Acts and Regulations

B-9.1 - Business Corporations Act

Section 130
Disposition versions

Full text
Sale, lease or exchange of property of the corporation
2023, c.2, s.155
130(1)A sale, lease or exchange of all or substantially all the property of a corporation other than in the ordinary course of business of the corporation requires the approval of the shareholders in accordance with subsections (3) to (7).
130(1.1) This section does not apply to a sale, lease or exchange of all or substantially all the property of a corporation
(a) that creates only a security interest,
(b) that, if a lease, does not have a term longer than three years or any option or right of renewal that could extend the lease period to more than three years,
(c) to or with a body corporate
(i) that is a wholly owned subsidiary of the corporation,
(ii) that is a holding body corporate of which the corporation is a wholly owned subsidiary, or
(iii) if the body corporate and the corporation are each wholly-owned subsidiaries of the same holding body corporate or are wholly owned by the same person, or
(d) to an individual who holds all the shares of the corporation or of a body corporate that holds all the shares of the corporation.
130(2)Where a sale, lease or exchange of all or substantially all the property of a corporation is proposed, a meeting of the shareholders shall be called and a notice of a meeting of shareholders complying with section 87 shall be sent in accordance with that section to each shareholder and shall
(a) include or be accompanied by a copy or summary of the agreement of sale, lease or exchange; and
(b) state that a dissenting shareholder may be entitled to be paid the fair value of his shares in accordance with section 131, but failure to make that statement does not invalidate a sale, lease or exchange referred to in subsection (1).
130(3)At the meeting referred to in subsection (2), the shareholders may approve the sale, lease or exchange and may fix or authorize the directors to fix any of the terms and conditions thereof.
130(4)Each share of the corporation carries the right to vote in respect of a sale, lease or exchange referred to in subsection (1) whether or not it otherwise carries the right to vote.
130(5)If sale, lease or exchange by a corporation referred to in subsection (1) would affect a particular class or series of shares of the corporation in a manner different from the shares of another class or series of the corporation entitled to vote on the sale, lease or exchange referred to in subsection (1), the holders of such first mentioned class or series of shares, whether or not they are otherwise entitled to vote, are entitled to vote separately as a class or series in respect to such sale, lease or exchange.
130(6)The approval of the shareholders of a corporation of a sale, lease or exchange referred to in subsection (1) is not effective until the holders of the shares of each class or series of shares of the corporation entitled to vote separately on the sale, lease or exchange have, in each case by special resolution, approved the sale, lease or exchange.
130(7)The directors of a corporation may, if authorized by the shareholders approving a proposed sale, lease or exchange, and subject to the rights of third parties, abandon the sale, lease or exchange without further approval of the shareholders.
2023, c.2, s.96; 2023, c.2, s.155
Sale, lease or exchange of property of the corporation
130(1)A sale, lease or exchange of all or substantially all the property of a corporation other than in the ordinary course of business of the corporation requires the approval of the shareholders in accordance with subsections (3) to (7).
130(2)Where a sale, lease or exchange of all or substantially all the property of a corporation is proposed, a meeting of the shareholders shall be called and a notice of a meeting of shareholders complying with section 87 shall be sent in accordance with that section to each shareholder and shall
(a) include or be accompanied by a copy or summary of the agreement of sale, lease or exchange; and
(b) state that a dissenting shareholder may be entitled to be paid the fair value of his shares in accordance with section 131, but failure to make that statement does not invalidate a sale, lease or exchange referred to in subsection (1).
130(3)At the meeting referred to in subsection (2), the shareholders may approve the sale, lease or exchange and may fix or authorize the directors to fix any of the terms and conditions thereof.
130(4)Each share of the corporation carries the right to vote in respect of a sale, lease or exchange referred to in subsection (1) whether or not it otherwise carries the right to vote.
130(5)If sale, lease or exchange by a corporation referred to in subsection (1) would affect a particular class or series of shares of the corporation in a manner different from the shares of another class or series of the corporation entitled to vote on the sale, lease or exchange referred to in subsection (1), the holders of such first mentioned class or series of shares, whether or not they are otherwise entitled to vote, are entitled to vote separately as a class or series in respect to such sale, lease or exchange.
130(6)The approval of the shareholders of a corporation of a sale, lease or exchange referred to in subsection (1) is not effective until the holders of the shares of each class or series of shares of the corporation entitled to vote separately on the sale, lease or exchange have, in each case by special resolution, approved the sale, lease or exchange.
130(7)The directors of a corporation may, if authorized by the shareholders approving a proposed sale, lease or exchange, and subject to the rights of third parties, abandon the sale, lease or exchange without further approval of the shareholders.
Sale, lease or exchange of property of the corporation
130(1)A sale, lease or exchange of all or substantially all the property of a corporation other than in the ordinary course of business of the corporation requires the approval of the shareholders in accordance with subsections (3) to (7).
130(2)Where a sale, lease or exchange of all or substantially all the property of a corporation is proposed, a meeting of the shareholders shall be called and a notice of a meeting of shareholders complying with section 87 shall be sent in accordance with that section to each shareholder and shall
(a) include or be accompanied by a copy or summary of the agreement of sale, lease or exchange; and
(b) state that a dissenting shareholder may be entitled to be paid the fair value of his shares in accordance with section 131, but failure to make that statement does not invalidate a sale, lease or exchange referred to in subsection (1).
130(3)At the meeting referred to in subsection (2), the shareholders may approve the sale, lease or exchange and may fix or authorize the directors to fix any of the terms and conditions thereof.
130(4)Each share of the corporation carries the right to vote in respect of a sale, lease or exchange referred to in subsection (1) whether or not it otherwise carries the right to vote.
130(5)If sale, lease or exchange by a corporation referred to in subsection (1) would affect a particular class or series of shares of the corporation in a manner different from the shares of another class or series of the corporation entitled to vote on the sale, lease or exchange referred to in subsection (1), the holders of such first mentioned class or series of shares, whether or not they are otherwise entitled to vote, are entitled to vote separately as a class or series in respect to such sale, lease or exchange.
130(6)The approval of the shareholders of a corporation of a sale, lease or exchange referred to in subsection (1) is not effective until the holders of the shares of each class or series of shares of the corporation entitled to vote separately on the sale, lease or exchange have, in each case by special resolution, approved the sale, lease or exchange.
130(7)The directors of a corporation may, if authorized by the shareholders approving a proposed sale, lease or exchange, and subject to the rights of third parties, abandon the sale, lease or exchange without further approval of the shareholders.