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Section |
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Part 1 – Interpretation and Application |
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Division 1 – Interpretation |
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1 | Definitions |
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2 | Corporate relationships |
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3 | Share ownership |
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4 | Recognition of a company |
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Division 2 – Application |
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5 | Application of Act to pre-existing companies |
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6 | Special Act corporations |
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7 | Dissolution |
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Division 3 – Distribution of Records |
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8 | Mailing of records |
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9 | Sending of records |
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10 | Provision of records by registrar |
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11 | Service of records |
Part 2 – Incorporation |
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Division 1 – Formation of Companies |
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12 | Formation of company |
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13 | Notice of articles |
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14 | Articles |
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15 | Incorporation |
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16 | Obligations of completing party |
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17 | Articles on incorporation |
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18 | Effect of incorporation |
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19 | Evidence of incorporation |
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20 | Effect of notice of articles and articles |
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21 | Pre-incorporation contract |
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Division 2 – Corporate Names |
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22 | Name of company |
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23 | Reservation of name |
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24 | Form of name of company |
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25 | Multilingual names |
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26 | Assumed names |
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27 | Name to be displayed |
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28 | Registrar may order change of corporate name |
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29 | Other changes of name |
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Division 3 – Capacity and Powers |
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30 | Capacity and powers of company |
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31 | Joint tenancy in property |
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32 | Extraterritorial capacity |
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33 | Restricted businesses and powers |
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Division 4 – Company Offices |
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34 | Registered and records offices |
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35 | Change of registered or records office |
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36 | Change of agent's office |
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37 | Completion of change of address |
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38 | Transfer of registered office by agent |
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39 | Elimination of registered office |
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40 | Transfer of records office by agent |
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Division 5 – Company Records |
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41 | Application and definition |
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42 | Records office records |
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43 | Form of records |
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44 | Missing records |
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45 | Examination of records |
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46 | Copies |
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47 | List of shareholders |
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48 | Remedies on denial of access or copies |
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49 | Company to file annual report |
Part 3 – Finance |
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Division 1 – Authorized Share Structure |
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50 | Authorized share structure |
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51 | Description of authorized share structure |
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52 | Change in authorized share structure |
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53 | Subdivision, consolidation and change of shares |
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54 | Alterations to authorized share structure, capital or shares |
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Division 2 – Share Attributes |
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55 | Shares of the company |
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56 | Contents of share certificate |
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57 | Special rights or restrictions |
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58 | Classes of shares |
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59 | Shares in series |
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60 | No interference with class or series rights without consent |
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Division 3 – Issue and Allotment of Shares |
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61 | Issue and allotment of shares |
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62 | Consideration for shares |
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63 | Payment of consideration for shares |
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64 | Deemed receipt of payment |
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65 | Power of pre-existing company to allot and issue shares |
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66 | Commissions and discounts |
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67 | Validation of creation, issue or allotment |
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68 | Fractional shares |
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69 | Dividends |
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70 | Reduction of capital |
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71 | Exception to section 70 |
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72 | Effective date of resolution |
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Division 4 – Conversion, Exchange or Acquisition of Shares by Company |
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73 | Conversion or exchange |
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74 | Company may redeem or purchase |
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75 | Purchase of fractional shares |
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76 | Purchase or acquisition prohibited when insolvent |
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77 | Redemption prohibited when insolvent |
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78 | Shares of pre-existing company to be purchased rateably |
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79 | Shares of pre-existing company to be redeemed rateably |
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80 | Cancellation and retention of shares |
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81 | Elimination of fractional shares |
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Division 5 – Purchase of Shares by Subsidiary |
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82 | Definitions |
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83 | Subsidiary may purchase shares of parent |
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84 | Purchase prohibited when insolvent |
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Division 6 – Liability of Shareholders |
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85 | Liability of shareholders |
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86 | Liability of a pre-existing company for partly paid shares |
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87 | Shareholder's liability may be extinguished or reduced |
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88 | Liability of former and present shareholders |
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Division 7 – Trust Indentures and Debt Obligations |
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89 | Definitions |
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90 | Application |
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91 | Eligibility of trustee |
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92 | Persons holding debt obligations may request information from trustee |
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93 | Information for trustee |
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94 | Evidence of compliance with trust indenture |
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95 | Contents of evidence of compliance |
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96 | Additional evidence of compliance |
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97 | Notice of default |
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98 | Trustee's duty of care |
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99 | Reliance on statements |
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100 | Trustee not relieved from duties |
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101 | Validity of perpetual debenture |
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102 | Enforcement of contract to take debentures |
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103 | Issue of redeemed debenture |
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Division 8 – Receivers and Receiver Managers |
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104 | Powers of directors and officers |
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105 | Duties of receiver and receiver manager |
Part 4 – Securities, Registers and Transfers |
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Division 1 – Interpretation and General |
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106 | Definitions and application |
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Division 2 – Securities and Securities Registers |
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107 | Right to security certificate |
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108 | Signature on security |
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109 | Restriction or lien on security |
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110 | Completion or alteration of a security |
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111 | Securities registers |
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Division 3 – Transfers to Purchasers |
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112 | Transfers require endorsement and delivery |
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113 | Endorsement of securities |
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114 | Guarantee of signature of endorser |
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115 | Absence of endorsement |
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116 | Delivery of a security |
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117 | Delivery of a security if sold on exchange or through brokers |
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118 | Delivery of securities in negotiable form |
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119 | Rights acquired by purchaser on transfer |
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120 | Transfer may be effected through clearing agency |
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121 | Transferor must provide requisites for registration of transfer |
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122 | Warranties in favour of purchaser |
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123 | Other warranties |
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Division 4 – Registration |
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124 | Issuer must register transfer |
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125 | Warranties on presentation |
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126 | Assurances required by issuer |
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127 | Effect of registration |
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Division 5 – Defects and Liabilities |
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128 | Notice of terms of security |
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129 | Unauthorized signatures on issue |
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130 | Staleness as notice of defect |
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131 | Constructive notice of adverse claim |
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132 | Endorsement of security in bearer form |
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133 | Effect of unauthorized endorsement |
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134 | Action for wrongful transfer |
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135 | Notice to issuer of adverse claim |
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136 | Liability of issuer |
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137 | If securities are lost, destroyed or wrongfully taken |
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138 | Overissue |
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139 | Duty of agents for issuer |
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140 | Transfer by agent in good faith is not conversion |
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141 | Obligations and defences of guarantor of security |
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142 | Burden of proof |
Part 5 – Management |
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Division 1 – Directors |
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143 | Number and residency of directors |
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144 | First directors |
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145 | Succeeding directors |
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146 | Conditions of election or appointment of directors |
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147 | Persons disqualified as directors |
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148 | Share qualification |
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149 | Register of directors |
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150 | Companies to file returns as to directors |
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151 | When directors cease to hold office |
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152 | Application to remove self as director or officer |
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153 | Vacancies among directors |
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Division 2 – Powers and Duties of Directors, Officers, Attorneys, Representatives and Agents |
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154 | Powers and functions of directors |
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155 | Revocation of resolutions |
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156 | Proceedings of directors |
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157 | Officers |
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158 | Duties of directors and officers |
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159 | Validity of acts of directors and officers |
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160 | Corporations may grant power of attorney in writing |
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161 | Corporate representatives |
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162 | Person may rely on authority of companies and their directors and officers |
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Division 3 – Conflicts of Interest |
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163 | Disclosable interest |
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164 | Directors and senior officers to disclose interests |
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165 | Means of making disclosure |
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166 | Obligation to account for profits |
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167 | Approval of contracts and transactions |
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168 | Disclosure to shareholders |
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169 | Powers of court |
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170 | Court may make declaration |
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171 | Validity of contracts and transactions |
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172 | Disclosure of conflict of office or property |
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173 | Limitation of obligations of directors and senior officers |
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Division 4 – Liability of Directors |
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174 | Directors' liability |
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175 | Dissent procedure by companies |
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176 | Legal proceedings on liability |
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177 | Exculpation |
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178 | Liability if company's name not displayed |
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Division 5 – Indemnification of Directors and Payment of Expenses |
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179 | Definitions and application |
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180 | Indemnification and payment permitted |
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181 | Mandatory payment of expenses |
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182 | Authority to advance expenses |
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183 | Indemnification prohibited |
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184 | Court ordered indemnification |
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185 | Insurance |
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Division 6 – Meetings of Shareholders |
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186 | Location of and participation in general meetings |
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187 | Requisitions for general meetings |
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188 | Notice of meetings |
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189 | Waiver of notice |
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190 | Setting record dates |
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191 | Quorum for shareholders' meetings |
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192 | If only one shareholder at a meeting |
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193 | Voting |
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194 | Agreements about exercising voting rights |
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195 | Date of resolution |
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196 | Subsidiary not to vote |
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197 | Election of chair |
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198 | Minutes |
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199 | Class meetings and series meetings |
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200 | Annual general meetings |
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201 | Reporting company meetings |
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202 | Information for auditors and shareholders |
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203 | Powers of court |
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Division 7 – Shareholders' Proposals |
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204 | Definitions and application |
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205 | Requirements for valid proposals |
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206 | Rights and obligations arising from proposal |
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207 | No liability |
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208 | When companies need not process a proposal |
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Division 8 – Insiders |
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209 | Liability of related persons |
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Division 9 – General |
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210 | Form and effect of contracts |
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211 | Authentication or certification of records |
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212 | Financial assistance |
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213 | Court may waive disclosure |
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214 | Disposal of unclaimed assets |
Part 6 – Financial Records |
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Division 1 – Accounting Records |
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215 | Accounting records required |
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Division 2 – Financial Statements |
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216 | Exemption |
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217 | Financial statements |
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218 | Approval for publication |
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219 | Waiver of financial statements |
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220 | Financial statements for qualifying debentureholders |
Part 7 – Audits |
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Division 1 – Definition and Application |
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221 | Definition |
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222 | Application of this Part |
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Division 2 – Appointment and Removal of Auditors |
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223 | Appointment of auditors |
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224 | Qualifications of auditors |
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225 | Independence of auditors |
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226 | Remuneration of auditors |
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227 | Disqualification of auditors |
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228 | Removal of auditors |
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229 | Notice of proposed change |
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Division 3 – Duties and Rights of Auditors |
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230 | Auditor's duty to examine and report |
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231 | Qualifications on auditor's opinion |
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232 | Auditor's attendance at general meetings |
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233 | Auditor's information to be provided at general meetings |
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234 | Amendment of financial statements and report |
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235 | Access to records |
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236 | Information as to foreign subsidiaries |
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237 | Right and obligation of auditors to attend meetings |
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238 | Qualified privilege |
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Division 4 – Auditor Certification Board |
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239 | Auditor Certification Board |
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240 | Board function and liability |
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Division 5 – Audit Committee |
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241 | Application |
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242 | Appointment and procedures of audit committee |
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243 | Duties of audit committee |
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244 | Submission of financial statements to audit committee |
Part 8 – Proceedings |
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Division 1 – Court Proceedings |
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245 | Complaints by shareholder |
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246 | Compliance or restraining orders |
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247 | Remedy of corporate mistakes |
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248 | Applications to court to rectify records |
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249 | Enforcement of duty to make returns |
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250 | Derivative actions |
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251 | Powers of court in relation to derivative actions |
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252 | Relief in legal proceedings |
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253 | Applications to court under this Act |
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254 | Court may order security for costs |
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255 | Registrar's certificates not revocable |
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Division 2 – Dissent Proceedings |
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256 | Definitions and application |
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257 | Right to dissent |
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258 | Loss of right to dissent |
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259 | Notice of resolution |
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260 | Notice of consent resolutions in certain circumstances |
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261 | Notice of court orders |
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262 | Notice of dissent |
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263 | Company's response to dissent |
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264 | Application to court |
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265 | Prohibition against payment by companies |
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266 | Shareholders entitled to return of shares and rights |
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Division 3 – Investigations |
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267 | Appointment of inspector |
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268 | Conditions of appointments of inspectors |
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269 | Appointment of inspectors by companies |
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270 | Powers of inspectors |
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271 | Immunities of inspectors during investigations |
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272 | Report of inspector |
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273 | Exemption from disclosure to inspectors |
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274 | Inspectors' reports as evidence in legal proceedings |
Part 9 – Company Alterations |
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Division 1 – Memorandum, Notice of Articles and Articles |
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275 | Memorandum and articles not to be altered |
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276 | Alteration to notice of articles |
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277 | Alteration to articles |
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278 | Shareholders may dissent |
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279 | Alteration to Table A articles |
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280 | Copies of articles and notice of articles to include alterations |
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281 | Change of company name |
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282 | Requirements for unanimous and exceptional resolutions |
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Division 2 – Conversion |
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283 | Conversion of special Act corporations |
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284 | Articles on conversion |
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285 | Effects of conversion |
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Division 3 – Amalgamation |
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286 | Amalgamation permitted |
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287 | Amalgamation agreements |
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288 | Attachments to amalgamation agreements |
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289 | Shareholder approval of amalgamation agreements |
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290 | Shareholders' right to dissent |
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291 | Vertical short form amalgamations |
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292 | Horizontal short form amalgamations |
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293 | Withdrawal from vertical or horizontal amalgamations |
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294 | Formalities to amalgamation |
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295 | Amalgamations subject to court approval |
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296 | Amalgamations without court approval |
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297 | Certificates of amalgamation |
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298 | Effect of amalgamation |
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Division 4 – Amalgamation into a Foreign Jurisdiction |
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299 | Definitions |
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300 | Amalgamations into foreign jurisdictions |
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301 | Dissent |
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Division 5 – Arrangements |
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302 | Arrangement may be proposed |
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303 | Adoption of arrangement |
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304 | Information as to arrangement |
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305 | Role of court in arrangements |
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306 | Effect of court orders |
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307 | Effect of court order if memorandum altered |
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308 | Effect of court order if notice of articles altered |
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309 | Effect of court order if articles altered |
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310 | Effect of court order if amalgamation results |
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311 | Binding effect of arrangements |
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312 | Withdrawing from arrangements |
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Division 6 – Compulsory Acquisitions |
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313 | Acquisition procedures |
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Division 7 – Sale of Undertaking |
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314 | Power to sell undertaking |
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Division 8 – Transfer of Incorporation |
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315 | Transfer of incorporation to British Columbia |
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316 | Continuation |
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317 | Effect of continuation |
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318 | Rights preserved |
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319 | Articles for a continued company |
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320 | Transfer of incorporation from British Columbia |
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321 | When continuation out of British Columbia prohibited |
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322 | Record of continuation |
Part 10 – Liquidation, Dissolution and Restoration |
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Division 1 – Definitions and Application |
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323 | Definitions |
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324 | Application of this Part |
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Division 2 – Voluntary Dissolution |
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325 | Authorization for voluntary dissolution |
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326 | Provision for unpaid debt and undelivered assets |
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327 | Application for voluntary dissolution |
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328 | Date of dissolution |
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Division 3 – Voluntary Liquidation |
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329 | Authorization for liquidation |
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330 | Statement of intent to liquidate |
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331 | Resignation and removal of liquidators in voluntary liquidations |
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332 | Revocation of statement of intent to liquidate |
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Division 4 – Powers and Duties of the Court |
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333 | Powers of the court in respect of liquidations |
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334 | Court to appoint liquidator |
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335 | Remuneration of liquidator appointed by court |
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Division 5 – Liquidators |
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336 | Qualification of liquidators |
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337 | Validity of acts of liquidators |
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338 | Filing of notices |
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339 | Duties of liquidators |
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340 | Notice to creditors |
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341 | Liquidation records office |
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342 | Powers of liquidator |
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343 | Disclosure to liquidators |
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344 | Right to distribution in money |
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345 | Obligation to account |
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Division 6 – Corporate Assets and Status Before Dissolution |
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346 | Capacity of companies in liquidation |
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347 | Duration of powers of liquidator to manage company |
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348 | Provision for unpaid debts and undelivered assets |
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Division 7 – Proceedings for Dissolution |
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349 | Completion of liquidation |
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350 | Court confirmation of dissolution in court ordered liquidations |
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351 | Application for certificate of dissolution |
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Division 8 – Effect of Dissolution |
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352 | Effect of dissolution |
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353 | Certificates of dissolution |
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354 | Dissolved companies deemed to continue for litigation purposes |
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355 | Liability of shareholders of dissolved companies |
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356 | Effect of dissolution on assets |
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357 | Execution of judgments |
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358 | Custody of records |
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359 | Liabilities of dissolved companies survive |
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360 | Discharge by court order |
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Division 9 – Records of Dissolved Companies |
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361 | Entitlement to examine records of dissolved companies |
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362 | Remedies on denial of access to or copies of records of dissolved companies |
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Division 10 – Restoration |
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363 | Interpretation of "related person" |
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364 | Applications to the registrar for restoration |
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365 | Applications to the court for restoration |
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366 | Effect of restoration of company |
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367 | Restored pre-existing companies must alter charter |
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368 | Effect of restoration of extraprovincial companies |
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369 | Restrictions on restoration |
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370 | Name on restoration |
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371 | Registrar's duties after restoration |
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372 | Corporate assets to be returned to restored company |
Part 11 – Extraprovincial Companies |
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Division 1 – Registration |
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373 | Definition |
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374 | Foreign corporations required to be registered |
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375 | Application for registration |
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376 | Registration as an extraprovincial company |
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377 | Effect of registration |
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378 | Amalgamation of extraprovincial company |
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379 | Extraprovincial companies to file annual report |
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380 | Extraprovincial companies to notify registrar of changes |
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381 | Change of name of extraprovincial companies |
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Division 2 – Attorneys for Extraprovincial Companies |
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382 | Attorneys to be appointed |
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383 | First attorneys |
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384 | Existing attorneys |
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385 | Authorization of attorneys |
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386 | Appointment of attorneys |
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387 | Change of address for attorney |
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388 | Revocation of appointments of attorneys |
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389 | Resignations of attorneys |
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390 | Obligation to maintain head office or attorney |
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Division 3 – Liquidation of Extraprovincial Companies |
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391 | Notice of appointment and change of address |
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392 | Final returns of liquidators |
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Division 4 – Cancellation of Registration of Extraprovincial Companies |
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393 | Cancellation of registration of defunct extraprovincial companies |
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394 | Suspension or cancellation of registration |
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395 | Registrar's duties on cancellation of registration |
Part 12 – Administration |
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Division 1 – Office of Registrar |
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396 | Appointment of registrar and staff |
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397 | Seal of office |
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398 | Registrar may suspend services and functions |
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399 | Service on registrar |
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400 | Examination of registrar |
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401 | Immunities |
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402 | Appeal to Appeals Commission |
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Division 2 – Records Filed With or Issued By the Registrar |
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403 | Means of filing |
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404 | Registrar may refuse to accept records for filing |
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405 | Filing of records |
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406 | Companies and extraprovincial companies in default of filing |
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407 | Reproduction of records filed with the registrar |
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408 | Correction of corporate register |
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409 | Validity of corporate register |
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410 | Examination and copies of records |
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411 | Lost or destroyed records |
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412 | Registrar may issue records |
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413 | Effect of records issued by registrar |
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414 | Correction of certificates |
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415 | No constructive notice |
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Division 3 – Offences and Penalties |
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416 | Dissolutions and cancellations of registration |
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417 | Offence Act |
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418 | Offences |
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419 | Misleading statements an offence |
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420 | Penalties |
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421 | Remedies preserved |
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422 | Limitation period |
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Division 4 – Forms, Fees and Regulations |
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423 | Forms |
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424 | Fees |
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425 | Power to make regulations |
Part 13 – Reporting Companies |
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Division 1 – Application of this Part |
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426 | Definition |
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427 | Articles of reporting companies |
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Division 2 – Meetings |
| |
428 | Shares in name of registrant |
| |
429 | Form and use of proxies |
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430 | Mandatory solicitation of proxies |
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431 | Information circulars |
| |
432 | Information to be included in information circular |
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433 | Form of proxy and information circular |
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Division 3 – Financial Statements |
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434 | Comparative financial statements |
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435 | Interim financial statement |
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436 | Comparative interim financial statement |
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Division 4 – General |
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437 | Directors |
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438 | Audit committee |
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439 | Application to the registrar |
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440 | Part repealed |
Part 14 – Transitional, Repeals and Commencement |
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441 | Definition |
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442 | Transition – pre-existing companies |
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443 | Name of specially limited company |
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444 | Transition – extraprovincial companies |
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445 | Repeal |
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446 | Commencement |
Schedule |