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Part 10 — Extraprovincial Companies
321. (1) Every extraprovincial company shall, within 30 days after commencing to carry on business in the Province, be registered under this Act.
(2) An extraprovincial company licensed or registered under any former Companies Act that is on the register of extraprovincial companies or is restored to it pursuant to section 286 shall be deemed to be registered under this Act.
Historical Note(s): 1973-18-318.
322. (1) Notwithstanding section 321 (1), it is not necessary for an extraprovincial company, whose principal or only business consists of the operation of one or more ships, to be registered under this Act or to comply with this Part other than this section, if the company does not maintain in the Province a warehouse, office or place of business under its own control, or under the control of a person on behalf of the company, and every such company may carry on business in the Province as if it were registered under this Act.
(2) Every resident agent or representative of an extraprovincial company referred to in subsection (1) shall file with the registrar a notice
(a) signed by him stating the name and chief place of business of the company out of the Province and short particulars of his agency; and
(b) of any change in the name, chief place of business or agency.
(3) This Part does not apply to an extraprovincial company that
(a) is an extraprovincial society, as defined in section 1 of the Society Act,
(b) is registered under section 62 of the Cooperative Association Act, except as provided by section 62 (6) of that Act, or
(c) under the Financial Institutions Act is an extraprovincial corporation that is carrying on, in the Province, only one or more of trust business, insurance business or deposit business and is authorized or permitted to do so under that Act.
(d) [Repealed. 1990-6-71.]
Historical Note(s): 1973-18-319; 1989-28-7; 1990-6-71.
323. (1) Every extraprovincial company required to be registered under this Act shall
(a) complete and file with the registrar a statement in Form 15 in the Second Schedule; and
(b) furnish the registrar with other information he requires.
(2) The statement referred to in subsection (1) (a) shall be accompanied by copy of the charter of the company verified in a manner satisfactory to the registrar.
Historical Note(s): 1973-18-321; 1989-28-8.
324. (1) On an extraprovincial company complying with section 323 to the satisfaction of the registrar and paying the prescribed fees, the registrar shall, subject to section 326, register the company and issue a certificate showing that the company is registered as an extraprovincial company under this Act.
(2) On the registration of an extraprovincial company, the registrar shall publish in the Gazette notice of its registration.
Historical Note(s): 1973-18-322; 1976-12-65; 1981-2-36.
325. (1) Subject to the provisions of this Act and the laws of the Province, an extraprovincial company registered under this Act may, for the purpose of carrying on business in the Province, exercise in the Province the powers contained in, or permitted by, its charter.
(2) No extraprovincial company shall carry on any business that it is restricted from carrying on by its charter, or in a manner inconsistent with it.
(3) No extraprovincial company shall carry on any business that would be beyond the capacity of a company.
(4) No act of an extraprovincial company, including any transfer of property to, or by, an extraprovincial company, is invalid by reason only that the act contravenes subsection (2).
Historical Note(s): 1973-18-323.
326. The registrar may refuse to register an extraprovincial company, but an appeal from his decision lies to the Lieutenant Governor in Council.
Historical Note(s): 1973-18-324.
327. Sections 325 (2) and (3) and 326 do not apply to a federal company.
Historical Note(s): 1973-18-325.
Division 2 — Duties of Extraprovincial Companies
328. (1) Every extraprovincial company shall, unless under its charter its head office is in the Province, have an attorney resident in the Province and authorized by the company to accept service of process in every suit and proceeding by or against the company in the Province, and to receive every notice to the company.
(2) The first attorney referred to in subsection (1) shall be appointed by an extraprovincial company in the statement filed by it under section 323.
(3) Where the attorney referred to in subsection (1) resigns, is removed from office, or for any other reason ceases to act, the company shall promptly file a notice, in duplicate, in Form 16 in the Second Schedule, stating the full name and address of the new attorney appointed by it, and the registrar shall file one copy and forward the other copy with an endorsement, indicating that one copy has been filed, to the address of the previous attorney.
(4) An extraprovincial company may appoint more than one attorney, and in such case
(a) every attorney shall be authorized to perform the acts mentioned in subsection (1); and
(b) the name and address of every attorney shall be shown on the statement required by section 323, or the notice required by subsection (3).
(5) Every attorney shall in the presence of a witness sign the statement referred to in section 323 (1), or notice required by subsection (3), as evidence of his consent to act as attorney.
Historical Note(s): 1973-18-326; 1976-12-66.
329. (1) Every extraprovincial company shall promptly give notice to the registrar of any change
(a) in the address of its head office in or out of the Province;
(b) in the address of any attorney of the company in the Province; and
(c) of its directors.
(2) Every notice of change in the address of the head office in the Province of an extraprovincial company shall be filed in duplicate with the registrar, who shall forward to the previous head office in the Province one copy endorsed by him to indicate that a copy has been filed.
Historical Note(s): 1973-18-327.
330. (1) Every extraprovincial company registered under this Act shall file with the registrar a copy, verified in a manner satisfactory to the registrar, of any amalgamation agreement to which it is a party within one month after the date the agreement takes effect.
(2) The registrar shall issue a supplementary certificate of registration in respect of any amalgamation of an extraprovincial company and shall publish a notice of it in the Gazette.
(3) From the date of a supplementary certificate referred to in subsection (2), the amalgamated extraprovincial company shall be seized of and shall hold and possess all the land situate in the Province of the amalgamating extraprovincial companies to the extent expressed in the amalgamation agreement.
Historical Note(s): 1973-18-328; 1976-12-67.
331. (1) Every extraprovincial company registered under this Act shall file with the registrar a copy, verified in a manner satisfactory to the registrar, of an amendment to its charter within one month after the date of the amendment.
(2) The registrar may issue a supplementary certificate of registration in respect of any amendment to the charter of an extraprovincial company and may publish a notice of it in the Gazette.
Historical Note(s): 1973-18-329.
332. (1) No extraprovincial company registered under this Act shall change its name to a name identical with that by which another corporation is incorporated or registered in the Province, or to a name so nearly resembling that name as, in the opinion of the registrar, is likely to confuse or mislead, or to a name of which the registrar for any other reason disapproves; unless the corporation is in the course of being dissolved and signifies its consent in the manner the registrar requires or unless the corporation is an extraprovincial company which has ceased to carry on business in the Province.
(2) Where an extraprovincial company registered under this Act changes its name to a name identical with that by which another corporation has previously been incorporated by or under an Act of the Legislature or registered in the Province, or to a name so nearly resembling that name as is, in the opinion of the registrar, likely to confuse or mislead, the registrar may order the extraprovincial company to change its name to one that he approves and, thereon, section 18 (2), (3) and (4) shall apply accordingly.
(3) This section does not apply to a federal company.
Historical Note(s): 1973-18-330; 1976-12-68; 1981-2-37.
333. (1) Every extraprovincial company shall keep, at its head office in the Province,
(a) a register of its directors that complies with section 140;
(b) in the case of an extraprovincial company that is a reporting company under the Securities Act, a register of indebtedness to directors or officers that complies with section 85;
(c) a copy of the mortgages created by it, or charging property acquired by it, in respect of property in the Province; and
(d) a copy of its charter.
(2) The records, documents and instruments referred to in subsection (1) (d) are those relating to matters occurring since the incorporation or amalgamation of the extraprovincial company. The records, documents and instruments referred to in subsection (1) (a), (b) and (c) are those established or made, and the information in them shall relate to matters occurring, after
(a) the extraprovincial registration of the company; or
(b) October 1, 1973,
whichever is the later.
(3) Where the extraprovincial company is an amalgamated company, subsections (1) and (2) apply to each amalgamating company previously registered.
Historical Note(s): 1973-18-331; 1974-19-12; 1976-12-69; 1977-34-34.
334. Any person may examine and take extracts from the records mentioned in section 333, and the provisions of sections 188 (5), 189, 193 and 194 apply, with the necessary changes and so far as are applicable, to those records.
Historical Note(s): 1973-18-332; 1976-12-70.
336. Every financial statement or interim financial statement issued, circulated or published in the Province by an extraprovincial company shall, with the necessary changes and so far as is applicable, comply with section 198 and shall either
(a) comply with every provision of sections 197, 200 and, with respect to financial statements to be set before an annual meeting, sections 169 (1) (b) and 201 and every regulation made under section 199; or
(b) if it does not comply with every provision referred to in paragraph (a) state clearly on its face that it does not comply.
Historical Note(s): 1973-18-334; 1976-12-71; 1980-50-27, effective May 17, 1980.
Division 3 — Disabilities and Penalties
337. (1) An extraprovincial company that is not registered as required by this Act is not capable of
(a) maintaining an action, suit or other proceeding in any court in the Province in respect of any contract made in whole or in part in the Province in the course of or in connection with its business;
(b) acquiring or holding land or an interest in it in the Province or registering any title to it under the Land Title Act.
(2) Every extraprovincial company that is not registered as required by this Act commits an offence and is liable to a fine not exceeding $50 per day for every day during which the default continues.
(3) Where
(a) the registration of an extraprovincial company is suspended or cancelled; or
(b) an extraprovincial company has been struck off the register pursuant to any former Companies Act,
and the company is subsequently restored to the register, subsection (1) and any prohibition having a like effect formerly in force shall be read and construed as if no disability thereunder had ever attached to the company, notwithstanding that any contract was made or proceeding in respect of it instituted, or any land or interest in it acquired or held by the company before the date on which the company was restored, subject to the terms of any order made by the court.
(4) Subsections (1) and (3) of this section do not apply to a federal company.
Historical Note(s): 1973-18-335; 1976-12-72; 1978-25-332.
338. Every person who acts as an agent or representative of or in any other capacity for an extraprovincial company that is not registered as required by section 321 is
(a) personally liable for the debts and obligations incurred by him as agent; and
(b) commits an offence and is liable to a fine not exceeding $50 for every day during which the company continues unregistered.
Historical Note(s): 1973-18-336.
339. Every extraprovincial company that contravenes any of the provisions of this Act that apply to it commits an offence.
Historical Note(s): 1973-18-337.
340. In any prosecution, the onus of proving that an extraprovincial company is registered, or is not required to be registered, or has otherwise complied with this Act, is on the defendant.
Historical Note(s): 1973-18-338.
Division 4 — Dissolution of Extraprovincial Companies
341. (1) The liquidator of an extraprovincial company registered under this Act shall, within 7 days
(a) after his appointment, file with the registrar a notice of his appointment in Form 17 in the Second Schedule; and
(b) after changing his address, file with the registrar notice of his new address.
(2) The liquidator of an extraprovincial company registered under this Act shall promptly publish in the Gazette a notice that the company is being wound up.
Historical Note(s): 1973-18-339.
342. (1) The liquidator of an extraprovincial company registered under this Act shall, on completion of the winding up, file with the registrar a copy of the account and a return in Form 14 in the Second Schedule.
(2) The registrar shall, on receiving the account and the return referred to in subsection (1), register them and, on the expiration of 3 months after their registration, the registration of the extraprovincial company is cancelled.
Historical Note(s): 1973-18-340.
343. The provisions of this Act relating to the winding up of companies shall, so far as the jurisdiction of the court extends, apply to the winding up of the affairs of an extraprovincial company.
Historical Note(s): 1973-18-341.
344. (1) The Lieutenant Governor in Council may suspend or cancel the registration of an extraprovincial company.
(2) The Lieutenant Governor in Council may restore the registration of an extraprovincial company that has been suspended or cancelled.
(3) This section does not apply to a federal company.
Historical Note(s): 1973-18-342.
Contents | Part 1 | Part 2 | Part 3 | Part 4 | Part 5 | Part 6 | Part 7 | Part 8 | Part 9 | Part 10 | Part 11
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