1(1)In this Act

1(2)For the purposes of this Act,

1(3)For the purposes of this Act, a body corporate shall be deemed to be controlled by a person if shares of the body corporate carrying voting rights sufficient to elect a majority of the directors of the body corporate are held, directly or indirectly, other than by way of security only, by or on behalf of that person.

1(4)A body corporate is the holding body corporate of another if that other body corporate is its subsidiary.

1(5)A body corporate is a subsidiary of another body corporate if

2(1)This Act, except where it is otherwise expressly provided, applies to

2(2)This Act, except where it is otherwise expressly provided, does not apply to a body corporate incorporated under the Agricultural Associations Act or the Co-operative Associations Act or to a body corporate incorporated or continued under the Credit Unions Act.

2(3)A body corporate incorporated or continued under the Companies Act, except a body corporate to which section 16 or 18 of the Companies Act applies or which is incorporated under or subject to Part II of that Act, may apply for a certificate of continuance under section 192.

2(4)A body corporate incorporated under a special Act of the Legislature with share capital may apply for a certificate of continuance under section 192.

2(5)Notwithstanding any other provision of this Act, where a body corporate incorporated under letters patent or special Act of the Legislature is continued or deemed to have been continued under this Act, any provisions in the letters patent, special Act or supplementary letters patent, and any powers of the body corporate, which are valid immediately before the coming into force of this Act continue to be valid and to have effect, but any amendments thereto shall be made in accordance with this Act.

2(6)An extra-provincial corporation is subject to Part XVII only.

2(7)The Winding Up Act and the Companies Act do not apply to a corporation to which this Act applies.

2(8)This Act does not apply

3(1)One or more individuals no one of whom

3(2)One or more bodies corporate may incorporate a corporation by signing articles of incorporation and complying with section 4.

4(1)Articles of incorporation shall be in the form provided by the Director and shall set out, in respect of the proposed corporation,

4(2)The articles may set out any provisions permitted by this Act or by law to be set out in the by-laws of the corporation or a unanimous shareholder agreement.

4(3)Subject to subsection (4), if the articles or a unanimous shareholder agreement require a greater number of votes of directors or shareholders than that required by this Act to effect any action, the provisions of the articles or of the unanimous shareholder agreement prevail.

4(4)The articles may not require a greater number of votes of shareholders to remove a director than the number required by subsection 65(6).

7(1)A corporation comes into existence on the date shown in the certificate of incorporation.

7(2)A certificate of incorporation is conclusive proof for the purposes of this Act and for all other purposes

8(1)The word “Limited”, “Limitée”, “Incorporated”, “Incorporée”, or “Corporation” or the abbreviation “Ltd.”, “Ltée”, “Inc.” or “Corp.” shall be part, other than only in a figurative or descriptive sense, of the name of every corporation but a corporation may use and may be legally designated by either the full or the abbreviated form.

8(2)The Director may exempt a body corporate continued as a corporation under this Act from the provisions of subsection (1).

8(3)Subject to subsection 10(1), a corporation may set out its name in its articles in an English form, a French form, an English form and a French form or in a combined English and French form and it may use and may be legally designated by any such form.

8(4)Subject to subsection 10(1), a corporation may, for use outside Canada, set out its name in its articles in any language form and it may use and may be legally designated by its name in any such form outside Canada.

8(5)A corporation shall set out its name in legible characters in all contracts, invoices, negotiable instruments and orders for goods or services issued or made by or on behalf of the corporation.

8(6)Subject to subsection (5), a corporation may carry on business under or identify itself by a name other than its corporate name if it has registered under the Partnerships and Business Names Registration Act.

9(1)The Director may, upon request, reserve for ninety days a name for an intended corporation or for a corporation about to change its name.

9(2)If requested to do so by the incorporator or a corporation, the Director shall assign to the corporation as its name a designating number determined by the Director.

10(1)A corporation shall not be incorporated with, continued with or have a name

10(2)If, through inadvertence or otherwise, a corporation

10(3)When a corporation has been directed under subsection (2) to change its name and has not within sixty days from the service of the directive to that effect changed its name to a name that complies with this Act, the Director may revoke the name of the corporation and assign to it a name and, until changed in accordance with section 113, the name of the corporation is thereafter the name so assigned.

10(4)When a corporation gives an undertaking to change its name and does not carry out the undertaking or dissolve within the time specified, the Director may, after giving the corporation an opportunity to be heard, revoke the name of the corporation and assign to it a name and, until changed in accordance with section 113, the name of the corporation is thereafter the name so assigned.

10(5)When a person who is not a corporation gives an undertaking to change the name under which that person carries on business and does not carry out the undertaking or cease to carry on business under that name within the time specified, the Director may, after giving the corporation that acquired the name by virtue of the undertaking an opportunity to be heard, revoke the name of the corporation and assign to it a name and, until changed in accordance with section 113, the name of the corporation is thereafter the name so assigned.

11(1)When a corporation has had its name changed by the Director under subsection 10(2) or revoked and a name assigned to it under subsection 10(3), (4) or (5), the Director shall issue a certificate of amendment showing the new name of the corporation and shall forthwith give notice of the change of name in The Royal Gazette.

11(2)The articles of the corporation are amended accordingly on the date shown in the certificate of amendment.

12(1)Except as provided in this section, a person who enters into a contract in the name of or purportedly on behalf of a corporation before it comes into existence is personally bound by the contract and is entitled to the benefits thereof.

12(2)A corporation may, within a reasonable time after it comes into existence, by any action or conduct signifying its intention to be bound thereby, adopt an oral or written contract made before it came into existence in its name or on its behalf, and upon such adoption

12(3)Except as provided in subsection (4), whether or not an oral or written contract made before the coming into existence of a corporation is adopted by the corporation, a party to the contract may apply, within a reasonable time after the date of incorporation of such corporation, to the Court for an order fixing obligations under the contract as joint or joint and several or apportioning liability between or among the corporation and a person who purported to act in the name of or on behalf of the corporation and upon such application the Court may make any order it thinks fit.

12(4)If expressly so provided in the oral or written contract, a person who purported to act in the name of or on behalf of the corporation before it came into existence is not bound by the contract or entitled to the benefits thereof.

13(1)A corporation has the capacity and, subject to this Act, the rights, powers and privileges of a natural person.

13(2)A corporation has the capacity to carry on its business, conduct its affairs and exercise its powers outside New Brunswick.

13(3)No corporation shall have the capacity

13(4)Paragraphs (3)(a.2) and (a.3) do not apply so as to restrict a professional corporation as defined in the Law Society Act, 1996 in relation to the practice of law or the provision of services directly associated with the practice of law.

14(1)It is not necessary for a by-law to be passed in order to confer any particular power on the corporation or its directors.

14(2)A corporation shall not carry on any business or exercise any power that it is restricted by its articles from carrying on or exercising, nor shall the corporation exercise any of its powers in a manner contrary to its articles.

14(3)No act of a corporation, including any transfer of property to or by a corporation, is invalid by reason only that the act or transfer is contrary to its articles or this Act.

17(1)A corporation shall at all times have a registered office within New Brunswick.

17(2)A notice of registered office shall be sent to the Director in the form provided by the Director together with any articles of incorporation, continuance or amalgamation and, if applicable, any articles of arrangement or reorganization.

17(3)Unless the articles otherwise provide, the directors of a corporation may change the place or address of the registered office.

17(4)A corporation shall file with the Director, within fifteen days after any change in the place or address of its registered office, a notice in the form provided by the Director.

18(1)A corporation shall prepare and maintain, at its registered office or at any other place in New Brunswick designated by the directors, records containing

18(2)In addition to the records described in subsection (1), a corporation shall prepare and maintain adequate accounting records and records containing minutes of meetings and resolutions of the directors and any committees thereof.

18(3)For the purposes of subsections (1) and (2), where a body corporate is continued under this Act, “records” includes similar records required by law to be maintained by the body corporate before it was so continued.

18(4)The records described in subsection (2) shall be kept at the registered office of the corporation or at such other place as the directors think fit and shall at all reasonable times be open to inspection by the directors.

19(1)The directors and shareholders of a corporation, their agents, their legal representatives and the Director may examine the records referred to in subsection 18(1) during the usual business hours of the corporation without charge.

19(2)A shareholder of a corporation is entitled upon request and without charge to one copy of the articles and by-laws and of any unanimous shareholder agreement, and amendments to them.

19(3)A creditor of a corporation or a judgment creditor of a shareholder, and any agent or legal representative of such creditor or judgment creditor, may examine the records referred to in paragraphs 18(1)(a), (c), (d) and (e), other than a unanimous shareholder agreement, during the usual business hours of the corporation upon payment of a reasonable fee, and may make copies of those records.

20(1)All registers and other records required by this Act to be prepared and maintained may be in a bound or loose-leaf form, or may be entered or recorded by any system of mechanical or electronic data processing or any other information storage device that is capable of reproducing any required information in intelligible written form within a reasonable time.

20(2)A corporation and its agents shall take reasonable precautions to

22(1)Shares of a corporation may be with nominal or par value or without nominal or par value or of both kinds.

22(2)If a corporation has only one class of shares, the rights of the holders of those shares are equal in all respects and include the rights

22(3)The articles may provide for more than one class of shares and, if they so provide,

22(4)No class of shares shall be designated as preference shares or by words of like import, unless that class has attached thereto a preference or right over some other class of shares.

23(1)Subject to section 27, the articles or by-laws of the corporation or a unanimous shareholder agreement, shares may be issued at such times and to such persons or class of persons as the directors may determine.

23(2)A share with par value shall not be issued except for a consideration at least equal to the par value thereof.

23(3)Shares without par value shall not be issued except for such consideration as is fixed by the directors.

23(4)Shares issued by a corporation are non-assessable and the holders are not liable to the corporation or to its creditors in respect thereof.

23(5)A share shall not be issued until it is fully paid in money or in property or past services that is the fair equivalent of the money that the corporation would have received if the share had been issued for money.

23(6)In determining whether property or past services is the fair equivalent of money consideration, the directors may take into account reasonable charges and expenses of organization and re-organization and payments for property and past services reasonably expected to benefit the corporation.

25(1)A corporation shall maintain a separate stated capital account for each class and series of shares it issues and any such account may be expressed in Canadian or other currency.

25(2)A corporation shall add to the appropriate stated capital account

25(3)Where a corporation issues shares with par value at a premium, whether for money or otherwise as provided under subsection 23(5), the full amount of the premiums on those shares shall be added to the appropriate stated capital account.

25(4)Notwithstanding subsections 23(2) and (3) and subsections (2) and (3) of this section, if a corporation issues shares

25(5)On the issue of a share a corporation shall not add to a stated capital account in respect of the share it issues an amount greater than the amount of the consideration it received for the share.

25(6)If a corporation proposes to add any amount to a stated capital account it maintains in respect of a class or series of shares and

25(7)When a body corporate is continued under this Act, it may add to a stated capital account

25(8)When a body corporate is continued under this Act, subsections (2) and (3) do not apply to the consideration received by it before it was so continued unless the share in respect of which the consideration is received is issued after the corporation is so continued.

25(9)When a body corporate is continued under this Act, any amount unpaid in respect of a share issued by the body corporate before it was so continued and paid after it was so continued shall be added to the stated capital account maintained for the shares of that class or series.

25(10)For the purposes of subsection 31(2), sections 35 and 41, subsection 43(1), and paragraph 124(2)(a), when a body corporate is continued under this Act, its stated capital shall be deemed to include the amount that would have been included in the stated capital of the body corporate if it had been incorporated under this Act.

25(11)A corporation shall not reduce its stated capital or any stated capital account except in the manner provided in this Act.

25(12)Subsections (1) to (11) and any other provisions of this Act relating to stated capital do not apply to an open end mutual fund.

25(13)For the purposes of this section, “open-end mutual fund” means a corporation that makes a distribution to the public of its shares and that carries on only the business of investing the consideration it receives for the shares it issues, and all or substantially all of those shares are redeemable upon the demand of the shareholder.

26(1)The articles may authorize the issue of any class of shares in one or more series and may authorize the directors to fix the number of shares in, and to determine the designation, rights, privileges, restrictions and conditions attaching to the shares of, each series, subject to the limitations set out in the articles.

26(2)If any cumulative dividends or amounts payable on return of capital in respect of a series of shares are not paid in full, the shares of all series of the same class participate rateably in respect of accumulated dividends and return of capital.

26(3)No rights, privileges, restrictions or conditions attached to a series of shares authorized under this section shall confer upon a series a priority in respect of dividends or return of capital over any other series of shares of the same class that are then outstanding.

26(4)Before the issue of shares of a series authorized under this section, the directors shall send to the Director articles of amendment in the form provided by the Director to designate a series of shares.

26(5)Upon receipt of articles of amendment designating a series of shares, the Director shall issue a certificate of amendment.

27(1)In this section

27(2)Except as otherwise provided in the articles and except as provided in this section, the holders of equity shares of any class, in the case of the proposed issuance by the corporation of, or the proposed granting by the corporation of rights or options to purchase, its equity shares of any class of any shares or other securities convertible into or carrying rights or options to purchase its equity shares of any class shall, if the issuance of the equity shares proposed to be issued or issuable upon exercise of such rights or options or upon conversion of such other securities would adversely affect the unlimited dividend rights of such holders, have the right during a reasonable time and on reasonable conditions, both to be fixed by the board, to purchase such shares or other securities in such proportions as shall be determined as provided in this section.

27(3)Except as otherwise provided in the articles and except as provided in this section, the holders of voting shares of any class, in case of the proposed issuance by the corporation of, or the proposed granting by the corporation of rights or options to purchase, its voting shares of any class or any shares or options to purchase its voting shares of any class shall, if the issuance of the voting shares proposed to be issued or issuable upon exercise of such rights or options or upon conversion of such other securities would adversely affect the voting rights of such holders, have the right during a reasonable time and on reasonable conditions, both to be fixed by the board, to purchase such shares or other securities in such proportions as shall be determined as provided in this section.

27(4)The preemptive right provided for in subsections (2) and (3) shall entitle shareholders having such rights to purchase the shares or other securities to be offered or optioned for sale as nearly as practicable in such proportions as would, if such preemptive right were exercised, preserve the relative unlimited dividend rights and voting rights of such holders and at a price or prices not less favourable at which such shares or other securities are proposed to be offered for sale to others, without deduction of such reasonable expenses of and compensation for the sale, underwriting or purchase of such shares or other securities by underwriters or dealers as may lawfully be paid by the corporation.

27(5)In case each of the shares entitling the holders thereof to preemptive rights does not confer the same unlimited dividend right or voting right, the board shall apportion the shares or other securities to be offered or optioned for sale among the shareholders having the preemptive rights to purchase them in such proportions as in the opinion of the board shall preserve as far as practicable the relative unlimited dividend rights and voting rights of the holders at the time of such offering.

27(6)The apportionment made by the board shall, in the absence of fraud or bad faith, be binding upon all shareholders.

27(7)Unless the articles expressly so provide, shareholders have no preemptive right in respect of shares to be issued

27(8)This section does not apply to a corporation which has its shares listed on a prescribed stock exchange.

28(1)Subject to section 27, a corporation may issue certificates, warrants or other evidences of conversion privileges, options or rights to acquire securities of the corporation, and shall set out the conditions thereof

28(2)Conversion privileges, options and rights to acquire securities of a corporation may be made transferable or non-transferable, and options and rights to acquire may be made separable or inseparable from any securities to which they are attached.

28(3)Where a corporation has granted privileges to convert any securities issued by the corporation into shares, or into shares of another class or series, or has issued or granted options or rights to acquire shares, if the articles limit the number of authorized shares, the corporation shall reserve and continue to reserve sufficient authorized shares to meet the exercise of such conversion privileges, options and rights.

29(1)Except as provided in subsection (2) and sections 30 to 33, a corporation

29(2)A corporation shall cause a subsidiary body corporate of the corporation that holds shares of the corporation to sell or otherwise dispose of those shares within five years from the date

30(1)A corporation may in the capacity of a legal representative hold shares in itself or in its holding body corporate unless it or the holding body corporate or a subsidiary of either of them has a beneficial interest in the shares.

30(2)A corporation may hold shares in itself or in its holding body corporate by way of security for the purposes of a transaction entered into by it in the ordinary course of a business that includes the lending of money.

30(3)A corporation holding shares in itself or in its holding body corporate shall not vote or permit those shares to be voted unless the corporation holds the shares in the capacity of a legal representative.

31(1)Subject to subsection (2) and to its articles, a corporation may purchase or otherwise acquire shares issued by it.

31(2)A corporation shall not make any payment to purchase or otherwise acquire shares issued by it if there are reasonable grounds for believing that

32(1)Notwithstanding subsection 31(2), but subject to subsection (3) and to its articles, a corporation may purchase or otherwise acquire shares issued by it to

32(2)Notwithstanding subsection 31(2), a corporation may purchase or otherwise acquire shares issued by it to

32(3)A corporation shall not make any payment to purchase or acquire under subsection (1) shares issued by it if there are reasonable grounds for believing that

33(1)Notwithstanding subsection 31(2) or 32(3), but subject to subsection (2) and to its articles, a corporation may purchase or redeem any redeemable shares issued by it at prices not exceeding the redemption price of those shares stated in the articles or calculated according to a formula stated in the articles.

33(2)A corporation shall not make any payment to purchase or redeem any redeemable shares issued by it if there are reasonable grounds for believing that

35(1)Subject to subsection (3), a corporation may by special resolution reduce its stated capital for any purpose including, without limiting the generality of the foregoing, for the purpose of

35(2)A special resolution under this section shall specify the stated capital account or accounts from which the reduction of stated capital effected by the special resolution will be deducted.

35(3)A corporation shall not reduce its stated capital under paragraph (1)(a) if there are reasonable grounds for believing that

35(4)A creditor of a corporation is entitled to apply to the Court for an order compelling a shareholder or other recipient

35(5)An action to enforce a liability imposed by this section may not be commenced after two years from the date of the action complained of.

35(6)This section does not affect any liability that arises under section 76.

36(1)Upon a purchase, redemption or other acquisition by a corporation under section 31, 32, 33, 44 or 131 or paragraph 166(3)(f), of shares or fractions thereof issued by it, the corporation shall

36(2)A corporation shall deduct the amount of a payment made by the corporation to a shareholder under paragraph 166(3)(g) from the stated capital account maintained for the class or series of shares in respect of which the payment was made.

36(3)A corporation shall adjust its stated capital account or accounts in accordance with any special resolution referred to in subsection 35(2).

36(4)Shares or fractions thereof issued by a corporation and purchased, redeemed or otherwise acquired by it may be cancelled or, if the articles limit the number of authorized shares, may be restored to the status of authorized but unissued shares.

36(5)A corporation holding shares in itself as permitted by subsections 30(1) and (2) shall be deemed not to have purchased, redeemed or otherwise acquired such shares.

37(1)The articles of a corporation shall not provide for the conversion of shares with par value into shares with par value if the aggregate par value of the shares being converted is not equal to the aggregate par value of the shares into which they are converted.

37(2)Upon a conversion of shares or a change under section 113, 132 or 166 of issued shares of a corporation into shares of another class or series or kind,

37(3)For the purposes of subsection (2) and subject to its articles, if a corporation issues two classes of shares without par or nominal value and there is attached to each class a right to convert a share of the one class into a share of the other class and a share of one class is converted into a share of the other class, the amount of stated capital attributable to a share of either class is the aggregate of the share capital of both classes divided by the number of issued shares of both classes immediately before the conversion.

37(4)Shares issued by a corporation and converted or changed under section 113, 132 or 166 into shares of another class or series shall become issued shares of the class or series of shares into which the shares have been changed.

37(5)Where the articles limit the number of authorized shares of a class or series of shares of a corporation and issued shares of that class or series have become, pursuant to subsection (4), issued shares of another class or series, the number of unissued shares of the first mentioned class or series shall, unless the articles of amendment or reorganization otherwise provide, be increased by the number of shares that, pursuant to subsection (4), became shares of another class or series.

38(2)A condition contained in a debt obligation or in an instrument for securing a debt obligation is not invalid by reason only that the debt obligation is thereby made irredeemable or redeemable only on the happening of a contingency, however remote, or on the expiration of a period, however long.

38(3)Debt obligations issued, pledged, hypothecated or deposited by a corporation are not redeemed by reason only that the indebtedness evidenced by the debt obligations or in respect of which the debt obligations are issued, pledged, hypothecated or deposited is repaid.

38(4)Debt obligations issued by a corporation and purchased, redeemed or otherwise acquired by it may be cancelled or, subject to any applicable trust indenture or other agreement, may be re-issued, pledged or hypothecated to secure any obligation of the corporation then existing or thereafter incurred, and any such acquisition and re-issue, pledge or hypothecation is not a cancellation of the debt obligations.

39(1)A contract with a corporation providing for the purchase by it of shares of the corporation is specifically enforceable against the corporation except to the extent that the corporation cannot perform the contract without thereby being in breach of section 31 or 32.

39(2)In an action brought on a contract referred to in subsection (1), the corporation has the burden of proving that performance of the contract is prevented by section 31 or 32.

39(3)Until the corporation has fully performed a contract referred to in subsection (1), the other party to that contract retains the status of a claimant and is entitled to be paid as soon as the corporation is lawfully able to do so or, in liquidation, to be ranked subordinate to the rights of creditors and to the rights of any class of shareholders whose rights were in priority to the rights given to the class of shares which he contracted to sell to the corporation, but in priority to the rights of the other shareholders.

42(1)Subject to section 41, a corporation may pay a dividend in money or property or by issuing fully paid shares of the corporation.

42(2)If shares of a corporation are issued in payment of a dividend, the declared amount of the dividend stated as an amount in money shall be added to the stated capital account maintained or to be maintained for the shares of the class or series issued in payment of the dividend.

43(1)Except as permitted under subsection (3) or except where the articles provide, a corporation or any corporation with which it is affiliated shall not, directly or indirectly, give financial assistance by means of a loan, guarantee or otherwise

43(2)Except as permitted under subsection (3), a corporation or any of its affiliates shall not, directly or indirectly,

43(3)A corporation may give financial assistance by means of a loan, guarantee or otherwise

43(4)A contract made by a corporation in contravention of this section may be enforced by the corporation or by a lender for value in good faith without notice of the contravention.

44(1)The shareholders of a corporation are not, as shareholders, liable for any liability, act or default of the corporation except under section 99.

44(2)The articles or by-laws may provide that the corporation has a lien on a share registered in the name of a shareholder or his legal representative for a debt of that shareholder to the corporation, including an amount unpaid in respect of a share issued by a body corporate on the date it was continued under this Act.

44(3)A corporation may enforce a lien referred to in subsection (2) in accordance with its by-laws.

45.1(1)Subject to this Act and any other Act, the Securities Transfer Act applies to the transfer and transmission of the shares of a corporation.

45.1(2)The shares of a corporation are securities for the purposes of the Securities Transfer Act.

47(1)Subject to section 51, every shareholder is entitled to a share certificate in respect of the shares held by him, signed by the proper director or officer in accordance with the corporation’s by-laws in that regard.

47(2)A corporation may charge a fee of not more than three dollars for a share certificate issued in respect of a transfer.

47(3)A corporation is not required to issue more than one share certificate in respect of shares held jointly by several persons, and delivery of a certificate to one of several joint holders is sufficient delivery to all.

47(4)A share certificate shall be signed manually by at least one director or officer of the corporation or by or on behalf of a registrar, transfer agent or branch transfer agent of the corporation, and any additional signatures required on a share certificate may be printed or otherwise mechanically reproduced thereon.

47(5)Notwithstanding subsection (4), a manual signature is not required on a certificate representing a fractional share, an option or a right to acquire a security or on a scrip certificate.

47(6)If a share certificate contains a printed or mechanically reproduced signature of a person, the corporation may issue the share certificate, notwithstanding that the person has ceased to be a director or an officer of the corporation, and the share certificate is as valid as if he were a director or an officer at the date of its issue.

47(7)There shall be stated upon the face of each share certificate issued by a corporation

47(9)If a body corporate continued under this Act has outstanding share certificates, and if the words “private company” appear on the certificates, those words, for the purposes of the Securities Transfer Act, shall be deemed to be a notice that the shares or a transfer of the shares may be subject to a restriction, to a lien in favour of the corporation, to a unanimous shareholder agreement or to an endorsement under subsection 131(10).

47(10)There shall be stated legibly on a share certificate issued by a corporation that is authorized to issue shares of more than one class or series

47(11)Where a share certificate issued by a corporation contains the statement mentioned in paragraph (10)(b), the corporation shall furnish to a shareholder on demand and without charge a full copy of the text of

47(12)A corporation may issue a certificate for a fractional share or may issue in place thereof a scrip certificate in bearer form that entitles the holder to receive a certificate for a full share by exchanging scrip certificates aggregating a full share.

47(13)The directors may attach conditions to any scrip certificates issued by a corporation, including conditions that

47(14)A holder of a fractional share issued by a corporation is not entitled to exercise voting rights or to receive a dividend in respect of the fractional share, unless

47(15)A holder of a scrip certificate is not entitled to exercise voting rights or to receive a dividend in respect of the scrip certificates.

48(1)Subject to section 51, a corporation shall maintain a share register in which it records the shares or fractions thereof issued by it showing with respect to each class or series of shares

48(2)A corporation may appoint an agent to maintain a central share register and branch share registers.

48(3)A central share register shall be maintained by a corporation at its registered office or at any other place within New Brunswick designated by the directors, and any branch share registers may be kept at any place in or out of New Brunswick designated by the directors.

48(4)A branch share register shall only contain particulars of shares issued or transferred at that branch.

48(5)Particulars of each issue or transfer of a share registered in a branch share register shall also be kept in the corresponding central share register.

48(6)A corporation or its agent is not required to produce

49(1)A corporation may, subject to sections 86, 87 and 90, treat the registered holder of a share as the person exclusively entitled to vote, to receive notices, to receive any interest, dividend or other payments in respect of the shares, and otherwise to exercise all the rights and powers of an owner of the share.

49(2)Notwithstanding subsection (1), a corporation whose articles restrict the right to transfer its shares shall, and any other corporation may, treat a person as a registered shareholder entitled to exercise all the rights of the shareholder he represents, if that person furnishes evidence as defined in subsection (3) to the corporation that he is

49(3)“Evidence” as described in subsection (2) means appropriate evidence of appointment or incumbency as defined in subsection 87(1) of the Securities Transfer Act.

49(4)A transfer of shares made by sale under execution or under an order or judgment of a court of competent jurisdiction, upon furnishing the corporation with evidence of such sale or the order or judgment, shall be registered in the share register of the corporation.

49(5)A corporation is not required to inquire into the existence of, or see to the performance or observance of, any duty owed to a third person by a registered holder of any of its shares or by anyone whom it treats, as permitted or required by this section, as registered holder thereof.

49(6)A corporation may treat as holder of a share the survivors of persons to whom the share was issued as joint holders, if it receives proof satisfactory to it of the death of any such joint holder.

49(7)Subject to any applicable law relating to the collection of taxes, a person referred to in paragraph (2)(a) is entitled to become a registered holder or to designate a registered holder, if he deposits with the corporation or its transfer agent

49(8)Notwithstanding subsection (7), if the laws of the jurisdiction governing the transmission of a share of a deceased holder do not require a grant of probate or of letters of administration in respect of the transmission, a legal representative of the deceased holder is entitled, subject to any applicable law relating to the collection of taxes, to become a registered holder or to designate a registered holder, if he deposits with the corporation or its transfer agent

49(9)Deposit of the documents required by subsection (7) or (8) empowers a corporation or its transfer agent to record in a register of transfer the transmission of a share from the deceased holder to a person referred to in paragraph (2)(a) or to such person as the person referred to in that paragraph may designate.

49(10)Subsections (7), (8) and (9) do not limit any right of a person to transfer shares or obtain registration of transfer in accordance with the Securities Transfer Act.

50(1)A corporation shall not impose restrictions on the transfer of shares except such restrictions as are authorized by the articles.

50(2)A corporation that has imposed restrictions on the transfer of its shares shall not offer its shares to the public unless the restrictions are necessary

50(3)A corporation that violates or fails to comply with subsection (2) commits an offence punishable under Part II of the Provincial Offences Procedure Act as a category E offence.

51(1)A corporation, if so authorized by its articles may, with respect to any shares, issue a warrant stating that the bearer of the warrant is entitled to the share or shares therein specified, and may provide by coupons or otherwise, for the payment of the future dividends on the share or shares included in the warrant, hereafter termed a share warrant.

51(2)A share warrant entitles the bearer thereof to the shares therein specified, and the shares may be transferred in accordance with the provisions of the Securities Transfer Act relating to a security certificate in bearer form.

51(3)The bearer of a share warrant is entitled, subject to the provisions and regulations respecting share warrants contained in the articles, on surrendering it for cancellation, to have his name entered on the share register of the corporation as the holder of the shares specified in the share warrant, and the corporation is responsible for any loss incurred by any person by reason of the corporation entering on the share register of the corporation the name of the bearer of a share warrant, in respect of the shares therein specified, without the warrant being surrendered and cancelled.

51(4)The bearer of a share warrant may, if the provisions and regulations respecting share warrants contained in the articles so provide, be deemed to be a shareholder of the corporation, either to the full extent or for any purposes defined by such regulations.

51(5)On the issue of a share warrant the corporation shall remove from its share register the name of the shareholder then entered therein as holding such share or shares as if he had ceased to be a shareholder, and shall enter in the share register the following particulars:

51(6)Until the warrant is surrendered, the above particulars shall be deemed to be the particulars required by this Act to be entered in the share register of the corporation in respect of such share or shares, and, on the surrender, the date of the surrender shall be entered as if it were the date at which a person ceased to be a shareholder.

51(7)Notwithstanding subsection 47(1), the bearer of a share warrant is not entitled to a share certificate in respect of the share held by him until the warrant is surrendered.

51(8)Unless the bearer of a share warrant is entitled to attend and vote at general meetings, the shares represented by such share warrant shall not be counted as part of the capital of the corporation for the purpose of a general meeting of shareholders.

60(1)Subject to the articles, the by-laws and a unanimous shareholder agreement, the business and affairs of a corporation shall be managed by one or more directors.

60(2)Subject to the articles, the number of directors shall be as from time to time specified by the by-laws.

60(3)Notwithstanding subsection (2), a corporation which has its shares listed on a prescribed stock exchange shall not have less than three directors.

61(1)Unless the articles, the by-laws or a unanimous shareholder agreement otherwise provide, the directors may by resolution make, amend or repeal any by-laws that regulate the business or affairs of the corporation.

61(2)The directors shall submit a by-law, or an amendment or a repeal of a by-law, made under subsection (1) to the shareholders at the next meeting of shareholders, and the shareholders may, by ordinary resolution, confirm or reject the by-law, amendment or repeal.

61(3)Where a by-law is made, amended or repealed under subsection (1), the by-law, amendment or repeal is effective from the date of the resolution of the directors until it is confirmed or rejected by the shareholders under subsection (2) or until it ceases to be effective under subsection (4), and where the by-law is confirmed it continues in effect in the form in which it was so confirmed.

61(4)If a by-law, amendment or repeal is rejected by the shareholders, or if the directors do not submit a by-law, amendment or a repeal to the shareholders as required under subsection (2), the by-law, amendment or repeal ceases to be effective and no subsequent resolution of the directors, within two years after the date on which the by-law, amendment or repeal ceases to be effective, to enact, amend or repeal a by-law having substantially the same purpose or effect is effective until it is confirmed by the shareholders.

61(5)A shareholder entitled to vote at an annual meeting of the shareholders may, in accordance with section 89, make a proposal to make, amend or repeal a by-law.

61(6)Unless the articles, the by-laws or a unanimous shareholder agreement otherwise provide, the articles of a corporation shall be deemed to state that the directors of a corporation may, without authorization of the shareholders,

61(7)Notwithstanding subsection 73(2) and paragraph 78(a), unless the articles, by-laws or a unanimous shareholder agreement otherwise provide, the directors may by resolution delegate any or all of the powers referred to in subsection (6) to a director, a committee of directors or an officer.

62(1)After issue of the certificate of incorporation, a meeting of the first directors of the corporation shall be held at which the first directors may

62(2)Subsection (1) does not apply to a body corporate to which a certificate of amalgamation has been issued under subsection 124(4) or to which a certificate of continuance has been issued under subsection 126(4).

62(3)An incorporator or a first director may call the meeting of first directors referred to in subsection (1) by giving not less than five days notice thereof by mail to each director, stating the time and place of the meeting.

62(4)A first director may waive notice of a meeting of first directors.

62(5)If there are more than two first directors, a majority of the directors shall constitute a quorum and an act of the majority of the quorum shall be deemed to be an act of the first directors.

62(6)A resolution in writing signed by each first director entitled to receive notice of a meeting of first directors shall be as valid as if it has been passed at a meeting of the first directors duly convened and held.

63(1)The following persons are disqualified from being a director of a corporation:

63(2)Unless the articles otherwise provide, a director of a corporation is not required to hold shares issued by the corporation.

63(3)A person who is elected or appointed a director is not a director unless

64(1)At the time of sending articles of incorporation, the incorporators shall send to the Director a notice of directors in the form provided by the Director and the Director shall file the notice.

64(2)Each director named in the notice referred to in subsection (1) holds office from the issue of the certificate of incorporation until the first meeting of shareholders.

64(3)Notwithstanding subsection (2), if directors are not elected at a meeting of shareholders the incumbent directors continue in office until their successors are elected.

64(4)If a meeting of shareholders fails to elect the number of directors required by the articles or under section 60 by reason of the disqualification, incapacity or death of any candidates, the directors elected at that meeting may exercise all the powers of the directors if the number of directors so elected constitutes a quorum.

65(1)Each shareholder entitled to vote at an election of directors has the right to cast a number of votes equal to the number of votes attached to the shares held by him multiplied by the number of directors to be elected, and he may cast all such votes in favour of one candidate or distribute them among the candidates in any manner.

65(2)A separate vote of shareholders shall be taken with respect to each candidate nominated for director unless a resolution is passed unanimously permitting two or more persons to be elected by a single resolution.

65(3)If a shareholder has voted for more than one candidate without specifying the distribution of his votes among the candidates, he shall be deemed to have distributed his votes equally among the candidates for whom he voted.

65(4)If the number of candidates nominated for director exceeds the number of positions to be filled, the candidates who receive the least number of votes shall be eliminated until the number of candidates remaining equals the number of positions to be filled.

65(5)Each director ceases to hold office at the close of the first annual meeting of shareholders following his election.

65(6)A director may not be removed from office if the votes cast against his removal would be sufficient to elect him and such votes could be voted pursuant to subsection (1) at an election at which the same total number of votes were cast and the number of directors required by the articles or under section 60 were then being elected.

66(1)A director of a corporation ceases to hold office when

66(2)A resignation of a director becomes effective at the time a written resignation is sent to the corporation, or at the time specified in the resignation, whichever is later.

67(1)Subject to subsection 65(6), the shareholders of a corporation may by ordinary resolution at a special meeting remove any director or directors from office.

67(2)Where the holders of any class or series of shares of a corporation have an exclusive right to elect one or more directors, a director so elected may only be removed by an ordinary resolution at a meeting of the shareholders of that class or series.

67(3)Subject to subsections 65(1) to (4), a vacancy created by the removal of a director may be filled at the meeting of the shareholders at which the director is removed or, if not so filled, may be filled under section 69.

69(1)Subject to subsections (3) and (4), a quorum of directors may fill a vacancy among the directors, except a vacancy resulting from an increase in the number of directors or from a failure to elect the number of directors required by the articles or under section 60.

69(2)If there is not a quorum of directors, or if there has been a failure to elect the number of directors required by the articles or under section 60, the directors then in office shall forthwith call a special meeting of shareholders to fill the vacancy and, if they fail to call a meeting or if there are no directors then in office, the meeting may be called by any shareholder.

69(3)Where the holders of any class or series of shares of a corporation have an exclusive right to elect one or more directors and a vacancy occurs among those directors,

69(4)The articles or a unanimous shareholder agreement may provide that a vacancy among the directors shall only be filled by a vote of the shareholders, or by a vote of the holders of any class or series of shares having an exclusive right to elect one or more directors if the vacancy occurs among the directors elected by that class or series.

69(5)A director appointed or elected to fill a vacancy holds office for the unexpired term of his predecessor.

70(1)The shareholders of a corporation may amend the articles or by-laws to increase or, subject to subsection (2), to decrease the number of directors, or the minimum or maximum number of directors, but no decrease shall shorten the term of an incumbent director.

70(2)The number of directors required by the articles or under section 60 may not be decreased if the votes cast against the motion to decrease would be sufficient to elect a director and such votes could be voted in accordance with subsection 65(1) at an election at which the same total number of votes were cast and the number of directors required by the articles or under section 60 were then being elected.

71(1)Within fifteen days after a change is made among its directors, a corporation shall send to the Director a notice in the form provided by the Director setting out the change and the Director shall file the notice.

71(2)Any interested person, or the Director, may apply to the Court for an order to require a corporation to comply with subsection (1), and the Court may so order and make any further order it thinks fit.

72(1)Subject to subsection (2), the meetings of the board of directors shall be held at the place where the registered office of the corporation is located and upon such notice as is required by the by-laws or by subsection (4).

72(2)Where the by-laws of the corporation so provide, the meetings of the board of directors may be held at any place within or outside New Brunswick.

72(3)Subject to the articles or by-laws, a majority of the number of directors required by the articles or under section 60 constitutes a quorum at any meeting of directors, and, notwithstanding any vacancy among the directors, a quorum of directors may exercise all the powers of the directors.

72(4)Unless otherwise provided in the by-laws, notice of the time and place of a meeting of directors shall be sent not less than seven days before the meeting.

72(5)A director may in any manner waive a notice of a meeting of directors and attendance of a director at a meeting of directors is a waiver of notice of the meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.

72(6)Notice of an adjourned meeting of directors is not required to be given if the time and place of the adjourned meeting is announced at the original meeting.

72(7)Where a corporation has only one director, that director may constitute a meeting.

72(8)A director may participate in a meeting of directors or of a committee of directors by means of telephone or other communication facilities that permit all persons participating in the meeting to hear each other if

73(1)Directors of a corporation may appoint from their number a managing director or one or more committees of directors and delegate to such managing director or committees any of the powers of the directors.

73(2)Notwithstanding subsection (1), no managing director and no committee of directors has authority to

73(3)The appointment of a managing director or committee of directors does not relieve the directors of a corporation from any liability imposed by law.

75(1)Subject to the articles, a resolution in writing signed by all directors or signed counterparts of such resolution by all the directors entitled to vote on that resolution at a meeting of directors or a committee of directors, is as valid as if it has been passed at a meeting of directors or committee of directors duly called, constituted and held.

75(2)Every resolution or counterpart thereof referred to in subsection (1) shall be kept with the minutes of the proceedings of the directors or committee of directors.

76(1)Subject to subsection (6), directors of a corporation who vote for or consent to a resolution authorizing the issue of a share under section 23 for a consideration other than money are jointly and severally liable to the corporation to make good any amount by which the consideration received is less than the fair equivalent of the money that the corporation would have received if the share had been issued for money on the date of the resolution.

76(2)Directors of a corporation who vote for or consent to a resolution authorizing

76(3)A director who has satisfied a judgment rendered under this section is entitled to contribution from the other directors who voted for or consented to the unlawful act upon which the judgment was founded.

76(4)A director liable under subsection (2) is entitled to apply to the Court for an order compelling a shareholder or other recipient to pay or deliver to the director any money or property that was paid or distributed to the shareholder or other recipient contrary to section 31, 32, 33, 40, 41, 43, 81, 131 or 166.

76(5)In connection with an application under subsection (4), the Court may, if it is satisfied that it is equitable to do so,

76(6)A director is not liable under subsection (1) if he proves that he did not know and could not reasonably have known that the share was issued for a consideration less than the fair equivalent of the money that the corporation would have received if the share had been issued for money.

76(7)An action to enforce a liability imposed by this section may not be commenced after two years from the date of the resolution authorizing the action complained of.

77(1)A director or officer of a corporation who

77(2)The disclosure required by subsection (1) shall be made, in the case of a director,

77(3)The disclosure required by subsection (1) shall be made, in the case of an officer who is not a director,

77(4)If a material contract or proposed material contract is one that, in the ordinary course of the corporation’s business, would not require approval by the directors or shareholders, a director or officer shall disclose in writing to the corporation or request to have entered in the minutes of meetings of directors the nature and extent of his interest forthwith after the director or officer becomes aware of the contract or proposed contract.

77(5)A director referred to in subsection (1) shall not be counted in the quorum, shall not be present and shall not vote at any meeting on any resolution to approve the contract unless the contract is

77(6)For the purposes of this section, a general notice to the directors by a director or officer, declaring that he is a director or officer of or has a material interest in a person and is to be regarded as interested in any contract made with that person, is a sufficient declaration of interest in relation to any contract so made.

77(7)A director or officer referred to in subsection (1) is liable to account for any profit made on the contract, unless

77(8)Where a director or officer of a corporation fails to comply with this section, the Court may, upon the application of the corporation or a shareholder of the corporation, set aside the contract on such terms as it thinks fit.

77(9)Notwithstanding anything in this section, a director or officer is not accountable to the corporation or its shareholders for any profit made on the contract

77(10)This section does not apply to a director or officer of a corporation all of whose shares are owned by one person.

79(1)Every director and officer of a corporation in exercising his powers and discharging his duties shall

79(2)Every director and officer of a corporation shall comply with this Act, the regulations, articles, by-laws and a unanimous shareholder agreement.

79(3)Subject to subsection 99(5), no provision in a contract, the articles, the by-laws or a resolution relieves a director or officer from the duty to act in accordance with this Act or the regulations or relieves him from liability for a breach thereof.

80(1)A director who is present at a meeting of directors or committee of directors shall be deemed to have consented to any resolution passed or action taken thereat unless

80(2)A director who votes for or consents to a resolution is not entitled to dissent under subsection (1).

80(3)A director is not liable under section 76 or 79 if he reasonably relies in good faith upon

81(1)Except in respect of an action by or on behalf of the corporation or a body corporate to procure a judgment in its favour, a corporation may indemnify a director or officer of the corporation, a former director or officer of the corporation or other person who acts or acted at the corporation’s request as a director or officer of a body corporate of which the corporation is or was a shareholder or creditor, and that person’s heirs and legal representatives, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by that person in respect of any civil, criminal or administrative action or proceeding to which that person is made a party by reason of being or having been a director or officer of that corporation or body corporate, if

81(2)A corporation may with the approval of the Court indemnify a person referred to in subsection (1) in respect of an action by or on behalf of the corporation or body corporate to procure a judgment in its favour, to which he is made a party by reason of being or having been a director or an officer of the corporation or body corporate, against all costs, charges and expenses reasonably incurred by him in connection with such action if he fulfills the conditions set out in paragraphs (1)(a) and (b).

81(3)Notwithstanding anything in this section, a person referred to in subsection (1) is entitled to indemnity from the corporation in respect of all costs, charges and expenses reasonably incurred by him in connection with the defence of any civil, criminal or administrative action or proceeding to which he is made a party by reason of being or having been a director or officer of the corporation or body corporate, if the person seeking indemnity

81(4)A corporation may purchase and maintain insurance for the benefit of any person referred to in subsection (1) against any liability incurred by him

81(5)A corporation or a person referred to in subsection (1) may apply to the Court for an order approving an indemnity under this section and the Court may so order and make any further order it thinks fit.

81(6)An applicant under subsection (5) shall give the Director notice of the application and the Director is entitled to appear and be heard in person or by counsel.

81(7)Upon an application under subsection (5), the Court may order notice to be given to any interested person and that person is entitled to appear and be heard in person or by counsel.

83(1)In this section, “insider” means

83(2)For the purposes of this section,

83(3)For the purposes of this section,

83(4)In subsection (3), “business combination” means an acquisition of all or substantially all the property of one body corporate by another or an amalgamation of two or more bodies corporate.

83(5)An insider who, in connection with a transaction in a security of the corporation or any of its affiliates, makes use of any specific confidential information for his own benefit or advantage that, if generally known, might reasonably be expected to affect materially the value of the security is liable to compensate any person for any direct loss suffered by that person as a result of the transaction, unless the information was known or in the exercise of reasonable diligence could have been known to that person at the time of the transaction.

83(6)No action shall be brought under subsection (5) after 2 years from the day on which the plaintiff first knew or ought reasonably to have known that the conduct giving rise to the action took place.

84(1)Meetings of shareholders of a corporation shall be held at the place within New Brunswick provided in the by-laws, or, in the absence of such provision, at the place within New Brunswick that the directors determine.

84(2)Notwithstanding subsection (1), a meeting of shareholders of a corporation may be held outside New Brunswick if all the shareholders entitled to vote at that meeting so agree, and a shareholder who attends a meeting of shareholders held outside New Brunswick shall be deemed to have so agreed except when he attends the meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully held.

84(3)Notwithstanding subsections (1) and (2), if the articles so provide, meetings of shareholders may be held outside New Brunswick at one or more places specified in the articles.

85(1)The directors of a corporation

85(2)Notwithstanding subsection (1), the corporation may apply to the Court for an order extending the time in which the first or a subsequent annual meeting of the corporation shall be held.

85(3)A shareholder or any other person entitled to attend a meeting of shareholders may participate in the meeting by means of telephone or other communication facilities that permit all persons participating in the meeting to hear each other if

86(1)For the purpose of determining shareholders

86(2)For the purpose of determining shareholders entitled to receive notice of a meeting of shareholders, the directors may fix in advance a date as the record date for such determination of shareholders, but such record date shall not precede by more than fifty days or by less than twenty-one days the date on which the meeting is to be held.

86(3)If no record date is fixed,

87(1)Subject to the articles or a unanimous shareholder agreement, notice of the time and place of a meeting of shareholders shall be sent not less than twenty-one days nor more than fifty days before the meeting

87(2)A notice of a meeting is not required to be sent to shareholders who were not registered on the records of the corporation or its transfer agent on the record date determined under subsection 86(2) or (3), but failure to receive a notice does not deprive a shareholder of the right to vote at the meeting.

87(3)If a meeting of shareholders is adjourned by one or more adjournments for an aggregate of sixty days or more, notice of the adjourned meeting shall be given as for an original meeting.

87(4)All business transacted at a special meeting of shareholders and all business transacted at an annual meeting of shareholders, except consideration of the financial statements, auditor’s report, election of directors and reappointment of the incumbent auditor, if any, shall be deemed to be special business.

87(5)Notice of a meeting of shareholders at which special business is to be transacted shall state

89(1)A shareholder entitled to vote at an annual meeting of shareholders may

89(2)A corporation shall set out the proposal in the notice of meeting required by section 87 or attach the proposal thereto.

89(3)If so requested by the shareholder, the corporation shall include in the notice of meeting or attach thereto a statement by the shareholder of not more than two hundred words in support of the proposal, and the name and address of the shareholder.

89(4)A proposal may include nominations for the election of directors if the proposal is signed by one or more holders of shares representing in the aggregate not less than ten percent of the shares or ten percent of the shares of a class of shares of the corporation entitled to vote at the meeting to which the proposal is to be presented, but this subsection does not preclude nominations made at a meeting of shareholders.

89(5)A corporation is not required to comply with subsections (2) and (3)

89(6)No corporation or person acting on its behalf incurs any liability by reason only of circulating a proposal or statement in compliance with this section.

89(7)If a corporation refuses to include a proposal in a notice of meeting, the corporation shall, within ten days after receiving the proposal, notify the shareholder submitting the proposal of its intention to omit the proposal from the notice of meeting and send to him a statement of the reasons for the refusal.

89(8)Upon the application of a shareholder claiming to be aggrieved by a corporation’s refusal under subsection (7), the Court may restrain the holding of the meeting to which the proposal is sought to be presented and make any other or further order it thinks fit.

89(9)The corporation or any person claiming to be aggrieved by a proposal may apply to the Court for an order permitting the corporation to omit the proposal from the notice of meeting, and the Court, if it is satisfied that subsection (5) applies, may make such order as it thinks fit.

89(10)An applicant under subsection (8) or (9) shall give the Director notice of the application and the Director is entitled to appear and be heard in person or by counsel.

90(1)A corporation shall prepare a list of shareholders entitled to receive notice of a meeting, arranged in alphabetical order and showing the number of shares held by each shareholder,