Acts and Regulations

B-9.1 - Business Corporations Act

Section 25
Disposition versions

Full text
Stated capital account
25(1)A corporation shall maintain a separate stated capital account for each class and series of shares it issues and any such account may be expressed in Canadian or other currency.
25(2)A corporation shall add to the appropriate stated capital account
(a) the full amount of any consideration it receives for any shares it issues without par value; and
(b) the full amount of the total of the product of the number of shares of each class issued with par value multiplied by the par value thereof.
25(3)Where a corporation issues shares with par value at a premium, whether for money or otherwise as provided under subsection 23(5), the full amount of the premiums on those shares shall be added to the appropriate stated capital account.
25(4)Notwithstanding subsections 23(2) and (3) and subsections (2) and (3) of this section, if a corporation issues shares
(a) in exchange for
(i) property of a person who immediately before the exchange does not deal with the corporation at arm’s length within the meaning of that term in the Income Tax Act (Canada), or
(ii) shares of, or another interest or right in, a body corporate that immediately before the exchange, or that because of the exchange, did not deal with the corporation at arm’s length within the meaning of that expression in the Income Tax Act (Canada), or
(b) pursuant to an amalgamation agreement referred to in section 121 or an arrangement referred to in section 128 or to shareholders of an amalgamating body corporate who receive the shares in addition to or instead of securities of the amalgamated body corporate,
the corporation may add to the stated capital accounts maintained for the shares of the classes or series issued the whole or any part of the amount of the consideration it received in the exchange.
25(5)On the issue of a share a corporation shall not add to a stated capital account in respect of the share it issues an amount greater than the amount of the consideration it received for the share.
25(6)An amount that a corporation proposes to add to a stated capital account it maintains in respect of a class or series of shares shall be approved by special resolution, unless all the issued and outstanding shares are shares of not more than two classes of convertible shares referred to in subsection 37(3), if
(a) the amount to be added was not received by the corporation as consideration for the issue of shares, and
(b) the corporation has issued any outstanding shares of more than one class or series.
25(7)Subject to subsection (6), when a body corporate is continued under this Act
(a) the amount in the stated capital account maintained by a corporation in respect of each class or series of shares then issued shall be equal to the aggregate amount paid up on the shares of each such class or series of shares immediately prior thereto, and
(b) the body corporate may add to a stated capital account any amount, including premiums, it credited to a retained earning account or other surplus account.
25(8)When a body corporate is continued under this Act, subsections (2) and (3) do not apply to the consideration received by it before it was so continued unless the share in respect of which the consideration is received is issued after the corporation is so continued.
25(9)When a body corporate is continued under this Act, any amount unpaid in respect of a share issued by the body corporate before it was so continued and paid after it was so continued shall be added to the stated capital account maintained for the shares of that class or series.
25(10)Repealed: 2023, c.2, s.20
25(11)A corporation shall not reduce its stated capital or any stated capital account except in the manner provided in this Act.
25(12)Subsections (1) to (11) and any other provisions of this Act relating to stated capital do not apply to an open end mutual fund.
25(13)For the purposes of this section, “open-end mutual fund” means a corporation that makes a distribution to the public of its shares and that carries on only the business of investing the consideration it receives for the shares it issues, and all or substantially all of those shares are redeemable upon the demand of the shareholder.
25(14)Repealed: 1983, c.15, s.6
25(15)Repealed: 1983, c.15, s.6
1983, c.15, s.6; 1984, c.17, s.4; 2023, c.2, s.20; 2023, c.2, s.155
Stated capital account
25(1)A corporation shall maintain a separate stated capital account for each class and series of shares it issues and any such account may be expressed in Canadian or other currency.
25(2)A corporation shall add to the appropriate stated capital account
(a) the full amount of any consideration it receives for any shares it issues without par value; and
(b) the full amount of the total of the product of the number of shares of each class issued with par value multiplied by the par value thereof.
25(3)Where a corporation issues shares with par value at a premium, whether for money or otherwise as provided under subsection 23(5), the full amount of the premiums on those shares shall be added to the appropriate stated capital account.
25(4)Notwithstanding subsections 23(2) and (3) and subsections (2) and (3) of this section, if a corporation issues shares
(a) in exchange for
(i) property of a person who immediately before the exchange does not deal with the corporation at arm’s length within the meaning of that term in the Income Tax Act, chapter 148 of the Revised Statutes of Canada, 1952, or
(ii) shares of a body corporate that, immediately before the exchange or because of the exchange, does not deal with the corporation at arm’s length within the meaning of that term in the Income Tax Act, chapter 148 of the Revised Statutes of Canada, 1952, or
(b) pursuant to an amalgamation agreement referred to in section 121 or an arrangement referred to in section 128 or to shareholders of an amalgamating body corporate who receive the shares in addition to or instead of securities of the amalgamated body corporate,
the corporation may add to the stated capital accounts maintained for the shares of the classes or series issued the whole or any part of the amount of the consideration it received in the exchange.
25(5)On the issue of a share a corporation shall not add to a stated capital account in respect of the share it issues an amount greater than the amount of the consideration it received for the share.
25(6)If a corporation proposes to add any amount to a stated capital account it maintains in respect of a class or series of shares and
(a) the amount to be added was not received by the corporation as consideration for the issue of shares, and
(b) the corporation has issued any outstanding shares of more than one class or series,
the addition to the stated capital account must be approved by special resolution unless all the issued and outstanding shares are shares of not more than two classes of convertible shares referred to in subsection 37(3).
25(7)When a body corporate is continued under this Act, it may add to a stated capital account
(a) any consideration received by it for a share it issued without nominal or par value, and
(b) any amount it credited to a retained earning account or other surplus accounts including premiums.
25(8)When a body corporate is continued under this Act, subsections (2) and (3) do not apply to the consideration received by it before it was so continued unless the share in respect of which the consideration is received is issued after the corporation is so continued.
25(9)When a body corporate is continued under this Act, any amount unpaid in respect of a share issued by the body corporate before it was so continued and paid after it was so continued shall be added to the stated capital account maintained for the shares of that class or series.
25(10)For the purposes of subsection 31(2), sections 35 and 41, subsection 43(1), and paragraph 124(2)(a), when a body corporate is continued under this Act, its stated capital shall be deemed to include the amount that would have been included in the stated capital of the body corporate if it had been incorporated under this Act.
25(11)A corporation shall not reduce its stated capital or any stated capital account except in the manner provided in this Act.
25(12)Subsections (1) to (11) and any other provisions of this Act relating to stated capital do not apply to an open end mutual fund.
25(13)For the purposes of this section, “open-end mutual fund” means a corporation that makes a distribution to the public of its shares and that carries on only the business of investing the consideration it receives for the shares it issues, and all or substantially all of those shares are redeemable upon the demand of the shareholder.
25(14)Repealed: 1983, c.15, s.6
25(15)Repealed: 1983, c.15, s.6
1983, c.15, s.6; 1984, c.17, s.4
Stated capital account
25(1)A corporation shall maintain a separate stated capital account for each class and series of shares it issues and any such account may be expressed in Canadian or other currency.
25(2)A corporation shall add to the appropriate stated capital account
(a) the full amount of any consideration it receives for any shares it issues without par value; and
(b) the full amount of the total of the product of the number of shares of each class issued with par value multiplied by the par value thereof.
25(3)Where a corporation issues shares with par value at a premium, whether for money or otherwise as provided under subsection 23(5), the full amount of the premiums on those shares shall be added to the appropriate stated capital account.
25(4)Notwithstanding subsections 23(2) and (3) and subsections (2) and (3) of this section, if a corporation issues shares
(a) in exchange for
(i) property of a person who immediately before the exchange does not deal with the corporation at arm’s length within the meaning of that term in the Income Tax Act, chapter 148 of the Revised Statutes of Canada, 1952, or
(ii) shares of a body corporate that, immediately before the exchange or because of the exchange, does not deal with the corporation at arm’s length within the meaning of that term in the Income Tax Act, chapter 148 of the Revised Statutes of Canada, 1952, or
(b) pursuant to an amalgamation agreement referred to in section 121 or an arrangement referred to in section 128 or to shareholders of an amalgamating body corporate who receive the shares in addition to or instead of securities of the amalgamated body corporate,
the corporation may add to the stated capital accounts maintained for the shares of the classes or series issued the whole or any part of the amount of the consideration it received in the exchange.
25(5)On the issue of a share a corporation shall not add to a stated capital account in respect of the share it issues an amount greater than the amount of the consideration it received for the share.
25(6)If a corporation proposes to add any amount to a stated capital account it maintains in respect of a class or series of shares and
(a) the amount to be added was not received by the corporation as consideration for the issue of shares, and
(b) the corporation has issued any outstanding shares of more than one class or series,
the addition to the stated capital account must be approved by special resolution unless all the issued and outstanding shares are shares of not more than two classes of convertible shares referred to in subsection 37(3).
25(7)When a body corporate is continued under this Act, it may add to a stated capital account
(a) any consideration received by it for a share it issued without nominal or par value, and
(b) any amount it credited to a retained earning account or other surplus accounts including premiums.
25(8)When a body corporate is continued under this Act, subsections (2) and (3) do not apply to the consideration received by it before it was so continued unless the share in respect of which the consideration is received is issued after the corporation is so continued.
25(9)When a body corporate is continued under this Act, any amount unpaid in respect of a share issued by the body corporate before it was so continued and paid after it was so continued shall be added to the stated capital account maintained for the shares of that class or series.
25(10)For the purposes of subsection 31(2), sections 35 and 41, subsection 43(1), and paragraph 124(2)(a), when a body corporate is continued under this Act, its stated capital shall be deemed to include the amount that would have been included in the stated capital of the body corporate if it had been incorporated under this Act.
25(11)A corporation shall not reduce its stated capital or any stated capital account except in the manner provided in this Act.
25(12)Subsections (1) to (11) and any other provisions of this Act relating to stated capital do not apply to an open end mutual fund.
25(13)For the purposes of this section, “open-end mutual fund” means a corporation that makes a distribution to the public of its shares and that carries on only the business of investing the consideration it receives for the shares it issues, and all or substantially all of those shares are redeemable upon the demand of the shareholder.
25(14)Repealed: 1983, c.15, s.6
25(15)Repealed: 1983, c.15, s.6
1983, c.15, s.6; 1984, c.17, s.4