C-38 - Companies Act

Section 31 Disposition versions

2004-12-17

31. The company may acquire and hold movable and immovable property, may sell and alienate such property, both movable and immovable, and hypothecate the latter, and shall forthwith become and be vested with all property and rights, movable and immovable, held for it up to the date of the letters patent and with all the powers, privileges and immunities requisite or incidental to the carrying on of its undertaking.

Subject to the provisions of the preceding paragraph and without restricting their application, and saving express exclusion in the letters patent or supplementary letters patent, the company may:

(a)  acquire, lease, exchange and hold any movable or immovable property, rights or privileges and dispose of the same by sale or otherwise;

(b)  apply for, acquire, develop, use or transact with others for the development or use of any patents or patent rights, copyrights, trade-marks, formulae, licences, concessions and the like calculated to benefit the company or to further any of its objects;

(c)  make with any person or partnership carrying on or about to carry on any trade, industry or business capable of benefiting the company, any agreement for sharing of profits, or joint adventure, union of interests, reciprocal concession, mutual co-operation or other similar purposes;

(d)  make with any public authority arrangements calculated to facilitate the pursuit of the company’s objects, and carry out the same and exercise the rights and privileges and discharge the obligations resulting therefrom;

(e)  construct, possess, maintain, improve and use, on its properties or on those of which it has the enjoyment, any works capable of furthering its interests, and contribute to or assist in any way the construction, improvement and maintenance of such works;

(f)  make loans to any partnership or person having business dealings with the company, or to any legal person any shares or securities of which are held by the company, assist them to obtain funds and guarantee the performance of their obligations;

(g)  issue, endorse, accept and discount promissory notes, bills of exchange, warrants and other negotiable instruments;

(h)  sell or otherwise dispose of the undertaking of the company in whole or in part for such consideration as it may think fit, including shares, bonds and other securities of any other company having objects altogether or in part similar to those of the company;

(i)  pay, in cash or by the allotment of shares, bonds or other securities of the company or otherwise, for services rendered in respect of the formation and organization of the company and the sale, placing or guaranteeing of the placing of any shares, bonds or other securities of the company;

(j)  establish and maintain or aid in the establishment or maintenance of relief or superannuation funds for present or former employees of the company or its predecessors in business, or the relatives or dependents of such employees, grant pensions and allowances to them and pay insurance premiums for them, the whole subject to the approval of the Autorité des marchés financiers;

(k)  subscribe or guarantee funds for charitable, benevolent, educational or artistic purposes;

(l)  make known its products or activities by any legal mode of advertising which it may deem useful for its purposes, including the purchase and exhibition of works of art or of general interest, the publication of books and periodicals and advertising by radio and television and in newspapers, reviews and other publications;

(m)  invest the available funds of the company in any manner which it may consider to be in its interests;

(n)  take and hold hypothecs to secure payment of the price of sale of any portion of such property or to secure the payment of any debt due to the company, and dispose of such hypothecary rights by sale or otherwise;

(o)  carry on any activity and do anything incidental or accessory to the powers granted to the company by this section and its letters patent or connected with the attainment of its objects;

(p)  establish agencies and branches and exercise its powers under the law and its letters patent as principal, mandatary, agent or contractor, either alone or in partnership or in conjunction with any person or partnership;

(q)  distribute among its shareholders, in kind or otherwise, any property of the company, provided that such distribution is made for the purpose of enabling it to be dissolved or in circumstances where it would be lawful to make the same in cash.

Notwithstanding the preceding paragraph and its subparagraphs, any other lawful powers may be granted to a company by letters patent or supplementary letters patent.

Furthermore and subject to the specific provisions of this Part, the company shall be subject to the obligations and restrictions and shall possess the rights and privileges declared in the Civil Code with respect to legal persons.

R. S. 1964, c. 271, s. 29; 1982, c. 52, s. 123; 1992, c. 57, s. 510; 1993, c. 48, s. 254; 1999, c. 40, s. 70; 2002, c. 45, s. 276; 2004, c. 37, s. 90.

2004-02-01

31. The company may acquire and hold movable and immovable property, may sell and alienate such property, both movable and immovable, and hypothecate the latter, and shall forthwith become and be vested with all property and rights, movable and immovable, held for it up to the date of the letters patent and with all the powers, privileges and immunities requisite or incidental to the carrying on of its undertaking.

Subject to the provisions of the preceding paragraph and without restricting their application, and saving express exclusion in the letters patent or supplementary letters patent, the company may:

(a)  acquire, lease, exchange and hold any movable or immovable property, rights or privileges and dispose of the same by sale or otherwise;

(b)  apply for, acquire, develop, use or transact with others for the development or use of any patents or patent rights, copyrights, trade-marks, formulae, licenses, concessions and the like calculated to benefit the company or to further any of its objects;

(c)  make with any person or partnership carrying on or about to carry on any trade, industry or business capable of benefiting the company, any agreement for sharing of profits, or joint adventure, union of interests, reciprocal concession, mutual co-operation or other similar purposes;

(d)  make with any public authority arrangements calculated to facilitate the pursuit of the company’s objects, and carry out the same and exercise the rights and privileges and discharge the obligations resulting therefrom;

(e)  construct, possess, maintain, improve and use, on its properties or on those of which it has the enjoyment, any works capable of furthering its interests, and contribute to or assist in any way the construction, improvement and maintenance of such works;

(f)  make loans to any partnership or person having business dealings with the company, or to any legal person any shares or securities of which are held by the company, assist them to obtain funds and guarantee the performance of their obligations;

(g)  issue, endorse, accept and discount promissory notes, bills of exchange, warrants and other negotiable instruments;

(h)  sell or otherwise dispose of the undertaking of the company in whole or in part for such consideration as it may think fit, including shares, bonds and other securities of any other company having objects altogether or in part similar to those of the company;

(i)  pay, in cash or by the allotment of shares, bonds or other securities of the company or otherwise, for services rendered in respect of the formation and organization of the company and the sale, placing or guaranteeing of the placing of any shares, bonds or other securities of the company;

(j)  establish and maintain or aid in the establishment or maintenance of relief or superannuation funds for present or former employees of the company or its predecessors in business, or the relatives or dependents of such employees, grant pensions and allowances to them and pay insurance premiums for them, the whole subject to the approval of the Agence nationale d’encadrement du secteur financier;

(k)  subscribe or guarantee funds for charitable, benevolent, educational or artistic purposes;

(l)  make known its products or activities by any legal mode of advertising which it may deem useful for its purposes, including the purchase and exhibition of works of art or of general interest, the publication of books and periodicals and advertising by radio and television and in newspapers, reviews and other publications;

(m)  invest the available funds of the company in any manner which it may consider to be in its interests;

(n)  take and hold hypothecs to secure payment of the price of sale of any portion of such property or to secure the payment of any debt due to the company, and dispose of such hypothecary rights by sale or otherwise;

(o)  carry on any activity and do anything incidental or accessory to the powers granted to the company by this section and its letters patent or connected with the attainment of its objects;

(p)  establish agencies and branches and exercise its powers under the law and its letters patent as principal, mandatary, agent or contractor, either alone or in partnership or in conjunction with any person or partnership;

(q)  distribute among its shareholders, in kind or otherwise, any property of the company, provided that such distribution is made for the purpose of enabling it to be dissolved or in circumstances where it would be lawful to make the same in cash.

Notwithstanding the preceding paragraph and its subparagraphs, any other lawful powers may be granted to a company by letters patent or supplementary letters patent.

Furthermore and subject to the specific provisions of this Part, the company shall be subject to the obligations and restrictions and shall possess the rights and privileges declared in the Civil Code (Statutes of Québec, 1991, chapter 64) with respect to legal persons.

R. S. 1964, c. 271, s. 29; 1982, c. 52, s. 123; 1992, c. 57, s. 510; 1993, c. 48, s. 254; 1999, c. 40, s. 70; 2002, c. 45, s. 276.

1999-10-22

31. The company may acquire and hold movable and immovable property, may sell and alienate such property, both movable and immovable, and hypothecate the latter, and shall forthwith become and be vested with all property and rights, movable and immovable, held for it up to the date of the letters patent and with all the powers, privileges and immunities requisite or incidental to the carrying on of its undertaking.

Subject to the provisions of the preceding paragraph and without restricting their application, and saving express exclusion in the letters patent or supplementary letters patent, the company may:

(a)  acquire, lease, exchange and hold any movable or immovable property, rights or privileges and dispose of the same by sale or otherwise;

(b)  apply for, acquire, develop, use or transact with others for the development or use of any patents or patent rights, copyrights, trade-marks, formulae, licenses, concessions and the like calculated to benefit the company or to further any of its objects;

(c)  make with any person or partnership carrying on or about to carry on any trade, industry or business capable of benefiting the company, any agreement for sharing of profits, or joint adventure, union of interests, reciprocal concession, mutual co-operation or other similar purposes;

(d)  make with any public authority arrangements calculated to facilitate the pursuit of the company’s objects, and carry out the same and exercise the rights and privileges and discharge the obligations resulting therefrom;

(e)  construct, possess, maintain, improve and use, on its properties or on those of which it has the enjoyment, any works capable of furthering its interests, and contribute to or assist in any way the construction, improvement and maintenance of such works;

(f)  make loans to any partnership or person having business dealings with the company, or to any legal person any shares or securities of which are held by the company, assist them to obtain funds and guarantee the performance of their obligations;

(g)  issue, endorse, accept and discount promissory notes, bills of exchange, warrants and other negotiable instruments;

(h)  sell or otherwise dispose of the undertaking of the company in whole or in part for such consideration as it may think fit, including shares, bonds and other securities of any other company having objects altogether or in part similar to those of the company;

(i)  pay, in cash or by the allotment of shares, bonds or other securities of the company or otherwise, for services rendered in respect of the formation and organization of the company and the sale, placing or guaranteeing of the placing of any shares, bonds or other securities of the company;

(j)  establish and maintain or aid in the establishment or maintenance of relief or superannuation funds for present or former employees of the company or its predecessors in business, or the relatives or dependents of such employees, grant pensions and allowances to them and pay insurance premiums for them, the whole subject to the approval of the Inspector General;

(k)  subscribe or guarantee funds for charitable, benevolent, educational or artistic purposes;

(l)  make known its products or activities by any legal mode of advertising which it may deem useful for its purposes, including the purchase and exhibition of works of art or of general interest, the publication of books and periodicals and advertising by radio and television and in newspapers, reviews and other publications;

(m)  invest the available funds of the company in any manner which it may consider to be in its interests;

(n)  take and hold hypothecs to secure payment of the price of sale of any portion of such property or to secure the payment of any debt due to the company, and dispose of such hypothecary rights by sale or otherwise;

(o)  carry on any activity and do anything incidental or accessory to the powers granted to the company by this section and its letters patent or connected with the attainment of its objects;

(p)  establish agencies and branches and exercise its powers under the law and its letters patent as principal, mandatary, agent or contractor, either alone or in partnership or in conjunction with any person or partnership;

(q)  distribute among its shareholders, in kind or otherwise, any property of the company, provided that such distribution is made for the purpose of enabling it to be dissolved or in circumstances where it would be lawful to make the same in cash.

Notwithstanding the preceding paragraph and its subparagraphs, any other lawful powers may be granted to a company by letters patent or supplementary letters patent.

Furthermore and subject to the specific provisions of this Part, the company shall be subject to the obligations and restrictions and shall possess the rights and privileges declared in the Civil Code (Statutes of Québec, 1991, chapter 64) with respect to legal persons.

R. S. 1964, c. 271, s. 29; 1982, c. 52, s. 123; 1992, c. 57, s. 510; 1993, c. 48, s. 254; 1999, c. 40, s. 70.

1999-04-01

31. The company may acquire and hold movable and immovable property, may sell and alienate such property, both movable and immovable, and hypothecate the latter, and shall forthwith become and be vested with all property and rights, movable and immovable, held for it up to the date of the letters patent, under any trust created with a view to its incorporation, and with all the powers, privileges and immunities requisite or incidental to the carrying on of its undertaking.

Subject to the provisions of the preceding paragraph and without restricting their application, and saving express exclusion in the letters patent or supplementary letters patent, the company may:

(a)  acquire, lease, exchange and hold any movable or immovable property, rights or privileges and dispose of the same by sale or otherwise;

(b)  apply for, acquire, develop, use or transact with others for the development or use of any patents or patent rights, copyrights, trade-marks, formulae, licenses, concessions and the like calculated to benefit the company or to further any of its objects;

(c)  make with any person, society or corporation carrying on or about to carry on any trade, industry or business capable of benefiting the company, any agreement for sharing of profits, or joint adventure, union of interests, reciprocal concession, mutual co-operation or other similar purposes;

(d)  make with any public authority arrangements calculated to facilitate the pursuit of the company’s objects, and carry out the same and exercise the rights and privileges and discharge the obligations resulting therefrom;

(e)  construct, possess, maintain, improve and use, on its properties or on those of which it has the enjoyment, any works capable of furthering its interests, and contribute to or assist in any way the construction, improvement and maintenance of such works;

(f)  make loans to any corporation, society or person having business dealings with the company, or to any corporation any shares or securities of which are held by the company, assist them to obtain funds and guarantee the performance of their obligations;

(g)  issue, endorse, accept and discount promissory notes, bills of exchange, warrants and other negotiable instruments;

(h)  sell or otherwise dispose of the undertaking of the company in whole or in part for such consideration as it may think fit, including shares, bonds and other securities of any other company having objects altogether or in part similar to those of the company;

(i)  pay, in cash or by the allotment of shares, bonds or other securities of the company or otherwise, for services rendered in respect of the formation and organization of the company and the sale, placing or guaranteeing of the placing of any shares, bonds or other securities of the company;

(j)  establish and maintain or aid in the establishment or maintenance of relief or superannuation funds for present or former employees of the company or its predecessors in business, or the relatives or dependents of such employees, grant pensions and allowances to them and pay insurance premiums for them, the whole subject to the approval of the Inspector General;

(k)  subscribe or guarantee funds for charitable, benevolent, educational or artistic purposes;

(l)  make known its products or activities by any legal mode of advertising which it may deem useful for its purposes, including the purchase and exhibition of works of art or of general interest, the publication of books and periodicals and advertising by radio and television and in newspapers, reviews and other publications;

(m)  invest the available funds of the company in any manner which it may consider to be in its interests;

(n)  take and hold hypothecs to secure payment of the price of sale of any portion of such property or to secure the payment of any debt due to the company, and dispose of such hypothecary rights by sale or otherwise;

(o)  carry on any activity and do anything incidental or accessory to the powers granted to the company by this section and its letters patent or connected with the attainment of its objects;

(p)  establish agencies and branches and exercise its powers under the law and its letters patent as principal, mandatary, agent or contractor, either alone or in partnership or in conjunction with any person, society or corporation;

(q)  distribute among its shareholders, in kind or otherwise, any property of the company, provided that such distribution is made for the purpose of enabling it to be dissolved or in circumstances where it would be lawful to make the same in cash.

Notwithstanding the preceding paragraph and its subparagraphs, any other lawful powers may be granted to a company by letters patent or supplementary letters patent.

Furthermore and subject to the specific provisions of this Part, the company shall be subject to the obligations and restrictions and shall possess the rights and privileges declared in the Civil Code of Lower Canada with respect to corporations.

R. S. 1964, c. 271, s. 29; 1982, c. 52, s. 123; 1992, c. 57, s. 510; 1993, c. 48, s. 254.

1983-04-01

31. The company may acquire and hold moveable and immoveable property, may sell and alienate such property, both moveable and immoveable, and hypothecate the latter, and shall forthwith become and be vested with all property and rights, moveable and immoveable, held for it up to the date of the letters patent, under any trust created with a view to its incorporation, and with all the powers, privileges and immunities requisite or incidental to the carrying on of its undertaking.

Subject to the provisions of the preceding paragraph and without restricting their application, and saving express exclusion in the letters patent or supplementary letters patent, the company may:

(a)  acquire, lease, exchange and hold any moveable or immoveable property, rights or privileges and dispose of the same by sale or otherwise;

(b)  apply for, acquire, develop, use or transact with others for the development or use of any patents or patent rights, copyrights, trade-marks, formulae, licenses, concessions and the like calculated to benefit the company or to further any of its objects;

(c)  make with any person, society or corporation carrying on or about to carry on any trade, industry or business capable of benefiting the company, any agreement for sharing of profits, or joint adventure, union of interests, reciprocal concession, mutual co-operation or other similar purposes;

(d)  make with any public authority arrangements calculated to facilitate the pursuit of the company’s objects, and carry out the same and exercise the rights and privileges and discharge the obligations resulting therefrom;

(e)  construct, possess, maintain, improve and use, on its properties or on those of which it has the enjoyment, any works capable of furthering its interests, and contribute to or assist in any way the construction, improvement and maintenance of such works;

(f)  make loans to any corporation, society or person having business dealings with the company, or to any corporation any shares or securities of which are held by the company, assist them to obtain funds and guarantee the performance of their obligations;

(g)  issue, endorse, accept and discount promissory notes, bills of exchange, warrants and other negotiable instruments;

(h)  sell or otherwise dispose of the undertaking of the company in whole or in part for such consideration as it may think fit, including shares, bonds and other securities of any other company having objects altogether or in part similar to those of the company;

(i)  pay, in cash or by the allotment of shares, bonds or other securities of the company or otherwise, for services rendered in respect of the formation and organization of the company and the sale, placing or guaranteeing of the placing of any shares, bonds or other securities of the company;

(j)  establish and maintain or aid in the establishment or maintenance of relief or superannuation funds for present or former employees of the company or its predecessors in business, or the relatives or dependents of such employees, grant pensions and allowances to them and pay insurance premiums for them, the whole subject to the approval of the Inspector General;

(k)  subscribe or guarantee funds for charitable, benevolent, educational or artistic purposes;

(l)  make known its products or activities by any legal mode of advertising which it may deem useful for its purposes, including the purchase and exhibition of works of art or of general interest, the publication of books and periodicals and advertising by radio and television and in newspapers, reviews and other publications;

(m)  invest the available funds of the company in any manner which it may consider to be in its interests;

(n)  take and hold privileges or hypothecs to secure payment of the price of sale of any portion of such property or to secure the payment of any debt due to the company, and dispose of such privileged and hypothecary rights by sale or otherwise;

(o)  carry on any activity and do anything incidental or accessory to the powers granted to the company by this section and its letters patent or connected with the attainment of its objects;

(p)  establish agencies and branches and exercise its powers under the law and its letters patent as principal, mandatary, agent or contractor, either alone or in partnership or in conjunction with any person, society or corporation;

(q)  distribute among its shareholders, in kind or otherwise, any property of the company, provided that such distribution is made for the purpose of enabling it to surrender its charter or in circumstances where it would be lawful to make the same in cash.

Notwithstanding the preceding paragraph and its sub-paragraphs, any other lawful powers may be granted to a company by letters patent or supplementary letters patent.

Furthermore and subject to the specific provisions of this Part, the company shall be subject to the obligations and restrictions and shall possess the rights and privileges declared in the Civil Code with respect to corporations.

R. S. 1964, c. 271, s. 29; 1982, c. 52, s. 123.

1977-12-31

31. The company may acquire and hold moveable and immoveable property, may sell and alienate such property, both moveable and immoveable, and hypothecate the latter, and shall forthwith become and be vested with all property and rights, moveable and immoveable, held for it up to the date of the letters patent, under any trust created with a view to its incorporation, and with all the powers, privileges and immunities requisite or incidental to the carrying on of its undertaking.

Subject to the provisions of the preceding paragraph and without restricting their application, and saving express exclusion in the letters patent or supplementary letters patent, the company may:

(a)  acquire, lease, exchange and hold any moveable or immoveable property, rights or privileges and dispose of the same by sale or otherwise;

(b)  apply for, acquire, develop, use or transact with others for the development or use of any patents or patent rights, copyrights, trade-marks, formulae, licenses, concessions and the like calculated to benefit the company or to further any of its objects;

(c)  make with any person, society or corporation carrying on or about to carry on any trade, industry or business capable of benefiting the company, any agreement for sharing of profits, or joint adventure, union of interests, reciprocal concession, mutual co-operation or other similar purposes;

(d)  make with any public authority arrangements calculated to facilitate the pursuit of the company’s objects, and carry out the same and exercise the rights and privileges and discharge the obligations resulting therefrom;

(e)  construct, possess, maintain, improve and use, on its properties or on those of which it has the enjoyment, any works capable of furthering its interests, and contribute to or assist in any way the construction, improvement and maintenance of such works;

(f)  make loans to any corporation, society or person having business dealings with the company, or to any corporation any shares or securities of which are held by the company, assist them to obtain funds and guarantee the performance of their obligations;

(g)  issue, endorse, accept and discount promissory notes, bills of exchange, warrants and other negotiable instruments;

(h)  sell or otherwise dispose of the undertaking of the company in whole or in part for such consideration as it may think fit, including shares, bonds and other securities of any other company having objects altogether or in part similar to those of the company;

(i)  pay, in cash or by the allotment of shares, bonds or other securities of the company or otherwise, for services rendered in respect of the formation and organization of the company and the sale, placing or guaranteeing of the placing of any shares, bonds or other securities of the company;

(j)  establish and maintain or aid in the establishment or maintenance of relief or superannuation funds for present or former employees of the company or its predecessors in business, or the relatives or dependents of such employees, grant pensions and allowances to them and pay insurance premiums for them, the whole subject to the approval of the superintendent of insurance;

(k)  subscribe or guarantee funds for charitable, benevolent, educational or artistic purposes;

(l)  make known its products or activities by any legal mode of advertising which it may deem useful for its purposes, including the purchase and exhibition of works of art or of general interest, the publication of books and periodicals and advertising by radio and television and in newspapers, reviews and other publications;

(m)  invest the available funds of the company in any manner which it may consider to be in its interests;

(n)  take and hold privileges or hypothecs to secure payment of the price of sale of any portion of such property or to secure the payment of any debt due to the company, and dispose of such privileged and hypothecary rights by sale or otherwise;

(o)  carry on any activity and do anything incidental or accessory to the powers granted to the company by this section and its letters patent or connected with the attainment of its objects;

(p)  establish agencies and branches and exercise its powers under the law and its letters patent as principal, mandatary, agent or contractor, either alone or in partnership or in conjunction with any person, society or corporation;

(q)  distribute among its shareholders, in kind or otherwise, any property of the company, provided that such distribution is made for the purpose of enabling it to surrender its charter or in circumstances where it would be lawful to make the same in cash.

Notwithstanding the preceding paragraph and its sub-paragraphs, any other lawful powers may be granted to a company by letters patent or supplementary letters patent.

Furthermore and subject to the specific provisions of this Part, the company shall be subject to the obligations and restrictions and shall possess the rights and privileges declared in the Civil Code with respect to corporations.

R. S. 1964, c. 271, s. 29.