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An Act Respecting Service New Brunswick

Legislature :
54
Session :
4
Bill No. :
51
Member :
Hon. N. Betts
First Reading :
2002-5-16
Second Reading :
2002-5-17
Committee of the Whole :
2002-5-30
Amended :
Third Reading :
2002-5-31
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:

                                                                           Business Corporations Act
1(1)         The Business Corporations Act, chapter B-9.1 of the Acts of New Brunswick, 1981, is amended by adding after section 2 the following:

2.1          Service New Brunswick is responsible for the administration of this Act.

1(2)         Section 184 of the Act is amended

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

184(1)    The Lieutenant-Governor in Council may appoint a Director to carry out the purposes of this Act.

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

184(1.1)                  Service New Brunswick may appoint one or more deputy directors to carry out the purposes of this Act.

   (c)      in subsection (2) by striking out “The Minister of Justice” and substituting “Service New Brunswick”;

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

184(3)    A document in writing signed by a proper officer of Service New Brunswick or the Director authorizing a deputy director to carry out the duties or to exercise the powers
that may be carried out or exercised by the Director under this Act shall, without proof of the signature or appointment of the officer or Director, be accepted by all courts in the
Province as conclusive proof of the authority stated in the document.

   (e)      by repealing subsection (5) and substituting the following:

184(5)    A written authority issued by the officer or the Director under subsection (3) shall be effective until revoked.

2(1)         Section 11 of New Brunswick Regulation 81-147 under the Business Corporations Act is amended

   (a)      in subparagraph (1)(a)(i) by striking out “Minister of Justice” and substituting “Minister responsible for Service New Brunswick”;

   (b)      in subparagraph (2)(a)(i) by striking out “Minister of Justice” and substituting “Minister responsible for Service New Brunswick”.

2(2)         The Regulation is amended in Forms 24, 24.1, 24.2 and 33 on the page entitled “INSTRUCTIONS”

   (a)      under the heading “ITEM 2” by striking out “the New Brunswick Department of Justice” and substituting “Service New Brunswick”;

   (b)      at the end of the Form by striking out

The Director, Corporate Affairs Branch
Department of Justice
P.O. Box 6000, Fredericton, New Brunswick
E3B 5H1

   and substituting

The Director, Corporate Affairs Branch
Service New Brunswick
P.O. Box 1998, Fredericton, New Brunswick
E3B 5G4

                                                                                 Companies Act
3(1)         The following provisions of the Companies Act, chapter C-13 of the Revised Statutes, 1973, are amended by striking out “Minister” wherever it appears and
substituting “Director”:

   (a)      subsections 2.2(2) and (3);

   (b)      subsections 2.3(2) and (3);

   (c)      section 2.4;

   (d)      section 2.5;

   (e)      subsections 4(1), (3) and (4);

   (f)       subsection 9(1);

   (g)      subsections 11(1), (2) and (3);

   (h)      section 12;

   (i)       subsection 13(7);

   (j)       subsection 18(2);

   (k)      subsection 23(1);

   (l)       subsection 24(1);

   (m)    section 25;

   (n)      subsections 26(1) and (1.1);

   (o)      section 29;

   (p)      subsections 29.1(1) and (3);

   (q)      subsection 31(4);

   (r)      section 32;

   (s)      subsection 33(1);

   (t)       subsections 34.1(2), (3), (4), (5) and (6);

   (u)      subsections 35(1), (2), (4) and (5);

   (v)      subsections 39(2), (3) and (8);

   (w)    section 44;

   (x)      section 45;

   (y)      subsection 46(1);

   (z)      subsection 65(2);

   (aa)   subsections 66(1) and (2);

   (bb)   subsections 67(1) and (2);

   (cc)    paragraphs 86.9(a), (b) and (g) and subparagraph 86.9(h)(ii);

   (dd)   subsection 87(6);

   (ee)    subsections 126(1), (3) and (6);

   (ff)      subsection 126.1(1);

   (gg)   subsections 140(1) and (2);

   (hh)   subsection 146(1) and (5);

   (ii)      section 153;

   (jj)      subsection 166(1) and paragraph 166(3)(d);

   (kk)   paragraphs 173(a.1) and (a.2);

   (ll)      section 179;

   (mm) subsection 182(4);

   (nn)   subsection 183(2).

3(2)         Paragraph 1.2(3.1)(a) of the Act is amended

   (a)      in subparagraph (ii) by striking out “the Minister” and substituting “the Minister of Justice”;

   (b)      in subparagraph (iii) by striking out “the Minister” and substituting “the Minister of Justice”;

   (c)      in subparagraph (iv) by striking out “the Minister” and substituting “the Minister of Justice”.

3(3)         Subsection 2(1) of the Act is amended

   (a)      by adding the following definition in alphabetical order:

   “Director” means the Director appointed under subsection 2.1(2) and includes a deputy director authorized under subsection 2.1(4) to carry out the duties and to exercise the
powers of the Director under this Act;

   (b)      by repealing the definition “Minister”.

3(4)         Section 2.1 of the Act is repealed and the following is substituted:

2.1(1)      Service New Brunswick is responsible for the administration of this Act.

2.1(2)      The Lieutenant-Governor in Council may appoint a Director for the purposes of this Act.

2.1(3)      Service New Brunswick may appoint one or more deputy directors for the purposes of this Act.

2.1(4)      Service New Brunswick or the Director may authorize a deputy director to carry out any duties or exercise any powers that may be carried out or exercised by the Director
under this Act.

2.1(5)      A document in writing signed by a proper officer of Service New Brunswick or the Director authorizing a deputy director to carry out the duties or to exercise the powers
that may be carried out or exercised by the Director under this Act shall, without proof of the signature or appointment of the officer or Director, be accepted by all courts in the
Province as conclusive proof of the authority stated in the document.

2.1(6)      The deputy director in possession of a written authority referred to in subsection (5) shall, upon proof that his or her name is the same as the deputy director named in the
authority, be deemed to be the deputy director named in it.

2.1(7)      A written authority signed by the officer or the Director under subsection (5) shall be effective until revoked.

3(5)         Subsection 6(1) of the Act is amended in the portion preceding paragraph (a) by striking out “in the office of the Minister” and substituting “with the Director”.

3(6)         Section 18.1 of the Act is amended

   (a)      in subsection (1) by striking out “The Minister shall not” and substituting “The Director shall not”;

   (b)      in subsection (8) by striking out “to the Minister” and substituting “to the Director”.

3(7)         Section 20 of the Act is amended by striking out “by the Minister” and substituting “by the Director, with the approval of the Lieutenant-Governor in Council,”.

3(8)         Section 27 of the Act is amended by striking out “in the office of the Minister” and substituting “with the Director”.

3(9)         Subsection 34.1(1) of the Act is repealed and the following is substituted:

34.1(1)   Where letters patent have been issued to a company under section 16 or 18 in one of the official languages and that company is desirous of obtaining like letters patent in
the official language other than that in which they were originally issued, the company may make application for the reissuance of the letters patent and any supplementary letters
patent by providing the Director with

   (a)    a copy of a by-law authorizing the application, and
   
   (b)    a translation of the letters patent and any supplementary letters patent issued to the company verified in a manner satisfactory to the Director.

3(10)       Section 83 of the Act is amended

   (a)      in subsection (1) by striking out “Minister” and substituting “Minister of Finance”;

   (b)      in subsection (2) by striking out “Minister” and substituting “Minister of Finance”;

   (c)      in subsection (7) by striking out “Department of Justice” and substituting “Department of Finance”.

3(11)       Subsection 87(3) of the Act is amended by striking out “in the office of the Minister” and substituting “with the Director”.

3(12)       Subsection 135(2) of the Act is amended by striking out “, and on payment become part of the general revenue of the Province”.

3(13)       Section 137 of the Act is amended

   (a)      in subsection (1) in the portion following paragraph (c) by striking out “Minister” and substituting “Minister of Finance”;

   (b)      in subsection (2) by striking out “Minister” and substituting “Minister of Finance”.

3(14)       Subsection 146(4) of the Act is repealed and the following is substituted:

146(4)    The secretary shall forward to the Director the fees payable on the incorporation of a company under this Part.

3(15)       Subsection 147(1) of the Act is repealed and the following is substituted:

147(1)    Upon receipt by the Director of the petition and documents, and a sum sufficient for the payment of all fees, and upon the certificate of the Superintendent that the
proceedings for the incorporation of the company have been in compliance with sections 142 and 143 and the Insurance Act, and that the subscriptions are made in good faith
and by persons possessing property to insure, the Director may issue letters patent incorporating the applicants and others who thereafter become members in the company
thereby created a company for the objects and purposes set forth in this Part and the Insurance Act.

3(16)       Section 167 of the Act is amended

   (a)      by striking out “Minister” and substituting “Director”;

   (b)      by striking out “under his seal of office”.

4               If Bill 33, introduced in the fourth session of the 54th Legislature and entitled An Act to Amend the Companies Act, receives Royal Assent, then on the later of the
commencement of this section and section 3 of that Act, the Companies Act is amended

   (a)      in section 2.11 by striking out “Minister” and substituting “Director”;

   (b)      in section 2.12 by striking out “Minister” wherever it appears and substituting “Director”.

5(1)         Section 4 of New Brunswick Regulation 81-187 under the Companies Act is repealed.

5(2)         Section 8 of the Regulation is amended by striking out “the Minister of Justice” and substituting “the Director”.

5(3)         Form 35 of the Regulation is amended on the page entitled “INSTRUCTIONS”

   (a)      under the heading “SCHEDULE OF FEES” by striking out “TO THE MINISTER OF FINANCE” and substituting “TO SERVICE NEW BRUNSWICK”;

   (b)      under the heading “ITEM 2” by striking out “the New Brunswick Department of Justice, Corporate and Trust Affairs Branch” and substituting “Service New
   Brunswick, Corporate Affairs Branch”;

   (c)      under the heading “ITEM 5” of the English version by striking out “from the Corporate and Trust Affairs Branch”;

   (d)      at the end of the Form by striking out

The Director, Corporate and Trust Affairs Branch
Department of Justice
P.O. Box 6000, Fredericton, New Brunswick
E3B 5H1

   and substituting

The Director, Corporate Affairs Branch
Service New Brunswick
P.O. Box 1998, Fredericton, New Brunswick
E3B 5G4

5(4)         Form 35.1 of the Regulation is amended on the page entitled “INSTRUCTIONS”

   (a)      under the heading “SCHEDULE OF FEES” by striking out “to the Minister of Finance” and substituting “to Service New Brunswick”;

   (b)      under the heading “ITEM 2” by striking out “the New Brunswick Department of Justice, Corporate and Trust Affairs Branch” and substituting “Service New
   Brunswick, Corporate Affairs Branch”;

   (c)      under the heading “ITEM 5” of the English version by striking out “from the Corporate and Trust Affairs Branch”;

   (d)      at the end of the Form by striking out

The Director, Corporate and Trust Affairs Branch
Department of Justice
P.O. Box 6000, Fredericton, New Brunswick
E3B 5H1

   and substituting

The Director, Corporate Affairs Branch
Service New Brunswick
P.O. Box 1998, Fredericton, New Brunswick
E3B 5G4

5(5)         Form 36 of the Regulation is amended

   (a)      by striking out “To The Honourable the Minister of Justice” and substituting “To the Director under the Companies Act”;

   (b)      by striking out “the Minister of Justice, Consumer and Corporate Affairs, P.O Box 6000, Fredericton, N. B., E3B 5H1” and substituting “the Director, Corporate
   Affairs Branch, Service New Brunswick, P.O. Box 1998, Fredericton, New Brunswick, E3B 5G4”.

5(6)         Form 44 of the Regulation is repealed.

5(7)         Form 45 of the Regulation is amended by striking out “To: The Honourable the Minister of Justice of the Province of New Brunswick” and substituting “To: The
Director under the Companies Act”.

                                                                                 Corporations Act
6(1)         The Corporations Act, chapter C-24 of the Revised Statutes, 1973, is amended by adding after section 1 the following:

1.1          Service New Brunswick is responsible for the administration of this Act.

6(2)         Section 11 of the Act is amended by striking out “in the office of the Minister of Justice” and “the Minister of Justice” and substituting “with the Director appointed
under the Companies Act” and “the Director”, respectively.

                                                                        Foreign Resident Corporations Act
7(1)         Section 1 of the Foreign Resident Corporations Act, chapter F-19.1 of the Acts of New Brunswick, 1984, is amended by repealing the definition “Minister” and
substituting the following:

   “Minister” means the Minister responsible for Service New Brunswick;

7(2)         The Act is amended by adding after section 1 the following:

1.1          Service New Brunswick is responsible for the administration of this Act.

                                                                            Limited Partnership Act
8               The Limited Partnership Act, chapter L- 9.1 of the Acts of New Brunswick, 1984, is amended by adding after section 1 the following:

1.1          Service New Brunswick is responsible for the administration of this Act.

9               Subparagraph 3(a)(i) of New Brunswick Regulation 84-196 under the Limited Partnership Act is amended by striking out “Minister of Justice” and substituting
“Minister responsible for Service New Brunswick”.

                                                                               Municipalities Act
10(1)      Subsection 150(1) of the Municipalities Act, chapter M-22 of the Revised Statutes, 1973, is amended by striking out “Minister of Justice” and substituting “Director
under the Companies Act”.

10(2)      Section 154 of the Act is amended by striking out “or by the Minister of Justice”.

                                                                                 Partnership Act
11            The Partnership Act, chapter P-4 of the Revised Statutes, 1973, is amended by adding after section 1 the following:

1.1          Service New Brunswick is responsible for the administration of this Act.

                                                               Partnerships and Business Names Registration Act
12(1)      Section 1 of the Partnerships and Business Names Registration Act, chapter P-5 of the Revised Statutes, 1973, is amended

   (a)      by repealing the definition “Minister”;

   (b)      by repealing the definition “registrar” and substituting the following:

   “registrar” means the person appointed by the Lieutenant-Governor in Council under section 1.1 and includes a person appointed by Service New Brunswick under section 1.2.

12(2)      The Act is amended by adding after section 1 the following:

1.01       Service New Brunswick is responsible for the administration of this Act.

12(3)      Section 1.1 of the Act is repealed and the following is substituted:

1.1          The Lieutenant-Governor in Council may appoint a person as registrar of partnerships and business names, and notice of the appointment shall be published in The Royal
Gazette.

12(4)      Section 1.2 of the Act is repealed and the following is substituted:

1.2          Service New Brunswick may appoint one or more persons as deputy registrars of partnerships and business names who shall have all the powers and who may perform all
the duties of the registrar, and notice of such appointment shall be published in The Royal Gazette.

12(5)      Section 15.1 of the Act is repealed and the following is substituted:

15.1       Where a person is convicted of an offence under section 15, the registrar may, in addition to any penalty imposed under section 15, cancel the registration of any
certificate to which the offence relates.

13            Subparagraph 2(a)(i) of New Brunswick Regulation 81-35 under the Partnerships and Business Names Registration Act is amended by striking out “Minister of
Justice” and substituting “Minister responsible for Service New Brunswick”.

                                                                        Special Corporate Continuance Act
14(1)      Section 1 of the Special Corporate Continuance Act, chapter S-12.01 of the Acts of New Brunswick, 1999, is amended by repealing the definition “Minister” and
substituting the following:

   “Minister” means the Minister responsible for Service New Brunswick;

14(2)      Section 19 of the Act is repealed and the following is substituted:

19            Service New Brunswick is responsible for the administration of this Act.

15(1)      Form 4 of New Brunswick Regulation 2000-5 under the Special Corporate Continuance Act is amended by striking out “Minister of Justice / Ministre de la Justice”
and substituting “Minister / Ministre”.

15(2)      Form 5 of the Regulation is amended by striking out “which the Minister of Justice” and “to the Minister of Justice” and substituting “which the Minister” and “to
the Minister”, respectively.

15(3)      Form 9 of the Regulation is amended

   (a)      in section 2 by striking out “Minister of Justice” and substituting “Minister”;

   (b)      in section 5 by striking out “Minister of Justice” wherever it appears and substituting “Minister”.

15(4)       The Regulation is amended in Forms 10, 11 and 12 by striking out “Minister of Justice / Ministre de la Justice” and substituting “Minister / Ministre”.

                                                                                 Winding-up Act
16(1)      Section 1 of the Winding-up Act, chapter W-10 of the Revised Statutes, 1973, is amended by adding the following definition in alphabetical order:

   “Minister” means the Minister responsible for Service New Brunswick;

16(2)      The heading preceding section 2 of the Act is repealed and the following is substituted:

                                                                   APPLICATION AND ADMINISTRATION
16(3)      The Act is amended by adding after section 2 the following:

2.1          Service New Brunswick is responsible for the administration of this Act.

16(4)      Section 6 of the Act is amended

   (a)      in subsection (1) by striking out “Minister of Justice” and substituting “Minister”;

   (b)      in subsection (2) by striking out “Minister of Justice” and substituting “Minister”.

16(5)      Subsection 10(1) of the Act is amended by striking out “Minister of Justice” and substituting “Minister”.

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



 

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