Copyright © 2004: Queen's Printer,
Victoria, British Columbia, Canada
IMPORTANT INFORMATION

BUSINESS CORPORATIONS ACT — Continued
[SBC 2002] CHAPTER 57

Part 9 — Company Alterations

Division 1 — Memorandum, Notice of Articles and Articles

Memorandum and articles of pre-existing company not to be altered

256 (1) A pre-existing company must not alter its memorandum or articles.

(2) Despite subsection (1), a pre-existing company may

(a) alter its memorandum or articles,

(i) under section 364 (2),

(ii) under section 366,

(iii) under section 370 or 436, as the case may be, or

(iv) under section 442 (3),

(b) alter its articles or notice of articles at any time after it has complied with section 370 (1) (a) and (b) or 436 (1) (a) and (b), and

(c) change its articles in accordance with section 12 (5), 372 (4), 434 (1) (a) or 438 (4).

Alteration to notice of articles

257 (1) This section does not apply to an alteration to a notice of articles if the alteration is made, is required to be made or otherwise occurs under Division 4 of Part 2 or under section 127.

(2) A company must not alter its notice of articles unless

(a) the company does so in the manner required or permitted by this Act, and

(b) subject to subsection (3) of this section, the company has been authorized to make the alteration by a court order or, if the alteration is not authorized by a court order,

(i) by the type of resolution specified by this Act,

(ii) if this Act does not specify the type of resolution, by the type of resolution specified by the articles, or

(iii) if neither this Act nor the articles specify the type of resolution, by a special resolution.

(3) If an alteration to a company's articles has been approved, under section 259 (1), by a resolution marked in accordance with section 259 (4) (a) and deposited in the company's records office in accordance with section 259 (4) (b), or has been made by a court order, the company may alter its notice of articles to reflect that alteration to its articles without obtaining the authorization referred to in subsection (2) (b) of this section.

(4) In order to alter its notice of articles under this section, a company must file with the registrar a notice of alteration in the form established by the registrar describing the alteration.

(5) Whether or not an alteration to the notice of articles has been effected and authorized in accordance with subsection (2),

(a) the alteration takes effect on the date and time that the notice of alteration is filed with the registrar, or

(b) subject to sections 258 and 410, if the notice of alteration specifies a date, or a date and time, on which the alteration is to take effect that is later than the date and time on which the notice of alteration is filed with the registrar, the alteration takes effect

(i) on the specified date and time, or

(ii) if no time is specified, at the beginning of the specified date.

(6) After an alteration to the notice of articles takes effect under subsection (5) of this section, the registrar must furnish to the company a certified copy of the notice of articles as altered.

Withdrawal of notice of alteration

258 At any time after a notice of alteration is filed with the registrar under section 257 (4) and before the alteration to the notice of articles takes effect, the company in respect of which the filing was made or any other person who appears to the registrar to be an appropriate person to do so may withdraw the notice of alteration by filing with the registrar a notice of withdrawal in the form established by the registrar identifying the notice of alteration.

Alteration to articles

259 (1) A company may resolve to alter its articles

(a) by the type of resolution specified by this Act,

(b) if this Act does not specify the type of resolution, by the type of resolution specified by the articles, or

(c) if neither this Act nor the articles specify the type of resolution, by a special resolution.

(2) A company may alter its articles to specify or change the majority of votes that is required to pass a special resolution, which majority must be at least 2/3 and not more than 3/4 of the votes cast on the resolution, if the shareholders resolve, by a special resolution, to make the alteration.

(3) A company may alter its articles to specify or change the majority of votes that is required for shareholders holding shares of a class or series of shares to pass a special separate resolution, which majority must be at least 2/3 and not more than 3/4 of the votes cast on the resolution, if

(a) the shareholders resolve, by a special resolution, to make the alteration, and

(b) shareholders holding shares of that class or series of shares consent by a special separate resolution of those shareholders.

(4) If an alteration to the articles would, on becoming effective, render incorrect or incomplete any information in the notice of articles or alter special rights or restrictions attached to shares, the company must

(a) note on the resolution referred to in subsection (1) that the alteration to the articles does not take effect until the notice of articles is altered to reflect that alteration to the articles,

(b) deposit that resolution at the company's records office, and

(c) after complying with paragraphs (a) and (b) of this subsection, alter its notice of articles, in accordance with section 257, to reflect the alteration to be made to the articles.

(5) An alteration to the articles referred to in subsection (4) of this section takes effect when the alteration to the notice of articles referred to in subsection (4) (c) takes effect.

(6) An alteration to the articles that is not an alteration referred to in subsection (4) takes effect

(a) on the date and time that the resolution referred to in subsection (1) is received for deposit at the company's records office, or

(b) if the resolution specifies a date, or a date and time, on which the alteration is to take effect that is later than the date and time on which the resolution is received for deposit at the company's records office,

(i) on the specified date and time, or

(ii) if no time is specified, at the beginning of the specified date.

(7) This section does not apply to a change of name or to an adoption or change of any translation of name.

(8) Nothing in subsection (5) or (6) prevents an alteration to the articles made by a court order from taking effect in accordance with that order.

Shareholders may dissent

260 Any shareholder of a company may send a notice of dissent, under Division 2 of Part 8, to the company in respect of any resolution under section 259 (1) to alter any restrictions on the powers of the company or on the business it is permitted to carry on.

Alteration to Table 1 articles

261 (1) The Lieutenant Governor in Council may, by regulation, prescribe a set of articles, and designate that set of articles as "Table 1".

(2) Unless the articles provide otherwise, if a company has Table 1 as its articles as a result of the operation of this Act or if a provision of Table 1 is adopted by reference in the articles of a company, any regulation that amends Table 1 or that provision, as the case may be, will, at the time that the amendment comes into force, effect a corresponding alteration to the company's articles, without the necessity for the company to pass a resolution to make that alteration.

(3) Nothing in this section prevents a company from altering a provision in its articles referred to in subsection (2) in the manner provided by section 259.

(4) Subsection (2) of this section does not apply to a provision that has been altered under subsection (3).

Articles issued by company must reflect alterations

262 After an alteration to the articles of a company takes effect, the company must not issue a copy of the articles unless

(a) the copy of the articles reflects the alteration, or

(b) there is attached, to the copy of the articles, a copy of each resolution, court order or other record by which the articles being issued were altered.

Change of company name

263 (1) In order to change its name or adopt or change any translation of that name, a company must alter its notice of articles in accordance with section 257.

(2) A company may, by a directors' resolution or an ordinary resolution, authorize an alteration to its notice of articles to adopt or change a translation of its name.

(3) A resolution under section 257 (2) (b) may authorize a change of the company's name to

(a) a name, referred to in the resolution, that is reserved or is to be reserved under section 22,

(b) a name that is to be chosen by the directors and then reserved under section 22, or

(c) the name created by adding "B.C. Ltd." after the incorporation number of the company.

(4) If a notice of alteration filed with the registrar under section 257 (4) reflects a change of name referred to in subsection (3) (a) or (b) of this section and no reservation of that name is in effect when the alterations contemplated by the notice of alteration are to take effect, the notice of alteration is

(a) deemed to be withdrawn when the alterations contemplated by the notice of alteration are to take effect, and

(b) deemed not to have effected any of the alterations to the notice of articles contemplated by that notice of alteration.

(5) After an alteration to the notice of articles has taken effect under section 257 (5) to change the name of a company,

(a) the registrar must

(i) issue and furnish to the company a certificate of change of name showing the change of name and the date and time the change took effect,

(ii) furnish to the company a certified copy of the notice of articles as altered, and

(iii) publish in the prescribed manner a notice of the change of name, and

(b) the company must promptly alter its articles to reflect that change of name and any translation of that name.

(6) After an alteration to the notice of articles has taken effect under section 257 (5) to adopt a translation of the name of a company, or change any translation of the name of a company other than to reflect a change of the name of the company,

(a) the registrar must furnish to the company a certified copy of the notice of articles as altered, and

(b) the company must promptly alter its articles to reflect that translation or the change of the translation of that name.

(7) A company may alter its articles for the purposes of subsection (5) (b) or (6) (b) of this section without obtaining any resolution to direct or authorize that alteration.

(8) No change of the name or translated name of a company affects any of its rights or obligations, or renders defective any legal proceedings by or against it, and any legal proceedings that may have been continued or commenced by or against it under its former name or translated name may be continued or commenced by or against it under its new name or translated name.

Exceptional resolutions and resolutions respecting unalterable provisions

264 (1) By a provision in its articles, in this section called an exceptional resolution provision, a company may specify that

(a) a provision of its notice of articles may not be altered unless the resolution to authorize the alteration to the notice of articles is passed as an exceptional resolution,

(b) a provision of its articles may not be altered unless the resolution to alter the company's articles is passed as an exceptional resolution, or

(c) an action may not be taken by the company or the directors unless the resolution to authorize or effect the taking of the action is passed as an exceptional resolution.

(2) A company may not vary or delete an exceptional resolution provision unless the variation or deletion is authorized by an exceptional resolution.

(3) Despite any other provision of this Act, if the articles of a pre-existing company that has complied with section 370 (1) (a) and (b) or 436 (1) (a) and (b) include a provision that was not capable of alteration under the Company Act, 1996, the company must not alter that provision unless the alteration is

(a) ordered by the court, or

(b) authorized by a unanimous resolution.

(4) Each share of the company carries the right to vote on a resolution referred to in subsection (3) (b) of this section, whether or not that share otherwise carries the right to vote.

Resolution must be passed by greatest majority

265 If a company is required or permitted under its articles or this Act to pass a resolution and if there is a conflict between the articles and this Act regarding the majority of votes that is required to pass the resolution, the company must, in order to pass the resolution, obtain the greater of

(a) the majority of votes required by the articles, and

(b) the majority of votes required by this Act.

Division 2 — Conversion

Conversion of special Act corporations

266 (1) Unless the Act by which it was incorporated provides otherwise, a special Act corporation may apply to convert itself into a company under this Act if it has the consent of the minister to do so, and if it is authorized to do so by a special resolution that

(a) adopts, in substitution for the charter of the special Act corporation,

(i) a notice of articles that reflects the information that will apply to the converted company on its recognition, and

(ii) subject to subsection (2), articles that comply with section 12 (1) and (2), and

(b) authorizes one or more of the directors of the special Act corporation to sign the articles and to file the conversion application referred to in subsection (3) (a) of this section with the registrar.

(2) If the special Act corporation seeks to convert itself into a company,

(a) one or more of the directors of the special Act corporation must sign the articles referred to in subsection (1) (a) (ii), and

(b) if the special Act corporation is a pre-existing reporting company, the special Act corporation must include, in those articles,

(i) the Statutory Reporting Company Provisions, or

(ii) if a regulation has been made in respect of the corporation under section 435, those provisions of the Statutory Reporting Company Provisions that apply to the corporation.

(3) A special Act corporation that has been authorized to do so under subsection (1) of this section must, in order to apply for conversion under this Division, submit to the registrar for filing

(a) a conversion application, and

(b) the minister's written consent to the conversion.

(4) A conversion application must

(a) be in the form established by the registrar,

(b) set out

(i) the name reserved for the company under section 22, and the reservation number given for it, or

(ii) if a name is not reserved, a statement that the name by which the company is to be recognized is the name created by adding "B.C. Ltd." after the incorporation number of the company, and

(c) contain the notice of articles referred to in subsection (1) (a) (i) of this section.

(5) A special Act corporation is converted into a company under this section

(a) on the date and time that a conversion application is filed with the registrar, or

(b) subject to subsection (6) and section 410, if the conversion application specifies a date, or a date and time, on which the conversion is to take effect that is later than the date and time on which the conversion application is filed with the registrar,

(i) on the specified date and time, or,

(ii) if no time is specified, at the beginning of the specified date.

(6) At any time after a conversion application is filed with the registrar under this section and before the special Act corporation is converted, the minister may withdraw the conversion application by filing with the registrar a notice of withdrawal in the form established by the registrar identifying the conversion application.

(7) After a special Act corporation is converted into a company, the registrar must

(a) issue a certificate of conversion showing the name of the converted company and the date and time of its conversion,

(b) furnish the certificate of conversion, a certified copy of the conversion application and a certified copy of the notice of articles to the converted company, and

(c) publish in the prescribed manner a notice of the conversion.

Articles on conversion

267 At the time that a special Act corporation is converted into a company under section 266 (5), the converted company has, as its articles, the articles that have been signed by one or more of the directors of the special Act corporation or, if, despite section 266 (2) (a), none of the directors of the special Act corporation have signed articles for the converted company, the converted company has, as its articles,

(a) Table 1, or

(b) if the converted company is a pre-existing reporting company,

(i) Table 1, and

(ii) the Statutory Reporting Company Provisions or, if a regulation has been made in respect of the corporation under section 435, those provisions of the Statutory Reporting Company Provisions that apply to the corporation.

Effect of conversion

268 (1) At the time that a special Act corporation is converted into a company under section 266 (5),

(a) this Act, the notice of articles referred to in section 266 (4) (c) and the articles referred to in section 267, apply to the converted company in the same manner as if it were a company incorporated under this Act with that notice of articles and those articles, and the former charter of the special Act corporation ceases to apply,

(b) the property, rights and interests of the special Act corporation continue to be the property, rights and interests of the converted company,

(c) the converted company continues to be liable for the obligations of the special Act corporation,

(d) an existing cause of action, claim or liability to prosecution is unaffected,

(e) a legal proceeding being prosecuted or pending by or against the special Act corporation may be prosecuted, or its prosecution may be continued, as the case may be, by or against the converted company, and

(f) a conviction against, or a ruling, order or judgment in favour of or against, the special Act corporation may be enforced by or against the converted company.

(2) Whether or not the requirements precedent and incidental to conversion have been complied with, a notation in the corporate register that a special Act corporation has been converted into a company is conclusive evidence for the purposes of this Act and for all other purposes that the special Act corporation has been duly converted into a company on the date and time shown in the corporate register.

Division 3 — Amalgamation

Amalgamation permitted

269 The following corporations may amalgamate and continue as one company:

(a) a company with one or more other companies;

(b) one or more companies with one or more foreign corporations.

Amalgamation agreements

270 (1) In order for a company to amalgamate with one or more other corporations under section 269 (a) or (b), it must, unless the proposed amalgamation is to be effected under section 273 or 274,

(a) enter into an amalgamation agreement with the other amalgamating corporations, and

(b) have the amalgamation agreement adopted by the company's shareholders under section 271.

(2) An amalgamation agreement referred to in subsection (1) of this section must set out the terms and conditions of the amalgamation and must, in particular,

(a) set out the full name of each of the individuals who are to be the directors of the amalgamated company, and the prescribed address for each of those individuals,

(b) set out the manner in which the issued shares of each amalgamating corporation will be exchanged for one or more of the following:

(i) securities of the amalgamated company;

(ii) securities of any other corporation;

(iii) money,

(c) set out any other details necessary to perfect the amalgamation and to provide for the subsequent management and operation of the amalgamated company, and

(d) have attached to it

(i) a copy of the articles that the amalgamated company will have after the amalgamation, which articles must comply with section 12 (1) and (2) and be signed by one or more of the individuals referred to in paragraph (a) of this subsection, and

(ii) a copy of the amalgamation application to be filed with the registrar under section 275 (1) (a).

(3) Despite subsection (2) of this section, if shares of one of the amalgamating corporations are held by or on behalf of another of the amalgamating corporations,

(a) the amalgamation agreement must provide for the cancellation of those shares at the time that the amalgamation takes effect, without any repayment of capital in respect of those shares, and

(b) no provision may be made in the agreement for the exchange of those shares for securities of the amalgamated company or of any other corporation, or for money.

Shareholder adoption of amalgamation agreements

271 (1) An amalgamation agreement is adopted by the shareholders of an amalgamating company if

(a) all of the shareholders, whether or not their shares otherwise carry the right to vote, adopt the amalgamation agreement by a unanimous resolution, or

(b) the amalgamation agreement is adopted by the shareholders in accordance with subsection (6).

(2) If the amalgamation agreement is to be submitted for adoption at a meeting under subsection (6), the amalgamating company must send a notice of the meeting to each shareholder of the amalgamating company at least the prescribed number of days before the date of the proposed meeting.

(3) A notice of meeting sent under subsection (2) must be accompanied by

(a) a copy of the amalgamation agreement,

(b) a summary of the amalgamation agreement in sufficient detail to permit the shareholders to form a reasoned judgment concerning the matter, or

(c) a notification that each shareholder may, on request, obtain a copy of the amalgamation agreement before the meeting.

(4) A company that has included in a notice of meeting referred to in subsection (3) a notification referred to in subsection (3) (c) must, unless the court orders otherwise, send, promptly and without charge, a copy of the amalgamation agreement to each shareholder who requests a copy.

(5) Section 50 applies if a person does not receive the copy of the amalgamation agreement to which the person is entitled.

(6) An amalgamation agreement is adopted by the shareholders of an amalgamating company for the purposes of subsection (1) (b) of this section when

(a) the shareholders approve adoption of the amalgamation agreement

(i) by a special resolution, or

(ii) if any of the shares held by the shareholders who under subsection (7) are entitled to vote on the resolution to approve the adoption do not otherwise carry the right to vote, by a resolution of the company's shareholders passed by at least a special majority of the votes cast by the company's shareholders, and

(b) the shareholders holding shares of each class or series of shares to which are attached rights or special rights or restrictions that would be prejudiced or interfered with by the adoption of the amalgamation agreement approve adoption of the amalgamation agreement by a special separate resolution of those shareholders.

(7) Each share of an amalgamating company carries the right to vote in respect of a resolution referred to in subsection (6) (a) whether or not that share otherwise carries the right to vote.

(8) Section 61 does not apply to an amalgamation under this Division.

Shareholders may dissent

272 Any shareholder of an amalgamating company may send a notice of dissent, under Division 2 of Part 8, in respect of a resolution under 271 (6) to adopt an amalgamation agreement, to the amalgamating company of which the person is a shareholder or, if the amalgamation has taken effect, to the amalgamated company.

Vertical short form amalgamations

273 (1) A holding corporation that is a company and one or more of its subsidiary corporations may amalgamate and continue as one company without complying with sections 270 and 271 if

(a) the holding corporation, if a pre-existing company, has complied with section 370 (1) or 436 (1),

(b) all of the issued shares of each amalgamating subsidiary corporation are held by one or more of the other amalgamating corporations,

(c) the amalgamation is approved by a special resolution of the holding corporation or by a resolution of its directors, and

(d) the resolution requires that

(i) the shares of each amalgamating subsidiary corporation be cancelled on the amalgamation without any repayment of capital in respect of those shares,

(ii) the amalgamated company have, as its notice of articles and articles, the notice of articles and articles of the holding corporation, and

(iii) the amalgamated company refrain from issuing any securities in connection with the amalgamation.

(2) On an amalgamation under this section, the capital of the amalgamated company is the same as the capital of the amalgamating holding corporation.

Horizontal short form amalgamations

274 (1) Two or more companies that are subsidiaries of the same holding corporation may amalgamate and continue as one company without complying with sections 270 and 271 if

(a) all of the issued shares of each amalgamating company are held by the holding corporation or another amalgamating company,

(b) the amalgamation is approved by each of the amalgamating companies by a special resolution of the amalgamating company or by a resolution of its directors,

(c) the resolutions require that

(i) subject to subsection (2), the shares of all but one of the amalgamating companies be cancelled on the amalgamation without any repayment of capital in respect of those shares, and

(ii) the amalgamated company have, as its notice of articles and articles, the notice of articles and articles of the amalgamating company whose shares are not to be cancelled, and

(d) the amalgamating company the shares of which are not to be cancelled under paragraph (c) (i) of this subsection, if a pre-existing company, has complied with section 370 (1) or 436 (1).

(2) The amalgamating company, the shares of which are not to be cancelled under subsection (1) (c) (i) of this section (the "primary company") must be a company the shares of which are held by the holding corporation.

(3) On an amalgamation under this section, the capital of the primary company consists of

(a) the capital that was the capital of the primary company immediately before the amalgamation, and

(b) the capital that was the capital of the other amalgamating companies other than the portion of that capital that is attributable to the shares of any amalgamating company that were held by the primary company or any other amalgamating company.

Formalities to amalgamation

275 (1) In order to effect an amalgamation under this Division,

(a) there must be filed with the registrar, on behalf of the amalgamating corporations, an amalgamation application that complies with this section, and

(b) if any of the amalgamating corporations are foreign corporations, there must be provided to the registrar the records and information the registrar may require, including, without limitation, any proof required by the registrar regarding the standing of the foreign corporation in the foreign corporation's jurisdiction, and there must be filed with the registrar any records the registrar may require, including, without limitation, an authorization for the amalgamation from the foreign corporation's jurisdiction.

(2) An amalgamation application must

(a) contain whichever of the following statements is applicable:

(i) if the amalgamation has been approved by the court, that a copy of an entered court order approving the amalgamation has been obtained under section 276 or 278 (3) (b) (ii) and has been deposited in the records office of each of the amalgamating companies;

(ii) if the amalgamation is to be effected without court approval, that all of the required affidavits under section 277 (1) have been obtained and that the affidavit obtained from each amalgamating company has been deposited in that company's records office,

(b) in the case of an amalgamation to which section 270 applies, be in the form established by the registrar and

(i) set out

(A) if the amalgamated company is to adopt as its name the name of one of the amalgamating companies, the name to be adopted as the name of the amalgamated company,

(B) if clause (A) does not apply, the name reserved for the amalgamated company under section 22, and the reservation number given for it, or

(C) if clause (A) does not apply and if a name is not reserved for the amalgamated company, a statement that the name by which the amalgamated company is to be recognized is the name created by adding "B.C. Ltd." after the incorporation number of the company, and

(ii) contain a notice of articles that reflects the information that will apply to the amalgamated company on its recognition,

(c) in the case of an amalgamation under section 273,

(i) be in the form established by the registrar for a short form amalgamation, and

(ii) adopt, as the notice of articles for the amalgamated company, the notice of articles of the holding corporation, and

(d) in the case of an amalgamation under section 274,

(i) be in the form established by the registrar for a short form amalgamation, and

(ii) adopt, as the notice of articles for the amalgamated company, the notice of articles of the amalgamating company the shares of which are not cancelled.

(3) An amalgamation application must not be submitted to the registrar for filing under subsection (1) (a) of this section unless,

(a) in the case of an amalgamation to which section 270 applies, the amalgamation agreement has been adopted by each of the amalgamating companies shown as parties to it, or

(b) in the case of an amalgamation under section 273 or 274, the amalgamation has been approved in accordance with the applicable section.

Amalgamations with court approval

276 (1) An amalgamation may be effected under section 275 with court approval, and, for that purpose, a court order approving the amalgamation must be obtained and a copy of that entered order must be deposited in the records office of each of the amalgamating companies.

(2) In order to obtain the court order required under subsection (1) of this section, an application for the order must be filed with the court at least 6 days after but not more than 2 months after,

(a) in the case of an amalgamation to which section 270 applies, the date on which the last of the amalgamating companies to adopt the amalgamation agreement does so under section 271 (1),

(b) in the case of an amalgamation under section 273, the date on which the approval required under section 273 (b) is obtained, or

(c) in the case of an amalgamation under section 274, the date on which the last of the approvals required under section 274 (a) is obtained.

(3) An amalgamating company must give to a creditor or shareholder of the amalgamating company at least 14 days' notice of the date, time and place of the hearing of an application under subsection (2) of this section if

(a) the creditor or shareholder, by written notice, requires the company to give the creditor or shareholder notice of the application, and

(b) the written notice referred to in paragraph (a) is sent to the registered office of the amalgamating company so that it is received at that office before the hearing of the application and,

(i) in the case of an amalgamation to which section 270 applies, not later than 5 weeks after the date on which the last of the amalgamating companies to adopt the amalgamation agreement does so under section 271 (1), or

(ii) in the case of an amalgamation under section 273 or 274, not later than 5 weeks after the date on which the last of the approvals required under section 273 (b) or 274 (a), as the case may be, is obtained.

(4) On an application for an order to approve an amalgamation under subsection (2) of this section,

(a) a creditor or shareholder of any of the amalgamating corporations is entitled to be heard,

(b) the court must have regard to the rights and interests of each person affected by the amalgamation, and

(c) the court may

(i) approve the amalgamation on the terms presented or substantially on those terms, or

(ii) dismiss the application.

Amalgamations without court approval

277 (1) An amalgamation may be effected under section 275 without court approval, and, for that purpose, there must be obtained from each amalgamating company, and deposited in that company's records office, an affidavit of a director or officer of that company that complies with subsection (2) of this section.

(2) The affidavit referred to in subsection (1) must

(a) state whichever of the following is applicable to the amalgamating company of which the individual making the affidavit is a director or officer:

(i) that the company has entered into an amalgamation agreement with the other amalgamating corporations and that amalgamation agreement

(A) complies with section 270, and

(B) has been adopted in accordance with section 271;

(ii) that the company proposes to amalgamate with one or more other corporations under section 273 or 274, as the case may be, and the amalgamation has been approved in accordance with section 273 or 274, as the case may be, and

(b) include whichever of the statements under subsection (3) is applicable.

(3) The affidavit referred to in subsection (1) must

(a) state that the director or officer believes and has reasonable grounds for believing that no creditor of the company will be materially prejudiced by the amalgamation, or

(b) state

(i) that the company has complied with section 278, giving particulars of the time and manner in which the required notices were sent, published or provided, as the case may be,

(ii) that the only objections in writing to the amalgamation received by the company fall into one or more of the following categories:

(A) objections on grounds that are frivolous or vexatious;

(B) objections by creditors who received a written notice under section 278 (3) (a) and who did not, within 15 days after the date of that notice, make application to the court for an order that the amalgamation not proceed;

(C) objections that have been dismissed by the court or withdrawn by the creditor, and

(iii) that the director or officer is not aware of there being any court order, or any application for a court order, that the amalgamation not proceed.

Notice to creditors in relation to an amalgamation without court approval

278 (1) Before an affidavit containing the statements referred to in section 277 (3) (b) is sworn, an amalgamating company must

(a) send to each known creditor of the company having a claim against the company that exceeds the prescribed amount, a written notice that complies with subsection (2) of this section, and

(b) publish in a newspaper that is distributed generally in the place where the company has its registered office a notice that complies with subsection (2).

(2) Each notice sent in respect of an amalgamating company under subsection (1) (a) and each notice published under subsection (1) (b) must

(a) declare the company's intention to amalgamate and specify the amalgamating corporations,

(b) include a statement by a director or officer of the company indicating that the director or officer believes and has reasonable grounds for believing that the amalgamated company will be, or will not be, as the case may be, insolvent when the amalgamation takes effect, and

(c) state that a creditor of the company who intends to object to the amalgamation must provide to the company a written notice of objection within 15 days after the sending or publication of the notice, as the case may be.

(3) If a creditor provides to the amalgamating company, in accordance with subsection (2) (c), a notice of objection, other than in respect of an objection that is frivolous or vexatious, the company must, if it intends to proceed with the amalgamation,

(a) provide to that creditor a written notice stating that the company intends to proceed with the amalgamation unless, within 15 days after the date of the notice, the court orders that the amalgamation must not proceed, or

(b) obtain whichever of the following court orders the company requires:

(i) an order, on notice to that creditor, dismissing the objection of that creditor;

(ii) an order, on notice to all creditors who have provided a notice of objection in accordance with subsection (2) (c), approving the amalgamation.

(3.1) Section 276 does not apply in respect of court orders referred to in subsection (3) (b) of this section.

(4) An amalgamation application affecting the amalgamating company must not be submitted to the registrar for filing until after the 15 day period referred to in subsection (2) (c) of this section, and, if applicable, the 15 day period referred to in subsection (3) (a), have expired.

(5) A creditor having a claim against the amalgamating company may, whether or not that creditor receives a notice under subsection (1) (a) or (3) (a), apply to the court for an order that the proposed amalgamation not proceed.

(6) An application under subsection (5) must be made on such notice to the amalgamating company as the court may order.

Amalgamation

279 Amalgamating corporations are amalgamated and continue as an amalgamated company under this Division

(a) on the date and time that the amalgamation application referred to in section 275 (1) (a) is filed with the registrar, or

(b) subject to sections 280 and 410, and unless the court orders otherwise in an entered order of which a copy has been filed with the registrar, if the amalgamation application specifies a date, or a date and time, on which the amalgamation is to take effect that is later than the date and time the amalgamation application is filed with the registrar,

(i) on the specified date and time, or

(ii) if no time is specified, at the beginning of the specified date.

Withdrawal of amalgamation application

280 At any time after an amalgamation application is filed with the registrar under section 275 (1) (a) and before the amalgamating corporations are amalgamated, an amalgamating corporation or any other person who appears to the registrar to be an appropriate person to do so may withdraw the amalgamation application by filing with the registrar a notice of withdrawal in the form established by the registrar identifying the amalgamation application.

Registrar's duties on amalgamation

281 After amalgamating corporations are amalgamated as an amalgamated company under this Division, the registrar must

(a) issue a certificate of amalgamation showing

(i) the name of the amalgamated company and the date and time of the amalgamation,

(ii) the names of the amalgamating corporations, and

(iii) for each amalgamating corporation that is a foreign corporation, the foreign corporation's jurisdiction,

(b) furnish to the amalgamated company the certificate of amalgamation, a certified copy of the amalgamation application and a certified copy of the notice of articles of the amalgamated company, and

(c) publish in the prescribed manner a notice of the amalgamation.

Effect of amalgamation

282 (1) At the time that amalgamating corporations are amalgamated as an amalgamated company under this Division,

(a) the amalgamation of the amalgamating corporations and their continuation as one company becomes irrevocable,

(b) the amalgamated company has, as its notice of articles,

(i) in the case of an amalgamation to which section 270 applies, the notice of articles contained in the amalgamation application,

(ii) in the case of an amalgamation under section 273, the notice of articles of the amalgamating holding corporation, or

(iii) in the case of an amalgamation under section 274, the notice of articles of the amalgamating company the shares of which are not cancelled,

(c) the amalgamated company has, as its articles,

(i) in the case of an amalgamation to which section 270 applies, the articles attached to the amalgamation agreement under section 270 (2) (d) (i) if those articles have been signed by one or more of the individuals identified in the amalgamation agreement as the directors of the amalgamated company,

(ii) in the case of an amalgamation to which section 270 applies and articles are not attached to the amalgamation agreement, or the attached articles are not signed as required under section 270 (2) (d) (i), Table 1, or, if any of the amalgamating corporations is a pre-existing reporting company,

(A) Table 1, and

(B) the Statutory Reporting Company Provisions,

(iii) in the case of an amalgamation under section 273, the articles of the amalgamating holding corporation, or

(iv) in the case of an amalgamation under section 274, the articles of the amalgamating company the shares of which are not cancelled,

(d) the amalgamated company becomes capable immediately of exercising the functions of an incorporated company,

(e) the shareholders of the amalgamated company have the powers and the liability provided in this Act,

(f) each shareholder of each amalgamating corporation is bound by the amalgamation agreement, if any,

(g) the property, rights and interests of each amalgamating corporation continue to be the property, rights and interests of the amalgamated company,

(h) the amalgamated company continues to be liable for the obligations of each amalgamating corporation,

(i) an existing cause of action, claim or liability to prosecution is unaffected,

(j) a legal proceeding being prosecuted or pending by or against an amalgamating corporation may be prosecuted, or its prosecution may be continued, as the case may be, by or against the amalgamated company, and

(k) a conviction against, or a ruling, order or judgment in favour of or against, an amalgamating corporation may be enforced by or against the amalgamated company.

(2) An amalgamation does not constitute an assignment by operation of law, a transfer or any other disposition of the property, rights and interests of an amalgamating corporation to the amalgamated company.

(3) Whether or not the requirements precedent and incidental to amalgamation have been complied with, a notation in the corporate register that corporations have been amalgamated as an amalgamated company is conclusive evidence for the purposes of this Act and for all other purposes that the corporations have been duly amalgamated on the date and time shown in the corporate register.

Division 4 — Amalgamation into a Foreign Jurisdiction

Definitions

283 In this Division:

"amalgamation" includes any procedure that results in or that creates an amalgamated foreign corporation;

"amalgamated foreign corporation" means a foreign corporation that results from an amalgamation involving a company.

Amalgamations into foreign jurisdictions

284 (1) Subject to section 285, one or more companies and one or more foreign corporations may amalgamate to form an amalgamated foreign corporation if

(a) the laws of each of the amalgamating foreign corporations' jurisdictions allow the amalgamation,

(b) each amalgamating foreign corporation obtains the approval to the amalgamation required by its charter and otherwise complies with the laws of the foreign corporation's jurisdiction with respect to the amalgamation, and

(c) each amalgamating company is authorized by its shareholders and by the registrar in accordance with this section to enter into the amalgamation.

(2) For the purposes of subsection (1) (c) of this section, an amalgamating company is authorized by its shareholders to enter into the amalgamation when

(a) all of the shareholders, whether or not their shares otherwise carry the right to vote, approve the amalgamation by a unanimous resolution, or

(b) the amalgamation is approved by the shareholders in accordance with subsection (4).

(3) If the amalgamation is to be approved at a meeting under subsection (4), the amalgamating company must send a notice of the meeting to each shareholder of the company at least the prescribed number of days before the date of the proposed meeting.

(4) An amalgamation is approved by the shareholders of an amalgamating company for the purposes of subsection (2) (b) when

(a) the shareholders approve the amalgamation

(i) by a special resolution, or

(ii) if any of the shares held by the shareholders who under subsection (5) are entitled to vote on the resolution to approve the amalgamation do not otherwise carry the right to vote, by a resolution of the company's shareholders passed by at least a special majority of the votes cast by the company's shareholders, and

(b) the shareholders holding shares of each class or series of shares to which are attached rights or special rights or restrictions that would be prejudiced or interfered with by the amalgamation approve the amalgamation by a special separate resolution of those shareholders.

(5) Each share of a company carries the right to vote in respect of a resolution referred to in subsection (4) (a) whether or not that share otherwise carries the right to vote.

(6) Section 61 does not apply to an amalgamation under this Division.

(7) A company seeking, under subsection (1) of this section, to amalgamate with one or more foreign corporations to form an amalgamated foreign corporation must, before entering into the amalgamation,

(a) obtain and deposit in its records office an affidavit of one of its directors or officers that complies with section 277 (2) (b) and that states that the authorization to the amalgamation required under subsection (2) of this section has been obtained, and

(b) file with the registrar an application for authorization for amalgamation in the form established by the registrar containing a statement that the affidavit required under paragraph (a) has been obtained and deposited in the company's records office.

(8) Section 278 applies to an amalgamation proposed under this section.

(9) Unless the court orders otherwise in an entered order of which a copy has been filed with the registrar, the registrar must authorize a company to amalgamate with one or more foreign corporations to form an amalgamated foreign corporation if the registrar is satisfied that each amalgamating company has filed with the registrar all of the records that the company is required to file with the registrar under this Act.

(10) The authorization given by the registrar under subsection (9) of this section expires 6 months after the date on which that authorization was given.

When amalgamation under this Division prohibited

285 A company must not amalgamate with a foreign corporation to form an amalgamated foreign corporation unless the laws of the foreign corporation's jurisdiction to which the amalgamated foreign corporation will be subject provide that

(a) the property, rights and interests of the amalgamating company continue to be the property, rights and interests of the amalgamated foreign corporation,

(b) the amalgamated foreign corporation continues to be liable for the obligations of the amalgamating company,

(c) an existing cause of action, claim or liability to prosecution is unaffected,

(d) a legal proceeding being prosecuted or pending by or against the amalgamating company may be prosecuted or its prosecution may be continued, as the case may be, by or against the amalgamated foreign corporation, and

(e) a conviction against, or a ruling, order or judgment in favour of or against, the amalgamating company may be enforced by or against the amalgamated foreign corporation.

After amalgamation

286 (1) If a company has amalgamated with one or more foreign corporations to form an amalgamated foreign corporation, the amalgamated foreign corporation must promptly file with the registrar a copy of any record issued to the amalgamated foreign corporation by the amalgamated foreign corporation's jurisdiction to effect or confirm the amalgamation.

(2) After a record referred to in subsection (1) is filed, the registrar must publish in the prescribed manner a notice that the company in respect of which the record was filed has amalgamated with one or more foreign corporations to form an amalgamated foreign corporation.

(3) The company ceases to be a company within the meaning of this Act when the company is amalgamated with one or more foreign corporations to form an amalgamated foreign corporation.

Shareholders may dissent

287 Any shareholder of an amalgamating company may send a notice of dissent, under Division 2 of Part 8, in respect of a resolution under section 284 (4) to approve an amalgamation under this Division, to the amalgamating company of which the person is a shareholder or, if the amalgamation has taken effect, to the amalgamated foreign corporation.

Division 5 — Arrangements

Arrangement may be proposed

288 (1) Despite any other provision of this Act, a company may propose an arrangement with shareholders, creditors or other persons and may, in that arrangement, make any proposal it considers appropriate, including a proposal for one or more of the following:

(a) an alteration to the memorandum, notice of articles or articles of the company;

(b) an alteration to any of the rights or special rights or restrictions attached to any of the shares of the company;

(c) an amalgamation of the company with one or more corporations;

(d) a division of the business carried on by the company;

(e) a transfer of all or any part of the money, securities or other property, rights and interests of the company to another corporation in exchange for money, securities or other property, rights and interests of the other corporation;

(f) a transfer of all or any part of the liabilities of the company to another corporation;

(g) an exchange of securities of the company held by security holders for money, securities or other property, rights and interests of the company or for money, securities or other property, rights and interests of another corporation;

(h) a dissolution without liquidation, or a liquidation and dissolution, of the company;

(i) a compromise between the company and its creditors or any class of its creditors, or between the company and the persons holding its securities or any class of those persons.

(2) Before an arrangement proposed under this section takes effect, the arrangement must be

(a) adopted in accordance with section 289, and

(b) approved by the court under section 291.

Adoption of arrangement

289 (1) Despite sections 264 and 265, an arrangement is adopted for the purposes of section 288 (2) (a) if,

(a) in respect of an arrangement proposed with the shareholders of the company,

(i) the shareholders approve the arrangement by a special resolution, or

(ii) if any of the shares held by the shareholders who under subsection (2) are entitled to vote on the resolution to approve the arrangement do not otherwise carry the right to vote, the shareholders approve the arrangement by a resolution passed at a meeting by at least a special majority of the votes cast by the shareholders, if at least the prescribed number of days' notice of the meeting and of the intention to propose the resolution has been sent to all of the shareholders,

(b) in respect of an arrangement proposed with the shareholders holding shares of a class or series of shares of the company, those shareholders approve the arrangement by a special separate resolution of those shareholders,

(c) in respect of an arrangement proposed with some of the shareholders holding shares of a class or series of shares of the company, those shareholders approve the arrangement by a resolution passed at a meeting by at least a special majority of the votes cast by those shareholders, if at least the prescribed number of days' notice of the meeting and of the intention to propose the resolution has been sent to all of those shareholders,

(d) in respect of an arrangement proposed with creditors of the company or a class of creditors of the company, a majority in number and 3/4 in value of the creditors or class of creditors, as the case may be, present and voting, either in person or by proxy, approve the arrangement at a meeting if at least 21 days' notice of the meeting, and of the intention to propose the arrangement, has been sent to all of those creditors with whom the arrangement is proposed,

(e) in respect of an arrangement proposed with any other persons, those persons approve the arrangement in the manner and to the extent required by the court, or

(f) in respect of any arrangement, all of the persons who would be entitled to vote under this section in respect of the arrangement consent to the arrangement in writing.

(2) Each share of a company carries the right to vote in respect of a resolution referred to in subsection (1) (a) whether or not that share otherwise carries the right to vote.

(3) If the court orders, under section 291, that a meeting be held to adopt an arrangement in addition to or in substitution for a meeting contemplated by subsection (1) of this section, the arrangement must not be submitted to the court for approval until after

(a) it has been adopted at that court ordered meeting, or

(b) it has been consented to under subsection (1) (f) by the persons who were entitled to vote at that meeting.

(4) If an arrangement is consented to under subsection (1) (f),

(a) the meeting that would otherwise have been necessary under subsection (1) or (3) need not be held, and

(b) the consent is as valid and effective as if it had been expressed in a vote passed at that meeting.

(5) Section 61 does not apply to an arrangement under this Division.

Information regarding arrangement

290 (1) If a meeting is called to adopt an arrangement, the company must, unless the court orders otherwise,

(a) include with any notice of the meeting that is sent to a person who is entitled to vote at the meeting, a statement

(i) explaining, in sufficient detail to permit the recipient to form a reasoned judgment concerning the matter, the effect of the arrangement, and

(ii) stating any material interest of each director and officer, whether as director, officer, shareholder, security holder or creditor of the company, or otherwise, and

(b) include in any advertisement of the meeting,

(i) the statement required by paragraph (a), or

(ii) a notification that the persons who are entitled to vote at the meeting may, on request, obtain copies of the statement before the meeting.

(2) If the arrangement affects the rights of qualifying debentureholders, the statement referred to in subsection (1) (a) must, unless the court orders otherwise or unless the trustee for the qualifying debentureholders is a savings institution, include a statement regarding any material interest of the trustee for the qualifying debentureholders.

(3) A company that has included in an advertisement referred to in subsection (1) (b) a notification that copies of the statement referred to in subsection (1) (a) may be obtained must, unless the court orders otherwise, send, promptly and without charge, a copy of the statement to each person entitled to vote at the meeting who requests a copy.

(4) Section 50 applies if a person who is entitled to receive a copy of the statement referred to in subsection (1) (a) of this section does not receive the copy.

Role of court in arrangements

291 (1) If an arrangement is proposed, the court may make an order respecting that arrangement under subsection (2)

(a) on its own motion,

(b) on the application of the company, or

(c) on the application, made on notice to the company, of

(i) a shareholder of the company,

(ii) a creditor of the company, or

(iii) a person who is a member of the class of persons with whom the arrangement is proposed.

(2) The court may, in respect of a proposed arrangement, make any order it considers appropriate, including any of the following orders:

(a) an order determining the notice to be given to any interested person, or dispensing with notice to any person, in relation to any application to court under this Division;

(b) an order requiring the company to do one or both of the following in the manner and with the notice the court directs:

(i) call, hold and conduct one or more meetings of the persons the court considers appropriate;

(ii) hold a separate vote of the persons the court considers appropriate;

(c) an order permitting shareholders to dissent under Division 2 of Part 8 or in any other manner the court may direct;

(d) an order appointing a lawyer, at the expense of the company, to represent the interests of some or all of the shareholders;

(e) an order directing that an arrangement proposed with the creditors or a class of creditors of the company be referred to the shareholders of the company in the manner and for the approval the court considers appropriate.

(3) As part of any order made in respect of a company under subsection (2) (c) of this section, the court may direct the company to provide, in the manner specified by the order, a copy of the entered order to all or specified shareholders.

(4) Without limiting subsections (1) to (3) but despite any other provision of this Act, on an application to court for approval of the arrangement,

(a) if the arrangement has been adopted under section 289 and, if required, approved by the shareholders in accordance with an order made under subsection (2) (e) of this section, the court may make an order approving the arrangement on the terms presented or substantially on those terms or may refuse to approve that arrangement,

(b) if, under the arrangement, money, securities or other property, rights or interests, or liabilities, of the company are to be transferred to another corporation, the court may make

(i) an order providing for the allotment or appropriation by the receiving corporation of any shares or other securities that, under the arrangement, are to be allotted or appropriated to or for any person,

(ii) an order providing for the continuation by or against the receiving corporation of any legal proceedings pending by or against the transferring company, or

(iii) an order providing for the dissolution of the transferring company, and

(c) the court may make any incidental, consequential and supplemental orders necessary to ensure that the arrangement is fully and effectively carried out.

(5) If an order of the court made under this section provides for the transfer of money, securities or other property, rights or interests, or liabilities, of the company,

(a) the property, rights or interests are deemed to be transferred to and to vest in the receiving corporation, or the liabilities are deemed to be transferred to and become the liabilities of the receiving corporation, when the applicable provisions of the order take effect, and

(b) any particular property, rights or interests that are, by the arrangement, to be freed from any charge are freed from that charge if the order so directs.

Required filings

292 Subject to sections 293 and 294, if any of the provisions of an arrangement that is approved by a court order under section 291 will, on taking effect, alter information shown in the corporate register, the company must

(a) provide to the registrar the records and information the registrar requires, and file with the registrar the records the registrar requires, to give effect to each provision of the arrangement that will alter information shown in the corporate register, and

(b) concurrently with the first record filed under paragraph (a), file with the registrar a copy of the entered court order.

Obligations on company if memorandum altered

293 (1) This section applies if

(a) the company in respect of which an arrangement has been approved by a court order under section 291 is a pre-existing company that has not complied with section 370 or 436, and

(b) a provision of the arrangement will, on taking effect, alter the company's memorandum or otherwise affect the company so that information contained in its memorandum is incorrect or incomplete.

(2) In the circumstances referred to in subsection (1) of this section, the company must, promptly after the making of the order and before complying with section 292, comply with section 370 or 436, as the case may be.

Obligations on company if articles altered

294 (1) This section applies if an arrangement is approved by a court order under section 291 and a provision of the arrangement will, on taking effect, alter the company's articles or otherwise affect the company so that information contained in its articles is incorrect or incomplete.

(2) In the circumstances referred to in subsection (1) of this section, if the company is a pre-existing company that has not complied with section 370 or 436, the company must, promptly after the making of the order and before complying with section 292, comply with section 370 or 436, as the case may be.

(3) Promptly after the making of an order referred to in subsection (1) of this section and, in the case of a company to which subsection (2) applies, after compliance by the company with subsection (2), the company must alter its articles in accordance with the order by depositing a copy of the entered order at the company's records office.

(4) Section 259 (4) to (6) applies to an alteration to the articles referred to in subsection (3) of this section, including, without limiting this, to a change of name or an adoption or change of any translation of name, and, for that purpose, a reference in section 259 (4) to (6) to a resolution is deemed to be a reference to the court order obtained under section 291.

If arrangement includes amalgamation

295 (1) If a provision of an arrangement approved by a court order under section 291 will, on taking effect, result in an amalgamation under which a company and one or more corporations amalgamate and continue as one company, the court may, by order, provide for the incidental, consequential and supplemental matters necessary to ensure that the amalgamation is fully and effectively carried out and, without limiting this, may make orders respecting the articles, notice of articles, directors, registered office and records office applicable to the amalgamated company.

(2) On an amalgamation referred to in subsection (1), the amalgamated company has, as its articles,

(a) the articles ordered by the court, or

(b) if paragraph (a) of this subsection does not apply,

(i) Table 1, or

(ii) if any of the amalgamating corporations is a pre-existing reporting company, Table 1 and the Statutory Reporting Company Provisions.

Application of Act to arrangements

296 The provisions of this Act that set out the effect of an alteration to the notice of articles, an amalgamation, a liquidation or another occurrence of a particular type, including the provisions that impose obligations on the registrar in relation to occurrences of that type and the provisions respecting when the occurrence takes effect, apply to an occurrence of that type that is effected under an arrangement.

Binding effect of arrangements

297 (1) On and from the time at which a provision of an arrangement takes effect, the provision is binding on the company and on the persons with whom the arrangement was proposed.

(2) Nothing in this section affects the rights of a company and a dissenter under Division 2 of Part 8.

Abandoning arrangements

298 (1) A company may abandon an arrangement if

(a) the directors pass a resolution resolving not to proceed with the arrangement,

(b) the arrangement is abandoned before any of the provisions of the arrangement take effect, and

(c) any records filed with the registrar in relation to the arrangement are withdrawn.

(2) Neither the company nor the shareholders, creditors or other persons with whom an arrangement is proposed are bound by the provisions of the arrangement if the company abandons the arrangement in accordance with subsection (1).

(3) Promptly after the company abandons an arrangement in accordance with subsection (1), the directors must send notice to that effect to the shareholders, creditors or other persons with whom the arrangement was proposed.

Withdrawal of arrangement records

299 (1) Subject to subsection (2), at any time after records referred to in section 292 are filed with the registrar, the company or any other person who appears to the registrar to be an appropriate person to do so may withdraw those records by filing with the registrar a notice of withdrawal in the form established by the registrar identifying those records.

(2) Records filed under section 292 must not be withdrawn unless

(a) all of the records filed under section 292 are withdrawn under subsection (1) of this section, and

(b) the records are withdrawn under subsection (1) before any of the provisions of the arrangement take effect.

Division 6 — Compulsory Acquisitions

Acquisition procedures

300 (1) In this section:

"acquiring person" means a person who, under a scheme or contract, makes an acquisition offer, and includes 2 or more persons who, directly or indirectly,

(a) make an acquisition offer jointly or in concert, or

(b) intend to exercise jointly or in concert voting rights attached to shares for which an acquisition offer is made;

"acquisition offer" means an offer made by an acquiring person to acquire shares, or any class of shares, of a company;

"offeree", in respect of an acquisition offer, means a shareholder to whom the acquisition offer is made;

"subject company" means the company, shares or any class of shares of which are the subject of an acquisition offer.

(2) For the purposes of this section,

(a) every acquisition offer for shares of more than one class of shares is deemed to be a separate acquisition offer for shares of each class of shares, and

(b) each acquisition offer is accepted if, within 4 months after the making of the offer, the offer is accepted regarding the shares, or regarding each class of shares involved, by shareholders who, in the aggregate, hold at least 9/10 of those shares or of the shares of that class of shares, other than shares already held at the date of the offer by, or by a nominee for, the acquiring person or its affiliate.

(3) If an acquisition offer is accepted within the meaning of subsection (2) (b), the acquiring person may, within 5 months after making the offer, send written notice to any offeree who did not accept the offer, that the acquiring person wants to acquire the shares of that offeree that were involved in the offer.

(4) If a notice is sent to an offeree under subsection (3), the acquiring person is entitled and bound to acquire all of the shares of that offeree that were involved in the offer for the same price and on the same terms contained in the acquisition offer unless the court orders otherwise on an application made by that offeree within 2 months after the date of the notice.

(5) On the application of an offeree under subsection (4), the court may

(a) set the price and terms of payment, and

(b) make consequential orders and give directions the court considers appropriate.

(6) If a notice has been sent by an acquiring person under subsection (3) and the court has not ordered otherwise under subsection (4), the acquiring person must, no earlier than 2 months after the date of the notice, or, if an application to the court by the offeree to whom the notice was sent is then pending, at any time after that application has been disposed of,

(a) send a copy of the notice to the subject company, and

(b) pay or transfer to the subject company the amount or other consideration representing the price payable by the acquiring person for the shares that are referred to in the notice.

(7) On receiving the copy of the notice and the amount or other consideration referred to in subsection (6), the subject company must register the acquiring person as a shareholder with respect to those shares.

(8) Any amount received by the subject company under this section must be paid into a separate account at a savings institution and, together with any other consideration so received, must be held by the subject company, or by a trustee approved by the court, in trust for the persons entitled to that sum.

(9) If the acquiring person has not, within one month after becoming entitled to do so, sent the notice referred to in subsection (3), the acquiring person must send a written notice to each offeree referred to in subsection (3) stating that the offeree, within 3 months after receiving the notice, may require the acquiring person to acquire the shares of that offeree that were involved in the acquisition offer.

(10) If an offeree requires the acquiring person to acquire the offeree's shares in accordance with subsection (9), the acquiring person must acquire those shares for the same price and on the same terms contained in the acquisition offer.

Division 7 — Disposal of Undertaking

Power to dispose of undertaking

301 (1) A company must not sell, lease or otherwise dispose of all or substantially all of its undertaking unless

(a) it does so in the ordinary course of its business, or

(b) it has been authorized to do so by a special resolution.

(2) If the company contravenes subsection (1) in respect of a disposition of all or substantially all of a company's undertaking, the court, on the application of any shareholder, director or creditor of the company, may, unless subsection (3) applies, do one or more of the following:

(a) enjoin the proposed disposition;

(b) set aside the disposition;

(c) make any other order the court considers appropriate.

(3) A disposition of all or substantially all of the undertaking of a company is not invalid merely because the company contravenes subsection (1), if the disposition is

(a) for valuable consideration to a person who is dealing with the company in good faith, or

(b) ratified by a special resolution.

(4) Despite the passing of a special resolution under subsection (1) (b) or (3) (b) to authorize or ratify a disposition of all or substantially all of the undertaking of a company, the directors may abandon the disposition without further action by the shareholders.

(5) Any shareholder of the company may send notice of dissent, under Division 2 of Part 8, to the company in respect of a special resolution under subsection (1) (b) or (3) (b).

(6) The prohibition in subsection (1) does not apply to a disposition of all or substantially all of the undertaking of the company

(a) by way of security interest,

(b) by a lease if

(i) the term of the lease, at its beginning, does not exceed 3 years, and

(ii) any option or covenant for renewal included in the lease is not capable of extending the total lease periods beyond 3 years,

(c) to a corporation that is a wholly owned subsidiary of the company,

(d) to a corporation of which the company is a wholly owned subsidiary,

(e) to a corporation if the company and the corporation are

(i) wholly owned subsidiaries of the same holding corporation, or

(ii) wholly owned by the same person, or

(f) to the person, other than a corporation, who holds all of the shares of

(i) the company, or

(ii) a corporation of which the company is a wholly owned subsidiary.

Division 8 — Transfer of Incorporation

Application for continuation into British Columbia

302 (1) If a foreign corporation seeks to be continued into British Columbia as a company, whether or not the foreign corporation is registered as an extraprovincial company,

(a) the foreign corporation must file with the registrar a continuation application,

(b) the foreign corporation must provide to the registrar the records and information the registrar may require, including, without limitation, any proof required by the registrar regarding the standing of the foreign corporation in the foreign corporation's jurisdiction, and must file with the registrar any records the registrar may require, including, without limitation, an authorization for the continuation from the foreign corporation's jurisdiction, and

(c) one or more of the directors of the foreign corporation must sign the articles that the foreign corporation will have once it is continued into British Columbia as a company, which articles must comply with section 12 (1) and (2).

(2) A continuation application under subsection (1) (a) of this section must

(a) be in the form established by the registrar,

(b) set out

(i) the name reserved for the continued company under section 22, and the reservation number given for it, or

(ii) if a name is not reserved, a statement that the name by which the continued company is to be recognized is the name created by adding "B.C. Ltd." after the incorporation number of the company, and

(c) contain a notice of articles that reflects the information that will apply to the continued company on its recognition.

(3) A foreign corporation seeking to be continued into British Columbia as a company may, by one or both of the articles referred to in subsection (1) (c) of this section and the notice of articles referred to in subsection (2) (c), effect any amendment to its charter if the amendment is an amendment that a company may make to its charter under this Act.

Continuation

303 (1) A foreign corporation is continued into British Columbia as a company

(a) on the date and time that the continuation application referred to in section 302 (1) (a) is filed with the registrar, or

(b) subject to sections 304 and 410, if the continuation application specifies a date, or a date and time, on which the continuation is to take effect that is later than the date and time on which the continuation application is filed with the registrar,

(i) on the specified date and time, or

(ii) if no time is specified, at the beginning of the specified date.

(2) After a foreign corporation is continued into British Columbia as a company, the registrar must

(a) issue a certificate of continuation showing the name of the continued company and the date and time on which it was continued into British Columbia as a company,

(b) furnish to the company

(i) the certificate of continuation, and

(ii) a certified copy of the continuation application and a certified copy of the continued company's notice of articles, and

(c) publish in the prescribed manner a notice of the continuation.

Withdrawal of continuation application

304 At any time after a continuation application is filed with the registrar under section 302 (1) (a) and before a foreign corporation is continued into British Columbia as a company, the foreign corporation or any other person who appears to the registrar to be an appropriate person to do so may withdraw the continuation application by filing with the registrar a notice of withdrawal in the form established by the registrar identifying the continuation application.

Effect of continuation

305 (1) At the time that a foreign corporation is continued into British Columbia as a company under this Division,

(a) this Act applies to the continued company to the same extent as if the company had been incorporated under this Act,

(a.1) the continued company has, as its notice of articles, the notice of articles contained in the continuation application,

(b) the property, rights and interests of the foreign corporation continue to be the property, rights and interests of the company,

(c) the company continues to be liable for the obligations of the foreign corporation,

(d) an existing cause of action, claim or liability to prosecution is unaffected,

(e) a legal proceeding being prosecuted or pending by or against the foreign corporation may be prosecuted or its prosecution may be continued, as the case may be, by or against the company, and

(f) a conviction against, or a ruling, order or judgment in favour of or against, the foreign corporation may be enforced by or against the company.

(2) Whether or not the requirements precedent and incidental to continuation have been complied with, a notation in the corporate register that a foreign corporation has been continued into British Columbia as a company is conclusive evidence for the purposes of this Act and for all other purposes that the foreign corporation has been duly continued into British Columbia as a company on the date and time shown in the corporate register.

Rights preserved

306 (1) In this section, "share" includes a warrant, fractional share or evidence of an interest in or a right to acquire an interest in a foreign corporation being continued into British Columbia as a company.

(2) If a foreign corporation continued into British Columbia as a company under this Division issued a share before the foreign corporation was so continued, the share is deemed to have been issued in compliance with this Act and with the provisions of the articles applicable to the continued company under section 307,

(a) whether or not the share is fully paid, and

(b) despite any special rights or restrictions attached to the share.

(3) Continuation of a foreign corporation into British Columbia as a company under this Division does not deprive a person holding an issued share of the foreign corporation of any right or special rights or restrictions that that person claims under, or relieve the person from any liability in respect of, that share.

Articles for a continued company

307 When a foreign corporation is continued into British Columbia as a company, the continued company has, as its articles,

(a) if one or more of the directors of the foreign corporation have signed articles for the continued company in accordance with section 302 (1) (c), those articles, or

(b) in any other case, Table 1.

Application for continuation out of British Columbia

308 (1) Subject to section 310, a company may, if it is authorized by the shareholders and by the registrar in accordance with this section, make an application to the appropriate official or public body of another jurisdiction requesting that the company be continued into that other jurisdiction as if the company had been incorporated under the laws of that other jurisdiction.

(2) A company is authorized by the shareholders to apply for continuation into a jurisdiction other than British Columbia when the shareholders authorize the continuation by a special resolution.

(3) Section 61 does not apply to a continuation under this section.

(4) A company seeking, under subsection (1) of this section, to be continued into a foreign jurisdiction must, before applying to that foreign jurisdiction for continuation into that jurisdiction, apply to the registrar for an authorization under subsection (5).

(5) The registrar must authorize the company to continue into the foreign jurisdiction if the registrar is satisfied that the company has filed with the registrar all of the records that the company is required to file with the registrar under this Act.

(6) The authorization given by the registrar under subsection (5) of this section expires 6 months after the date on which that authorization was given.

Shareholders may dissent

309 Any shareholder of a company may send a notice of dissent, under Division 2 of Part 8, in respect of a resolution under section 308 (2) to authorize the continuation of the company into a jurisdiction other than British Columbia, to the company or, if the continuation has taken effect, to the continued corporation.

When continuation out of British Columbia prohibited

310 A company must not apply to be continued into another jurisdiction unless the laws of that other jurisdiction provide that, after continuation,

(a) the property, rights and interests of the company continue to be the property, rights and interests of the continued corporation,

(b) the continued corporation continues to be liable for the obligations of the company,

(c) an existing cause of action, claim or liability to prosecution is unaffected,

(d) a legal proceeding being prosecuted or pending by or against the company may be prosecuted or its prosecution may be continued, as the case may be, by or against the continued corporation, and

(e) a conviction against, or a ruling, order or judgment in favour of or against, the company may be enforced by or against the continued corporation.

After continuation

311 (1) Promptly after the date on which a company is continued into another jurisdiction, the continued corporation must file with the registrar a copy of any record issued to it by the other jurisdiction to effect or confirm the continuation.

(2) After a record referred to in subsection (1) is filed, the registrar must publish in the prescribed manner a notice that the company in respect of which the record was filed has been continued into that other jurisdiction.

(3) The company ceases to be a company within the meaning of this Act when the company is continued into the other jurisdiction.

 

[ Act Contents | 1 | 2 | 3 | 4 | 5 | 6 | 7 | 8 | 9 | 10 | 11 | 12 | 13 | 14 | Schedule ]


Copyright © 2004: Queen’s Printer, Victoria, British Columbia, Canada