Bill 74 - An Act to Amend the Business Corporations Act

BILL 74

An Act to Amend the Business Corporations Act

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

1 Subsection 4(1) of the Business Corporations Act, chapter B-9.1 of the Acts of New Brunswick, 1981, is amended in the portion preceding paragraph (a) by striking out “follow the prescribed form” and substituting “be in the form provided by the Director”.

2 Section 17 of the Act is amended

(a) in subsection (2) by striking out “in prescribed form shall be sent to the Director” and substituting “shall be sent to the Director in the form provided by the Director”;

(b) in subsection (4) by striking out “in prescribed form” and substituting “in the form provided by the Director”.

3 Subsection 26(4) of the Act is amended by striking out “in prescribed form” and substituting “in the form provided by the Director”.

4 Subsection 64(1) of the Act is repealed and the following is substituted:

64( 1) At the time of sending articles of incorporation, the incorporators shall send to the Director a notice of directors in the form provided by the Director and the Director shall file the notice.

5 Subsection 71(1) of the Act is amended by striking out “in prescribed form” and substituting “in the form provided by the Director”.

6 Subsection 116(1) of the Act is amended by striking out “in prescribed form” and substituting “in the form provided by the Director”.

7 Subsection 119(2) of the Act is repealed and the following is substituted:

119( 2) Restated articles of incorporation shall be sent to the Director in the form provided by the Director.

8 Subsection 124(1) of the Act is repealed and the following is substituted:

124( 1) Subject to subsection 122(6), after an amalgamation has been adopted under section 122 or approved under section 123, articles of amalgamation shall be sent to the Director in the form provided by the Director together with the documents required by sections 17 and 64.

9 Subsection 126(2) of the Act is repealed and the following is substituted:

126( 2) Articles of continuance shall be sent to the Director in the form provided by the Director together with the documents prescribed by sections 17 and 64.

10 Subsection 129(1) of the Act is amended by striking out “in prescribed form” and substituting “in the form provided by the Director”.

11 Subsection 132(4) of the Act is repealed and the following is substituted:

132( 4) After a reorganization has been made, articles of reorganization shall be sent to the Director in the form provided by the Director together with the documents required by sections 17 and 71, if applicable.

12 Subsection 136(3) of the Act is repealed and the following is substituted:

136( 3) Articles of revival shall be sent to the Director in the form provided by the Director.

13 Subsection 137(4) of the Act is repealed and the following is substituted:

137( 4) Articles of dissolution shall be sent to the Director in the form provided by the Director.

14 Section 138 of the Act is amended

(a) by repealing subsection (4) and substituting the following:

138( 4) A statement of intent to dissolve shall be sent to the Director in the form provided by the Director.

(b) in subsection (10) by striking out “in prescribed form” and substituting “in the form provided by the Director”;

138( 14) Articles of dissolution shall be sent to the Director in the form provided by the Director.

15 Subsection 140(4) of the Act is amended

(a) in paragraph (a) by striking out “in prescribed form”;

(b) in paragraph (b) by striking out “in prescribed form”.

16 The Act is amended by adding after section 185 the following:

Forms provided by the Director

185.1( 1) The Director may prescribe the form and content of the forms that are required to be sent to the Director under this Act, including prescribing whether a signature is required and any additional requirements respecting signatures.

185.1( 2) The Director may, in the forms referred to in subsection (1), request personal information either directly from an individual to which the information relates, or indirectly, from any other person authorized to complete the form.

185.1( 3) The Regulations Act does not apply to forms or requirements referred to in subsection (1).

185.1( 4) If there is a conflict or an inconsistency between a form referred to in subsection (1) and this Act or any regulation made under this Act, this Act or the regulation made under this Act prevails.

17 Subsection 187(1) of the Act is amended by striking out “in the prescribed form” and substituting “in the form provided by the Director”.

18 Section 193 of the Act is amended by repealing paragraph (a) of the definition “attorney for service” or “attorney” and substituting the following:

(a) consents, in the form provided by the Director, to act as an extra-provincial corporation’s attorney for service, and

19 Subsection 194(4) of the Act is amended

(a) by repealing paragraph (a) and substituting the following:

(a) send to the Director the appointment of its attorney for service in the form provided by the Director, and

(b) in paragraph (b) by striking out “in the prescribed form” and substituting “in the form provided by the Director”.

20 Subsection 196(4) of the Act is amended in the portion following paragraph (b) by striking out “in the prescribed form” and substituting “in the form provided by the Director”.

21 Section 197 of the Act is amended

(a) in subsection (1) by striking out “in the prescribed form” and substituting “in the form provided by the Director”;

(b) in paragraph (2)(a) by striking out “in prescribed form” and substituting “in the form provided by the Director”.

22 Subsection 200(1) of the Act is amended by striking out the portion preceding paragraph (a) and substituting the following:

200( 1) On receipt of the statement referred to in section 197, any other documents required by that section and the prescribed fee for an application for registration from an extra-provincial corporation, the Director shall, unless otherwise specifically provided,

23 Section 201 of the Act is amended

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

201( 3) On receipt of an application in a form provided by the Director accompanied by the prescribed reinstatement fee, in addition to any other fees, notices and documents required to be sent to the Director, the Director may reinstate the registration of an extra-provincial corporation that was cancelled under paragraph (1)(a).

(b) in subsection (3.1) by striking out “in the prescribed form”.

24 Section 203 of the Act is amended

(a) in subsection (1) by striking out “in the prescribed form” and substituting “in the form provided by the Director”.

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

203( 3) An attorney shall send to the Director without delay a notice of any change of the attorney’s address in the form provided by the Director and the Director shall file the notice.

25 Section 206 of the Act is amended

(a) in the portion preceding paragraph (1)(a) by adding “, in the form provided by the Director” after “Director”;

(b) in subsection (3) by striking out “in the prescribed form”.

26 Subsection 207(1) of the Act is amended by striking out “in the prescribed form” and substituting “in the form provided by the Director”.

27 Section 209 of the Act is amended

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

209( 1) A registered extra-provincial corporation shall, annually, on or before the last day of the month following the anniversary month, send to the Director an annual return, in the form provided by the Director, signed by a director or an officer of the extra-provincial corporation and the Director shall file it.

(b) in subsection (2) by striking out “in prescribed form” and substituting “in the form provided by the Director”;

28 Section 209.1 of the Act is amended in the portion following paragraph (b) by adding “in the form provided by the Director” after “notice of such issuance”.

29 This Act comes into force on a day to be fixed by proclamation.