Acts and Regulations

C-13 - Companies Act

Section 58
Disposition versions

Full text
Creation of preferred or deferred shares
58(1)The directors of the company, where no provision is made by letters patent or supplementary letters patent for the creation of either preferred stock or deferred stock, may make by-laws
(a) for creating and issuing any part of the capital stock as preferred stock or deferred stock, giving the same such preference and priority with respect to dividends and in any other respect over ordinary stock or other classes of preferred stock or deferred stock, and also prescribing such restrictions with respect to voting rights and in any other respect as is by such by-law declared, and
(b) for the conversion of preference shares into common shares or any class of shares into any other class.
58(2)Such by-laws may provide that the holders of shares of such preferred or deferred stock have the right to select a certain stated proportion of the Board of Directors or may give them such other control or may so limit their control over the affairs of the company as is considered expedient or may provide for the purchase or redemption of such shares by the company as therein set out; but any term or provision of such by-laws; whereby the rights of holders of such shares are limited or restricted, shall be fully set out in the certificate of such shares, and in the event of any such limitations and restrictions not being so set out they shall not be deemed to qualify the rights of the holders thereof.
58(3)Unless preference shares or deferred shares are issued subject to redemption or conversion, they are not subject to redemption or conversion without the consent of the holders thereof.
58(4)No such by-law has any force or effect whatever until after it has been sanctioned by at least two-thirds of the votes cast at a special general meeting of the shareholders of the company duly called for considering the same, and been confirmed by supplementary letters patent.
R.S., c.33, s.58
Creation of preferred or deferred shares
58(1)The directors of the company, where no provision is made by letters patent or supplementary letters patent for the creation of either preferred stock or deferred stock, may make by-laws
(a) for creating and issuing any part of the capital stock as preferred stock or deferred stock, giving the same such preference and priority with respect to dividends and in any other respect over ordinary stock or other classes of preferred stock or deferred stock, and also prescribing such restrictions with respect to voting rights and in any other respect as is by such by-law declared, and
(b) for the conversion of preference shares into common shares or any class of shares into any other class.
58(2)Such by-laws may provide that the holders of shares of such preferred or deferred stock have the right to select a certain stated proportion of the Board of Directors or may give them such other control or may so limit their control over the affairs of the company as is considered expedient or may provide for the purchase or redemption of such shares by the company as therein set out; but any term or provision of such by-laws; whereby the rights of holders of such shares are limited or restricted, shall be fully set out in the certificate of such shares, and in the event of any such limitations and restrictions not being so set out they shall not be deemed to qualify the rights of the holders thereof.
58(3)Unless preference shares or deferred shares are issued subject to redemption or conversion, they are not subject to redemption or conversion without the consent of the holders thereof.
58(4)No such by-law has any force or effect whatever until after it has been sanctioned by at least two-thirds of the votes cast at a special general meeting of the shareholders of the company duly called for considering the same, and been confirmed by supplementary letters patent.
R.S., c.33, s.58