BILL NO. 192

(as introduced)

1st Session, 60th General Assembly
Nova Scotia
56 Elizabeth II, 2007



Government Bill



Companies Act
(amended)



The Honourable Jamie Muir
Minister of Service Nova Scotia and Municipal Relations



First Reading: April 12, 2007

(Explanatory Notes)

Second Reading:

Third Reading:

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Explanatory Notes

Clause 1 amends the definition Section of the Act.

Clause 2 provides a tax for a company that continues or converts into an unlimited company.

Clause 3 removes the requirement to state the maximum number of shares without nominal or par value in the memorandum of association of a company.

Clause 4 makes a change that is necessary as a result of the change made in Clause 3.

Clause 5 provides that the memorandum of association may set out any provisions permitted by the Companies Act or by law to be set out in the articles of the company.

Clause 6 makes a wording change in Section 14 of the Act.

Clause 7 removes the Governor in Council approval requirement with respect to the name of a company while maintaining a restriction on the ability of a company to suggest in its name that it is affiliated with Her Majesty in right of the Province.

Clauses 8 and 9 remove the requirement for court approval of the alteration of the memorandum of a company.

Clause 10 makes a change that is necessary as a result of the change made in Clauses 3 and 4.

Clause 11 makes a change that is necessary as a result of the changes made in Clauses 8 and 9.

Clause 12 makes a change that is necessary as a result of the changes made in Clause 8.

Clause 13 makes a wording change in Section 34 of the Act.

Clause 14

(a) permits the register of members to be kept at a location other than the registered office of the company;

(b) changes the process for persons refused a request to inspect the register of members; and

(c) removes the requirement to obtain leave of the Attorney General to make an application.

Clauses 15 to 18 make housekeeping changes in the Act.

Clause 19 repeals Sections 52 to 56 of the Act.

Clause 20 adds new provisions dealing with the reduction of share capital.

Clauses 21 to 24 make further housekeeping changes in the Act.

Clauses 25 and 26 make certain housekeeping changes in the Act.

Clauses 27 and 28 reduce the majority required to pass a special resolution and remove the requirement for a confirmatory meeting.

Clauses 29 and 30 allow for flexibility of location of the register of a company.

Clauses 31 and 32 make certain housekeeping changes in the Act.

Clause 33 permits a company to give financial assistance to any person for any purpose.

Clauses 34 and 35 permit a company to use United States accounting principles when it has securities registered in the United States.

Clause 36 modernizes language with respect to companies continuing in the Province and permits a company to continue in the Province as an unlimited company if all shareholders agree.

Clause 37 amends the amalgamation procedure in the Act.

Clause 38 provides protection to shareholders of a company that becomes unlimited in liability.

Clause 39 removes the requirement of court approval for restoring a company that was struck off the register.

Clause 40 amends the Third Schedule to the Companies Act.

Clause 41 provides that the Act comes into force on proclamation.

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An Act to Amend Chapter 81
of the Revised Statutes, 1989,
the Companies Act

Be it enacted by the Governor and Assembly as follows:

1 (1) Subsection 2(1) of Chapter 81 of the Revised Statutes, 1989, the Companies Act, as amended by Chapter 15 of the Acts of 1990, is further amended by

(a) adding immediately after clause (aa) the following clause:

(b) relettering clause (ba) as (bb) and adding immediately preceding clause (bb) the following clause:

(c) adding "or continued" immediately after "registered" in the second line of clause (c);

(d) striking out clause (d) and substituting the following clause:

(e) adding "Trust and" immediately after "the" in the third line of clause (j);

(f) adding immediately after clause (nb) the following clause:

and

(g) adding immediately after clause (o) the following clause:

(2) Subsections 2(2) to (4) of Chapter 81, as enacted by Chapter 15 of the Acts of 1990, are amended by

(a) striking out "company" wherever it appears in those subsections and substituting in each case "body corporate"; and

(b) striking out "companies" wherever it appears in those subsections and substituting in each case "bodies corporate".

(3) Section 2 of Chapter 81, as amended by Chapter 15 of the Acts of 1990, is further amended by adding immediately after subsection (4) the following subsection:

2 Section 5 of Chapter 81, as amended by Chapter 5 of the Acts of 2002 and Chapter 3 of the Acts of 2004, is further amended by adding immediately after subsection (3) the following subsections:

3 Clause 10(a) of Chapter 81, as amended by Chapter 8 of the Acts of 1998, is further amended by

(a) striking out "Ltd" in the third line of subclause (i) and substituting "Ltd."; and

(b) striking out subclauses (iv) to (vi) and substituting the following subclause:

4 Section 11 of Chapter 81, as amended by Chapter 8 of the Acts of 1998, is further amended by

(a) striking out "Ltd" in the third line of subclause (a)(i) and substituting "Ltd."; and

(b) striking out subclause (b)(i) and substituting the following subclause:

5 Chapter 81 is further amended by adding immediately after Section 12 the following Section:

6 Section 14 of Chapter 81 is amended by striking out "conditions" in the first line and substituting "provisions".

7 Clause 16(1)(b) of Chapter 81 is amended by striking out "without the consent of the Governor in Council, which contains the words "Royal" or "Imperial" or" in the first, second and third lines.

8 (1) Subsections 19(1) to (4) of Chapter 81 are repealed and the following subsections substituted:

(2) Subsections 19(5) to (7) of Chapter 81 are repealed and the following subsections substituted:

(3) Section 19 of Chapter 81 is further amended by adding immediately after subsection (10) the following subsections:

9 Chapter 81 is further amended by adding immediately after Section 19 the following Sections:

10 Subsections 20(3) and (4) of Chapter 81 are repealed and the following subsection substituted:

11 (1) Subsection 26(3) of Chapter 81 is amended by

(a) striking out "(j)" in the fourth line and substituting "(c)"; and

(b) striking out "(4)" in the fifth line and substituting "(2)".

(2) Subsection 26(7) of Chapter 81 is amended by

(a) striking out "(j)" in the fourth line and substituting "(c)"; and

(b) striking out "(4)" in the fifth line and substituting "(2)".

(3) Subsection 26(9) of Chapter 81 is amended by striking out "confirmed by the court upon petition" in the last two lines and substituting "filed with the Registrar".

(4) Subsection 26(10) of Chapter 81 is repealed.

(5) Subsection 26(17) of Chapter 81 is repealed and the following subsections substituted:

12 Subsection 27(1) of Chapter 81 is amended by adding ", but subject to subclause (xii) of clause (a) of subsection (1) of Section 19" immediately after "company" in the second line.

13 Section 34 of Chapter 81 is amended by striking out "certificate," in the first line and substituting "certificate, signed in accordance with the articles, whether or not".

14 (1) Subsections 43(1) to (3) of Chapter 81 are repealed and the following subsections substituted:

(2) Subsection 43(5) of Chapter 81 is repealed and the following subsections substituted:

15 (1) Subsection 46(1) of Chapter 81 is amended by adding "or by the directors" immediately after "articles" in the second line.

(2) Subsection 46(5) of Chapter 81 is amended by

(a) striking out "its registered office" in the first and second line and substituting "the location of its principal register"; and

(b) striking out "its registered office" in the fourth line and substituting "that location".

(3) Subsection 46(7) of Chapter 81 is amended by striking out "registered office of the company" in the last line and substituting "location of the principal register".

(4) Section 46 of Chapter 81 is further amended by adding immediately after subsection (9) the following subsection:

16 (1) Subsection 49(1) of Chapter 81 is amended by adding "limited by shares" immediately after "company" in the first line.

(2) Subsection 49(2) of Chapter 81 is amended by striking out "memorandum" in the second line and substituting "statement".

17 Subsection 50(4) of Chapter 81, as amended by Chapter 15 of the Acts of 1990, is further amended by striking out "condition" in the first line and substituting "provision".

18 (1) Subsections 51(1) to (3) of Chapter 81 are repealed.

(2) Subsection 51(5) of Chapter 81 is amended by adding "limited by shares or by guarantee" immediately after "company" in the second line.

(3) Subsection 51(6) of Chapter 81 is amended by adding "limited by shares or by guarantee" immediately after "company" in the first line.

(4) Subsection 51(7) of Chapter 81 is amended by adding "limited by shares or by guarantee" immediately after "company" in the second line.

(5) Subsection 51(8) of Chapter 81 is amended by adding "limited by shares or by guarantee" immediately after "company" in the first line.

(6) Subsection 51(9) of Chapter 81 is amended by adding "limited by shares or by guarantee" immediately after "company" in the second line.

(7) Subsection 51(10) of Chapter 81 is amended by adding "limited by shares or by guarantee" immediately after "company" in the first line.

(8) Subsection 51(11) of Chapter 81, as enacted by Chapter 15 of the Acts of 1990, is amended by adding "pursuant to this Section" immediately after "it" in the third line.

(9) Subsection 51(12) of Chapter 81 is amended by

(a) adding ", in the case of a company limited by shares or by guarantee" immediately after "and" the second time it appears in the third line; and

(b) striking out ", and Sections 57 to 67 do not apply in respect thereof" in the fourth and fifth lines.

(10) Subsection 51(14) of Chapter 81, as amended by Chapter 15 of the Acts of 1990, is further amended by adding "limited by shares or by guarantee" immediately after "company" in the second line.

(11) Subsection 51(15) of Chapter 81 is amended by adding ", but subsection (13) applies" immediately after "capital" in the fourth line.

19 Sections 52 to 56 of Chapter 81 are repealed.

20 Sections 57 and 58 of Chapter 81 are repealed and the following Sections substituted:

21 (1) Subsection 59(1) of Chapter 81 is amended by

(a) striking out "share" in the first line and substituting "the paid-up";

(b) striking out "share" in the third line; and

(c) striking out "share" in the fourth line.

(2) Subsection 59(2) of Chapter 81 is amended by

(a) striking out "share" in the first line and substituting "the paid-up"; and

(b) striking out "share" in the third and in the fourth lines.

22 (1) Subsection 61(1) of Chapter 81 is amended by

(a) striking out "share" in the third line and substituting "the paid-up"; and

(b) adding ", in the case of a reduction of the paid-up capital of shares with a nominal or par value," immediately after "and" in the fourth line.

(2) Subsection 61(2) of Chapter 81 is amended by striking out "share" in the second line and substituting "the paid-up".

(3) Subsection 61(4) of Chapter 81 is amended by

(a) striking out "share" in the fourth line and substituting "the paid-up"; and

(b) adding ", in the case of a reduction of the paid-up capital of shares with a nominal or par value," immediately after "and" in the fifth line.

23 Section 64 of Chapter 81 is repealed.

24 Chapter 81 is further amended by adding immediately after Section 67 the following Section:

25 Subsection 80(5) of Chapter 81 is amended by striking out "Ltd" in the sixth line and substituting "Ltd.".

26 Section 86 of Chapter 81 is amended by striking out "corporation" wherever it appears in the Section and substituting in each case "body corporate".

27 (1) Subsections 87(1) and (2) of Chapter 81 are repealed and the following subsections substituted:

(2) Subsection 87(3) of Chapter 81 is amended by striking out "or confirmed" in the second line.

(3) Subsection 87(4) of Chapter 81 is amended by striking out "or confirmed" in the second line.

28 (1) Subsection 88(1) of Chapter 81 is amended by striking out "confirmation thereof or, where confirmation is not necessary, from the" in the second and third lines.

(2) Subsection 88(2) of Chapter 81 is amended by striking out "after the confirmation or, where confirmation is not necessary," in the fourth and fifth lines.

29 (1) Subsection 89(2) of Chapter 81 is amended by adding "or secretary" immediately after "chairman" in the second and in the third lines.

(2) Subsection 89(5) of Chapter 81 is repealed and the following subsection substituted:

30 (1) Subsection 90(1) of Chapter 81 is repealed and the following subsections substituted:

(2) Subsection 90(2) of Chapter 81 is amended by striking out "ten cents for every hundred words" in the fourth and fifth lines and substituting "one dollar for every page or part of a page required to be copied".

(3) Subsections 90(3) and (4) are repealed and the following subsections substituted:

31 Subsection 91(1) of Chapter 81 is amended by adding "of the directors or a committee of directors" immediately after "meeting" in the third and in the fourth lines.

32 Subsection 92(2) of Chapter 81 is amended by striking out "shareholders" in the third line and substituting "general meetings".

33 Subsections 110(5) and (6) of Chapter 81 are repealed and the following subsections substituted:

34 Section 119B of Chapter 81, as enacted by Chapter 15 of the Acts of 1990, is amended by adding immediately after subsection (2) the following subsection:

35 Section 122 of Chapter 81 is amended by adding immediately after subsection (1) the following subsection:

36 (1) Subsection 133(1) of Chapter 81 is repealed and the following subsections substituted:

(2) Subsection 133(3) of Chapter 81 is amended by adding "and any provision of this Act that applies only to companies incorporated or registered after a certain date applies to the company as if the company had been incorporated or registered on the date of continuance" immediately after "Act" in the fourth line.

(3) Subsection 133(4) of Chapter 81 is amended by

(a) striking out "articles of continuance" in the second and third lines of clause (a) and substituting "constating documents";

(b) striking out "company" in the third line of clause (a) and substituting "body corporate";

(c) striking out clause (b) and substituting the following clause:

(d) striking out "company" in the first line of clause (c) and substituting "body corporate";

(e) striking out "shareholders" in the first and second lines of clause (k) and substituting "members";

(f) adding "or members" immediately after "shareholders" in the first line of clause (l); and

(g) striking out "company" in the second and in the fifth lines of clause (m) and substituting in each case "body corporate".

(4) Subsection 133(5) of Chapter 81 is amended by

(a) striking out "of the shareholders" in the second line; and

(b) striking out "shareholders" in the fifth line and substituting "members".

37 (1) Subsection 134(3) of Chapter 81 is amended by

(a) striking out clauses (b) and (c) and substituting the following clause:

(b) the maximum number, if any limit is to be provided, of shares of each class without nominal or par value, and the amount of shares of each class of shares having a nominal or par value, that the amalgamated company is authorized to issue;

(b) striking out ", occupations and places of residence" in the first and second lines of clause (e) and substituting "and addresses";

(c) striking out "date when" in the first line of clause (f) and substituting "manner by which"; and

(d) striking out clauses (g) and (h) and substituting the following clauses:

(2) Subsection 134(4) of Chapter 81 is repealed and the following subsection substituted:

(3) Subsection 134(9) of Chapter 81 is amended by

(a) adding ", copies, certified as required by this Act, of the special resolution or directors' resolutions of each of the amalgamating companies approving the amalgamation" immediately after "agreement" in the first line; and

(b) striking out "shall" in the second line and substituting "may".

(4) Subsection 134(10) of Chapter 81 is amended by adding "the resolutions and" immediately after "and" in the second line.

(5) Section 134 of Chapter 81 is further amended by adding immediately after subsection (10) the following subsections:

(6) Subsection 134(11) of Chapter 81 is amended by adding "and, if the amalgamation agreement specifies a time, the time so specified" immediately after "amalgamation" in the second line.

(7) Subsection 134(12) of Chapter 81 is amended by

(a) striking out "its registered office, capital" in the sixth line and substituting "the authorized capital, limitations on liability of its members";

(b) adding "and other provisions stated therein to become part of the memorandum" immediately after "powers" in the seventh line; and

(c) striking out "of association" in the eighth line.

(8) Subsection 134(13) of Chapter 81 is repealed and the following subsection substituted:

(9) Subsection 134(14) of Chapter 81 is amended by striking out "at a general meeting thereof called for the purpose may, if approved by three fourths of the votes cast thereat" in the fifth, sixth and seventh lines and substituting "may, by resolution,".

(10) Subsection 134(15) of Chapter 81 is amended by striking out "each secretary" in the first line of clause (a) and "the secretary" in the first line of clause (b) and substituting in each case "an officer or director".

(11) Subsection 134(16) of Chapter 81 is amended by striking out "Where" in the first line and substituting "In the case of an amalgamated company limited by shares, where".

(12) Subsection 134(17) of Chapter 81 is amended by adding "to a company limited by shares" immediately after "apply" in the sixth line.

(13) Subsection 134(19) of Chapter 81 is repealed.

(14) Section 134 of Chapter 81 is further amended by adding immediately after subsection (22) the following subsections:

38 Section 135 of Chapter 81 is amended by adding immediately after clause (e) the following clause:

39 Subsections 136(4) and (4A) of Chapter 81 are repealed and the following subsections substituted:

40 The Third Schedule to Chapter 81 is amended by

(a) striking out "or a creditor of the company" in the third and fourth lines of paragraph 6; and

(b) adding immediately after subclause (b)(ii) in subparagraph 7(5) the following subclause:

41 This Act comes into force on such day as the Governor in Council orders and declares by proclamation.

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