Acts and Regulations

C-13 - Companies Act

Section 18
Disposition versions

Full text
Company without capital stock
18(1)In any application for the incorporation of a company for charitable, philanthropic, temperance, religious, social, political, literary, educational, athletic or other like purposes or for the purpose of promoting economic development, or for the incorporation of a project company or an agricultural association, the application may, notwithstanding anything contained in this Act, ask for the embodying in the letters patent, which in such case shall be therein inserted, that the company shall hold all property both real and personal, and the profits and income arising therefrom, acquired by it by purchase, gift, bequest or otherwise in trust for the objects and purposes for which the company may be incorporated, and that no dividends shall be declared or paid on any capital stock of the company.
18(2)When in the application for incorporation of any company for charitable, philanthropic, temperance, religious, social, political, literary, educational, athletic or other like purposes or for the purpose of promoting economic development, or for the incorporation of a project company or an agricultural association, the applicants apply for incorporation without capital stock, the Director may by letters patent constitute the applicants and others who may become members thereof, a company with all the rights and powers of a company under this Act for all or any of the specified purposes or objects and the following provisions (a) to (j) both inclusive, as well as all other provisions of this Act not inconsistent therewith, unless otherwise specified in the letters patent, are applicable to every company so incorporated hereunder without capital stock, namely:
(a) the incorporators and such other persons as become registered members in accordance with the provisions of the letters patent or by-laws of the company constitute the company;
(b) the company shall not have any capital stock or issue any share certificates;
(c) the company shall cause a list of its members to be kept in a book to be provided for that purpose, which shall be known as the company registry, and shall at all times during business hours be open to the inspection of all members of the company and the Director or his representative;
(d) the company may, in the absence of other express provisions therefor in the letters patent, make by-laws to determine the qualification for membership and for the removal of the names of those members who may cease to be qualified;
(e) any person whose name is duly entered on the company registry is and continues to be a member until his name is duly removed therefrom pursuant to the provisions of the letters patent or by-laws of the company;
(f) a member whose name is removed from the registry pursuant to the provisions of the letters patent or the by-laws ceases to be a member from the date of such removal;
(g) the company may acquire real and personal property of an unlimited cost value and may hold, manage and turn the same to account for the purposes or objects for which the company is incorporated and may lease, let, mortgage, pledge or sell the same or any part thereof;
(h) the company shall not carry on any business or trade for the profit of its members;
(i) the members of the company shall not as such be liable for any debts or obligations of the company;
(j) no by-law of the company for the removal of the name of a member from the company registry has any force or effect whatever until approved of by at least two-thirds of the votes cast at a special general meeting of the members of the company duly called for considering the same.
R.S., c.33, s.18; 1954, c.28, s.1, 2, 3; O.C. 64-312; 1978, c.D-11.2, s.7; 1993, c.51, s.1; 1997, c.61, s.2; 2002, c.15, s.11; 2002, c.29, s.3; 2017, c.55, s.5
Company without capital stock
18(1)In any application for the incorporation of a company for charitable, philanthropic, temperance, religious, social, political, literary, educational, athletic or other like purposes or for the purpose of promoting economic development, or for the incorporation of a project company, the application may, notwithstanding anything contained in this Act, ask for the embodying in the letters patent, which in such case shall be therein inserted, that the company shall hold all property both real and personal, and the profits and income arising therefrom, acquired by it by purchase, gift, bequest or otherwise in trust for the objects and purposes for which the company may be incorporated, and that no dividends shall be declared or paid on any capital stock of the company.
18(2)When in the application for incorporation of any company for charitable, philanthropic, temperance, religious, social, political, literary, educational, athletic or other like purposes or for the purpose of promoting economic development, or for the incorporation of a project company, the applicants apply for incorporation without capital stock, the Director may by letters patent constitute the applicants and others who may become members thereof, a company with all the rights and powers of a company under this Act for all or any of the specified purposes or objects and the following provisions (a) to (j) both inclusive, as well as all other provisions of this Act not inconsistent therewith, unless otherwise specified in the letters patent, are applicable to every company so incorporated hereunder without capital stock, namely:
(a) the incorporators and such other persons as become registered members in accordance with the provisions of the letters patent or by-laws of the company constitute the company;
(b) the company shall not have any capital stock or issue any share certificates;
(c) the company shall cause a list of its members to be kept in a book to be provided for that purpose, which shall be known as the company registry, and shall at all times during business hours be open to the inspection of all members of the company and the Director or his representative;
(d) the company may, in the absence of other express provisions therefor in the letters patent, make by-laws to determine the qualification for membership and for the removal of the names of those members who may cease to be qualified;
(e) any person whose name is duly entered on the company registry is and continues to be a member until his name is duly removed therefrom pursuant to the provisions of the letters patent or by-laws of the company;
(f) a member whose name is removed from the registry pursuant to the provisions of the letters patent or the by-laws ceases to be a member from the date of such removal;
(g) the company may acquire real and personal property of an unlimited cost value and may hold, manage and turn the same to account for the purposes or objects for which the company is incorporated and may lease, let, mortgage, pledge or sell the same or any part thereof;
(h) the company shall not carry on any business or trade for the profit of its members;
(i) the members of the company shall not as such be liable for any debts or obligations of the company;
(j) no by-law of the company for the removal of the name of a member from the company registry has any force or effect whatever until approved of by at least two-thirds of the votes cast at a special general meeting of the members of the company duly called for considering the same.
R.S., c.33, s.18; 1954, c.28, s.1, 2, 3; O.C. 64-312; 1978, c.D-11.2, s.7; 1993, c.51, s.1; 1997, c.61, s.2; 2002, c.15, s.11; 2002, c.29, s.3
Company without capital stock
18(1)In any application for the incorporation of a company for charitable, philanthropic, temperance, religious, social, political, literary, educational, athletic or other like purposes or for the purpose of promoting economic development, or for the incorporation of a project company, the application may, notwithstanding anything contained in this Act, ask for the embodying in the letters patent, which in such case shall be therein inserted, that the company shall hold all property both real and personal, and the profits and income arising therefrom, acquired by it by purchase, gift, bequest or otherwise in trust for the objects and purposes for which the company may be incorporated, and that no dividends shall be declared or paid on any capital stock of the company.
18(2)When in the application for incorporation of any company for charitable, philanthropic, temperance, religious, social, political, literary, educational, athletic or other like purposes or for the purpose of promoting economic development, or for the incorporation of a project company, the applicants apply for incorporation without capital stock, the Director may by letters patent constitute the applicants and others who may become members thereof, a company with all the rights and powers of a company under this Act for all or any of the specified purposes or objects and the following provisions (a) to (j) both inclusive, as well as all other provisions of this Act not inconsistent therewith, unless otherwise specified in the letters patent, are applicable to every company so incorporated hereunder without capital stock, namely:
(a) the incorporators and such other persons as become registered members in accordance with the provisions of the letters patent or by-laws of the company constitute the company;
(b) the company shall not have any capital stock or issue any share certificates;
(c) the company shall cause a list of its members to be kept in a book to be provided for that purpose, which shall be known as the company registry, and shall at all times during business hours be open to the inspection of all members of the company and the Director or his representative;
(d) the company may, in the absence of other express provisions therefor in the letters patent, make by-laws to determine the qualification for membership and for the removal of the names of those members who may cease to be qualified;
(e) any person whose name is duly entered on the company registry is and continues to be a member until his name is duly removed therefrom pursuant to the provisions of the letters patent or by-laws of the company;
(f) a member whose name is removed from the registry pursuant to the provisions of the letters patent or the by-laws ceases to be a member from the date of such removal;
(g) the company may acquire real and personal property of an unlimited cost value and may hold, manage and turn the same to account for the purposes or objects for which the company is incorporated and may lease, let, mortgage, pledge or sell the same or any part thereof;
(h) the company shall not carry on any business or trade for the profit of its members;
(i) the members of the company shall not as such be liable for any debts or obligations of the company;
(j) no by-law of the company for the removal of the name of a member from the company registry has any force or effect whatever until approved of by at least two-thirds of the votes cast at a special general meeting of the members of the company duly called for considering the same.
R.S., c.33, s.18; 1954, c.28, s.1, 2, 3; O.C.64-312; 1978, c.D-11.2, s.7; 1993, c.51, s.1; 1997, c.61, s.2; 2002, c.15, s.11; 2002, c.29, s.3