S-31.1 - Business Corporations Act

Section 451 Disposition versions

2016-01-01

451. In connection with an application under this subdivision, the court may make any order it thinks fit, including

(1)  an order restraining the conduct complained of;

(2)  an order appointing a receiver;

(3)  an order revising the functioning of the corporation by amending the articles or the by-laws or establishing or amending a unanimous shareholder agreement;

(4)  an order directing an issue or exchange of securities;

(5)  an order making appointments to the board of directors, either to replace all or some of the directors or to increase the number of directors;

(6)  an order directing the corporation or any other person to purchase securities of a security holder;

(7)  an order directing the corporation or any other person to pay a security holder all or any part of the monies that the security holder paid for securities;

(8)  an order varying, setting aside or annulling a contract or a transaction to which the corporation is a party and compensating the corporation or any other party to the contract or transaction;

(9)  an order requiring a corporation, within a time specified by the court, to make available to the court or an interested person the financial statements referred to in sections 225 and 226, or an accounting of them in the form determined by the court;

(10)  an order compensating a person who has suffered prejudice;

(11)  an order directing rectification of the records of a corporation in accordance with sections 456 and 457;

(12)  an order dissolving the corporation and winding it up if it has property or obligations;

(13)  an order directing an investigation to be made under Division I; and

(14)  an order condemning, not only in the case of improper use of procedure but also whenever the court thinks fit, any party to the proceedings to pay, in whole or in part, the professional fees and other costs of any other party.

The corporation may not make any payment to a shareholder under subparagraph 6 or 7 of the first paragraph if there are grounds for believing that it would or could cause the corporation to be unable to pay its liabilities as they become due.

2009, c. 52, s. 451; 2010, c. 40, s. 85; I.N. 2016-01-01 (NCCP).

2011-02-14

451. In connection with an application under this subdivision, the court may make any order it thinks fit, including

(1)  an order restraining the conduct complained of;

(2)  an order appointing a receiver;

(3)  an order revising the functioning of the corporation by amending the articles or the by-laws or establishing or amending a unanimous shareholder agreement;

(4)  an order directing an issue or exchange of securities;

(5)  an order making appointments to the board of directors, either to replace all or some of the directors or to increase the number of directors;

(6)  an order directing the corporation or any other person to purchase securities of a security holder;

(7)  an order directing the corporation or any other person to pay a security holder all or any part of the monies that the security holder paid for securities;

(8)  an order varying, setting aside or annulling a contract or a transaction to which the corporation is a party and compensating the corporation or any other party to the contract or transaction;

(9)  an order requiring a corporation, within a time specified by the court, to make available to the court or an interested person the financial statements referred to in sections 225 and 226, or an accounting of them in the form determined by the court;

(10)  an order compensating a person who has suffered prejudice;

(11)  an order directing rectification of the records of a corporation in accordance with sections 456 and 457;

(12)  an order dissolving the corporation and winding it up if it has property or obligations;

(13)  an order directing an investigation to be made under Division I; and

(14)  an order condemning, not only in the case of improper use of procedure but also whenever the court thinks fit, any party to the proceedings to pay, in whole or in part, the extrajudicial fees and other costs of any other party.

The corporation may not make any payment to a shareholder under subparagraph 6 or 7 of the first paragraph if there are grounds for believing that it would or could cause the corporation to be unable to pay its liabilities as they become due.

2009, c. 52, s. 451; 2010, c. 40, s. 85.