Acts and Regulations

C-13 - Companies Act

Full text
Ancillary powers of a company
14(1)A company to which this Act applies shall have, as incidental and ancillary to its powers, power to
(a) carry on any other business whether manufacturing or otherwise which may seem to the company capable of being conveniently carried on in connection with its business or calculated directly or indirectly to enhance the value of or render profitable any of the company’s property or rights;
(b) acquire or undertake the whole or any part of the business, property and liabilities of any person or company carrying on any business which the company is authorized to carry on, or possessed of property suitable for the purposes of the company;
(c) apply for, purchase or otherwise acquire any patents, licences, concessions and the like, conferring any exclusive or non-exclusive or limited right to use, or any secret or other information as to any invention that may seem capable of being used for any of the purposes of the company or the acquisition of which may seem calculated directly or indirectly to benefit the company, and to use, exercise, develop or grant licences in respect of, or otherwise turn to account the property rights or information so acquired;
(d) enter into partnership or into any arrangement for sharing of profits, union of interests, co-operation, joint adventure, reciprocal concession or otherwise with any person or company carrying on or engaged in or about to carry on or engage in any business or transaction that the company is authorized to carry on or engage in or any business or transaction capable of being conducted so as directly or indirectly to benefit the company; and to lend money to guarantee the contracts of, or otherwise assist, any such person or company and to take or otherwise acquire shares and securities of any such company, and to sell, hold, re-issue, with or without guarantee, or otherwise deal with the same;
(e) take or otherwise acquire and hold shares in any other company having objects altogether or in part similar to those of the company or carrying on any business capable of being conducted so as directly or indirectly to benefit the company;
(f) enter into any arrangements with any authorities, municipal, local or otherwise, that may seem conducive to the company’s objects, or any of them, and obtain from any such authority any rights, privileges and concessions that the company may think it desirable to obtain, and carry out, exercise and comply with any such arrangements, rights, privileges and concessions;
(g) establish and support or aid in the establishment and support of associations, institutions, funds, trusts and conveniences calculated to benefit employees or ex-employees of the company or its predecessors in business or the dependents or connections of such persons, grant pensions and allowances and make payments towards insurance, and subscribe or guarantee money for charitable or benevolent objects, or for any exhibition or for any public, general or useful object;
(h) promote any company or companies for the purpose of acquiring all or any of the property and liabilities of the company, or for any other purpose that may seem directly or indirectly calculated to benefit the company;
(i) purchase, take on lease or in exchange, hire, and otherwise acquire and hold, sell, and subject to section 81 mortgage, hypothecate, convey or otherwise deal with any real and personal property and any rights or privileges that the company may think necessary or convenient for the purposes of its business and in particular any land, buildings, easements, machinery, plant and stock in trade;
(j) construct, improve, maintain, work, manage, carry out or control any roads, ways, tramways, branches or sidings, bridges, reservoirs, water-courses, wharves, manufactories, warehouses, electric works, shops, stores, and other works and conveniences that may seem calculated directly or indirectly to advance the company’s interests and contribute to, subsidize, or otherwise assist or take part in the construction, improvement, maintenance, working management, carrying out or control thereof;
(k) lend money to customers and others having dealings with the company and to guarantee the performance of contracts by any such persons;
(l) draw, make, accept, endorse, discount, execute and issue promissory notes, bills of exchange, bills of lading, warrants and other negotiable or transferable instruments;
(m) sell or dispose of the undertaking of the company or any part thereof for such consideration as the company may think fit, and in particular for shares, debentures or securities of any other company having objects altogether or in part similar to those of the company;
(n) apply for, secure, acquire by assignment, transfer, purchase or otherwise, and to exercise, carry out and enjoy any charter, licence, power, authority, franchise, concession, right or privilege, that any government or authority or any corporation or other public body may be empowered to grant, and to pay for, aid in and contribute towards carrying the same into effect, and to appropriate any of the company’s shares, bonds and assets to defray the necessary costs, charges and expenses thereof;
(o) procure the company to be registered and recognized in any place outside New Brunswick, and to designate persons therein according to the laws of such place, to represent the company, and to accept service for and on behalf of the company of any process or suit;
(p) remunerate any person or company for services rendered, or to be rendered, in placing or assisting to place or guaranteeing the placing of any of the shares in the company’s capital or any debentures, debenture stock or other securities of the company, or in or about the formation or promotion of the company or the conduct of its business;
(q) raise and assist in raising money for and to aid by way of bonus, loan, promise, endorsement, guarantee or otherwise any other company with which the company may have business relations or any of whose shares, debentures or other obligations are held by the company and to guarantee the performance or fulfilment of any contract or obligation of any such company or of any person with whom the company may have business relations and in particular to guarantee the payment of the principal of and interest on debentures or other securities, mortgages and liabilities of any such company;
(r) adopt such means of making known the products of the company as may seem expedient, and in particular by advertising, by purchase and exhibition of works of art or interest, by publication of books and periodicals and by granting prizes, rewards and donations;
(s) sell, improve, manage, develop, exchange, lease, dispose of, turn to account or otherwise deal with all or any part of the property and rights of the company;
(t) issue and allot fully or partly paid shares of the capital of the company in payment or part payment of any property purchased or otherwise acquired by the company, or of any services rendered to the company;
(u) distribute among the shareholders of the company in kind, specie or otherwise, any property or assets of the company including any proceeds of the sale or disposal of any property of the company and in particular any shares, debentures, or other securities of or in any other company belonging to the company or of which it may have power to dispose; if such distribution is made for the purpose of enabling the company to surrender its charter under the provisions of this Act, or the distribution, apart from the provisions of this paragraph, would have been lawful if made in cash;
(v) pay out of the funds of the company all or any of the expenses of or incidental to the formation and organization thereof, or that the company may consider to be preliminary;
(w) establish agencies and branches;
(x) invest and deal with the money of the company not immediately required in such manner as may be determined;
(y) take or hold mortgages, hypothecs, liens and charges to secure payment of the purchase price, or for any unpaid balance of the purchase price of any part of the company’s property of whatsoever kind sold by the company, or any money due to the company from purchasers and others and to sell or otherwise dispose of said mortgages, hypothecs, liens and charges;
(z) do all or any of the above things and all things authorized by the letters patent or supplementary letters patent as principals, agents, contractors, trustees or otherwise and either alone or in conjunction with others;
(aa) do all such other things as are incidental or conducive to the attainment of the above objects and of the objects set out in the letters patent and supplementary letters patent.
14(2)All or any of the powers set out in subsection (1) may be withheld by the letters patent or supplementary letters patent.
14(3)Nothing in this section prevents the inclusion in the letters patent or supplementary letters patent of a company of other powers in addition to or in modification of the powers mentioned in subsection (1).
R.S., c.33, s.14; 1956, c.24, s.1
Ancillary powers of a company
14(1)A company to which this Act applies shall have, as incidental and ancillary to its powers, power to
(a) carry on any other business whether manufacturing or otherwise which may seem to the company capable of being conveniently carried on in connection with its business or calculated directly or indirectly to enhance the value of or render profitable any of the company’s property or rights;
(b) acquire or undertake the whole or any part of the business, property and liabilities of any person or company carrying on any business which the company is authorized to carry on, or possessed of property suitable for the purposes of the company;
(c) apply for, purchase or otherwise acquire any patents, licences, concessions and the like, conferring any exclusive or non-exclusive or limited right to use, or any secret or other information as to any invention that may seem capable of being used for any of the purposes of the company or the acquisition of which may seem calculated directly or indirectly to benefit the company, and to use, exercise, develop or grant licences in respect of, or otherwise turn to account the property rights or information so acquired;
(d) enter into partnership or into any arrangement for sharing of profits, union of interests, co-operation, joint adventure, reciprocal concession or otherwise with any person or company carrying on or engaged in or about to carry on or engage in any business or transaction that the company is authorized to carry on or engage in or any business or transaction capable of being conducted so as directly or indirectly to benefit the company; and to lend money to guarantee the contracts of, or otherwise assist, any such person or company and to take or otherwise acquire shares and securities of any such company, and to sell, hold, re-issue, with or without guarantee, or otherwise deal with the same;
(e) take or otherwise acquire and hold shares in any other company having objects altogether or in part similar to those of the company or carrying on any business capable of being conducted so as directly or indirectly to benefit the company;
(f) enter into any arrangements with any authorities, municipal, local or otherwise, that may seem conducive to the company’s objects, or any of them, and obtain from any such authority any rights, privileges and concessions that the company may think it desirable to obtain, and carry out, exercise and comply with any such arrangements, rights, privileges and concessions;
(g) establish and support or aid in the establishment and support of associations, institutions, funds, trusts and conveniences calculated to benefit employees or ex-employees of the company or its predecessors in business or the dependents or connections of such persons, grant pensions and allowances and make payments towards insurance, and subscribe or guarantee money for charitable or benevolent objects, or for any exhibition or for any public, general or useful object;
(h) promote any company or companies for the purpose of acquiring all or any of the property and liabilities of the company, or for any other purpose that may seem directly or indirectly calculated to benefit the company;
(i) purchase, take on lease or in exchange, hire, and otherwise acquire and hold, sell, and subject to section 81 mortgage, hypothecate, convey or otherwise deal with any real and personal property and any rights or privileges that the company may think necessary or convenient for the purposes of its business and in particular any land, buildings, easements, machinery, plant and stock in trade;
(j) construct, improve, maintain, work, manage, carry out or control any roads, ways, tramways, branches or sidings, bridges, reservoirs, water-courses, wharves, manufactories, warehouses, electric works, shops, stores, and other works and conveniences that may seem calculated directly or indirectly to advance the company’s interests and contribute to, subsidize, or otherwise assist or take part in the construction, improvement, maintenance, working management, carrying out or control thereof;
(k) lend money to customers and others having dealings with the company and to guarantee the performance of contracts by any such persons;
(l) draw, make, accept, endorse, discount, execute and issue promissory notes, bills of exchange, bills of lading, warrants and other negotiable or transferable instruments;
(m) sell or dispose of the undertaking of the company or any part thereof for such consideration as the company may think fit, and in particular for shares, debentures or securities of any other company having objects altogether or in part similar to those of the company;
(n) apply for, secure, acquire by assignment, transfer, purchase or otherwise, and to exercise, carry out and enjoy any charter, licence, power, authority, franchise, concession, right or privilege, that any government or authority or any corporation or other public body may be empowered to grant, and to pay for, aid in and contribute towards carrying the same into effect, and to appropriate any of the company’s shares, bonds and assets to defray the necessary costs, charges and expenses thereof;
(o) procure the company to be registered and recognized in any place outside New Brunswick, and to designate persons therein according to the laws of such place, to represent the company, and to accept service for and on behalf of the company of any process or suit;
(p) remunerate any person or company for services rendered, or to be rendered, in placing or assisting to place or guaranteeing the placing of any of the shares in the company’s capital or any debentures, debenture stock or other securities of the company, or in or about the formation or promotion of the company or the conduct of its business;
(q) raise and assist in raising money for and to aid by way of bonus, loan, promise, endorsement, guarantee or otherwise any other company with which the company may have business relations or any of whose shares, debentures or other obligations are held by the company and to guarantee the performance or fulfilment of any contract or obligation of any such company or of any person with whom the company may have business relations and in particular to guarantee the payment of the principal of and interest on debentures or other securities, mortgages and liabilities of any such company;
(r) adopt such means of making known the products of the company as may seem expedient, and in particular by advertising, by purchase and exhibition of works of art or interest, by publication of books and periodicals and by granting prizes, rewards and donations;
(s) sell, improve, manage, develop, exchange, lease, dispose of, turn to account or otherwise deal with all or any part of the property and rights of the company;
(t) issue and allot fully or partly paid shares of the capital of the company in payment or part payment of any property purchased or otherwise acquired by the company, or of any services rendered to the company;
(u) distribute among the shareholders of the company in kind, specie or otherwise, any property or assets of the company including any proceeds of the sale or disposal of any property of the company and in particular any shares, debentures, or other securities of or in any other company belonging to the company or of which it may have power to dispose; if such distribution is made for the purpose of enabling the company to surrender its charter under the provisions of this Act, or the distribution, apart from the provisions of this paragraph, would have been lawful if made in cash;
(v) pay out of the funds of the company all or any of the expenses of or incidental to the formation and organization thereof, or that the company may consider to be preliminary;
(w) establish agencies and branches;
(x) invest and deal with the money of the company not immediately required in such manner as may be determined;
(y) take or hold mortgages, hypothecs, liens and charges to secure payment of the purchase price, or for any unpaid balance of the purchase price of any part of the company’s property of whatsoever kind sold by the company, or any money due to the company from purchasers and others and to sell or otherwise dispose of said mortgages, hypothecs, liens and charges;
(z) do all or any of the above things and all things authorized by the letters patent or supplementary letters patent as principals, agents, contractors, trustees or otherwise and either alone or in conjunction with others;
(aa) do all such other things as are incidental or conducive to the attainment of the above objects and of the objects set out in the letters patent and supplementary letters patent.
14(2)All or any of the powers set out in subsection (1) may be withheld by the letters patent or supplementary letters patent.
14(3)Nothing in this section prevents the inclusion in the letters patent or supplementary letters patent of a company of other powers in addition to or in modification of the powers mentioned in subsection (1).
R.S., c.33, s.14; 1956, c.24, s.1