Acts and Regulations

B-9.1 - Business Corporations Act

Section 76
Disposition versions

Full text
Liability of directors
76(1)Subject to subsection (6), directors of a corporation who vote for or consent to a resolution authorizing the issue of a share under section 23 for a consideration other than money are jointly and severally liable to the corporation to make good any amount by which the consideration received is less than the fair equivalent of the money that the corporation would have received if the share had been issued for money on the date of the resolution.
76(2)Directors of a corporation who vote for or consent to a resolution authorizing
(a) a purchase, redemption or other acquisition of shares contrary to section 31, 32 or 33,
(b) a commission contrary to section 40,
(c) a payment of a dividend contrary to section 41,
(d) Repealed: 2023, c.2, s.55
(e) a payment of an indemnity contrary to section 81, or
(f) a payment to a shareholder contrary to section 131 or 166,
are jointly and severally liable to restore to the corporation any amounts so distributed or paid and not otherwise recovered by the corporation.
76(3)A director who has satisfied a judgment rendered under this section is entitled to contribution from the other directors who voted for or consented to the unlawful act upon which the judgment was founded.
76(4)A director liable under subsection (2) is entitled to apply to the Court for an order compelling a shareholder or other recipient to pay or deliver to the director any money or property that was paid or distributed to the shareholder or other recipient contrary to section 31, 32, 33, 40, 41, 81, 131 or 166.
76(5)In connection with an application under subsection (4), the Court may, if it is satisfied that it is equitable to do so,
(a) order a shareholder or other recipient to pay or deliver to the director any money or property that was paid or distributed to the shareholder or other recipient;
(b) order a corporation to return or issue shares to a person from whom the corporation has purchased, redeemed or otherwise acquired shares; or
(c) make any further order it thinks fit.
76(6)A director is not liable under subsection (1) if he proves that he did not know and could not reasonably have known that the share was issued for a consideration less than the fair equivalent of the money that the corporation would have received if the share had been issued for money.
76(7)An action to enforce a liability imposed by this section may not be commenced after two years from the date of the resolution authorizing the action complained of.
2023, c.2, s.55; 2023, c.2, s.155
Liability of directors
76(1)Subject to subsection (6), directors of a corporation who vote for or consent to a resolution authorizing the issue of a share under section 23 for a consideration other than money are jointly and severally liable to the corporation to make good any amount by which the consideration received is less than the fair equivalent of the money that the corporation would have received if the share had been issued for money on the date of the resolution.
76(2)Directors of a corporation who vote for or consent to a resolution authorizing
(a) a purchase, redemption or other acquisition of shares contrary to section 31, 32 or 33,
(b) a commission contrary to section 40,
(c) a payment of a dividend contrary to section 41,
(d) financial assistance contrary to section 43,
(e) a payment of an indemnity contrary to section 81, or
(f) a payment to a shareholder contrary to section 131 or 166,
are jointly and severally liable to restore to the corporation any amounts so distributed or paid and not otherwise recovered by the corporation.
76(3)A director who has satisfied a judgment rendered under this section is entitled to contribution from the other directors who voted for or consented to the unlawful act upon which the judgment was founded.
76(4)A director liable under subsection (2) is entitled to apply to the Court for an order compelling a shareholder or other recipient to pay or deliver to the director any money or property that was paid or distributed to the shareholder or other recipient contrary to section 31, 32, 33, 40, 41, 43, 81, 131 or 166.
76(5)In connection with an application under subsection (4), the Court may, if it is satisfied that it is equitable to do so,
(a) order a shareholder or other recipient to pay or deliver to the Director any money or property that was paid or distributed to the shareholder or other recipient;
(b) order a corporation to return or issue shares to a person from whom the corporation has purchased, redeemed or otherwise acquired shares; or
(c) make any further order it thinks fit.
76(6)A director is not liable under subsection (1) if he proves that he did not know and could not reasonably have known that the share was issued for a consideration less than the fair equivalent of the money that the corporation would have received if the share had been issued for money.
76(7)An action to enforce a liability imposed by this section may not be commenced after two years from the date of the resolution authorizing the action complained of.
Liability of directors
76(1)Subject to subsection (6), directors of a corporation who vote for or consent to a resolution authorizing the issue of a share under section 23 for a consideration other than money are jointly and severally liable to the corporation to make good any amount by which the consideration received is less than the fair equivalent of the money that the corporation would have received if the share had been issued for money on the date of the resolution.
76(2)Directors of a corporation who vote for or consent to a resolution authorizing
(a) a purchase, redemption or other acquisition of shares contrary to section 31, 32 or 33,
(b) a commission contrary to section 40,
(c) a payment of a dividend contrary to section 41,
(d) financial assistance contrary to section 43,
(e) a payment of an indemnity contrary to section 81, or
(f) a payment to a shareholder contrary to section 131 or 166,
are jointly and severally liable to restore to the corporation any amounts so distributed or paid and not otherwise recovered by the corporation.
76(3)A director who has satisfied a judgment rendered under this section is entitled to contribution from the other directors who voted for or consented to the unlawful act upon which the judgment was founded.
76(4)A director liable under subsection (2) is entitled to apply to the Court for an order compelling a shareholder or other recipient to pay or deliver to the director any money or property that was paid or distributed to the shareholder or other recipient contrary to section 31, 32, 33, 40, 41, 43, 81, 131 or 166.
76(5)In connection with an application under subsection (4), the Court may, if it is satisfied that it is equitable to do so,
(a) order a shareholder or other recipient to pay or deliver to the Director any money or property that was paid or distributed to the shareholder or other recipient;
(b) order a corporation to return or issue shares to a person from whom the corporation has purchased, redeemed or otherwise acquired shares; or
(c) make any further order it thinks fit.
76(6)A director is not liable under subsection (1) if he proves that he did not know and could not reasonably have known that the share was issued for a consideration less than the fair equivalent of the money that the corporation would have received if the share had been issued for money.
76(7)An action to enforce a liability imposed by this section may not be commenced after two years from the date of the resolution authorizing the action complained of.