C-38 - Companies Act

Section 146 Disposition versions

2009-01-01

146. (1)  The directors of a company may make a by-law for the issuing of shares carrying preferred or special rights, conditions or limitations, or for the conversion of shares of any class into shares of another class.

(2)  Such by-law may provide for shares of more than one class and for the preferred or special rights, conditions or limitations attaching to each class of shares, including:

(a)  a limitation of the right of the holders thereof to specific dividends, profits or repayments, or

(b)  provision that the holders of such shares shall have the right to elect a stated number of directors, or that they shall have greater or less control of the affairs of the company than the holders of shares of another class, or

(c)  provisions limiting or extending the rights of the holders of such shares in any other way not contrary to law, or

(d)  provision for the purchase or redemption of such shares by the company.

(3)  Such by-law may authorize the issue of one or more series of shares of the same class, and authorize the directors to determine from time to time, before issue, the description, rights, conditions and limitations attaching to the shares of each series of such class.

(4)  Each share of any series of the same class shall carry the same right to vote or the same conditions and limitations respecting the right to vote.

(5)  When amounts payable as dividends, repayment of capital or premium on the repayment of capital are not paid in full, the shares of all series of the same class shall participate in the amount payable proportionately to the sums which would be payable on a payment in full.

(6)  The conversion of shares must not increase or decrease the amount paid up on the company’s issued shares.

(7)  No shares shall be converted without the consent of the holders thereof, except in conformity with conditions attaching thereto or on a compromise under section 147.

(8)  Any by-law made under subsection 2 shall be subject to sections 155, 156 and 157.

(9)  Any resolution passed under subsection 3 shall be subject to sections 156 and 157 in the same manner as a by-law but shall not be subject to approval by the shareholders.

(10)  Holders of shares entitled to preferred or special rights, conditions or limitations shall be shareholders and shall in all respects possess all the rights and be subject to all the obligations of shareholders within the meaning of this Part, subject however to the provisions of the company’s charter or by-laws.

(11)  The privileges or preference granted to shareholders shall not affect the rights of the company’s creditors.

(12)  The whole text of the preferred or special rights, conditions and limitations attaching to shares issued under this section shall be a part of every certificate for such shares, unless a summary is inscribed thereon with a statement that the text thereof will be furnished free of cost on demand.

(13)  The purchase or redemption of shares by a company in the exercise of a right attaching thereto shall not be considered to reduce its capital stock if the price is paid out of the proceeds of an issue of shares made by it for such purpose, or out of its surplus available for the payment of dividends provided, in the latter case, that no cumulative dividend is in arrears on any shares not purchased or redeemed and that an amount equal to the portion of the price representing repayment of paid-up capital shall constitute a special surplus not available for distribution before the shares concerned are cancelled in accordance with section 13 of the Act respecting the special powers of legal persons (chapter P-16). Likewise, the purchase or redemption of shares by a company that is compelled to do so under the Act respecting the transfer of securities and the establishment of security entitlements (chapter T-11.002) shall not be considered to reduce its capital stock.

R. S. 1964, c. 271, s. 142; 1999, c. 40, s. 70; 2008, c. 20, s. 162.

1999-10-22

146. (1)  The directors of a company may make a by-law for the issuing of shares carrying preferred or special rights, conditions or limitations, or for the conversion of shares of any class into shares of another class.

(2)  Such by-law may provide for shares of more than one class and for the preferred or special rights, conditions or limitations attaching to each class of shares, including:

(a)  a limitation of the right of the holders thereof to specific dividends, profits or repayments, or

(b)  provision that the holders of such shares shall have the right to elect a stated number of directors, or that they shall have greater or less control of the affairs of the company than the holders of shares of another class, or

(c)  provisions limiting or extending the rights of the holders of such shares in any other way not contrary to law, or

(d)  provision for the purchase or redemption of such shares by the company.

(3)  Such by-law may authorize the issue of one or more series of shares of the same class, and authorize the directors to determine from time to time, before issue, the description, rights, conditions and limitations attaching to the shares of each series of such class.

(4)  Each share of any series of the same class shall carry the same right to vote or the same conditions and limitations respecting the right to vote.

(5)  When amounts payable as dividends, repayment of capital or premium on the repayment of capital are not paid in full, the shares of all series of the same class shall participate in the amount payable proportionately to the sums which would be payable on a payment in full.

(6)  The conversion of shares must not increase or decrease the amount paid up on the company’s issued shares.

(7)  No shares shall be converted without the consent of the holders thereof, except in conformity with conditions attaching thereto or on a compromise under section 147.

(8)  Any by-law made under subsection 2 shall be subject to sections 155, 156 and 157.

(9)  Any resolution passed under subsection 3 shall be subject to sections 156 and 157 in the same manner as a by-law but shall not be subject to approval by the shareholders.

(10)  Holders of shares entitled to preferred or special rights, conditions or limitations shall be shareholders and shall in all respects possess all the rights and be subject to all the obligations of shareholders within the meaning of this Part, subject however to the provisions of the company’s charter or by-laws.

(11)  The privileges or preference granted to shareholders shall not affect the rights of the company’s creditors.

(12)  The whole text of the preferred or special rights, conditions and limitations attaching to shares issued under this section shall be a part of every certificate for such shares, unless a summary is inscribed thereon with a statement that the text thereof will be furnished free of cost on demand.

(13)  The purchase or redemption of shares by a company in the exercise of a right attaching thereto shall not be considered to reduce its capital stock if the price is paid out of the proceeds of an issue of shares made by it for such purpose, or out of its surplus available for the payment of dividends provided, in the latter case, that no cumulative dividend is in arrears on any shares not purchased or redeemed and that an amount equal to the portion of the price representing repayment of paid-up capital shall constitute a special surplus not available for distribution before the shares concerned are cancelled in accordance with section 13 of the Act respecting the special powers of legal persons (chapter P-16).

R. S. 1964, c. 271, s. 142; 1999, c. 40, s. 70.

1999-04-01

146. (1)  The directors of a company may make a by-law for the issuing of shares carrying preferred or special rights, conditions or limitations, or for the conversion of shares of any class into shares of another class.

(2)  Such by-law may provide for shares of more than one class and for the preferred or special rights, conditions or limitations attaching to each class of shares, including:

(a)  a limitation of the right of the holders thereof to specific dividends, profits or repayments, or

(b)  provision that the holders of such shares shall have the right to elect a stated number of directors, or that they shall have greater or less control of the affairs of the company than the holders of shares of another class, or

(c)  provisions limiting or extending the rights of the holders of such shares in any other way not contrary to law, or

(d)  provision for the purchase or redemption of such shares by the company.

(3)  Such by-law may authorize the issue of one or more series of shares of the same class, and authorize the directors to determine from time to time, before issue, the description, rights, conditions and limitations attaching to the shares of each series of such class.

(4)  Each share of any series of the same class shall carry the same right to vote or the same conditions and limitations respecting the right to vote.

(5)  When amounts payable as dividends, repayment of capital or premium on the repayment of capital are not paid in full, the shares of all series of the same class shall participate in the amount payable proportionately to the sums which would be payable on a payment in full.

(6)  The conversion of shares must not increase or decrease the amount paid up on the company’s issued shares.

(7)  No shares shall be converted without the consent of the holders thereof, except in conformity with conditions attaching thereto or on a compromise under section 147.

(8)  Any by-law made under subsection 2 shall be subject to sections 155, 156 and 157.

(9)  Any resolution passed under subsection 3 shall be subject to sections 156 and 157 in the same manner as a by-law but shall not be subject to approval by the shareholders.

(10)  Holders of shares entitled to preferred or special rights, conditions or limitations shall be shareholders and shall in all respects possess all the rights and be subject to all the obligations of shareholders within the meaning of this Part, subject however to the provisions of the company’s charter or by-laws.

(11)  The privileges or preference granted to shareholders shall not affect the rights of the company’s creditors.

(12)  The whole text of the preferred or special rights, conditions and limitations attaching to shares issued under this section shall be a part of every certificate for such shares, unless a summary is inscribed thereon with a statement that the text thereof will be furnished free of cost on demand.

(13)  The purchase or redemption of shares by a company in the exercise of a right attaching thereto shall not be deemed to reduce its capital stock if the price is paid out of the proceeds of an issue of shares made by it for such purpose, or out of its surplus available for the payment of dividends provided, in the latter case, that no cumulative dividend is in arrears on any shares not purchased or redeemed and that an amount equal to the portion of the price representing repayment of paid-up capital shall constitute a special surplus not available for distribution before the shares concerned are cancelled in accordance with section 13 of the Special Corporate Powers Act (chapter P-16).

R. S. 1964, c. 271, s. 142.