Acts and Regulations

C-13 - Companies Act

Full text
Letters patent for extra-provincial company
26(1)Any company incorporated under the laws of any jurisdiction other than New Brunswick for any of the purposes and objects for which letters patent may be issued under this Act incorporating a club or association referred to in section 16 or a company referred to in section 18 and being at the time of the application a subsisting and valid company, may apply for letters patent under this Act and the Director, upon receiving satisfactory evidence that the Act of incorporation or charter of the company so applying is valid and subsisting and that the company is authorized by the laws of the jurisdiction in which it was incorporated and that no public interest in the Province will be prejudiced, may issue letters patent continuing such company as a company under this Act but limiting, if necessary, the purposes, objects and powers of the said company to such purposes, objects and powers as might have been granted had the company been originally incorporated under this Act; and thereupon the company is continued and is a body corporate and politic organized under the laws of this Province.
26(1.1)Notwithstanding any other provision of this Act or any provision of the Business Corporations Act, a body corporate that was incorporated under this Act and was continued as a corporation under paragraph 2(1)(c) of the Business Corporations Act may, if that body corporate was, immediately before it was continued under the Business Corporations Act, a fishing, sporting or literary club or association or a company incorporated for charitable, philanthropic, temperance, religious, social, political, literary, educational, athletic or other like purpose, and is at the time of the application a subsisting and valid corporation under the Business Corporations Act, apply for letters patent under this Act, and the Director may, upon receiving satisfactory evidence that the body corporate so applying is a valid and subsisting corporation under the Business Corporations Act and that no public interest in the Province will be prejudiced, issue letters patent continuing it as a company under this Act, but limiting the purposes, objects and powers of the company to such purposes, objects and powers for which letters patent may be issued under this Act.
26(1.2)The letters patent issued under subsection (1.1) shall contain the provisions for which the petition referred to in subsection 16(1) or the application referred to in subsection 18(1), as the case may be, may ask to be embodied in the letters patent.
26(1.3)On the date specified in the letters patent issued under subsection (1.1), the body corporate is continued as a company under this Act.
26(1.4)A body corporate that applies for letters patent under subsection (1.1) is not required to comply with section 27.
26(2)It is not necessary in any such application or in any such letters patent to set out the names of the shareholders.
26(3)After the issue of such letters patent the company shall be governed in all respects by the provisions of this Act and has all the ancillary and other powers given to a company incorporated under this Act.
26(4)All rights of creditors and others against the property, rights and assets of a company continued under this section and all liens upon its property, rights and assets are unimpaired by such continuation and none of its rights or property or other rights and none of its contracts or obligations shall be prejudicially affected by such continuation, nor shall the company be deemed to have been liquidated or dissolved.
R.S., c.33, s.26; 1966, c.40, s.1; 1978, c.D-11.2, s.7; 1981, c.12, s.5; 1989, c.9, s.1; 2002, c.15, s.13; 2002, c.29, s.3; 2023, c.2, s.168
Letters patent for extra-provincial company
26(1)Any company incorporated under the laws of any jurisdiction other than New Brunswick for any of the purposes and objects for which letters patent may be issued under this Act incorporating a club or association referred to in section 16 or a company referred to in section 18 and being at the time of the application a subsisting and valid company, may apply for letters patent under this Act and the Director, upon receiving satisfactory evidence that the Act of incorporation or charter of the company so applying is valid and subsisting and that the company is authorized by the laws of the jurisdiction in which it was incorporated and that no public interest in the Province will be prejudiced, may issue letters patent continuing such company as a company under this Act but limiting, if necessary, the purposes, objects and powers of the said company to such purposes, objects and powers as might have been granted had the company been originally incorporated under this Act; and thereupon the company is continued and is a body corporate and politic organized under the laws of this Province.
26(1.1)Notwithstanding any other provision of this Act or any provision of the Business Corporations Act, a body corporate that was incorporated under this Act and was continued as a corporation under paragraph 2(1)(c) of the Business Corporations Act may, if that body corporate was, immediately before it was continued under the Business Corporations Act, a fishing, sporting or literary club or association or a company incorporated for charitable, philanthropic, temperance, religious, social, political, literary, educational, athletic or other like purpose, and is at the time of the application a subsisting and valid corporation under the Business Corporations Act, apply for letters patent under this Act, and the Director may, upon receiving satisfactory evidence that the body corporate so applying is a valid and subsisting corporation under the Business Corporations Act and that no public interest in the Province will be prejudiced, issue letters patent continuing it as a company under this Act, but limiting the purposes, objects and powers of the company to such purposes, objects and powers for which letters patent may be issued under this Act.
26(1.2)The letters patent issued under subsection (1.1) shall contain the provisions for which the petition referred to in subsection 16(1) or the application referred to in subsection 18(1), as the case may be, may ask to be embodied in the letters patent.
26(1.3)On the date specified in the letters patent issued under subsection (1.1), the body corporate is continued as a company under this Act.
26(1.4)A body corporate that applies for letters patent under subsection (1.1) is not required to comply with section 27.
26(2)It is not necessary in any such application or in any such letters patent to set out the names of the shareholders.
26(3)After the issue of such letters patent the company shall be governed in all respects by the provisions of this Act and has all the ancillary and other powers given to a company incorporated under this Act.
26(4)All rights of creditors and others against the property, rights and assets of a company continued under this section and all liens upon its property, rights and assets are unimpaired by such continuation and none of its rights or property or other rights and none of its contracts or obligations shall be prejudicially affected by such continuation, nor shall the company be deemed to have been liquidated or dissolved.
R.S., c.33, s.26; 1966, c.40, s.1; 1978, c.D-11.2, s.7; 1981, c.12, s.5; 1989, c.9, s.1; 2002, c.15, s.13; 2002, c.29, s.3
Letters patent for extra-provincial company
26(1)Any company incorporated under the laws of any jurisdiction other than New Brunswick for any of the purposes and objects for which letters patent may be issued under this Act incorporating a club or association referred to in section 16 or a company referred to in section 18 and being at the time of the application a subsisting and valid company, may apply for letters patent under this Act and the Director, upon receiving satisfactory evidence that the Act of incorporation or charter of the company so applying is valid and subsisting and that the company is authorized by the laws of the jurisdiction in which it was incorporated and that no public interest in the Province will be prejudiced, may issue letters patent continuing such company as a company under this Act but limiting, if necessary, the purposes, objects and powers of the said company to such purposes, objects and powers as might have been granted had the company been originally incorporated under this Act; and thereupon the company is continued and is a body corporate and politic organized under the laws of this Province.
26(1.1)Notwithstanding any other provision of this Act or any provision of the Business Corporations Act, a body corporate that was incorporated under this Act and was continued as a corporation under paragraph 2(1)(c) of the Business Corporations Act may, if that body corporate was, immediately before it was continued under the Business Corporations Act, a fishing, sporting or literary club or association or a company incorporated for charitable, philanthropic, temperance, religious, social, political, literary, educational, athletic or other like purpose, and is at the time of the application a subsisting and valid corporation under the Business Corporations Act, apply for letters patent under this Act, and the Director may, upon receiving satisfactory evidence that the body corporate so applying is a valid and subsisting corporation under the Business Corporations Act and that no public interest in the Province will be prejudiced, issue letters patent continuing it as a company under this Act, but limiting the purposes, objects and powers of the company to such purposes, objects and powers for which letters patent may be issued under this Act.
26(1.2)The letters patent issued under subsection (1.1) shall contain the provisions for which the petition referred to in subsection 16(1) or the application referred to in subsection 18(1), as the case may be, may ask to be embodied in the letters patent.
26(1.3)On the date specified in the letters patent issued under subsection (1.1), the body corporate is continued as a company under this Act.
26(1.4)A body corporate that applies for letters patent under subsection (1.1) is not required to comply with section 27.
26(2)It is not necessary in any such application or in any such letters patent to set out the names of the shareholders.
26(3)After the issue of such letters patent the company shall be governed in all respects by the provisions of this Act and has all the ancillary and other powers given to a company incorporated under this Act.
26(4)All rights of creditors and others against the property, rights and assets of a company continued under this section and all liens upon its property, rights and assets are unimpaired by such continuation and none of its rights or property or other rights and none of its contracts or obligations shall be prejudicially affected by such continuation, nor shall the company be deemed to have been liquidated or dissolved.
R.S., c.33, s.26; 1966, c.40, s.1; 1978, c.D-11.2, s.7; 1981, c.12, s.5; 1989, c.9, s.1; 2002, c.15, s.13; 2002, c.29, s.3