S-31.1, r. 1 - Regulation to enact transitional measures for the carrying out of the Business Corporations Act

Updated to 1 October 2024

This document has official status.

chapter S-31.1, r. 1

Regulation to enact transitional measures for the carrying out of the Business Corporations Act

Business Corporations Act

(chapter S-31.1, s. 727).

1. In the articles or by-laws or in the unanimous agreement of the shareholders of a company constituted, continued or resulting from an amalgamation under Part IA of the Companies Act (chapter C-38), a reference to a provision of that Act must be interpreted as a reference to the corresponding provision of the Business Corporations Act (chapter S-31.1).

O.C. 21-2011, s. 1.

2. The by-laws made under section 91 of the Companies Act (chapter C-38), except the by-laws made under paragraph d of subsection 2 of that section, and the by-laws referred to in section 726 of the Business Corporations Act (chapter S-31.1), constitute the internal by-laws of a business corporation, until those by-laws are amended, revoked or replaced.

O.C. 21-2011, s. 2.

3. A company constituted, continued or resulting from an amalgamation under Part I of the Companies Act (chapter C-38) may not, at the time of its continuance under section 715 of the Business Corporations Act (chapter S-31.1), make any amendment that affects the rights, conditions, privileges or restrictions attaching to issued shares without obtaining the consent of at least two-thirds of all the shareholders whose rights are affected by the amendment, whether or not they are eligible to vote.

The first paragraph does not apply in the case of an increase of the share capital or the number of shares of the company.

Where an insurance company within the meaning of the Act respecting insurance (chapter A-32) or a trust company or a savings company within the meaning of the Act respecting trust companies and savings companies (chapter S-29.01), to which Part I of the Companies Act applies, makes amendments to its constituting act at the time of its continuance under section 715 of the Business Corporations Act, section 35.2 of the Act respecting insurance and sections 18 and 19 of the Act respecting trusts companies and savings companies apply, as the case may be and with the necessary modifications.

O.C. 21-2011, s. 3; O.C. 1114-2011, s. 1.

4. (Omitted).

O.C. 21-2011, s. 4.

REFERENCES

O.C. 21-2011, 2011 G.O. 2, 527

O.C. 1114-2011, 2011 G.O. 2, 3207