C-38 - Companies Act

Section 123.129 Disposition versions

1999-10-22

123.129. A company and a subsidiary of which it holds all the shares may amalgamate without conforming to Division II, if their board of directors adopts a resolution providing that

(1)  the shares of the subsidiary will be cancelled without reimbursement of the capital represented by these shares;

(2)  the articles of amalgamation will be identical to the constituting act of the parent company, taking account, however, of this Part and the regulations of the Government;

(3)  the company resulting from the amalgamation will not issue shares or other titles of indebtedness at the time of amalgamation;

(4)  the directors of the company resulting from the amalgamation will be those of the parent company and its by-laws will be those of the parent company or those prescribed by the board of directors of the parent company; the by-laws so prescribed are, however, subject to the provisions of subsection 3 of section 91.

1980, c. 28, s. 14; 1987, c. 5, s. 9; 1999, c. 40, s. 70.

1987-03-23

123.129. A company and a subsidiary of which it holds all the shares may amalgamate without conforming to Division II, if their board of directors adopts a resolution providing that

(1)  the shares of the subsidiary will be cancelled without reimbursement of the capital represented by these shares;

(2)  the articles of amalgamation will be identical to the deed of incorporation of the parent company, taking account, however, of this Part and the regulations of the Government;

(3)  the company resulting from the amalgamation will not issue shares or other titles of indebtedness at the time of amalgamation;

(4)  the directors of the company resulting from the amalgamation will be those of the parent company and its by-laws will be those of the parent company or those prescribed by the board of directors of the parent company; the by-laws so prescribed are, however, subject to the provisions of subsection 3 of section 91.

1980, c. 28, s. 14; 1987, c. 5, s. 9.

1981-02-16

123.129. A company and a subsidiary of which it holds all the shares may, if their shares are without par value, amalgamate without conforming to Division II, if their board of directors adopts a resolution providing that

(1)  the shares of the subsidiary will be cancelled without reimbursement of the capital represented by these shares;

(2)  the articles of amalgamation will be identical to the deed of incorporation of the parent company, taking account, however, of this Part and the regulations of the Government;

(3)  the company resulting from the amalgamation will not issue shares or other titles of indebtedness at the time of amalgamation;

(4)  the directors of the company resulting from the amalgamation will be those designated by the parent company and the general by-laws of the company resulting from the amalgamation will be those of the parent company or those that it proposes.

1980, c. 28, s. 14.