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C-38 - Companies Act

Section 49
Disposition versions

Full text
49. (1)  Where a compromise or arrangement is proposed between a company and its shareholders or any class of them, affecting the rights of shareholders or any class of them, under the company’s constituting act or by-laws, a judge of the Superior Court of the district in which the company has its head office may, on application in a summary way of the company or of any shareholder, order a meeting of the shareholders of the company or of any class of shareholders, as the case may be, to be summoned in such manner as the said judge directs.
(2)  If the shareholders, or class of shareholders, as the case may be, present in person or by proxy at the meeting, agree, by three-fourths of the shares of each class represented, to the compromise or arrangement either as proposed or as altered or modified at such meeting, such compromise or arrangement may be sanctioned by a judge as aforesaid.
If so sanctioned, such compromise or arrangement shall thereupon be confirmed by supplementary letters patent deposited in the register by the enterprise registrar. Subject to such deposit, but from the date of the supplementary letters patent, the compromise or arrangement shall be binding on the company and the shareholders or class of shareholders, as the case may be.
R. S. 1964, c. 271, s. 46; 1966-67, c. 72, s. 23; 1975, c. 76, s. 11; 1979, c. 31, s. 8; 1981, c. 9, s. 24; 1982, c. 52, s. 138; 1993, c. 48, s. 259; 1999, c. 40, s. 70; 2002, c. 45, s. 278.
49. (1)  Where a compromise or arrangement is proposed between a company and its shareholders or any class of them, affecting the rights of shareholders or any class of them, under the company’s constituting act or by-laws, a judge of the Superior Court of the district in which the company has its head office may, on application in a summary way of the company or of any shareholder, order a meeting of the shareholders of the company or of any class of shareholders, as the case may be, to be summoned in such manner as the said judge directs.
(2)  If the shareholders, or class of shareholders, as the case may be, present in person or by proxy at the meeting, agree, by three-fourths of the shares of each class represented, to the compromise or arrangement either as proposed or as altered or modified at such meeting, such compromise or arrangement may be sanctioned by a judge as aforesaid.
If so sanctioned, such compromise or arrangement shall thereupon be confirmed by supplementary letters patent deposited in the register by the Inspector General. Subject to such deposit, but from the date of the supplementary letters patent, the compromise or arrangement shall be binding on the company and the shareholders or class of shareholders, as the case may be.
R. S. 1964, c. 271, s. 46; 1966-67, c. 72, s. 23; 1975, c. 76, s. 11; 1979, c. 31, s. 8; 1981, c. 9, s. 24; 1982, c. 52, s. 138; 1993, c. 48, s. 259; 1999, c. 40, s. 70.
49. (1)  Where a compromise or arrangement is proposed between a company and its shareholders or any class of them, affecting the rights of shareholders or any class of them, under the company’s deed of incorporation or by-laws, a judge of the Superior Court of the district in which the company has its head office may, on application in a summary way of the company or of any shareholder, order a meeting of the shareholders of the company or of any class of shareholders, as the case may be, to be summoned in such manner as the said judge directs.
(2)  If the shareholders, or class of shareholders, as the case may be, present in person or by proxy at the meeting, agree, by three-fourths of the shares of each class represented, to the compromise or arrangement either as proposed or as altered or modified at such meeting, such compromise or arrangement may be sanctioned by a judge as aforesaid.
If so sanctioned, such compromise or arrangement shall thereupon be confirmed by supplementary letters patent deposited in the register by the Inspector General. Subject to such deposit, but from the date of the supplementary letters patent, the compromise or arrangement shall be binding on the company and the shareholders or class of shareholders, as the case may be.
R. S. 1964, c. 271, s. 46; 1966-67, c. 72, s. 23; 1975, c. 76, s. 11; 1979, c. 31, s. 8; 1981, c. 9, s. 24; 1982, c. 52, s. 138; 1993, c. 48, s. 259.
49. (1)  Where a compromise or arrangement is proposed between a company and its shareholders or any class of them, affecting the rights of shareholders or any class of them, under the company’s deed of incorporation or by-laws, a judge of the Superior Court of the district in which the company has its head office may, on application in a summary way of the company or of any shareholder, order a meeting of the shareholders of the company or of any class of shareholders, as the case may be, to be summoned in such manner as the said judge directs.
(2)  If the shareholders, or class of shareholders, as the case may be, present in person or by proxy at the meeting, agree, by three-fourths of the shares of each class represented, to the compromise or arrangement either as proposed or as altered or modified at such meeting, such compromise or arrangement may be sanctioned by a judge as aforesaid.
If so sanctioned, such compromise or arrangement shall thereupon be confirmed by supplementary letters patent, and notice thereof shall be given in the Gazette officielle du Québec by the Inspector General. Subject to such publication, but counting from the date of the supplementary letters patent, the compromise or arrangement shall be binding on the company and the shareholders or class of shareholders, as the case may be.
R. S. 1964, c. 271, s. 46; 1966-67, c. 72, s. 23; 1975, c. 76, s. 11; 1979, c. 31, s. 8; 1981, c. 9, s. 24; 1982, c. 52, s. 138.
49. (1)  Where a compromise or arrangement is proposed between a company and its shareholders or any class of them, affecting the rights of shareholders or any class of them, under the company’s deed of incorporation or by-laws, a judge of the Superior Court of the district in which the company has its head office may, on application in a summary way of the company or of any shareholder, order a meeting of the shareholders of the company or of any class of shareholders, as the case may be, to be summoned in such manner as the said judge directs.
(2)  If the shareholders, or class of shareholders, as the case may be, present in person or by proxy at the meeting, agree, by three-fourths of the shares of each class represented, to the compromise or arrangement either as proposed or as altered or modified at such meeting, such compromise or arrangement may be sanctioned by a judge as aforesaid.
If so sanctioned, such compromise or arrangement shall thereupon be confirmed by supplementary letters patent, and notice thereof shall be given in the Gazette officielle du Québec by the Minister or by the deputy minister of Financial Institutions and Cooperatives. Subject to such publication, but counting from the date of the supplementary letters patent, the compromise or arrangement shall be binding on the company and the shareholders or class of shareholders, as the case may be.
R. S. 1964, c. 271, s. 46; 1966-67, c. 72, s. 23; 1975, c. 76, s. 11; 1979, c. 31, s. 8; 1981, c. 9, s. 24.
49. (1)  Where a compromise or arrangement is proposed between a company and its shareholders or any class of them, affecting the rights of shareholders or any class of them, under the company’s deed of incorporation or by-laws, a judge of the Superior Court of the district in which the company has its head office may, on application in a summary way of the company or of any shareholder, order a meeting of the shareholders of the company or of any class of shareholders, as the case may be, to be summoned in such manner as the said judge directs.
(2)  If the shareholders, or class of shareholders, as the case may be, present in person or by proxy at the meeting, agree, by three-fourths of the shares of each class represented, to the compromise or arrangement either as proposed or as altered or modified at such meeting, such compromise or arrangement may be sanctioned by a judge as aforesaid.
If so sanctioned, such compromise or arrangement shall thereupon be confirmed by supplementary letters patent, and notice thereof shall be given in the Gazette officielle du Québec by the Minister or by the deputy minister of Consumer Affairs, Cooperatives and Financial Institutions. Subject to such publication, but counting from the date of the supplementary letters patent, the compromise or arrangement shall be binding on the company and the shareholders or class of shareholders, as the case may be.
R. S. 1964, c. 271, s. 46; 1966-67, c. 72, s. 23; 1975, c. 76, s. 11; 1979, c. 31, s. 8.
49. (1)  Where a compromise or arrangement is proposed between a company and its shareholders or any class of them, affecting the rights of shareholders or any class of them, under the company’s letters patent or supplementary letters patent or by-laws, a judge of the Superior Court of the district in which the company has its head office may, on application in a summary way of the company or of any shareholder, order a meeting of the shareholders of the company or of any class of shareholders, as the case may be, to be summoned in such manner as the said judge directs.
(2)  If the shareholders, or class of shareholders, as the case may be, present in person or by proxy at the meeting, agree, by three-fourths of the shares of each class represented, to the compromise or arrangement either as proposed or as altered or modified at such meeting, such compromise or arrangement may be sanctioned by a judge as aforesaid.
If so sanctioned, such compromise or arrangement shall thereupon be confirmed by supplementary letters patent, and notice thereof shall be given in the Gazette officielle du Québec by the Minister or by the deputy minister of Consumer Affairs, Cooperatives and Financial Institutions. Subject to such publication, but counting from the date of the supplementary letters patent, the compromise or arrangement shall be binding on the company and the shareholders or class of shareholders, as the case may be.
R. S. 1964, c. 271, s. 46; 1966-67, c. 72, s. 23; 1975, c. 76, s. 11.
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