Acts and Regulations

B-9.1 - Business Corporations Act

Section 37
Disposition versions

Full text
Conversion of shares
37(1)The articles of a corporation shall not provide for the conversion of shares with par value into shares with par value if the aggregate par value of the shares being converted is not equal to the aggregate par value of the shares into which they are converted.
37(2)Upon a conversion of shares or a change under section 113, 132 or 166 of issued shares of a corporation into shares of another class or series or kind,
(a) the corporation shall
(i) deduct from the stated capital account maintained for the class or series of shares without nominal or par value converted or changed an amount equal to the result obtained by multiplying the share capital of the shares of that class or series by the number of shares of that class or series changed, divided by the number of issued shares of that class or series immediately before the change, and
(ii) add the result obtained under subparagraph (i) and any additional consideration received by the corporation pursuant to the change to the stated capital account maintained or to be maintained for the class or series of shares into which the shares have been changed; or
(b) the corporation shall
(i) deduct from the stated capital account maintained for the class or series of shares with nominal or par value converted or changed an amount equal to the result obtained by multiplying the number of the shares of that class or series converted or changed by the par value of that class or series, and
(ii) add the result obtained under subparagraph (i), any premiums and any additional consideration received by the corporation pursuant to the change to the stated capital account maintained or to be maintained for the class or series of shares into which the shares have been changed.
37(3)For the purposes of subsection (2) and subject to its articles, if a corporation issues two classes of shares without par or nominal value and there is attached to each class a right to convert a share of the one class into a share of the other class and a share of one class is converted into a share of the other class, the amount of stated capital attributable to a share of either class is the aggregate of the share capital of both classes divided by the number of issued shares of both classes immediately before the conversion.
37(4)Shares issued by a corporation and converted or changed under section 113, 132 or 166 into shares of another class or series shall become issued shares of the class or series of shares into which the shares have been converted or changed.
37(5)Where the articles limit the number of authorized shares of a class or series of shares of a corporation and issued shares of that class or series have become, pursuant to subsection (4), issued shares of another class or series, the number of unissued shares of the first mentioned class or series shall, unless the articles of amendment or reorganization otherwise provide, be increased by the number of shares that, pursuant to subsection (4), became shares of another class or series.
2023, c.2, s.29; 2023, c.2, s.155
Conversion of shares
37(1)The articles of a corporation shall not provide for the conversion of shares with par value into shares with par value if the aggregate par value of the shares being converted is not equal to the aggregate par value of the shares into which they are converted.
37(2)Upon a conversion of shares or a change under section 113, 132 or 166 of issued shares of a corporation into shares of another class or series or kind,
(a) the corporation shall
(i) deduct from the stated capital account maintained for the class or series of shares without nominal or par value converted or changed an amount equal to the result obtained by multiplying the share capital of the shares of that class or series by the number of shares of that class or series changed, divided by the number of issued shares of that class or series immediately before the change, and
(ii) add the result obtained under subparagraph (i) and any additional consideration received by the corporation pursuant to the change to the stated capital account maintained or to be maintained for the class or series of shares into which the shares have been changed; or
(b) the corporation shall
(i) deduct from the stated capital account maintained for the class or series of shares with nominal or par value converted or changed an amount equal to the result obtained by multiplying the number of the shares of that class or series converted or changed by the par value of that class or series, and
(ii) add the result obtained under subparagraph (i), any premiums and any additional consideration received by the corporation pursuant to the change to the stated capital account maintained or to be maintained for the class or series of shares into which the shares have been changed.
37(3)For the purposes of subsection (2) and subject to its articles, if a corporation issues two classes of shares without par or nominal value and there is attached to each class a right to convert a share of the one class into a share of the other class and a share of one class is converted into a share of the other class, the amount of stated capital attributable to a share of either class is the aggregate of the share capital of both classes divided by the number of issued shares of both classes immediately before the conversion.
37(4)Shares issued by a corporation and converted or changed under section 113, 132 or 166 into shares of another class or series shall become issued shares of the class or series of shares into which the shares have been changed.
37(5)Where the articles limit the number of authorized shares of a class or series of shares of a corporation and issued shares of that class or series have become, pursuant to subsection (4), issued shares of another class or series, the number of unissued shares of the first mentioned class or series shall, unless the articles of amendment or reorganization otherwise provide, be increased by the number of shares that, pursuant to subsection (4), became shares of another class or series.
Conversion of shares
37(1)The articles of a corporation shall not provide for the conversion of shares with par value into shares with par value if the aggregate par value of the shares being converted is not equal to the aggregate par value of the shares into which they are converted.
37(2)Upon a conversion of shares or a change under section 113, 132 or 166 of issued shares of a corporation into shares of another class or series or kind,
(a) the corporation shall
(i) deduct from the stated capital account maintained for the class or series of shares without nominal or par value converted or changed an amount equal to the result obtained by multiplying the share capital of the shares of that class or series by the number of shares of that class or series changed, divided by the number of issued shares of that class or series immediately before the change, and
(ii) add the result obtained under subparagraph (i) and any additional consideration received by the corporation pursuant to the change to the stated capital account maintained or to be maintained for the class or series of shares into which the shares have been changed; or
(b) the corporation shall
(i) deduct from the stated capital account maintained for the class or series of shares with nominal or par value converted or changed an amount equal to the result obtained by multiplying the number of the shares of that class or series converted or changed by the par value of that class or series, and
(ii) add the result obtained under subparagraph (i), any premiums and any additional consideration received by the corporation pursuant to the change to the stated capital account maintained or to be maintained for the class or series of shares into which the shares have been changed.
37(3)For the purposes of subsection (2) and subject to its articles, if a corporation issues two classes of shares without par or nominal value and there is attached to each class a right to convert a share of the one class into a share of the other class and a share of one class is converted into a share of the other class, the amount of stated capital attributable to a share of either class is the aggregate of the share capital of both classes divided by the number of issued shares of both classes immediately before the conversion.
37(4)Shares issued by a corporation and converted or changed under section 113, 132 or 166 into shares of another class or series shall become issued shares of the class or series of shares into which the shares have been changed.
37(5)Where the articles limit the number of authorized shares of a class or series of shares of a corporation and issued shares of that class or series have become, pursuant to subsection (4), issued shares of another class or series, the number of unissued shares of the first mentioned class or series shall, unless the articles of amendment or reorganization otherwise provide, be increased by the number of shares that, pursuant to subsection (4), became shares of another class or series.