles of continuance shall be deemed to be the articles of incorporation of the continued corporation; and
(c) the certificate of continuance shall be deemed to be the certificate of incorporation of the continued corporation.
126(6)The Director shall send a copy of the certificate of continuance to the appropriate official or public body in the jurisdiction in which continuation under the Act was authorized, but this does not apply with respect to a body corporate continued in accordance with section 192.
126(7)When a body corporate is continued as a corporation under this Act,
(a) the corporation possesses all the property, rights, privileges and franchises and is subject to all the liabilities, including civil, criminal and administrative, and all contracts, disabilities and debts of the body corporate;
(b) a conviction against, or ruling, order or judgment in favour of or against, the body corporate may be enforced by or against the corporation; and
(c) the corporation shall be deemed to be the party plaintiff or the party defendant, as the case may be, in any civil action commenced by or against the body corporate.
126(8)A share of a body corporate issued before the body corporate was continued under this Act shall be 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 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 he claims under, or relieve him of any liability in respect of, an issued share.
126(9)For the purposes of subsection (8), “share” includes an instrument referred to in subsection 28(1), a share warrant as defined in the Companies Act or a like instrument.
1983, c.15, s.20; 2000, c.9, s.15; 2008, c.S-5.8, s.106
Articles and certificate of continuance
126(1)A body corporate
(a) incorporated under the laws of any jurisdiction other than New Brunswick may, if so authorized by the laws of the jurisdiction in which it is incorporated, or
(b) incorporated or continued under the laws of the Province may,
apply to the Director for a certificate of continuance.
126(2)Articles of continuance in prescribed form shall be sent to the Director together with the documents prescribed by sections 17 and 64.
126(3)The articles of continuance shall make any amendments to the original or restated articles of incorporation, articles of amalgamation, letters patent or supplementary letters patent, special Act or any other instrument by which the body corporate was incorporated, and any amendments thereto, necessary to make the articles of continuance conform to the laws of New Brunswick, and may make such other amendments as would be permitted under this Act if the body corporate were incorporated under the laws of New Brunswick, if the same shareholder approval has been obtained for such other amendments as would have been required under this Part if the body corporate were incorporated under the laws of New Brunswick.
126(4)Upon receipt of articles of continuance and any other prescribed documents, the Director shall issue a certificate of continuance.
126(5)On the date shown in the certificate of continuance,
(a) the body corporate becomes a corporation to which this Act applies as if it has been incorporated under this Act;
(b) the articles of continuance shall be deemed to be the articles of incorporation of the continued corporation; and
(c) the certificate of continuance shall be deemed to be the certificate of incorporation of the continued corporation.
126(6)The Director shall send a copy of the certificate of continuance to the appropriate official or public body in the jurisdiction in which continuation under the Act was authorized, but this does not apply with respect to a body corporate continued in accordance with section 192.
126(7)When a body corporate is continued as a corporation under this Act,
(a) the corporation possesses all the property, rights, privileges and franchises and is subject to all the liabilities, including civil, criminal and administrative, and all contracts, disabilities and debts of the body corporate;
(b) a conviction against, or ruling, order or judgment in favour of or against, the body corporate may be enforced by or against the corporation; and
(c) the corporation shall be deemed to be the party plaintiff or the party defendant, as the case may be, in any civil action commenced by or against the body corporate.
126(8)Subject to subsection 47(8), a share of a body corporate issued before the body corporate was continued under this Act shall be 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 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 he claims under, or relieve him of any liability in respect of, an issued share.
126(9)For the purposes of subsection (8), “share” includes an instrument referred to in subsection 28(1), a share warrant as defined in the Companies Act or a like instrument.
1983, c.15, s.20; 2000, c.9, s.15