Legislative Assembly of New Brunswick
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An Act to Amend the Companies Act

Legislature :
54
Session :
4
Bill No. :
33
Member :
Hon. Green
First Reading :
2002-4-19
Second Reading :
2002-4-23
Committee of the Whole :
2002-5-21
Amended :
Third Reading :
2002-5-22
Royal Assent :
2002-6-7

Text of Bill :
   Her Majesty, by and with the advice and consent of the Legislative Assembly of New Brunswick, enacts as follows:

1                   Section 1.2 of the Companies Act, chapter C-13 of the Revised Statutes, 1973, is amended

   (a)       in subsection (3) by adding “or letters patent amalgamating such clubs, associations or companies” after “such clubs, associations or companies”;

   (b)       in paragraph (3.1)a) of the French version in the portion preceding subparagraph (i) by striking out “compagnie” and substituting “compagnies”.

2                   Subsection 2(1) of the Act is amended in the definition “shareholder” by adding “every member of a company without share capital and” after “includes”.

3                   The Act is amended by adding after section 2.1 the following:

2.11          Where the signature of the Minister is required for any purpose under this Act, the signature may be printed, stamped or otherwise mechanically reproduced.

2.12          The Minister may date letters patent and supplementary letters patent issued under subsection 4(4) the day the application for the letters patent or supplementary letters
patent is received by the Minister or any later day.

4                   Section 4 of the Act is amended

   (a)       in subsection (1) by striking out “, who have become subscribers to the memorandum of agreement hereinafter mentioned”;

   (b)       in subsection (3) by striking out “corporation” and substituting “company”.

5                   Section 6 of the Act is amended

   (a)       in paragraph (1)(a)

      (i)                        by striking out “the last word of which shall be the word “Limited” or “Limitée” or the abbreviation thereof, “Ltd.” or “Ltée”” and substituting “which
      shall include the word “Limited” or “Limitée” or the abbreviation “Ltd.” or “Ltée” ”;

      (ii)                      by striking out “proposed corporation” and substituting “proposed company”;

   (b)       by repealing subsection (2) and substituting the following:

6(2)            In the case of a non-trading company, the name may include the word “Incorporated” or “Incorporée”, or the abbreviation “Inc.” instead of “Limited”, “Limitée”, “Ltd.” or
“Ltée” as required by subsection (1).

6                   Section 8 of the Act is repealed.

7                   Subsection 9(1) of the Act is amended

   (a)       by adding a comma followed by “if required by the Minister,” after “the applicants shall”;

   (b)       by striking out “and memorandum of agreement,”;

   (c)       by striking out “or by solemn declaration” and substituting “or by statutory declaration under the Evidence Act”.

8                   Section 10 of the Act is repealed.

9                   Section 11 of the Act is amended

   (a)       in subsection (1) by striking out “and memorandum of agreement”;

   (b)       by repealing subsection (3) and substituting the following:

11(3)       In the case of any misnomer, misdescription or clerical error in the letters patent, supplementary letters patent or similar document issued by the Minister, the Minister
may direct that the correction be made and on so doing shall give notice of the correction in The Royal Gazette.

10                The Act is amended by adding after section 13 the following:

13.1(1)   If a company without capital stock has only one class of membership, the rights of those members are equal in all respects and include the right to vote at any meeting of
the members of the company.

13.1(2)   The letters patent, supplementary letters patent or by-laws may provide for more than one class of membership and, if they so provide,

   (a)       the terms and conditions applicable to each class shall be set out in the letters patent, supplementary letters patent or by-laws, as the case may be, and
   
   (b)       the right to vote under subsection (1) shall be attached to at least one class, having at least three members.

13.1(3)   Where a company has more than one class of membership, the letters patent, supplementary letters patent or by-laws may provide that a class of membership

   (a)       has the right to elect or appoint a specified number of directors, or
   
   (b)       has the exclusive right to elect or appoint directors.

13.1(4)   No by-law made under this section is effective until it has been confirmed by at least two-thirds of the votes cast at a general or special meeting of the members duly
called for considering the by-law.

11                Section 18 of the Act is amended

   (a)       in subsection (1) of the French version by striking out “philantropiques” and substituting “philanthropiques”;

   (b)       in subsection (2)

      (i)                        in the portion preceding paragraph a) of the French version by striking out “philantropiques” and substituting “philanthropiques”;

      (ii)                      in paragraph (g) by striking out “to a cost value not exceeding an amount specified in the letters patent” and substituting “of an unlimited cost value”.

12                Subsection 23(1) of the Act is amended by striking out “subsisting and valid corporation” and substituting “subsisting and valid company”.

13                Subsection 26(1.1) of the French version of the Act is amended by striking out “philantropiques” and substituting “philanthropiques”.

14                Subsection 29.1(3) of the French version of the Act is amended by striking out “La Gazette royale” and substituting “la Gazette royale”.

15                Subsection 31(1) of the Act is amended by striking out “having the same or similar objects”.

16                Section 39 of the Act is amended

   (a)       by repealing subsection (6) and substituting the following:

39(6)       Unless the letters patent otherwise provide, the directors of a company may change the place or address of the company’s head office.

   (b)       by repealing subsection (7);

   (c)       by repealing subsection (8) and substituting the following:

39(8)       A company shall file with the Minister, within fifteen days after any change in the place or address of its head office, a notice in the prescribed form.

17                Section 42 of the Act is amended by striking out “its name, the last word of which shall be the word “Limited” or “Limitée” or the abbreviation thereof, “Ltd.” or
“Ltée”, and in the case of a non-trading corporation the word “Incorporated” or the abbreviation “Inc.”” and substituting “its name, which shall include the word “Limited”
or “Limitée” or the abbreviation “Ltd.” or “Ltée”, and in the case of a non-trading company the word “Incorporated” or “Incorporée” or the abbreviation “Inc.”,”.

18                Section 45 of the Act is amended by adding a comma followed by “if required by the Minister,” after “the applicants shall”.

19                Subsection 55(2) of the French version of the Act is amended by striking out “interpretée” and substituting “interprétée”.

20                Paragraph 80(5)a) of the French version of the Act is amended by striking out “à été émis” and substituting “a été émis”.

21                Section 87 of the Act is amended by adding after subsection (1) the following:

87(1.1)   The directors of a company shall be shareholders or members of the company.

87(1.2)   The following persons are disqualified from being a director of a company:

   (a)       anyone who is less than nineteen years of age;
   
   (b)       anyone who is of unsound mind and has been so found by a court in Canada or elsewhere;
   
   (c)         a person who is not an individual;
   
   (d)       a person who has the status of bankrupt; or
   
   (e)         a person convicted of an offence under the Criminal Code (Canada) or the criminal law of any jurisdiction outside of Canada

      (i)                        in connection with the promotion, formation or management of a corporation, or
      
      (ii)                      involving fraud,

   unless three years have elapsed since the expiration of the period fixed for suspension of the passing of sentence without sentencing or since a fine was imposed, or unless
   the term of imprisonment and probation imposed, if any, was concluded, whichever is the latest, but the disability imposed by this paragraph ceases upon a pardon being
   granted.

22                Section 97 of the French version of the Act is amended by striking out “vigeur” and substituting “vigueur”.

23                Section 126 of the Act is amended

   (a)       by repealing subsection (1) and substituting the following:

126(1)    Before the last day of the month following the anniversary month, without notice or demand, every company incorporated under the laws of New Brunswick except those
subject to the Loan and Trust Companies Act, the Business Corporations Act, the Agricultural Associations Act, the Co-operative Associations Act or the Credit Unions Act
shall deliver to the Minister a statement, signed by a director or an officer of the company, in the form prescribed by regulation.

   (b)       in subsection (1.1) by striking out “the corporation” and substituting “the company”;

   (c)       in subsection (2) by striking out “corporation” and substituting “company”;

   (d)       in subsection (4)

      (i)                        in paragraph (a) by striking out “, and” and substituting a semicolon;

      (ii)                      by adding after paragraph (a) the following:

   (a.1)   waiving, in whole or in part, any obligation to file a statement under this section subject to such terms and conditions as the Lieutenant-Governor in Council considers
   appropriate;

   (e)       in subsection (5) by striking out “corporation” and substituting “company”.

24                Section 126.1 of the Act is amended

   (a)       in subsection (1)

      (i)                        by striking out the portion preceding paragraph (a) and substituting the following:

126.1(1)                      A person who knowingly makes or assists in making a report, return, notice, statement or other document required by this Act or the regulations to be sent to the
Minister that

      (ii)                      by striking out the portion following paragraph (b) and substituting the following:

commits an offence punishable under Part II of the Provincial Offences Procedure Act as a category F offence.

   (b)       by adding after subsection (1) the following:

126.1(1.1)                  If the person who commits an offence under subsection (1) is a company, then, whether or not the company has been prosecuted or convicted, any director or
officer of the company who knowingly authorizes, permits or acquiesces in the commission of that offence, commits an offence punishable under Part II of the Provincial Offences
Procedure Act as a category F offence.

   (c)       in subsection (2) by adding “or subsection (1.1)” after “subsection (1)”.

25                Subsection 135(1) of the Act is amended

   (a)       in the portion preceding paragraph a) of the French version by striking out “le lieutenant-gouverneur en conseil” and substituting “Le lieutenant-gouverneur en
   conseil”;

   (b)       in paragraph (a) of the English version by striking out the comma at the end of the paragraph and substituting a semicolon;

   (c)       by adding after paragraph (a) the following:

   (a.1)   waiving, in whole or in part, any fee required to be paid under this Act or the regulations subject to such terms and conditions as the Lieutenant-Governor in Council
   considers appropriate;

   (d)       in paragraph (b) by striking out “, and” at the end of the paragraph and substituting a semicolon.

26                Section 136 of the Act is amended by adding a comma followed by “subject to section 136.1,” after “The provisions of this Act apply”.   

27                The Act is amended by adding after section 136 the following:

136.1       The provisions of this Act do not apply to a company incorporated under a public Act of the Legislature, and any reference in any other provision of this Act to a
company incorporated under a special Act, or to a special Act, shall be read, unless the context otherwise requires, as a reference to a company incorporated under a private Act,
or a private Act, as the case may be.

28                Section 139 of the Act is amended by striking out “provisions or” and substituting “provisions of”.

29                Subsection 152(1) of the French version of the Act is amended by striking out “hypotéquer” and substituting “hypothéquer”.

30                Section 182 of the Act is amended

   (a)       in subsection (1) by striking out “corporation” and substituting “company”;

   (b)       in subsection (3) by striking out “corporation” and substituting “company”;

   (c)       in subsection (4) by striking out “corporation” and substituting “company”.

31                This Act or any provision of it comes into force on a day or days to be fixed by proclamation.



 

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