Acts and Regulations

B-9.1 - Business Corporations Act

Section 4
Disposition versions

Full text
Articles of incorporation
4(1)Articles of incorporation shall be in the form provided by the Director and shall set out, in respect of the proposed corporation,
(a) the name of the corporation;
(b) Repealed: 1993, c.52, s.2
(c) the classes and any maximum number of shares that the corporation is authorized to issue and any maximum aggregate amount for which such shares may be issued, and
(i) if there will be two or more classes of shares, the rights, privileges, restrictions and conditions attaching to each class of shares,
(ii) if a class of shares may be issued in series, the authority given to the directors to fix the number of shares in, and to determine the designation of, and the rights, privileges, restrictions and conditions attaching to, the shares of each series,
(iii) if the shares will be of one kind only, the par value of each share or a statement that the shares are without par value, and
(iv) if the shares are of both kinds, any maximum number of shares of each kind, the par value of each share having par value and a statement that the other kind of shares are without par value;
(d) if the issue, transfer or ownership of the shares of the corporation is to be restricted, a statement to that effect and a statement as to the nature of the restrictions;
(e) the number of directors or any minimum and maximum number of directors of the corporation; and
(f) any restrictions on the businesses that the corporation may carry on.
4(2)The articles may set out any provisions permitted by this Act or by law to be set out in the by-laws of the corporation or a unanimous shareholder agreement.
4(3)Subject to subsection (4), if the articles or a unanimous shareholder agreement require a greater number of votes of directors or shareholders than that required by this Act to effect any action, the provisions of the articles or of the unanimous shareholder agreement prevail.
4(4)The articles may not require a greater number of votes of shareholders to remove a director than the number required by subsection 65(6).
1983, c.15, s.2; 1993, c.52, s.2; 2014, c.50, s.1; 2023, c.2, s.5; 2023, c.2, s.155; 2023, c.2, s.156
Articles of incorporation
4(1)Articles of incorporation shall be in the form provided by the Director and shall set out, in respect of the proposed corporation,
(a) the name of the corporation;
(b) Repealed: 1993, c.52, s.2
(c) the classes and any maximum number of shares that the corporation is authorized to issue and any maximum aggregate amount for which such shares may be issued, and
(i) if there will be two or more classes of shares, the rights, privileges, restrictions and conditions attaching to each class of shares,
(ii) if a class of shares may be issued in series, the authority given to the directors to fix the number of shares in, and to determine the designation of, and the rights, privileges, restrictions and conditions attaching to, the shares of each series,
(iii) if the shares will be of one kind only, the par value of each share or a statement that the shares are without par value, and
(iv) if the shares are of both kinds, any maximum number of shares of each kind, the par value of each share having par value and a statement that the other kind of shares are without par value;
(d) if the right to transfer shares of the corporation is to be restricted, a statement that the right to transfer shares is restricted and the nature of such restrictions;
(e) the number of directors or any minimum and maximum number of directors of the corporation; and
(f) any restrictions on the businesses that the corporation may carry on.
4(2)The articles may set out any provisions permitted by this Act or by law to be set out in the by-laws of the corporation or a unanimous shareholder agreement.
4(3)Subject to subsection (4), if the articles or a unanimous shareholder agreement require a greater number of votes of directors or shareholders than that required by this Act to effect any action, the provisions of the articles or of the unanimous shareholder agreement prevail.
4(4)The articles may not require a greater number of votes of shareholders to remove a director than the number required by subsection 65(6).
1983, c.15, s.2; 1993, c.52, s.2; 2014, c.50, s.1
Articles of incorporation
4(1)Articles of incorporation shall follow the prescribed form and shall set out, in respect of the proposed corporation,
(a) the name of the corporation;
(b) Repealed: 1993, c.52, s.2
(c) the classes and any maximum number of shares that the corporation is authorized to issue and any maximum aggregate amount for which such shares may be issued, and
(i) if there will be two or more classes of shares, the rights, privileges, restrictions and conditions attaching to each class of shares,
(ii) if a class of shares may be issued in series, the authority given to the directors to fix the number of shares in, and to determine the designation of, and the rights, privileges, restrictions and conditions attaching to, the shares of each series,
(iii) if the shares will be of one kind only, the par value of each share or a statement that the shares are without par value, and
(iv) if the shares are of both kinds, any maximum number of shares of each kind, the par value of each share having par value and a statement that the other kind of shares are without par value;
(d) if the right to transfer shares of the corporation is to be restricted, a statement that the right to transfer shares is restricted and the nature of such restrictions;
(e) the number of directors or any minimum and maximum number of directors of the corporation; and
(f) any restrictions on the businesses that the corporation may carry on.
4(2)The articles may set out any provisions permitted by this Act or by law to be set out in the by-laws of the corporation or a unanimous shareholder agreement.
4(3)Subject to subsection (4), if the articles or a unanimous shareholder agreement require a greater number of votes of directors or shareholders than that required by this Act to effect any action, the provisions of the articles or of the unanimous shareholder agreement prevail.
4(4)The articles may not require a greater number of votes of shareholders to remove a director than the number required by subsection 65(6).
1983, c.15, s.2; 1993, c.52, s.2
Articles of incorporation
4(1)Articles of incorporation shall follow the prescribed form and shall set out, in respect of the proposed corporation,
(a) the name of the corporation;
(b) Repealed: 1993, c.52, s.2
(c) the classes and any maximum number of shares that the corporation is authorized to issue and any maximum aggregate amount for which such shares may be issued, and
(i) if there will be two or more classes of shares, the rights, privileges, restrictions and conditions attaching to each class of shares,
(ii) if a class of shares may be issued in series, the authority given to the directors to fix the number of shares in, and to determine the designation of, and the rights, privileges, restrictions and conditions attaching to, the shares of each series,
(iii) if the shares will be of one kind only, the par value of each share or a statement that the shares are without par value, and
(iv) if the shares are of both kinds, any maximum number of shares of each kind, the par value of each share having par value and a statement that the other kind of shares are without par value;
(d) if the right to transfer shares of the corporation is to be restricted, a statement that the right to transfer shares is restricted and the nature of such restrictions;
(e) the number of directors or any minimum and maximum number of directors of the corporation; and
(f) any restrictions on the businesses that the corporation may carry on.
4(2)The articles may set out any provisions permitted by this Act or by law to be set out in the by-laws of the corporation or a unanimous shareholder agreement.
4(3)Subject to subsection (4), if the articles or a unanimous shareholder agreement require a greater number of votes of directors or shareholders than that required by this Act to effect any action, the provisions of the articles or of the unanimous shareholder agreement prevail.
4(4)The articles may not require a greater number of votes of shareholders to remove a director than the number required by subsection 65(6).
1983, c.15, s.2; 1993, c.52, s.2