Acts and Regulations

C-13 - Companies Act

Full text
Shares and certificates
13(1)The letters patent or any supplementary letters patent of a company may provide for the issue of shares of the capital stock of such company without any nominal or par value, except in the case of preferred stock having a preference as to principal; and if such preferred stock or any part thereof has a preference as to principal, the letters patent shall state the amount of such preferred stock having such preference, the particular character of such preference, and the amount of each share thereof which may be expressed in Canadian or other currency, or partly in one currency and partly in another.
13(2)The certificates of preferred shares having a preference as to principal shall state briefly the amount that the holder of any of such preferred shares is entitled to receive on account of principal from the assets of the company in preference to the holders of other shares, and shall state briefly any other rights or preferences given to the holder of such shares.
13(3)Each share of the capital stock without nominal or par value shall be equal to every other share of such capital stock, subject to the preferences, restrictions or other conditions attached to any other class of shares, if any, authorized to be issued.
13(4)Every certificate of shares without nominal or par value shall have plainly written or printed upon its face the number of such shares that it represents and the number of such shares that the company is authorized to issue, and no such certificate shall express any nominal or par value of such shares.
13(5)The issue and allotment of shares authorized by this section, other than shares of preferred stock having a preference as to principal, may be made from time to time for such consideration as may be prescribed in the letters patent, or as may be fixed by the board of directors pursuant to authority conferred in the letters patent or if the letters patent do not so provide, then by the consent of the holders of two-thirds of each class of shares then outstanding given at a meeting called for that purpose in the manner prescribed by by-law.
13(6)All shares issued as permitted by this section, for which the consideration has been paid, shall be deemed fully paid and non-assessable, and the holder of the shares is not liable to the company or to its creditors in respect thereof, but no such shares may be issued or allotted for a greater consideration than the maximum amount stated in the letters patent or supplementary letters patent or in a resolution passed by the directors for the purpose of increasing such maximum amount, as hereinafter provided.
13(7)The maximum aggregate amount for which the shares without nominal or par value may be issued or allotted may be increased from time to time by the directors of the company passing a resolution to increase such maximum amount to a stated amount, and the filing with the Director of a certificate of the due passing of such resolution, and the payment of the fee provided for such increase, whereupon the Director shall issue to the company a certificate that such maximum amount has been increased to the amount stated in the resolution, and shall give notice in The Royal Gazette of such maximum amount being so increased, the cost of the notice to be paid by the company.
13(8)The amount of capital of the company shall be not less than the aggregate amount of the consideration for the issue and allotment of the shares without nominal or par value from time to time outstanding, and in addition thereto an amount equal to the total par value of all other issued and outstanding shares of the capital stock of the company, and in no case shall the amount of capital with which a company carries on business be less than the sum of five hundred dollars expressed in Canadian currency or the equivalent value in any other currency.
R.S., c.33, s.13; O.C. 64-312; 1977, c.11, s.2; 1978, c.D-11.2, s.7; 1991, c.27, s.10; 2002, c.29, s.3
Shares and certificates
13(1)The letters patent or any supplementary letters patent of a company may provide for the issue of shares of the capital stock of such company without any nominal or par value, except in the case of preferred stock having a preference as to principal; and if such preferred stock or any part thereof has a preference as to principal, the letters patent shall state the amount of such preferred stock having such preference, the particular character of such preference, and the amount of each share thereof which may be expressed in Canadian or other currency, or partly in one currency and partly in another.
13(2)The certificates of preferred shares having a preference as to principal shall state briefly the amount that the holder of any of such preferred shares is entitled to receive on account of principal from the assets of the company in preference to the holders of other shares, and shall state briefly any other rights or preferences given to the holder of such shares.
13(3)Each share of the capital stock without nominal or par value shall be equal to every other share of such capital stock, subject to the preferences, restrictions or other conditions attached to any other class of shares, if any, authorized to be issued.
13(4)Every certificate of shares without nominal or par value shall have plainly written or printed upon its face the number of such shares that it represents and the number of such shares that the company is authorized to issue, and no such certificate shall express any nominal or par value of such shares.
13(5)The issue and allotment of shares authorized by this section, other than shares of preferred stock having a preference as to principal, may be made from time to time for such consideration as may be prescribed in the letters patent, or as may be fixed by the board of directors pursuant to authority conferred in the letters patent or if the letters patent do not so provide, then by the consent of the holders of two-thirds of each class of shares then outstanding given at a meeting called for that purpose in the manner prescribed by by-law.
13(6)All shares issued as permitted by this section, for which the consideration has been paid, shall be deemed fully paid and non-assessable, and the holder of the shares is not liable to the company or to its creditors in respect thereof, but no such shares may be issued or allotted for a greater consideration than the maximum amount stated in the letters patent or supplementary letters patent or in a resolution passed by the directors for the purpose of increasing such maximum amount, as hereinafter provided.
13(7)The maximum aggregate amount for which the shares without nominal or par value may be issued or allotted may be increased from time to time by the directors of the company passing a resolution to increase such maximum amount to a stated amount, and the filing with the Director of a certificate of the due passing of such resolution, and the payment of the fee provided for such increase, whereupon the Director shall issue to the company a certificate that such maximum amount has been increased to the amount stated in the resolution, and shall give notice in The Royal Gazette of such maximum amount being so increased, the cost of the notice to be paid by the company.
13(8)The amount of capital of the company shall be not less than the aggregate amount of the consideration for the issue and allotment of the shares without nominal or par value from time to time outstanding, and in addition thereto an amount equal to the total par value of all other issued and outstanding shares of the capital stock of the company, and in no case shall the amount of capital with which a company carries on business be less than the sum of five hundred dollars expressed in Canadian currency or the equivalent value in any other currency.
R.S., c.33, s.13; O.C.64-312; 1977, c.11, s.2; 1978, c.D-11.2, s.7; 1991, c.27, s.10; 2002, c.29, s.3