S-31.1 - Business Corporations Act

Section 372 Disposition versions

2011-02-14

372. The adoption of any of the resolutions listed below confers on a shareholder the right to demand that the corporation repurchase all of the person’s shares if the person exercised all the voting rights carried by those shares against the resolution:

(1)  an ordinary resolution authorizing the corporation to carry out a squeeze-out transaction;

(2)  a special resolution authorizing an amendment to the articles to add, change or remove a restriction on the corporation’s business activity or on the transfer of the corporation’s shares;

(3)  a special resolution authorizing an alienation of corporation property if, as a result of the alienation, the corporation is unable to retain a significant part of its business activity;

(4)  a special resolution authorizing the corporation to permit the alienation of property of its subsidiary;

(5)  a special resolution approving an amalgamation agreement;

(6)  a special resolution authorizing the continuance of the corporation under the laws of a jurisdiction other than Québec; or

(7)  a resolution by which consent to the dissolution of the corporation is withdrawn if, as a result of the alienation of property begun during the liquidation of the corporation, the corporation is unable to retain a significant part of its business activity.

The adoption of a resolution referred to in any of subparagraphs 3 to 7 of the first paragraph confers on a shareholder whose shares do not carry voting rights the right to demand that the corporation repurchase all of the person’s shares.

2009, c. 52, s. 372.