Private Investment Holding Companies Act

Short title

1 This Act may be cited as the Private Investment Holding Companies Act. R.S., c. 357, s. 1.

"investment holding company" defined

2 In this Act, "investment holding company" means a company incorporated under the Companies Act whose objects, as set forth in its memorandum of association, are solely as follows:

(a) to hold by way of investment any real or personal property whatsoever;

(b) for purposes incidental to such holding, to purchase or otherwise acquire and to sell or otherwise dispose of any such real or personal property;

(c) for purposes incidental to such holding or purchase or sale, to draw, make, accept, endorse, discount, execute and issue promissory notes, bills of exchange, bills of lading, warrants and other negotiable or transferable instruments;

(d) with the sanction of a special resolution, to guarantee the obligations of any shareholder and, as security for such guarantee, to mortgage, pledge, hypothecate or otherwise charge the whole or any part of its property;

(e) to do all such other acts or things as are incidental or conducive to or consequential upon the attainment of the above objects. R.S., c. 357, s. 2.

3 repealed 1990, c. 15, s. 82.

Annual statement

4 Every investment holding company shall, within thirty days after the annual meeting of the company, send to the Registrar of Joint Stock Companies and to the Registrar under the Securities Act a statement, duly verified by the oaths of its president and secretary, of its shareholders and of any change or changes in its shareholders since the last annual meeting. R.S., c. 357, s. 4.

Exemption from certain fees

5 The fees

(a) payable to the Minister of Finance under the Corporations Tax Act;

(b) payable to the Registrar under the Corporations Registration Act; and

(c) prescribed by Table B and Table C in the First Schedule to the Companies Act,

are not payable in respect of any company to which this Act applies. R.S., c. 357, s. 5; 1993, c. 36, s. 1.

Act does not apply upon non-compliance

6 (1) If any investment holding company does or carries on any business not authorized by its memorandum of association, or if any investment holding company neglects or refuses to comply with any of the provisions of this Act, the Minister of Finance may order that Section 5 of this Act shall no longer apply to the company and file such order with the Registrar of Joint Stock Companies, and upon such filing this Act no longer applies to the company.

Act does not apply upon resolution of shareholders

(2) The application of this Act to any company and the status of such company as an investment holding company may be terminated by the shareholders of the company passing a special resolution to the effect that this Act shall no longer apply to the company and the company paying to the Registrar of Joint Stock Companies a fee equal to the incorporation fee payable by a company with the same authorized capital which is incorporated under the Companies Act and which is not an investment holding company.

Certificate as evidence

(3) A certificate of the Registrar of Joint Stock Companies that this Act does not apply to a company is admissible in evidence for all purposes as prima facie proof of the matters certified without proof of the Registrars seal and signature. R.S., c. 357, s. 6.

Registration fee

7 (1) There shall be paid to the Registrar of Joint Stock Companies for the registration of an investment holding company pursuant to the Companies Act a fee in the amount determined by the Governor in Council.

Time for payment of fee

(2) Every investment holding company shall, in each year in the month in which the anniversary of its incorporation occurs, pay to the Registrar of Joint Stock Companies an annual registration fee in the amount determined by the Governor in Council.

Other fees

(3) There shall be paid to the Registrar of Joint Stock Companies for other services by the Registrar such fees, and in such amounts, as determined by the Governor in Council.

Regulations Act

(4) The exercise by the Governor in Council of the authority contained in this Section shall be regulations within the meaning of the Regulations Act. 1993, c. 36, s. 2.

8 repealed 1993, c. 36, s. 2.

Schedule repealed 1993, c. 36, s. 2.