Acts and Regulations

B-9.1 - Business Corporations Act

Section 127
Disposition versions

Full text
Certificate of discontinuance
127(1)Subject to subsection (8), a corporation may, if it is authorized by the shareholders in accordance with this section, and it establishes to the satisfaction of the Director that its proposed continuance in another jurisdiction will not adversely affect creditors or shareholders of the corporation, apply to the appropriate official or public body of another jurisdiction requesting that the corporation be continued as if it had been incorporated under the laws of that other jurisdiction.
127(1.1)Despite subsection (1), the requirement under subsection (1) shall be satisfied when the proposed continuance is in another province or territory of Canada and the application is not prohibited by subsection (8).
127(2)A notice of a meeting of shareholders complying with section 87 shall be sent in accordance with that section to each shareholder and shall state that a dissenting shareholder may be entitled to be paid the fair value of his shares in accordance with section 131, but failure to make that statement does not invalidate a discontinuance under this Act.
127(3)Each share of the corporation carries the right to vote in respect of a continuance whether or not it otherwise carries the right to vote.
127(4)An application for continuance under subsection (1) becomes authorized when the shareholders voting thereon have approved of the continuance by a special resolution.
127(5)The directors of a corporation may, if authorized by the shareholders at the time of approving an application for continuance under this section, abandon the application without further approval of the shareholders.
127(5.1)A corporation continued under the laws of another jurisdiction shall without delay send a notice to the Director that it has been continued under the laws of that jurisdiction.
127(6)Subject to subsection (1), upon receipt of notice satisfactory to him that the corporation has been continued under the laws of another jurisdiction, the Director shall file the notice and issue a certificate of discontinuance.
127(7)This Act ceases to apply to the corporation on the date shown in the certificate of discontinuance, which shall be dated the date upon which the corporation is continued under the laws of another jurisdiction.
127(8)A corporation shall not apply under subsection (1) to be continued as a body corporate under the laws of another jurisdiction unless those laws provide in effect that
(a) the property of the corporation continues to be the property of the body corporate;
(b) the body corporate continues to be liable for the obligations of the corporation;
(c) an existing cause of action, claim or liability to prosecution is unaffected;
(d) a civil, criminal or administrative action or proceeding pending by or against the corporation may be continued to be prosecuted by or against the body corporate; and
(e) a conviction against the corporation may be enforced against the body corporate or a ruling, order or judgment in favour of or against the corporation may be enforced by or against the body corporate.
2000, c.9, s.16; 2023, c.2, s.93; 2023, c.2, s.155
Certificate of discontinuance
127(1)Subject to subsection (8), a corporation may, if it is authorized by the shareholders in accordance with this section, and it establishes to the satisfaction of the Director that its proposed continuance in another jurisdiction will not adversely affect creditors or shareholders of the corporation, apply to the appropriate official or public body of another jurisdiction requesting that the corporation be continued as if it had been incorporated under the laws of that other jurisdiction.
127(2)A notice of a meeting of shareholders complying with section 87 shall be sent in accordance with that section to each shareholder and shall state that a dissenting shareholder may be entitled to be paid the fair value of his shares in accordance with section 131, but failure to make that statement does not invalidate a discontinuance under this Act.
127(3)Each share of the corporation carries the right to vote in respect of a continuance whether or not it otherwise carries the right to vote.
127(4)An application for continuance under subsection (1) becomes authorized when the shareholders voting thereon have approved of the continuance by a special resolution.
127(5)The directors of a corporation may, if authorized by the shareholders at the time of approving an application for continuance under this section, abandon the application without further approval of the shareholders.
127(6)Subject to subsection (1), upon receipt of notice satisfactory to him that the corporation has been continued under the laws of another jurisdiction, the Director shall file the notice and issue a certificate of discontinuance.
127(7)This Act ceases to apply to the corporation on the date shown in the certificate of discontinuance, which shall be dated the date upon which the corporation is continued under the laws of another jurisdiction.
127(8)A corporation shall not apply under subsection (1) to be continued as a body corporate under the laws of another jurisdiction unless those laws provide in effect that
(a) the property of the corporation continues to be the property of the body corporate;
(b) the body corporate continues to be liable for the obligations of the corporation;
(c) an existing cause of action, claim or liability to prosecution is unaffected;
(d) a civil, criminal or administrative action or proceeding pending by or against the corporation may be continued to be prosecuted by or against the body corporate; and
(e) a conviction against the corporation may be enforced against the body corporate or a ruling, order or judgment in favour of or against the corporation may be enforced by or against the body corporate.
2000, c.9, s.16
Certificate of discontinuance
127(1)Subject to subsection (8), a corporation may, if it is authorized by the shareholders in accordance with this section, and it establishes to the satisfaction of the Director that its proposed continuance in another jurisdiction will not adversely affect creditors or shareholders of the corporation, apply to the appropriate official or public body of another jurisdiction requesting that the corporation be continued as if it had been incorporated under the laws of that other jurisdiction.
127(2)A notice of a meeting of shareholders complying with section 87 shall be sent in accordance with that section to each shareholder and shall state that a dissenting shareholder may be entitled to be paid the fair value of his shares in accordance with section 131, but failure to make that statement does not invalidate a discontinuance under this Act.
127(3)Each share of the corporation carries the right to vote in respect of a continuance whether or not it otherwise carries the right to vote.
127(4)An application for continuance under subsection (1) becomes authorized when the shareholders voting thereon have approved of the continuance by a special resolution.
127(5)The directors of a corporation may, if authorized by the shareholders at the time of approving an application for continuance under this section, abandon the application without further approval of the shareholders.
127(6)Subject to subsection (1), upon receipt of notice satisfactory to him that the corporation has been continued under the laws of another jurisdiction, the Director shall file the notice and issue a certificate of discontinuance.
127(7)This Act ceases to apply to the corporation on the date shown in the certificate of discontinuance, which shall be dated the date upon which the corporation is continued under the laws of another jurisdiction.
127(8)A corporation shall not apply under subsection (1) to be continued as a body corporate under the laws of another jurisdiction unless those laws provide in effect that
(a) the property of the corporation continues to be the property of the body corporate;
(b) the body corporate continues to be liable for the obligations of the corporation;
(c) an existing cause of action, claim or liability to prosecution is unaffected;
(d) a civil, criminal or administrative action or proceeding pending by or against the corporation may be continued to be prosecuted by or against the body corporate; and
(e) a conviction against the corporation may be enforced against the body corporate or a ruling, order or judgment in favour of or against the corporation may be enforced by or against the body corporate.
2000, c.9, s.16