1.2(1)Subject to subsection (3), after the coming into force of the Business Corporations Act letters patent incorporating a company shall not be issued under this Act.

1.2(2)Supplementary letters patent and letters patent amalgamating companies shall not be issued under this Act after two years following the coming into force of the Business Corporations Act.

1.2(3)Notwithstanding subsection (1), letters patent incorporating a club or association referred to in section 16 or a company referred to in section 18 or in Part II may be issued under this Act after the coming into force of the Business Corporations Act and notwithstanding subsection (2) supplementary letters patent with respect to such clubs, associations or companies or letters patent amalgamating such clubs, associations or companies may be issued under this Act after the time stipulated therein.

1.2(3.1)Notwithstanding subsection (2), supplementary letters patent may be issued under this Act after the time stipulated in subsection (2)

1.2(4)After the coming into force of the Business Corporations Act no charter shall be revived under this Act except the charter of a club or association referred to in section 16 or a company referred to in section 18 or Part II.

1.2(5)This section applies notwithstanding any other provision in this Act.

2(1)In this Act and in all letters patent and supplementary letters patent issued hereunder, unless the context otherwise requires,

2(2)The Lieutenant-Governor in Council may make regulations prescribing forms required under this Act.

2.1(1)Service New Brunswick is responsible for the administration of this Act.

2.1(2)The Lieutenant-Governor in Council may appoint a Director for the purposes of this Act.

2.1(3)Service New Brunswick may appoint one or more deputy directors for the purposes of this Act.

2.1(4)Service New Brunswick or the Director may authorize a deputy director to carry out any duties or exercise any powers that may be carried out or exercised by the Director under this Act.

2.1(5)A document in writing signed by a proper officer of Service New Brunswick or the Director authorizing a deputy director to carry out the duties or to exercise the powers that may be carried out or exercised by the Director under this Act shall, without proof of the signature or appointment of the officer or Director, be accepted by all courts in the Province as conclusive proof of the authority stated in the document.

2.1(6)The deputy director in possession of a written authority referred to in subsection (5) shall, upon proof that his or her name is the same as the deputy director named in the authority, be deemed to be the deputy director named in it.

2.1(7)A written authority signed by the officer or the Director under subsection (5) shall be effective until revoked.

2.2(1)Any person may during normal business hours inspect documents filed, delivered or issued under this Act and, upon payment of a fee, may obtain copies thereof.

2.2(2)Subject to section 2.4, the Director shall, upon payment of a fee, furnish any person with a certified copy of a document filed, delivered or issued under this Act.

2.2(3)Notwithstanding the Evidence Act, a certified copy referred to in subsection (2) signed or purporting to be signed by the Director is admissible in evidence, without proof of the appointment, signature or authority of the Director, to the same extent as the original document would have been.

2.3(1)All documents filed, delivered or issued under this Act may be kept in bound or loose-leaf form or in photographic film form, or may be entered or recorded by any system of mechanical or electronic data processing or by any other information storage device that is capable of reproducing any required information in intelligible written form within a reasonable time.

2.3(2)When documents filed, delivered or issued under this Act are maintained other than in written form the Director shall furnish any copy required to be furnished under subsection 2.2(2) in intelligible written form.

2.3(3)The Director is not required to produce any document where a copy of that document is furnished in intelligible written form in accordance with subsection (2).

4(1)The Director may, by letters patent, grant a charter to any number of persons, not less than three, who apply therefor, constituting such persons and others who become shareholders in the company thereby created, a body corporate and politic for any of the purposes or objects to which the authority of this Legislature extends, except the construction and working of railways, the management of trades unions, friendly societies, building societies, trust companies, loan companies, or other associations of like character.

4(2)Except as provided in Part II, a charter may not be granted for the purposes or objects of conducting the business of an insurer.

4(3)The Director may grant to a company that applies therefor, supplementary letters patent modifying its special Act, letters patent or prior supplementary letters patent, if any.

4(4)Letters patent and supplementary letters patent under this Act may be issued by the Director.

4(5)Nothing in this Act shall be construed to prevent any company from exchanging with any other companies or persons reciprocal contracts of indemnity against loss by fire, or otherwise, under the plan known as inter-insurance or reciprocal insurance.

6(1)The applicants for letters patent, who must be of the full age of nineteen years, shall file with the Director an application setting forth the following particulars:

6(2)In the case of a non-trading company, the name may include the word “Incorporated” or “Incorporée”, or the abbreviation “Inc.” instead of “Limited”, “Limitée”, “Ltd.” or “Ltée” as required by subsection (1).

6(3)If the company has a name consisting of a separated or combined French and English form, it may from time to time use, and it may be legally designated by, either the French or English form of its name or both forms.

7(1)The application shall be in the form prescribed by regulation, or to the like effect, and may ask to have embodied in the letters patent any provision that could under this Act be contained in a by-law of the company, which provision so embodied shall not, unless power is given therefor in the letters patent or supplementary letters patent, be subject to repeal or alteration by by-law.

7(2)Any similar provision that is embodied in any supplementary letters patent shall not, unless power is given therefor in the supplementary letters patent, be subject to repeal or alteration by by-law.

9(1)Before the letters patent are issued the applicants shall, if required by the Director, establish to the satisfaction of the Director the sufficiency of their application and the truth and sufficiency of the facts therein set forth, and that the proposed name is not the name of any other known corporation or association, incorporated or unincorporated, or of any syndicate or partnership or of any individual or any name under which any known business is being carried on or so nearly resembling the same as to be liable to be confounded therewith, or otherwise on public grounds objectionable; and for that purpose the Director shall take any requisite evidence in writing by oath or affirmation or by statutory declaration under the Evidence Act, and shall keep on record any such evidence so taken.

11(1)The letters patent shall recite such of the established averments in the application as seem expedient to the Director.

11(2)The Director may give to the company a corporate name different from that proposed by the applicants if the proposed name is objectionable.

11(3)In the case of any misnomer, misdescription or clerical error in the letters patent, supplementary letters patent or similar document issued by the Director, the Director may direct that the correction be made and on so doing shall give notice of the correction in The Royal Gazette.

13(1)The letters patent or any supplementary letters patent of a company may provide for the issue of shares of the capital stock of such company without any nominal or par value, except in the case of preferred stock having a preference as to principal; and if such preferred stock or any part thereof has a preference as to principal, the letters patent shall state the amount of such preferred stock having such preference, the particular character of such preference, and the amount of each share thereof which may be expressed in Canadian or other currency, or partly in one currency and partly in another.

13(2)The certificates of preferred shares having a preference as to principal shall state briefly the amount that the holder of any of such preferred shares is entitled to receive on account of principal from the assets of the company in preference to the holders of other shares, and shall state briefly any other rights or preferences given to the holder of such shares.

13(3)Each share of the capital stock without nominal or par value shall be equal to every other share of such capital stock, subject to the preferences, restrictions or other conditions attached to any other class of shares, if any, authorized to be issued.

13(4)Every certificate of shares without nominal or par value shall have plainly written or printed upon its face the number of such shares that it represents and the number of such shares that the company is authorized to issue, and no such certificate shall express any nominal or par value of such shares.

13(5)The issue and allotment of shares authorized by this section, other than shares of preferred stock having a preference as to principal, may be made from time to time for such consideration as may be prescribed in the letters patent, or as may be fixed by the board of directors pursuant to authority conferred in the letters patent or if the letters patent do not so provide, then by the consent of the holders of two-thirds of each class of shares then outstanding given at a meeting called for that purpose in the manner prescribed by by-law.

13(6)All shares issued as permitted by this section, for which the consideration has been paid, shall be deemed fully paid and non-assessable, and the holder of the shares is not liable to the company or to its creditors in respect thereof, but no such shares may be issued or allotted for a greater consideration than the maximum amount stated in the letters patent or supplementary letters patent or in a resolution passed by the directors for the purpose of increasing such maximum amount, as hereinafter provided.

13(7)The maximum aggregate amount for which the shares without nominal or par value may be issued or allotted may be increased from time to time by the directors of the company passing a resolution to increase such maximum amount to a stated amount, and the filing with the Director of a certificate of the due passing of such resolution, and the payment of the fee provided for such increase, whereupon the Director shall issue to the company a certificate that such maximum amount has been increased to the amount stated in the resolution, and shall give notice in The Royal Gazette of such maximum amount being so increased, the cost of the notice to be paid by the company.

13(8)The amount of capital of the company shall be not less than the aggregate amount of the consideration for the issue and allotment of the shares without nominal or par value from time to time outstanding, and in addition thereto an amount equal to the total par value of all other issued and outstanding shares of the capital stock of the company, and in no case shall the amount of capital with which a company carries on business be less than the sum of five hundred dollars expressed in Canadian currency or the equivalent value in any other currency.

13.1(1)If a company without capital stock has only one class of membership, the rights of those members are equal in all respects and include the right to vote at any meeting of the members of the company.

13.1(2)The letters patent, supplementary letters patent or by-laws may provide for more than one class of membership and, if they so provide,

13.1(3)Where a company has more than one class of membership, the letters patent, supplementary letters patent or by-laws may provide that a class of membership

13.1(4)No by-law made under this section is effective until it has been confirmed by at least two-thirds of the votes cast at a general or special meeting of the members duly called for considering the by-law.

14(1)A company to which this Act applies shall have, as incidental and ancillary to its powers, power to

14(2)All or any of the powers set out in subsection (1) may be withheld by the letters patent or supplementary letters patent.

14(3)Nothing in this section prevents the inclusion in the letters patent or supplementary letters patent of a company of other powers in addition to or in modification of the powers mentioned in subsection (1).

15(1)An application for incorporation may set forth that the applicants desire to become incorporated as a private investment holding company for the following purposes only,

15(2)The letters patent incorporating such company shall set forth that the company is incorporated as a private investment holding company solely for the purposes hereinbefore set out and such company does not have or possess any powers other than those expressed in the letters patent.

15(3)Section 14 does not apply to such company.

15(4)The fees payable to the Minister under the Corporations Tax Act are not payable in respect of such company.

15(6)Such companies are subject to a filing fee under section 126 of not more than twenty-five dollars per year.

15(7)Supplementary letters patent may be issued to a company heretofore incorporated by letters patent in this Province granting to such company the powers in this section set out in lieu of any other powers possessed by it and thereupon subsections (3), (4) and (6) of this section apply to such company.

16(1)In any application for letters patent for the incorporation of a fishing, sporting or literary club or association, the petition may, notwithstanding anything contained in this Act, ask for the embodying in the letters patent of a provision, which shall be therein inserted, that the shares of the capital stock of the club or association are not transferable to a person not then being a member of, and shareholder in, the club until the name of the proposed transferee or member has been first submitted for the approval of the existing shareholders or members, and approved in such manner as may in such petition be set forth, or as may be prescribed by the by-laws of the club or association when incorporated; and if such provision is embodied in the letters patent, it is not, unless otherwise provided in the letters patent, subject to repeal or alteration by by-law.

16(2)In case the transfer of the shares of the club or association is prohibited as in subsection (1) mentioned, no transfer of such shares may be made, otherwise than in conformity with the condition prescribed, so as to entitle the transferee thereof to membership in the club or association, or to any rights, benefits or privileges in respect of such shares in the said association.

17(1)At any meeting of such club or association duly called for the purpose, a by-law may be passed to authorize the making of assessments upon its members for such sum or sums as are deemed necessary for the maintenance and support of the association, and prescribing the mode in which such assessment shall be made and paid, and how payment thereof may be enforced and what penalties, if any, as respects loss of membership and forfeiture of shares attaches to non-payment of such assessments.

17(2)The liability of members to be assessed for the purposes aforesaid attaches, if the by-law so prescribes, to membership in the association, whether the stock of the association is fully paid up or otherwise, and is a liability upon all members of the association, independent of, and in addition to, the liability at law in respect of unpaid 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:

18.1(1)The Director shall not grant a charter by letters patent incorporating a project company unless the application for letters patent is accompanied by the written consent of the Minister of Transportation and Infrastructure, consenting to the grant of letters patent.

18.1(2)Notwithstanding subsection 4(1) and paragraph 6(1)(g), one or more persons may apply for a grant of letters patent incorporating a project company.

18.1(3)Notwithstanding any other provision of this Act, a project company is not required to have more than one shareholder or member.

18.1(4)Notwithstanding section 90, no director of a project company is required to be or become a shareholder or a member of the project company.

18.1(5)A project company may, subject to its letters patent or supplementary letters patent, by by-law

18.1(6)Section 77 of the Business Corporations Act applies to the directors and officers of a project company with the necessary modifications.

18.1(7)No project company shall pass a by-law authorizing an application for supplementary letters patent without first obtaining the written consent of the Minister of Transportation and Infrastructure, consenting to the proposed by-law.

18.1(8)Notwithstanding subsection 35.2(1), a project company applying to the Director for leave to surrender its charter shall provide with the application the written consent of the Minister of Transportation and Infrastructure, consenting to the surrender.

18.1(9)Notwithstanding section 23 of the Winding-up Act and notwithstanding paragraphs 14(1)(u) and 35.2(1)(b), a project company shall provide in its letters patent for the distribution of its assets on dissolution, surrender or winding-up and shall distribute them in accordance with those provisions.

19(1)Upon application in the manner prescribed by this Act, and upon the publication once a week for four consecutive weeks in a daily newspaper published in the city, town or county within which the works of the company are to be conducted or carried on, and if no daily newspaper is published therein, then in any newspaper having general circulation therein, for the grant of letters patent for the incorporation of a company with the rights, franchises and privileges in and by this section authorized to be granted, the Lieutenant-Governor in Council may, if the same appears to be proper, necessary and incident to the purposes and objects for which the proposed company is to be incorporated, and upon such conditions as the Lieutenant-Governor in Council may prescribe, authorize and empower the company, in and by its letters patent, to enter from time to time upon any public streets, roads, squares, open plots of ground or highways in any city or county in the Province, and break up and open such public roads, streets, squares, plots of ground or highways, or any part thereof, for the purpose of erecting and maintaining poles and posts, and stringing and maintaining wires for telegraph, telephone or electric light purposes, and for renewing and repairing the same, and for the placing and maintaining under ground, along or across such public streets, roads, squares, plots of ground or highways, streets, mains, pipes or conduits for the conveying of sewerage, water, steam or gas for motive power or for sanitary, heating or lighting purposes, and for renewing and repairing the same.

19(2)The company authorized by letters patent under this section to exercise any of the powers in this section specified, shall and may use, exercise, possess and enjoy such rights, privileges, franchises and powers, subject to such limitations and conditions as may be imposed upon the exercise thereof, as fully and completely as if the same had been specially granted to the company by Act of Assembly.

23(1)A company heretofore incorporated for any purpose or object for which letters patent may be issued under this Act, whether under a special or a general Act, and now being a subsisting and valid company, may apply for letters patent to carry on its business under this Act, and the Director may issue letters patent incorporating the shareholders of the said company as a company under this Act.

23(2)Upon the issuing of such letters patent all the rights, property and obligations of the former company are transferred to the new company, and all proceedings may be continued or commenced by or against the new company that might have been continued or commenced by or against the old company.

23(3)It is not necessary in any such letters patent to set out the names of the shareholders.

23(4)After the issue of such letters patent the company shall be governed in all respects by the provisions of this Act, except that the liability of the shareholders to creditors of the old company shall remain as at the time of the issue of the letters patent.

24(1)If a subsisting company applies for the issue of letters patent under this Act, the Director may by the letters patent, extend the powers of the company to such other objects, for which letters patent may be issued under this Act, as the applicant desires and as the Director thinks fit to include in the letters patent.

24(2)Such application, so far as it relates to additional powers, is subject to the provisions of section 45.

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.

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

31(1)Any two or more companies may amalgamate and continue as one company.

31(2)The companies proposing to amalgamate may enter into an agreement for the amalgamation prescribing the terms and conditions of the amalgamation, the mode of carrying the amalgamation into effect and stating the name of the amalgamated company, the names, callings and places of residence of the first directors thereof and how and when the subsequent directors are to be elected with such other details as may be necessary to perfect the amalgamation and to provide for the subsequent management and working of the amalgamated company, the authorized capital of the amalgamated company and the manner of converting the authorized capital of each of the companies into that of the amalgamated company.

31(3)The agreement shall be submitted to the shareholders of each of the amalgamating companies at general meetings thereof called for the purpose of considering the agreement and if three-fourths of the votes cast at each such meeting are in favour of the adoption of the agreement that fact shall be certified upon the agreement by the secretary of each of the amalgamating companies under the corporate seal thereof.

31(4)If the agreement is adopted in accordance with subsection (3), the amalgamating companies may apply jointly to the Director for letters patent confirming the agreement and amalgamating the companies so applying and on and from the date of the letters patent such companies are amalgamated and are continued as one company by the name in the letters patent provided, and the amalgamated company possesses all the property, rights, privileges and franchises and is subject to all liabilities, contracts, disabilities and debts of each of the amalgamating companies.

33(1)Where a company incorporated by letters patent or by special Act is desirous of adopting another name, it shall pass a by-law authorizing an application to that effect to the Director who, upon being satisfied that the change desired is not for any improper purpose or otherwise objectionable, may direct the issue of supplementary letters patent, reciting the former letters patent or the special Act, and changing the name of the company to some other name, that shall be set forth in the supplementary letters patent.

33(2)Notice of the issue of such supplementary letters patent shall be published in The Royal Gazette, and the cost of the notice shall be paid by the applicant.

34.1(1)Where letters patent have been issued to a company under section 16 or 18 in one of the official languages and that company is desirous of obtaining like letters patent in the official language other than that in which they were originally issued, the company may make application for the reissuance of the letters patent and any supplementary letters patent by providing the Director with

34.1(2)Before the Director reissues the letters patent and any supplementary letters patent the applicant shall establish to the satisfaction of the Director that

34.1(3)The Director may, on being satisfied with the evidence provided in accordance with subsection (2), reissue the letters patent and any supplementary letters patent in the official language other than that in which the letters patent and any supplementary letters patent were originally issued.

34.1(4)Where the Director reissues letters patent and any supplementary letters patent under subsection (3), those

34.1(5)The reissuance of letters patent and any supplementary letters patent by the Director under subsection (3) does not affect the rights or obligations of the company.

34.1(6)If, after the reissuance of the letters patent and any supplementary letters patent, the name of the company differs from the name given to the company under the original letters patent or any supplementary letters patent the Director shall publish notice of the new name in The Royal Gazette and the cost of the notice shall be paid by the applicant at the time the application is made.

35(1)Subject to subsections (2) and (3), the Director may forfeit the charter of the company by issuing a certificate of dissolution under this section if a company

35(2)The Director shall not dissolve a company under this section unless the Director has

35(3)Publication in The Royal Gazette of the notice of the Director’s decision to dissolve a company shall be deemed to be notice to the company.

35(4)Sixty days after the notice of the Director’s decision to dissolve a company is published in The Royal Gazette, the Director may dissolve the company.

35(5)Unless cause to the contrary has been shown, the Director may, after the expiry of the period referred to in subsection (4), issue a certificate of dissolution and the company ceases to exist on the date shown in the certificate of dissolution.

35.1(1)The Director may, upon application of any interested party, and upon good cause being shown, revive any charter forfeited under section 35, upon compliance with such conditions as the Director may require.

35.1(2)The Lieutenant-Governor in Council may, in writing, direct the Director to revive the company whose charter has been forfeited and upon receiving such direction, the Director shall revive the charter of the company.

35.1(3)Where the Director acts under subsection (1) or receives a direction from the Lieutenant-Governor in Council under subsection (2), the Director shall issue a certificate of revival.

35.1(4)A company is revived on the date shown on the certificate of revival and thereafter the company, subject to the rights acquired by any person after its dissolution, has all the rights and privileges and is liable for the obligations that it would have had if it had not been dissolved.

35.2(1)The charter of a company incorporated by letters patent or by special Act of the Legislature may be surrendered if the company proves to the satisfaction of the Director

35.2(2)Subject to subsection (1), the Director may accept a surrender of the charter and issue a certificate of dissolution, which may be dated as of the date the application is received by the Director or any later date, and the company ceases to exist on the date shown in the certificate of dissolution.

35.3(1)Notwithstanding the dissolution of a company under this Act,

35.3(2)Service of a document on a company after its dissolution may be effected by serving the document upon a person shown in the last notice filed under subsection 87(6), or if no notice has been filed under that subsection, upon a person shown as a director in the letters patent.

35.3(3)Notwithstanding the dissolution of a company, a shareholder to whom any of its property has been distributed is liable to any person claiming under subsection (1) to the extent of the amount received by that shareholder upon such distribution, and an action to enforce such liability may be brought within two years after the date of dissolution of the company.

35.4(1)Upon the dissolution of a company, the portion of the property distributable to a creditor or shareholder who cannot be found shall be either converted into money and paid to the Minister of Finance and Treasury Board or transferred, delivered or conveyed to the Crown in right of the Province.

35.4(2)A payment under subsection (1) shall be deemed to be in satisfaction of a debt or claim of such creditor or shareholder.

35.4(3)If at any time a person establishes that the person is entitled to any money paid to the Minister of Finance and Treasury Board under this section, the Minister of Finance and Treasury Board shall pay an equivalent amount to the person out of the Consolidated Fund.

35.5(1)Subject to section 35.3 and section 35.4, property of a company that has not been disposed of at the date of its dissolution vests in the Crown in right of the Province.

35.5(2)If a company is revived under section 35.1, any property other than money that vested in the Crown pursuant to subsection (1) and that has not been disposed of shall be returned to the company and there shall be paid to the company out of the Consolidated Fund

35.5(3)If a company is revived under section 35.1, any property other than money to be returned to the company in accordance with subsection (2) shall vest in the company without any deed, bill of sale or other document from the Crown or any action by the Crown.

38(1)A company shall not make a loan to any of its shareholders or directors or give whether directly or indirectly, and whether by means of a loan, guarantee, the provision of security or otherwise, any financial assistance for the purpose of, or in connection with, a purchase made or to be made by any person of any shares in the company; but nothing in this section shall be taken to prohibit

38(2)For the purpose of this section “private company” means a company as to which by letters patent or supplementary letters patent

38(3)The powers under paragraphs (1)(c), (d), and (e) may be exercised by by-law.

39(1)The company shall at all times have its head office at a stated place in the Province, which shall be the legal domicile of the company in New Brunswick; the company may establish such other offices and agencies elsewhere as it deems expedient.

39(2)If, in the application for letters patent or supplementary letters patent, permission is sought to hold meetings, either annual or special or both, of the shareholders of the company outside the Province, such permission may be granted in the discretion of the Director, but the head office of the Company shall, notwithstanding such permission, be located within the Province.

39(3)If, in the application for letters patent or supplementary letters patent, permission is sought by the applicants, and the Director, by reason of the circumstances set forth in such application, deems it expedient so to do, he may by the letters patent or supplementary letters patent grant permission to the company to hold meetings of the directors outside the Province.

39(4)A company incorporated by Act of Assembly has the right by law to change the location of its head office in the Province as fully as if the same had been incorporated by letters patent so long as the head office is not located outside the limits of the Province.

39(5)The seal of the company shall be kept at its head office, but a duplicate seal or seals of the company may be authorized by by-law to be kept and used elsewhere.

39(6)Unless the letters patent otherwise provide, the directors of a company may change the place or address of the company’s head office.

39(8)A company shall file with the Director, within fifteen days after any change in the place or address of its head office, a notice in the prescribed form.

41(1)Every contract, engagement or bargain made, and every bill of exchange drawn, accepted or endorsed, and every promissory note and cheque made, drawn or endorsed on behalf of the company by any agent, officer or servant of the company within the apparent scope of his authority as such agent, officer or servant is binding upon the company.

41(2)It is not necessary in any case to have the seal of the company affixed to any such contract, agreement, engagement, bargain, bill of exchange, promissory note or cheque, or to prove that the same was made, drawn, accepted or endorsed, as the case may be, in pursuance of any by-law or special vote or order.

41(3)No person acting as such agent, officer or servant of the company is thereby subjected individually to any liability whatever to any third person.

42.1(1)Notwithstanding section 42, a company incorporated under the laws of New Brunswick shall carry on business using its proper corporate name or any name that it has registered under the Partnerships and Business Names Registration Act.

46(1)Upon the due passing of such by-law being so established, the Director may grant supplementary letters patent, extending the powers of the company to all or any of the objects or reducing, limiting, amending or varying such powers or any provisions of the letters patent or supplementary letters patent as are defined in the by-law, or granting permission to hold shareholders’ or directors’ meetings outside the Province; and notice thereof in the form prescribed by regulation shall be forthwith published by the Director in The Royal Gazette, and the cost of such publication shall be paid by the applicants.

46(2)From the date of the supplementary letters patent, the undertaking of the company extends to and includes the further or other purposes or objects set out in the supplementary letters patent as fully as if such further or other purposes or objects were mentioned in the original letters patent.

48(1)Where a compromise or arrangement is proposed between a company and its shareholders, or any class of them, affecting the rights of shareholders or any class of them under the company’s letters patent or supplementary letters patent or by-laws, a judge of the Court may on application in a summary way of the company or of any shareholder order a meeting of the shareholders of the company or of any class of shareholders, as the case may be, to be summoned in the manner that the judge directs.

48(2)If the shareholders or class of shareholders, as the case may be, present in person or by proxy at the meeting, by three-fourths of the shares of each class represented and voted agree to the compromise or arrangement either as proposed or as altered or modified at such meeting called for the purpose, the compromise or arrangement may be sanctioned by a judge as aforesaid, and if so sanctioned the compromise or arrangement and any reduction or increase of share capital and any provision for the allotment or disposition thereof by sale or otherwise as therein set forth, may be confirmed by supplementary letters patent, which are binding on the company and the shareholders or class of shareholders, as the case may be.

48(3)Where at the meeting called as hereinbefore provided dissentient votes are cast by shareholders of one or more classes affected, and where, notwithstanding such dissentient votes, the compromise or arrangement is agreed to by the holders by three-fourths of each class represented, it is necessary, unless the judge in his discretion otherwise orders, that the company notify each dissentient shareholder in the manner prescribed by the judge of the time and place when application will be made to the judge for the sanction of the compromise or arrangement.

48(4)The expression “arrangement” as used in this section shall be construed as extending to any reorganization of the share capital of the company including, without limiting the foregoing, the consolidation of shares of different classes, the division of shares of different classes, the conversion of shares into shares of another class or classes and the modification of the provisions attaching to shares of any class or classes and as including an amalgamation or reconstruction as hereinafter defined which expression “amalgamation or reconstruction” means an arrangement pursuant to which a company, in this subsection called “the transferor company,” transfers or sells or proposes to transfer or sell to any other company, in this subsection called “the transferee company”, the whole or a substantial part of the business and assets of the transferor company for a consideration consisting in whole or in part of shares, debentures or other securities of the transferee company and either, any part of such consideration is proposed to be distributed among shareholders of the transferor company of any class, or the transferor company proposes to cease carrying on the business or part of its business so sold or transferred or proposed to be sold and transferred.

48(5)This section shall be construed as enabling only.

49(1)The shareholders of the company as such are not responsible for any act, default or liability of the company, or for any engagement, claim, payment, loss, injury, transaction, matter or thing relating to or connected with the company.

49(2)The liability of a shareholder in respect of any share held by him in the company, in respect of which he is liable as a shareholder, is limited

50(1)Every shareholder, until the balance of the amount at which his shares were issued is paid up, is individually liable to the creditors of the company to an amount equal to that not paid thereon; but he is not liable to an action therefor by any creditor until the creditor has obtained and enforced judgment against the company and the judgment is not wholly satisfied.

50(2)The unsatisfied amount of the judgment against the company, not exceeding the amount unpaid on his shares, as aforesaid, is the amount recoverable, with costs, from such shareholder.

50(3)Any amount so recoverable, if paid by the shareholder, shall be considered as paid on his shares.

52(1)No person, holding stock in the company as an executor, tutor, curator, guardian or trustee of or for any person named in the books of the company as being so represented by him, is personally subject to liability as a shareholder; but the estate and funds in the hands of such person are liable in like manner, and to the same extent, as the testator or intestate would be if living, or the minor, ward or interdicted person, or the person interested in the trust fund would be if competent to act and holding the stock in his own name.

52(2)No person holding such stock as collateral security is personally subject to such liability, but the person pledging the stock shall be considered for the purpose of such liability as holding the same and is liable as a shareholder accordingly.

54(1)Every prospectus of the company, and every notice inviting persons to subscribe for shares in the company, shall contain

54(2)Every such prospectus or notice that does not comply with this section shall, with respect to any person who takes shares in the company on the faith of such prospectus or notice, be deemed fraudulent on the part of the officers of the company who issue such prospectus or notice.

55(1)The stock of the company is personal estate and is transferable on the books of the company in the manner and subject to all the conditions and restrictions prescribed by this Act, the special Act or by the letters patent or supplementary letters patent or by the by-laws of the company.

55(2)Nothing herein shall be construed to prevent the seizure and sale of any such stock under the Enforcement of Money Judgments Act.

57(1)A by-law authorizing the issue or allotment of any portion of the unissued stock of the company for the payment of the president or any director is valid if the by-law has been confirmed at an annual meeting or a general meeting duly called for the purpose.

57(2)A by-law authorizing the issue, allotment or sale of any part of the unissued stock of the company to a dealer registered under the Securities Act at a discount is valid if the by-law has been confirmed at an annual meeting or a general meeting of the shareholders duly called for the purpose, and if the amount of the discount has been approved by the Executive Director of Securities appointed under the Financial and Consumer Services Act.

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

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.

59(1)Holders of shares of preferred stock are shareholders within the meaning of this Act, and in all respects possess the rights and are subject to the liabilities of shareholders, but in respect of dividends, and in any other respect as authorized by this Act, they are, as against the ordinary shareholders, entitled to the preferences and rights and subject to the restrictions and limitations given by the letters patent or supplementary letters patent.

59(2)Where preference shares or deferred shares are issued subject to redemption, purchase for cancellation or conversion, they shall not be redeemed, purchased for cancellation or converted until they have been paid up in full.

59(3)Where preference shares are redeemed or purchased for cancellation by the company they are thereby cancelled, and the authorized and the issued capital of the company is thereby decreased.

60(1)Where a company, any of whose shares are issued subject to redemption, purchase for cancellation or conversion, applies for supplementary letters patent, no step shall be taken towards the issue of the supplementary letters patent until the company files with the application a notice under the hand of the secretary and the seal of the company setting out the number of shares that have been redeemed, purchased for cancellation or converted and the class or classes thereof into which the shares were converted, and the date thereof, since the issue of the letters patent, or of the last supplementary letters, if any, as the case may be.

60(2)Where no shares of the company have been redeemed, purchased for cancellation or converted, the notice shall so state.

61(1)The company is not bound to see to the execution of any trust, whether express, implied or constructive, in respect of any share.

61(2)The receipt of the shareholder in whose name the share stands in the books of the company is a valid and binding discharge to the company for any dividend or money payable in respect of such share whether notice of such trust has been given to the company or not.

61(3)The company is not bound to see to the application of the money paid upon such receipt.

62(1)The directors may, at any time, when the par value of the existing shares of the company is less than one hundred dollars each, make a by-law consolidating them into shares of a larger par value; but no such consolidated share shall exceed the par value of one hundred dollars.

62(2)For the purpose of such consolidation, the company has the power to purchase fractions of shares, and is bound to sell any shares held from such purchases within two years after the purchase.

62(3)The directors may, at any time, make a by-law sub-dividing the existing shares into shares of a smaller amount or converting any class of shares into any other class or classes of shares.

63(1)The directors may, at any time, make a by-law for increasing the capital stock of the company to any amount that they consider requisite for the due carrying out of the objects of the company.

63(2)Such by-law shall declare the number of the shares of new stock, and may prescribe the manner in which the shares of new stock shall be allotted.

63(3)In default of the manner of the allotment of the shares of the new stock being prescribed by such by-law, the control of such allotment vests absolutely in the directors.

64(1)The directors may, at any time, make a by-law for reducing the capital stock of the company to any amount that they consider advisable and sufficient for the due carrying out of the undertaking of the company.

64(2)Such by-law shall declare the number and value of the shares of the stock as so reduced, and the allotment thereof, or the manner in which the same shall be made.

64(3)The liability of the shareholders to persons who were, at the time of the reduction of the capital, creditors of the company remains the same as if the capital had not been reduced.

65(1)No by-law for increasing or reducing the capital stock of the company, or for consolidating or subdividing or converting the shares, has any force or effect, until it is approved by the votes of shareholders representing at least two-thirds of the votes cast at a special general meeting of the company duly called for considering the same, and afterwards confirmed by supplementary letters patent.

65(2)At any time not more than six months after the approval of the by-law for increasing or reducing the capital stock of the company, or for consolidating or subdividing or converting the shares, the directors may apply to the Director for the issue of supplementary letters patent to confirm the by-law.

66(1)The directors shall, with the application, produce a copy of the by-law, under the seal of the company, and signed by the president or vice-president and the secretary or other authorized officer, and establish to the satisfaction of the Director the due passage and approval of the by-law and the expediency and bona fide character of the increase or reduction of capital or conversion or subdivision or consolidation of shares, as the case may be, thereby provided for.

66(2)The Director shall, for that purpose, take any requisite evidence in writing, by oath or affirmation or by solemn declaration, and shall keep on record any evidence so taken.

67(1)Upon the due passage and approval of such by-law being so established, the Director may grant such supplementary letters patent.

67(2)Notice, in the form prescribed by regulation, of the granting of the supplementary letters patent, shall be forthwith given by the Director in The Royal Gazette, and the cost of publication of the notice shall be paid by the applicants.

67(3)From the date of such supplementary letters patent, the capital stock of the company is increased or reduced or the shares consolidated or subdivided or converted as the case may be, to the amount, in the manner and subject to the conditions set forth by such by-law.

67(4)The whole of the stock, as so increased or reduced or with such consolidated or subdivided or converted shares becomes subject to the provisions of this Act, in like manner, as far as possible, as if every part thereof had been or formed part of the stock of the company originally subscribed.

71(1)The directors may receive from a shareholder willing to advance the same, beyond the sum then actually called for, all or any part of the amount remaining unpaid on shares held by such shareholder.

71(2)Upon the money, so paid in advance, or so much thereof as, from time to time, exceeds the amount of the calls then made upon the shares in respect of which the advance is made, the company may pay interest at a rate not exceeding eight per cent per annum that the shareholder who pays the sum in advance and the directors agree upon.

72(1)If after such demand or notice as is prescribed by letters patent, or by resolution of the directors, or by the by-laws of the company, any call made upon any share is not paid within such time as by such letters patent or resolution of the directors or the by-laws is limited in that behalf, the directors, in their discretion, by vote to that effect duly recorded in their minutes, may summarily declare forfeited any shares whereon such call is not paid.

72(2)Shares so declared forfeited thereupon become the property of the company, and may be disposed of as the company, by by-law or otherwise, prescribes.

72(3)Notwithstanding such forfeiture, the holder of such shares at the time of forfeiture continues liable to the creditors of the company at such time for the full amount unpaid on the shares at the time of forfeiture, less any sums that are subsequently received by the company in respect thereof.

73(1)The directors may, instead of declaring forfeited any share or shares, enforce payment of all calls, and interest thereon by action in a court of competent jurisdiction.

73(2)In such action it is not necessary to set forth the special matter, but it is sufficient to declare that the defendant is a holder of one share or more, stating the number of shares, and is indebted in the sum of money to which the calls in arrear amount, in respect of one call or more, upon one share or more, stating the number of calls and the amount of each call, whereby an action has accrued to the company under this Act.

78(1)A company, by by-law passed by the directors and unanimously confirmed by all its shareholders at any general meeting, may provide that the company is a close corporation and that the shares of the capital stock or any class or classes thereof are not transferable to any person not being a shareholder of that class of share at the time such transfer is proposed to be made, until the name of the proposed transferee is submitted to the directors and they have given consent to the transfer or upon such other terms or conditions as may be provided by the by-law.

78(2)Where such a shareholder desires to dispose of his shares, it is lawful for the company to accept a surrender of the same as may be provided by such by-law, and forthwith to re-issue the same and pay for his shares the amount that was received upon such re-issue.

78(3)Such by-law, in all cases of close corporations, shall be noted on the stock certificate, and the stock certificate is not negotiable but is evidence only against the company that the party to whom the same is issued is at the time of the issue thereof a holder of shares in the company to the amount named in the certificate.

79(1)A company may, pursuant to any by-law, close its transfer book for seven days previous to the payment of a dividend, not exceeding four times in any one year.

79(2)Any transfer of the shares or other interest of a deceased shareholder, made by his personal representative, is, notwithstanding such personal representative is not himself a shareholder, of the same validity as if he had been a shareholder at the time of his execution of the instrument of transfer.

79(3)If a transmission of shares or other securities of a company takes place by virtue of any testamentary act or instrument, or in consequence of an intestacy, and if the probate of the will or letters of administration or document testamentary, or other judicial or official instrument under which the title, whether beneficial or as trustee, or the administration or control of the personal estate of the deceased is claimed to vest, purports to be granted by any court or authority in Canada or in any foreign country, the probate of the will, the letters of administration, the document testamentary or the other judicial or official instrument or any authenticated copy thereof, or official extract therefrom, shall together with a declaration in writing showing the nature of such transmission and signed and executed by the person or persons claiming by virtue thereof, be produced and deposited with the manager, secretary, treasurer or other officer or transfer agent named by the directors for the purpose of receiving the same.

79(4)Subject to the provisions of the Succession Duty Act, chapter 12 of 24 George V, such production and deposit is sufficient justification and authority to the company for paying the amount or value of any dividend, coupon, bond, debenture or obligation or share, or transferring or consenting to the transfer of any bond, debenture or obligation or share, in pursuance of and in conformity with such probate, letters of administration or other such document.

80(1)A company, if so authorized by its letters patent or supplementary letters patent and subject to the provisions thereof, may, with respect to any fully paid-up shares, issue under its common seal 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.

80(2)A share warrant entitles the bearer thereof to the shares therein specified, and the shares may be transferred by delivery of the warrant.

80(3)The bearer of a share warrant is entitled, subject to the provisions and regulations respecting share warrants contained in the letters patent or supplementary letters patent, on surrendering it for cancellation, to have his name entered on the books of the company as the holder of the shares specified in the share warrant, and the company is responsible for any loss incurred by any person by reason of the company entering on the books of the company the name of the bearer of a share warrant, in respect of the shares therein specified, without the warrant being surrendered and cancelled.

80(4)The bearer of a share warrant may, if the provisions and regulations respecting share warrants so provide, be deemed to be a shareholder of the company, either to the full extent or for any purposes defined by such regulations, except that he is not qualified in respect of the shares specified in the warrant for being a director of the company.

80(5)On the issue of a share warrant the company shall remove from its books 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 books the following particulars, namely:

80(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 books of the company 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.

80(7)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 stock of the company for the purpose of a general meeting of shareholders.

81(1)If authorized by by-law, sanctioned by a vote of not less than two-thirds of the votes cast at a general meeting duly called for considering the by-law, the directors may from time to time

81(2)Any such by-law may provide for the delegation of such powers by the directors to such extent and in such manner as may be set out in the by-law.

81(3)A condition contained in a debenture, or in a deed for securing any debentures, whether issued or executed before or after the passing of this Act, is not invalid by reason only that thereby the debentures are made irredeemable, or redeemable, only on the happening of a contingency however remote, or on the expiration of a period however long, any rule of equity to the contrary notwithstanding.

81(4)Nothing contained in this section limits or restricts the borrowing of money by the company on bills of exchange, or promissory notes made, drawn, accepted or endorsed by or on behalf of the company.

82(1)Where a company has redeemed any debentures previously issued, the company, unless the conditions of issue expressly otherwise provide, or unless the debentures have been redeemed in pursuance of any obligation on the company so to do, not being an obligation enforceable only by the person to whom the redeemed debentures were issued, or his assigns, has power to keep the debentures alive for the purposes of re-issue and, where a company has purported to exercise such a power, the company has power to re-issue the debentures either by re-issuing the same debentures or by issuing other debentures in their place, and upon such a re-issue the person entitled to the debentures has the same rights and priorities as if the debentures had not previously been issued.

82(2)Where with the object of keeping debentures alive for the purpose of re-issue, they have, either before or after the passing of this Act, been transferred to a nominee of the company, a transfer from that nominee shall be deemed to be re-issue for the purposes of this section.

82(3)Where a company has deposited any of its debentures to secure advances from time to time on current account or otherwise, the debentures shall not be deemed to have been redeemed by reason only of the account of the company having ceased to be in debit while the debentures remained so deposited.

82(4)The re-issue of a debenture, or the issue of another debenture in its place, under the power by this section given to, or deemed to have been possessed by, a company, whether the re-issue or issue was made before or after the passing of this Act, shall not be treated as the issue of a new debenture, for the purposes of any provision limiting the amount or number of debentures to be issued.

82(5)Nothing in this section affects any power to issue debentures in the place of any debentures paid off, or otherwise satisfied or extinguished, reserved to a company by its debentures or the securities for the same.

83(1)A company incorporated by letters patent or under special Act of the Legislature may, with the approval of a Judge given after hearing such parties as he thinks necessary to be heard, and with the consent of the Lieutenant-Governor in Council, deposit with the Minister of Finance and Treasury Board a sum of money or bonds or debentures of the Province, or of Canada, sufficient to provide for the retirement at maturity of any bonds or debentures issued by such company and for all interest accruing until such maturity.

83(2)Upon the deposit being made and the Judge and the Lieutenant-Governor in Council being satisfied that the sum of money or bonds or debentures deposited is adequate to provide for the retirement of such bonds or debentures at maturity, and that such sum with the interest thereon, and such bonds or debentures with the income thereof, are sufficient to provide for all interest accruing on the company’s bonds or debentures until maturity, the Lieutenant-Governor in Council may grant a certificate of such deposit under the hand and seal of the Minister of Finance and Treasury Board, which certificate shall recite the fact of such deposit being made.

83(3)The Judge is thereupon empowered to order and declare that the real and personal property of the company mortgaged as security therefor, is freed and discharged from such mortgage.

83(4)The order of the Judge may be registered in the registry office in any county where the company has property subject to such mortgage.

83(5)Upon the filing of the order in the registry office where the mortgage is filed as a bill of sale, all personal property covered by the mortgage, or bill of sale by way of mortgage, securing such bonds or debentures, and upon the registration of the order, all real estate of such company covered by such mortgage in the county where such order is registered is freed and discharged from the operation thereof.

83(6)If the mortgage is a trust mortgage for the purpose of securing an issue of bonds, the trustee for the bondholders may, upon production of such order made by the said judge, execute a release of the mortgaged property from the said mortgage which likewise may be entered of registry, and the mortgage may be delivered up by the trustee to the company and cancelled.

83(7)The Province shall receive such remuneration, for the services to be performed by the Department of Finance and Treasury Board under this section, as may be determined by the Lieutenant-Governor in Council.

83(8)Upon the application of a company having made a deposit pursuant to subsection (1), the Lieutenant-Governor in Council may permit the exchange of all or any of the money, bonds or debentures deposited by the company for all or any of the outstanding bonds or debentures of the company in respect of which the deposit was made, and as a condition of the exchange may require the payment or cause to be paid such adjustment of principal or interest as the Lieutenant-Governor in Council deems advisable, and any such bonds or debentures so exchanged for money, bonds or debentures held by the Lieutenant-Governor in Council on deposit shall forthwith be cancelled.

87(1)The affairs of the company shall be managed by a board of not less than three directors.

87(1.1)The directors of a company shall be shareholders or members of the company.

87(1.2)The following persons are disqualified from being a director of a company:

87(2)The company may, by by-law, increase the number of its directors or may decrease the number to not less than three; but no by-law for either of said purposes is valid or shall be acted upon unless approved by a vote of at least two-thirds of the votes cast at an annual meeting or at a special general meeting of the shareholders duly called for considering the by-law.

87(3)Where such a by-law is approved at such meeting the by-law becomes effective and may be acted upon forthwith, unless prior to its so being acted upon a shareholder, or the representative of a shareholder, files with the secretary of the meeting a protest against the by-law, in which case the by-law does not become effective and shall not be acted upon unless or until a copy thereof certified under the seal of the company has been deposited with the Director and approved by him.

87(4)Where a by-law increasing the number of directors becomes effective as aforesaid, the meeting approving the by-law may elect the additional directors or in default thereof the board may appoint such additional directors.

87(5)The persons named as such in the letters patent are the directors of the company until replaced by others duly appointed in their stead.

87(6)A company shall forward to the Director, within fifteen days after a change is made amongst its directors, a notice in the prescribed form setting out the change and the Director shall keep that notice on record.

94.1(1)Subject to the letters patent and supplementary letters patent, a resolution in writing or counterparts of such a resolution, signed 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 had been passed at a meeting of directors or committee of directors duly called, constituted and held.

94.1(2)Every resolution or counterpart referred to in subsection (1) shall be kept with the minutes of the meetings of the proceedings of the directors or committee of directors.

96(1)The directors may administer the affairs of the company in all things, and make or cause to be made for the company any description of contract that the company may by law enter into, and may make by-laws not contrary to law or to the letters patent of the company or to this Act, as to the following matters:

96(2)No by-law for the payment of the president or of any director is valid or shall be acted upon unless confirmed at an annual meeting or a special general meeting duly called for that purpose.

103.1(1)Subject to the letters patent and supplementary letters patent, a resolution in writing signed by all the shareholders or members entitled to vote on that resolution at a meeting of shareholders or members is as valid as if it had been passed at a meeting of the shareholders or members.

103.1(2)Subject to the letters patent and supplementary letters patent, a resolution in writing dealing with all matters required by this Act to be dealt with at a meeting of shareholders or members, or counterparts of such a resolution, signed by all the shareholders or members entitled to vote at that meeting, satisfies all the requirements of this Act relating to meetings of shareholders or members duly called, constituted and held.

103.1(3)Every resolution or counterpart referred to in subsection (1) or (2) shall be kept with the minutes of the meetings of shareholders or members.

105(1)A book called the register of transfers shall be provided, and in the book shall be entered the particulars of every transfer of shares in the capital of the company.

105(2)One or more branch registers of transfers may be kept at places appointed by the directors.

105(3)Every transfer made at a branch registry shall be forthwith reported to the head office of the company.

106(1)Such books, with the exception of the minute books of the directors and executive committee, shall, during reasonable business hours of every day except Sundays and holidays, be kept open at the head office of the company or at such place as may be authorized under subsection (2) or (3) of this section, for the inspection of shareholders and creditors of the company and their personal representatives, and of any judgment creditor of a shareholder.

106(2)The Lieutenant-Governor in Council upon cause being shown to him may by order designate some other office of the company in the Province as the place where its books may be kept for the purposes of subsection (1).

106(3)Where an agent with an established place of business in the Province is appointed by the company for the purpose of recording the transfer of its shares, the book, in which are recorded the particulars mentioned in paragraphs 104(b), (c), (d), (e) and (f), may be kept at the agent’s place of business in the Province where the register of transfers is kept.

106(4)Every such shareholder, creditor or personal representative or judgment creditor may make extracts therefrom.

109(1)Upon the application of shareholders representing not less than one-fourth in value of the issued capital stock of the company a judge may, if he deems it necessary, appoint a competent inspector to investigate the affairs and management of the company, who shall report to the judge the result of the investigation.

109(2)The application shall be supported by such evidence as the judge may require for the purpose of showing that the applicants have good reason for requiring an investigation to be made, and that they are not actuated by malicious motives in instituting the investigation.

109(3)The judge may make necessary rules as to the investigation and prescribe the manner in which, and the extent to which, the investigation shall be conducted, or may, if he deems it necessary, examine the officers or directors of the company under oath as to matters that come in question.

109(4)The expense of the investigation shall, in the discretion of the judge, be defrayed by the company, or by the applicants, or partly by the company and partly by the applicants as the judge may order, who may, if he thinks fit, require the applicants to give security to cover the probable cost of the investigation, and upon the investigation and report the judge may make an order for the winding-up of the company or such other order as he deems proper.

110(1)The company may by resolution passed at an annual meeting, or at a general meeting called for the purpose, appoint an inspector to examine into the affairs of the company, and may in the resolution direct the manner and extent of the investigation and the matter to be investigated.

110(2)The inspector so appointed has the same powers as an inspector appointed by a judge, and shall make his report in the manner and to the persons that the company by the resolution directs.

112(1)It is the duty of all officers and servants of the company to produce for the examination of any inspector appointed by a judge, or by the company, all books and documents in their custody or power relating to the affairs of the company.

112(2)Any such inspector may examine upon oath the officers and agents of the company in relation to its business.

113(1)Any summons, notice, order, other process or document required to be served upon the company may be served by leaving it at the head office of the company with any adult person in the employ of the company, or by serving it on the president, secretary or other officer of the company.

113(2)If the company has no known office and no known president, secretary or other officer, the court may order such publication as it deems requisite to be made in the premises; and such publication shall be deemed to be due service upon the company.

122(1)The company shall be guided by the order of the Judge establishing the right to such shares.

122(2)The order or judgment has the effect of a release from every other claim to the said shares, or arising in respect thereof, and shall fully indemnify and save harmless the company from any such claim.

124(1)The statement referred to in section 123 shall include

124(2)The provisions of this section do not apply to an incorporated fishing, sporting or literary club or association or any company incorporated without capital stock under the provisions of section 18.

125(1)The directors of every company shall, upon the request of any shareholder, cause to be delivered to him a copy of the statement referred to in sections 123 and 124.

125(2)The request referred to in subsection (1) may be made before, at or after the meeting; and if made within fourteen days before the meeting, the directors shall cause the copy to be delivered not later than four days following the receipt of the request.

126(1)Before the last day of the month following the anniversary month, without notice or demand, every company incorporated under the laws of New Brunswick except those subject to the Loan and Trust Companies Act, the Business Corporations Act, the Cooperatives Act or the Credit Unions Act shall deliver to the Director a statement, signed by a director or an officer of the company, in the form prescribed by regulation.

126(1.1)For the purposes of this section, “anniversary month” means the month of each year that is the same as the month in which the company was incorporated under the laws of New Brunswick.

126(3)The Director may in his discretion and for good cause enlarge the time for making and delivering any such statement.

126(4)The Lieutenant-Governor in Council may make regulations

126(5)Such fees may vary in amount, having regard to the nature of the company, amount of capital stock, the amount of capital invested or used in conducting the company’s business in the Province and otherwise as may be deemed expedient.

126(6)Upon the receipt of the statement and the fees payable thereon the Director may issue a certificate of the making of such statement under his hand, which shall be received as prima facie evidence of the statements contained in such certificate in all courts.

126.1(1)A person who knowingly makes or assists in making a report, return, notice, statement or other document required by this Act or the regulations to be sent to the Director that

126.1(1.1)If the person who commits an offence under subsection (1) is a company, then, whether or not the company has been prosecuted or convicted, any director or officer of the company who knowingly authorizes, permits or acquiesces in the commission of that offence, commits an offence punishable under Part II of the Provincial Offences Procedure Act as a category F offence.

126.1(2)No person commits an offence under subsection (1) or subsection (1.1) if the untrue statement or omission was unknown to him and in exercise of reasonable diligence could not have been known to him.

135(1)The Lieutenant-Governor in Council may make regulations

135(2)Such fees may vary in amount under any rule as to the nature of the company, amount of capital and otherwise, that may be deemed expedient.

135(3)No step shall be taken in any department towards the issue of any letters patent or supplementary letters patent until all fees therefor have been duly paid.

137(1)Where money is payable by a company to one of its shareholders as dividend, or by way of distribution of assets, and

137(2)The Minister of Finance and Treasury Board shall keep a separate account of the money deposited under the provisions of this section and shall allow interest at the rate of three per cent per annum on such money remaining on deposit with him for more than six months.

137(3)Such money with any accrued interest shall be paid to the shareholder or his legal representatives upon order of a Judge to be made on proof of the claimant’s right to such money.

140(1)The name of a company incorporated under this Part shall contain the words “Mutual Insurance Company” or “Compagnie mutuelle d’assurance”, with such other words preceding or following as may be approved by the Director.

140(2)Upon the request of the company and with the approval of the Director its name may be changed.

141(1)A company incorporated under this Part has no shares; but each person insured under a policy issued by the company is a member thereof.

141(2)A company shall have not less than fifty members insured under policies issued by it for sums amounting in the aggregate to not less than one hundred thousand dollars.

142(1)Any five or more persons, of the age of nineteen years or over, being residents of any county in the Province and owning real estate in that county, may apply to the Superintendent for his approval to promote the organization of a company under this Part.

142(2)An application under subsection (1) shall be in writing and shall be signed by each of the applicants, with his post office address, and each signature shall be witnessed, and the applicants shall be known as the promoters of the proposed company, and one of them shall be named in the application as chairman.

142(3)If the Superintendent approves of the application, he shall forward to the promoters through their chairman one or more books, known as subscription books, for the purpose of obtaining subscribers to the organization of the proposed company.

142(4)Each subscription book shall contain

142(5)Each subscriber shall be of the age of nineteen years or over, and be the owner of, or have an insurable interest in insurable property within New Brunswick, and each subscriber shall, in addition to his name, set forth in the subscription book his address, the parish or town in which the property to be insured is situate and the amount of insurance for which he subscribes.

142(6)The signature of each subscriber shall be witnessed and proved by affidavit.

143(1)After insurance has been subscribed by fifty or more subscribers to an amount not less than one hundred thousand dollars, the promoters through their chairman may call an organization meeting of the subscribers to consider the advisability of applying for the incorporation of a mutual fire insurance company under this Part, and to do such other business as may be necessary.

143(2)Notice stating the object and the time and place of such meeting shall be mailed to each subscriber and to the Superintendent at least ten days before the date of meeting.

143(3)The Superintendent may call such organization meeting if the promoters fail to do so within a time considered reasonable by the Superintendent.

143(4)The presence of not less than twenty subscribers is necessary to constitute a valid meeting.

146(1)Within ten days after the meeting of the provisional Board of Directors, the secretary of the proposed company shall forward to the Director a petition for incorporation setting forth:

146(2)The petition shall be signed by the president and secretary appointed at the meeting of the provisional Board of Directors and the facts therein shall be verified by affidavit.

146(3)Accompanying the petition shall be a copy of the minutes of the organization meeting and of the meeting of the provisional Board of Directors, together with a copy of all subscription books, proved by affidavit to be a true copy.

146(4)The secretary shall forward to the Director the fees payable on the incorporation of a company under this Part.

146(5)Upon the request of the Director, the original minutes of such meetings and the original subscription books shall be produced before him for examination.

147(1)Upon receipt by the Director of the petition and documents, and a sum sufficient for the payment of all fees, and upon the certificate of the Superintendent that the proceedings for the incorporation of the company have been in compliance with sections 142 and 143 and the Insurance Act, and that the subscriptions are made in good faith and by persons possessing property to insure, the Director may issue letters patent incorporating the applicants and others who thereafter become members in the company thereby created a company for the objects and purposes set forth in this Part and the Insurance Act.

147(2)The letters patent shall limit the powers of the company thereby created to undertaking contracts of insurance against loss by fire, lightning or explosion upon farm and other non-hazardous property upon the premium note plan or under the Mutual Insurance Guarantee Fund established under the Insurance Act subject to the provisions of and the regulations under this Part and the Insurance Act.

147(3)Notwithstanding subsection (2), a company incorporated under this Part shall have and shall be deemed to have had since the time of the issue of its letters patent, in addition to the power to undertake contracts of insurance against loss by fire, lightning and explosion on farm and other non-hazardous property, the power to undertake contracts of

150(1)Each subscriber to the subscription books for the organization of the company shall within three weeks from the date of the incorporation of the company, or within such further period as may be allowed by the Superintendent, apply to the company in accordance with its by-laws, for a contract of insurance in an amount not less than the amount subscribed for by him.

150(3)During such period no act of the company shall be rendered void or inoperative nor shall its incorporation be prejudiced or affected, by reason of the company not having obtained the minimum membership nor made contracts of insurance to the minimum aggregate amount required by this Part.

150(4)No subscriber shall be deemed to have a contract of insurance with the company until an application for a contract has been made by him to the company and a policy of insurance issued by the company to him.

150(5)Notwithstanding anything in this section, until the minimum membership and minimum aggregate amount of insurance required by this Part has been obtained, each subscriber to the subscription books who has not taken out insurance in the company shall be deemed a provisional member of the company.

152(1)A company may, for its purposes, hold, purchase, take or lease real estate and sell, exchange, mortgage or lease the same.

152(2)A company may hold and deal with real estate acquired by foreclosure or in satisfaction of a debt, but it shall sell and dispose of any such real estate within seven years from the date of its acquisition.

154(1)At all meetings of a company, each member present and not in arrears to the company for any dues, fees or assessments has one vote.

154(2)No member may vote by proxy but a corporation or partnership may vote by an officer or member thereof authorized in writing to represent it.

154(3)Where a company has not more than one hundred and twenty-five members, fourteen members or accredited representatives of corporations or partnerships being members, or one-fifth of the whole membership, whichever is the larger, constitutes a quorum for a meeting of the company; and when the membership exceeds one hundred and twenty-five, then twenty-five members or accredited representatives constitutes a quorum.

154(4)At any meeting of a company at which a quorum is not present, the meeting may be constituted for the purpose of adjournment if one-half of the number necessary to constitute a quorum is present; and notice of such adjourned meeting shall be given to all members in like manner as notice of the original meeting.

155(1)At the first annual meeting of the company, there shall be elected by ballot a Board of six directors or such larger number, being a multiple of three, as may be decided by by-law or resolution, one-third of the number to be elected for one year, one-third for two years, and the remaining one-third for three years.

155(2)At every annual meeting thereafter, one-third of the total number of directors shall be elected for a period of three years to fill the places of the retiring directors, who are eligible for re-election.

155(3)The number of directors may be increased or decreased by by-law or resolution if their number is not less than six and a multiple of three, and the plan of rotation whereby one-third of the Board of Directors retires each year is maintained.

155(4)Every director shall be of the age of nineteen years or over and a member of the company in good standing and insured therein for at least one thousand dollars, or an accredited representative of a partnership or corporation being a member of the company in good standing and insured for at least one thousand dollars.

157(1)Each year at their first meeting after election, the directors shall elect from their own number a president and a vice-president of the company who shall act until the first meeting of the company.

157(2)Not later than one week from the date of such meeting, the directors shall forward or cause to be forwarded to the Superintendent a list of the names and addresses of the directors and officers of the company.

158(1)Subject to the by-laws and resolutions of the company and the provisions of this Part and the Insurance Act, and the regulations, the directors have the general management and control of the business and affairs of the company and its funds and property and in connection therewith may appoint a manager, a secretary, a treasurer and such other officers, agents or assistants as to them may seem necessary, prescribe their duties, fix their compensation or allowances, take security for the faithful performance of their respective duties and remove them and appoint others in their stead.

158(2)The directors may appoint the same person to more than one office or employment.

158(3)The security given by the treasurer or other officer or officers having charge of the money, funds, investments or securities of the company shall be in the amount that the Superintendent directs, but in any event not less than two thousand dollars, and shall consist of the bond of a guarantee company licensed to do business in the Province.

159(1)Unless otherwise directed by by-law, the directors shall meet at least once in every three months for the transaction of business.

159(2)At all meetings of the Board of Directors the chairman on each question has a vote and one only, and in case of an equality of votes the motion shall be declared lost.

159(3)In the event of a vacancy occurring in the Board of Directors, the remaining directors shall forthwith, in the case of a Board limited to six directors, and may, in the case of a larger Board, appoint a qualified person to fill the vacancy until the next annual meeting of the company, and at such annual meeting, the vacancy shall be filled for the portion of the term, if any, still unexpired.

159(4)Four directors or one-third of the whole number, whichever is the larger, constitutes a quorum for a meeting of the Board.

159(5)The Board shall keep a record of its proceedings in a book to be known as the minute book of the company in which also shall be entered the proceedings of all meetings of the company.

159(6)A director disagreeing with the majority at a meeting may have his dissent recorded with his reasons therefor.

159(7)Subject to the provisions of section 161, the Board of Directors shall fix the time and place of the annual meeting of the company and shall give notice thereof to each member.

159(8)The Board of Directors may call special meetings of the company, giving notice thereof to the members.

160(1)Subject to the by-laws and resolutions of the company, the directors may borrow on the credit of the company and issue debentures, promissory notes or other instruments for the repayment thereof, and may hypothecate, mortgage or pledge the real or personal property of the company or both, including premium notes and book debts, to secure loans to the company.

160(2)The amount of such loans at any time outstanding shall not exceed one-half of the aggregate amount remaining unpaid upon the premium notes held by the company or such larger amount as may be allowed by the Superintendent.