Contents |
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 | When a company is recognized |
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Division 2 — Application |
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4 | Special Act corporations |
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5 | Dissolution |
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Division 3 — Distribution of Records |
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6 | Mailing of records |
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7 | Sending of records |
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8 | Furnishing of records by registrar |
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9 | Service of records in legal proceedings |
Part 2 — Incorporation |
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Division 1 — Formation of Companies |
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10 | Formation of company |
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11 | Notice of articles |
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12 | Articles |
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13 | Incorporation |
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14 | Withdrawal of application for incorporation |
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15 | Obligations of completing party |
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16 | Articles on incorporation |
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17 | Effect of incorporation |
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18 | Evidence of incorporation |
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19 | Effect of notice of articles and articles |
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20 | Pre-incorporation contracts |
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Division 2 — Corporate Names |
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21 | Name of company |
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22 | Reservation of name |
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23 | Form of name of a company |
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24 | Restrictions on use of name |
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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 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 | Withdrawal of notice of change of address |
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39 | Transfer of registered office by agent |
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40 | Elimination of registered office |
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41 | Transfer of records office by agent |
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Division 5 — Company Records |
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42 | Records office records |
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43 | Records may be kept at other locations |
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44 | Maintenance of records |
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45 | Missing records |
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46 | Inspection of records |
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47 | Repealed |
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48 | Copies |
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49 | List of shareholders |
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50 | Remedies on denial of access or copies |
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51 | Company to file annual report |
Part 2.1 — Unlimited Liability Companies |
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51.1 | Definition |
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51.11 | Notice of articles of unlimited liability company must include statement |
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51.2 | Statement on certificate |
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51.21 | Corporate name |
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51.3 | Liability of shareholders of unlimited liability companies |
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51.31 | Alteration of notice of articles to become unlimited liability company |
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51.4 | Alteration of notice of articles to become limited company |
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51.5 | Amalgamations restricted |
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51.6 | Amalgamation resulting in unlimited liability company |
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51.7 | Amalgamation resulting in limited company |
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51.8 | Continuation into British Columbia as unlimited liability company |
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51.9 | Continuation of foreign unlimited liability corporation into British Columbia as limited company prohibited |
Part 2.2 —
Community Contribution Companies |
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51.91 | Definitions |
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51.911 | Notice of articles of community contribution company |
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51.92 | Community purposes |
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51.921 | Corporate name |
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51.93 | Directors and officers |
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51.931 | Transfer of assets prohibited |
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51.94 | Restrictions on dividends and interest |
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51.941 | Redemption or purchase of shares or reduction of capital |
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51.95 | Distribution of assets on dissolution of community contribution company |
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51.951 | No waiver of financial statements |
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51.96 | Community contribution report |
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51.97 | Alteration of notice of articles to become community contribution company |
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51.98 | Amalgamation resulting in community contribution company |
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51.99 | Amalgamation into foreign jurisdiction and continuation out of British Columbia prohibited |
Part 3 — Finance |
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Division 1 — Authorized Share Structure |
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52 | Kinds, classes and series of shares |
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53 | Description of authorized share structure |
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54 | Change in authorized share structure |
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55 | Alterations may be expressed in a single resolution |
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Division 2 — Share Attributes |
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56 | Share is personal estate |
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57 | Contents of share certificate |
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58 | Special rights or restrictions |
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59 | Classes of shares |
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60 | Shares in series |
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61 | No interference with class or series rights without consent |
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Division 3 — Allotment and Issue of Shares |
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62 | Issue of shares |
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63 | Issue price for shares |
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64 | Payment of consideration for shares |
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65 | Deemed receipt of payment |
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66 | Repealed |
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67 | Commissions and discounts |
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68 | Validation of creation, allotment or issue of shares |
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69 | Fractional shares |
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70 | Dividends |
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71 | Discharge for payment |
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Division 4 — Capital |
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72 | Capital |
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73 | Special rule |
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74 | Reduction of capital |
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75 | Exception to section 74 |
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Division 5 — Conversion, Exchange or Acquisition of Shares by Company |
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76 | Conversion or exchange |
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77 | Company may redeem or purchase or otherwise acquire shares |
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78 | Purchase or acquisition prohibited when insolvent |
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79 | Redemption prohibited when insolvent |
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80–81 | Repealed |
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82 | Cancellation and retention of shares |
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83 | Elimination of fractional shares |
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Division 6 — Purchase of Shares by Subsidiary |
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84 | Definitions |
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85 | Subsidiary may purchase shares of parent |
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86 | Purchase prohibited when insolvent |
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Division 7 — Liability of Shareholders |
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87 | Liability of shareholders |
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88 | Shareholder's liability for partly paid shares of a pre-existing company |
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89 | Liability of former and present shareholders on bankruptcy or winding up |
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Division 8 — Trust Indentures |
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90 | Definitions |
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91 | Application |
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92 | Eligibility of trustee |
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93 | Persons holding debentures may request information from trustee |
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94 | Information for trustee |
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95 | Evidence of compliance with trust indenture |
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96 | Contents of evidence of compliance |
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97 | Additional evidence of compliance |
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98 | Notice of default |
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99 | Trustee's duty of care |
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100 | Reliance on statements |
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101 | Trustee not relieved from duties |
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Division 9 — Debentures |
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102 | Validity of perpetual debenture |
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103 | Enforcement of contract to take debentures |
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104 | Issue of redeemed debenture |
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Division 10 — Receivers and Receiver Managers |
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105 | Powers of directors and officers |
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106 | Duties of receiver and receiver manager |
Part 4 — Shares, Registers and Transfers |
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106.1 | Securities Transfer Act applies |
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107 | Shares may be certificated or uncertificated |
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108 | Shares jointly owned |
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109 | Lost or destroyed certificates |
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110 | Signature on share certificate |
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111 | Securities registers |
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112 | Index of shareholders |
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113–114 | Repealed |
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115 | Powers of personal representative |
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116–117 | Repealed |
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118 | Documents for transmission |
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119 | Effect of documents provided |
Part 5 — Management |
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Division 1 — Directors |
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120 | Number of directors |
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121 | First directors |
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122 | Succeeding directors |
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123 | Consent |
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124 | Persons disqualified as directors |
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125 | Share qualification |
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126 | Register of directors |
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127 | Companies to file notices as to directors |
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128 | When directors cease to hold office |
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129 | Application to remove self as director or officer |
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130 | Memorandum or articles may apply to vacancies among directors |
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131 | Vacancies among directors |
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132 | Vacancies among class or series directors |
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133 | End of term of replacement director |
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134 | Loss of quorum |
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135 | If no directors in office |
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Division 2 — Powers and Duties of Directors, Officers, Attorneys, Representatives and Agents |
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136 | Powers and functions of directors |
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137 | Powers of directors may be transferred |
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138 | Application of this Act to persons performing functions of a director |
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139 | Revocation of resolutions |
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140 | Proceedings of directors |
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141 | Officers |
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142 | Duties of directors and officers |
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143 | Validity of acts of directors and officers |
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144 | Corporations may grant power of attorney in writing |
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145 | Corporate representatives |
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146 | Persons may rely on authority of companies and their directors, officers and agents |
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Division 3 — Conflicts of Interest |
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147 | Disclosable interests |
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148 | Obligation to account for profits |
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149 | Approval of contracts and transactions |
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150 | Powers of court |
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151 | Validity of contracts and transactions |
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152 | Limitation of obligations of directors and senior officers |
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153 | Disclosure of conflict of office or property |
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Division 4 — Liability of Directors |
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154 | Directors' liability |
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155 | Dissent procedure by companies |
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156 | Legal proceedings on liability |
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157 | Limitations on liability |
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158 | Liability if company's name not displayed |
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Division 5 — Indemnification of Directors and Officers and Payment of Expenses |
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159 | Definitions |
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160 | Indemnification and payment permitted |
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161 | Mandatory payment of expenses |
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162 | Authority to advance expenses |
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163 | Indemnification prohibited |
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164 | Court ordered indemnification |
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165 | Insurance |
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Division 6 — Meetings of Shareholders |
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166 | Location of general meetings |
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167 | Requisitions for general meetings |
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168 | No liability |
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169 | Notice of general meetings |
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170 | Waiver of notice |
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171 | Setting record dates |
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172 | Quorum for shareholders' meetings |
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173 | Voting |
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174 | Participation at meetings of shareholders |
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175 | Pooling agreements |
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176 | Date of resolution |
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177 | Subsidiary not to vote |
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178 | Election of chair |
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179 | Minutes |
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180 | Consent resolutions of shareholders |
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181 | Rules applicable to general meetings apply to other shareholders' meetings |
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182 | Annual general meetings |
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183 | First annual reference date for pre-existing companies |
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184 | Pre-existing reporting company meetings |
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185 | Information for shareholders |
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186 | Powers of court |
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Division 7 — Shareholders' Proposals |
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187 | Definitions and application |
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188 | Requirements for valid proposals |
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189 | Rights and obligations arising from proposal |
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190 | No liability |
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191 | Refusal to process proposal |
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Division 8 — Insiders |
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192 | Liability of insiders |
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Division 9 — General |
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193 | Form and effect of contracts |
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194 | Authentication or certification of records |
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195 | Financial assistance |
Part 6 — Financial Records |
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Division 1 — Accounting Records |
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196 | Accounting records required |
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Division 2 — Financial Statements |
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197 | Exemption |
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198 | Financial statements |
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199 | Approval for publication |
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200 | Waiver of financial statements |
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201 | Financial statements for qualifying debentureholders |
Part 7 — Audits |
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Division 1 — Definition and Application |
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202 | Definition |
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203 | Application of this Part |
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Division 2 — Appointment and Removal of Auditors |
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204 | Appointment of auditors |
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205 | Persons authorized to act as auditors |
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206 | Independence of auditors |
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207 | Remuneration of auditors |
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208 | Capacity to act as auditor |
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209 | Removal of auditor during term |
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210 | Change of auditor by public company |
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211 | Replacement auditor must receive representations |
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Division 3 — Duties and Rights of Auditors |
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212 | Auditor's duty to examine and report |
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213 | Qualifications on auditor's opinion |
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214 | Shareholders may require auditor's attendance at general meetings |
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215 | Auditor's information to be presented at general meetings |
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216 | Amendment of financial statements and auditor's report |
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217 | Access to records |
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218 | Information as to foreign subsidiaries |
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219 | Right and obligation of auditors to attend meetings |
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220 | Qualified privilege |
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Division 4 — Auditor Certification Board |
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221 | Auditor Certification Board |
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222 | Board function and liability |
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Division 5 — Audit Committee |
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223 | Application |
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224 | Appointment and procedures of audit committee |
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225 | Duties of audit committee |
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226 | Provision of financial statements to audit committee |
Part 8 — Proceedings |
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Division 1 — Court Proceedings |
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227 | Complaints by shareholder |
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228 | Compliance or restraining orders |
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229 | Remedying corporate mistakes |
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230 | Applications to court to correct records |
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231 | Enforcement of duty to file records |
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232 | Derivative actions |
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233 | Powers of court in relation to derivative actions |
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234 | Relief in legal proceedings |
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235 | Applications to court under this Act |
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236 | Court may order security for costs |
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Division 2 — Dissent Proceedings |
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237 | Definitions and application |
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238 | Right to dissent |
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239 | Waiver of right to dissent |
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240 | Notice of resolution |
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241 | Notice of court orders |
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242 | Notice of dissent |
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243 | Notice of intention to proceed |
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244 | Completion of dissent |
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245 | Payment for notice shares |
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246 | Loss of right to dissent |
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247 | Shareholders entitled to return of shares and rights |
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Division 3 — Investigations |
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248 | Appointment of inspector by court |
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249 | Conditions applicable to court appointed inspectors |
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250 | Appointment of inspector by company |
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251 | Powers of inspectors |
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252 | Exemption from disclosure to inspectors |
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253 | Reports of inspector |
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254 | Inspectors' reports as evidence in legal proceedings |
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255 | Immunities during investigations |
Part 9 — Company Alterations |
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Division 1 — Memorandum, Notice of Articles and Articles |
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256 | Memorandum and articles of pre-existing company not to be altered |
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257 | Alteration to notice of articles |
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258 | Withdrawal of notice of alteration |
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259 | Alteration to articles |
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260 | Shareholders may dissent |
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261 | Alteration to Table 1 articles |
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262 | Articles issued by company must reflect alterations |
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263 | Change of company name |
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264 | Exceptional resolutions and resolutions respecting unalterable provisions |
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265 | Resolution must be passed by greatest majority |
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Division 2 — Conversion |
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266 | Conversion of special Act corporations |
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267 | Articles on conversion |
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268 | Effect of conversion |
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Division 3 — Amalgamation |
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269 | Amalgamation permitted |
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270 | Amalgamation agreements |
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271 | Shareholder adoption of amalgamation agreements |
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272 | Shareholders may dissent |
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273 | Vertical short form amalgamations |
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274 | Horizontal short form amalgamations |
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275 | Formalities to amalgamation |
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276 | Amalgamations with court approval |
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277 | Amalgamations without court approval |
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278 | Notice to creditors in relation to an amalgamation without court approval |
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279 | Amalgamation |
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280 | Withdrawal of amalgamation application |
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281 | Registrar's duties on amalgamation |
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282 | Effect of amalgamation |
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Division 4 — Amalgamation into a Foreign Jurisdiction |
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283 | Definitions |
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284 | Amalgamations into foreign jurisdictions |
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285 | When amalgamation under this Division prohibited |
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286 | After amalgamation |
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287 | Shareholders may dissent |
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Division 5 — Arrangements |
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288 | Arrangement may be proposed |
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289 | Adoption of arrangement |
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290 | Information regarding arrangement |
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291 | Role of court in arrangements |
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292 | Required filings |
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293 | Obligations on company if memorandum altered |
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294 | Obligations on company if articles altered |
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295 | If arrangement includes amalgamation |
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296 | Application of Act to arrangements |
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297 | Binding effect of arrangements |
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298 | Abandoning arrangements |
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299 | Withdrawal of arrangement records |
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Division 6 — Compulsory Acquisitions |
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300 | Acquisition procedures |
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Division 7 — Disposal of Undertaking |
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301 | Power to dispose of undertaking |
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Division 8 — Transfer of Incorporation |
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302 | Application for continuation into British Columbia |
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303 | Continuation |
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304 | Withdrawal of continuation application |
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305 | Effect of continuation |
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306 | Rights preserved |
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307 | Articles for a continued company |
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308 | Application for continuation out of British Columbia |
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309 | Shareholders may dissent |
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310 | When continuation out of British Columbia prohibited |
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311 | After continuation |
Part 10 — Liquidation, Dissolution, Restoration and Reinstatement |
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Division 1 — Definitions and Application |
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312 | Definitions |
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313 | Application of this Part |
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Division 2 — Voluntary Dissolution without Liquidation |
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314 | Authorization for voluntary dissolution |
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315 | Provision for unpaid debts and undelivered assets |
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316 | Application for voluntary dissolution |
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317 | Date of dissolution |
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318 | Withdrawal of application for dissolution |
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Division 3 — Voluntary Liquidation |
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319 | Authorization for liquidation |
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320 | Limits on liquidator |
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321 | Statement of intent to liquidate |
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322 | Resignation and removal of liquidators in voluntary liquidations |
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323 | Withdrawal of statement of intent to liquidate |
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Division 4 — Powers and Duties of the Court |
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324 | Court may order company be liquidated and dissolved |
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325 | Court orders respecting liquidations |
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326 | Remuneration of liquidator appointed by court |
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Division 5 — Liquidators |
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327 | Qualifications of liquidators |
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328 | Validity of acts of liquidators |
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329 | Filing of notices |
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330 | Duties of liquidators |
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331 | Notice to creditors |
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332 | Limitations on claimants |
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333 | Liquidation records office |
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334 | Powers of liquidators |
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335 | Recovery of property by liquidators |
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336 | Right to distribution in money |
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337 | Provision for unpaid debts and undelivered assets |
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338 | Obligation to prepare accounts |
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339 | Limitations on liability |
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Division 6 — Corporate Status before Dissolution |
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340 | Capacity of companies in liquidation |
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Division 7 — Proceedings for Dissolution |
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341 | Completion of liquidation |
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342 | Court approval of dissolution in court ordered liquidations |
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343 | Application for dissolution |
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Division 8 — Effect of Dissolution |
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344 | Effect of dissolution |
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345 | Certificates of dissolution |
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346 | Dissolved companies deemed to continue for litigation purposes |
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347 | Liabilities survive |
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348 | Liability of shareholders of dissolved companies |
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349 | Dissolved company's assets available to judgment creditors |
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Division 9 — Discharge of Liquidators of Dissolved Companies |
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350 | Discharge of liquidator by court order |
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Division 10 — Records of Dissolved Companies |
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351 | Custody of records |
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352 | Entitlement to inspect records of dissolved companies |
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353 | Remedies on denial of access to or copies of records of dissolved companies |
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Division 11 — Restoration and Reinstatement |
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354 | Definitions and interpretation |
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355 | Pre-requisites to application |
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356 | Applications to the registrar for restoration |
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357 | Contents of application to the registrar for restoration |
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358 | Registrar must restore |
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359 | Limited restoration by registrar |
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360 | Applications to the court for restoration |
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361 | Limited restoration by court |
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362 | Filing of restoration application with the registrar |
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363 | Restrictions on restoration |
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364 | Effect of restoration of company |
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364.1 | Reinstatement of registration of foreign entity as extraprovincial company |
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364.2 | Registrar must reinstate |
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364.3 | Limited reinstatement by registrar |
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364.4 | Restrictions on reinstatement |
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365 | Effect of reinstatement of extraprovincial company |
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366 | Name on restoration |
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367 | Registrar's duties after restoration or reinstatement |
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368 | Corporate assets to be returned to restored company |
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Division 12 — Post-restoration Transition for Pre-existing Companies |
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369 | Definition |
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370 | Transition — restored pre-existing companies |
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371 | Post-restoration transition application |
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372 | Alteration to articles of restored company |
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373 | Timing and effect of post-restoration transition |
Part 11 — Extraprovincial Companies |
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Division 1 — Registration |
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374 | Definitions |
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375 | Foreign entities required to be registered |
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376 | Application for registration |
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377 | Registration as an extraprovincial company |
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378 | Effect of registration |
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379 | Amalgamation of extraprovincial company |
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380 | Extraprovincial companies to file annual report |
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381 | Extraprovincial companies to notify registrar of changes |
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382 | Change of name of extraprovincial companies |
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383 | Cancellation or change of assumed name of extraprovincial company |
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384 | Liability if name of extraprovincial company not displayed |
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385 | Enforcement of duty to file records |
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Division 2 — Attorneys for Extraprovincial Companies |
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386 | Attorneys to be appointed |
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387 | First attorneys |
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388 | Authorization of attorneys |
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389 | Appointment of attorneys |
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390 | Withdrawal of appointment |
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391 | Change of address of attorneys |
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392 | Withdrawal of notice of change of address |
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393 | Revocation of appointments of attorneys |
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394 | Withdrawal of revocation of appointment |
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395 | Resignations of attorneys |
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396 | Obligation to maintain head office or attorney |
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Division 3 — Cancellation of Registration of Extraprovincial Companies |
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397 | Registrar may cancel registration of defunct extraprovincial companies |
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398 | Lieutenant Governor in Council may cancel registration of extraprovincial companies |
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399 | Registrar's duties on cancellation of registration |
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Division 4 — Designated Provinces and Extraprovincial Companies from Designated Provinces |
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399.1 | Definitions |
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399.2 | Power to make regulations |
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399.3 | Registrar may enter into agreement |
Part 12 — Administration |
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Division 1 — Office of Registrar |
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400 | Appointment of registrar and staff |
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401 | Seal of office |
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402 | Registrar may suspend services and functions |
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403 | Service of records on registrar |
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404 | Examination of registrar |
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405 | Repealed |
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406 | Appeal to court |
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Division 2 — Records Filed with or Issued by the Registrar |
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407 | Means of filing |
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408 | Filing of records |
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409 | Future dated filing of records |
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410 | Limitation on future dated filings |
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411 | Default of filing |
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412 | Maintenance of records filed with the registrar |
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413 | Deficient filings |
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414 | Correction of registers |
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415 | Validity of register |
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415.1 | Beginning of date |
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416 | Inspection and copies of records |
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417 | Lost or destroyed records |
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418 | Registrar may issue records |
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419 | Effect of records issued by registrar |
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420 | Correction of certificates and other certified records |
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421 | No constructive notice |
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Division 3 — Powers of Dissolution and Cancellation |
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422 | Dissolutions and cancellations of registration by registrar |
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423 | Lieutenant Governor in Council may cancel incorporation of company |
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424 | Publication of notice of dissolution |
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Division 4 — Offences and Penalties |
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425 | Offence Act
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426 | Offences |
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427 | Misleading statements an offence |
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428 | Penalties |
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429 | Remedies preserved |
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430 | Limitation period |
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Division 5 — Fees and Regulations |
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431 | Fees |
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432 | Power to make regulations |
Part 13 — Reporting Companies |
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433 | Prescribed provisions |
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434 | Obligations of pre-existing reporting companies |
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435 | Lieutenant Governor in Council may make exclusions |
Part 14 — Transitional, Repeals and Commencement |
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Division 1 — Charter Transition |
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436 | Transition — pre-existing companies |
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437 | Transition application |
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438 | Alteration to articles |
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439 | Timing and effect of transition |
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Division 2 — Company Transition |
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440 | Registered and records office of pre-existing company |
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441 | Prescribed address |
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442 | Name of specially limited company |
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442.1 | Pre-existing Company Provisions |
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Division 3 — Extraprovincial Company Transition |
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443 | Head office of pre-existing extraprovincial company |
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444 | Attorney for pre-existing extraprovincial company |
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Division 4 — General |
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445 | Repeals |
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446 | Portions of this Part repealed |
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447 | Commencement |
Schedule |