Application for continuance
29.1(1)Subject to subsection (4), a company incorporated by letters patent or by special Act may, if it is authorized by the shareholders in accordance with this section and if it establishes to the satisfaction of the Director that its proposed continuation in another jurisdiction will not adversely affect creditors or shareholders of the company, apply to the appropriate official or public body of another jurisdiction requesting that the company be continued as if it had been incorporated under the laws of the other jurisdiction.
29.1(2)An application for continuance is authorized when two-thirds of the shareholders voting thereon have approved of the continuance.
29.1(3)Upon receipt of a notice satisfactory to him that the company has been continued under the laws of another jurisdiction, the Director shall cause a notice to be published in
The Royal Gazette declaring that the company is discontinued and this Act ceases to apply to the company on the date shown in that notice of discontinuance.
29.1(4)A company shall not apply to be continued as a company under the laws of another jurisdiction unless those laws provide in effect that
(a)
the property of the discontinued company continues to be the property of the continued company;
(b)
the continued company continues to be liable for the obligations of the discontinued company;
(c)
an existing cause of action, claim or liability to prosecution is unaffected;
(d)
a civil, criminal or administrative action or proceeding pending by or against the discontinued company may be continued to be prosecuted by or against the continued company; and
(e)
a conviction against the discontinued company may be enforced against the continued company or a ruling, order or judgment in favour of or against the discontinued company may be enforced by or against the continued company.
1981, c.12, s.6; 1991, c.27, s.10; 2002, c.15, s.14; 2002, c.29, s.3