Bill 24 - An Act to Amend the Business Corporations Act

BILL 24

An Act to Amend the Business Corporations Act

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

1( 1) The title of the French version of the Business Corporations Act, chapter B-9.1 of the Acts of New Brunswick, 1981, is repealed and the following is substituted:

Loi sur les sociétés par actions

1( 2) If in any Act, other than this Act, or in any regulation, rule, order, by-law, agreement of other instrument or document, reference is made to the Loi sur les corporations commerciales, it shall be read, unless the context otherwise requires, as a reference to the Loi sur les sociétés par actions.

2 Section 1 of the Act is amended

(a) in subsection (1)

( i) by repealing the definition “body corporate”;

( ii) by repealing the definition “corporation”;

( iii) by repealing the definition “extra-provincial corporation”;

( iv) by repealing the definition “auditor” and substituting the following:

“auditor” includes a partnership of auditors or an auditor that is incorporated; (vérificateur)

( v) by repealing the definition “beneficial interest” or “beneficial ownership” and substituting the following:

“beneficial interest” or “beneficial ownership” includes ownership through a trustee, personal representative, agent or other intermediary and, in the case of a security, includes the interest of an entitlement holder, as defined in the Securities Transfer Act, with respect to that security, but does not include the interest of an entitlement holder that is a securities intermediary, as defined in the Securities Transfer Act, that has established a security entitlement, as defined in the Securities Transfer Act, in favour of its entitlement holder with respect to that security; (droit à titre de bénéficiaire) (propriété à titre de bénéficiaire)

( vi) by repealing the definition “person” and substituting the following:

“person” means an individual, partnership, association, body corporate or personal representative; (personne)

( vii) by repealing the definition “security interest” and substituting the following:

“security interest” means an interest or right in or charge on property of a corporation to secure payment of a debt or performance of any other obligation of the corporation; (sûreté)

( viii) in the definition “associate”

( A) in paragraph a) of the French version by striking out “un corps constitué dont cette personne” and substituting “une personne morale dont elle”;

( B) in paragraph b) of the French version by striking out “un associé de cette personne” and substituting “son associé”;

( C) in paragraph c) of the French version by striking out “une fiducie ou des biens dans lesquels cette personne” and substituting “une fiducie ou des biens dans lesquels elle”;

( D) by repealing paragraph (d) and substituting the following:

(d) a spouse of that person or an individual who is cohabiting with that person in a conjugal relationship, having so cohabited for a period of at least one year,

( E) by adding after paragraph (d) the following:

(d.1) a child of that person or of the spouse or individual referred to in paragraph (d), and

( F) by repealing paragraph (e) and substituting the following:

(e) a relative of that person or of the spouse or individual referred to in paragraph (d), if that relative has the same residence as that person;

( ix) in the definition “unanimous shareholder agreement” by striking out “in subsection 99(2)” and substituting “in subsection 99(1)”;

( x) in the French version of the definition « affilié » by striking out “un corps constitué affilié” and substituting “une personne morale affiliée”;

( xi) by adding the following definitions in alphabetical order:

“body corporate” includes a company or other body corporate wherever or however incorporated; (personne morale)

“certificated security” means a certificated security as defined in the Securities Transfer Act; (valeur mobilière avec certificat)

“corporation” means a body corporate incorporated or continued under this Act or to which this Act applies and not discontinued under this Act; (société) (société par actions)

“extra-provincial corporation” means a body corporate incorporated or created otherwise than by or under an Act of the Legislature; (société extraprovinciale)

“personal representative” means a person who stands in place of and represents another person, including a trustee, an executor, an administrator, a liquidator of a succession, an attorney for property, an administrator of the property of others, a guardian or tutor, a curator, a receiver or an agent; (représentant personnel)

“uncertificated security” means an uncertificated security as defined in the Securities Transfer Act; (valeur mobilière sans certificat)

“warrant” means any certificate or other evidence of a conversion privilege, option or right to acquire a share or other security of a corporation. (bon de souscription )

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

1( 2) Pour l’application de la présente loi :

a) une personne morale est affiliée à une autre si elle est sa filiale, ou vice versa, ou si elles sont toutes deux les filiales de la même personne morale, ou encore si elles sont chacune contrôlées par la même personne;

b) sont réputées être affiliées l’une à l’autre les deux personnes morales qui sont simultanément affiliées à la même personne morale.

1( 3) For the purposes of this Act, a body corporate is controlled by a person or by two or more bodies corporate if

(a) securities of the body corporate to which are attached more than 50% of the votes that may be cast to elect directors of the body corporate are held, other than by way of security only, by or for the benefit of that person or by or for the benefit of those bodies corporate, and

(b) the votes attached to those securities are sufficient, if exercised, to elect a majority of the directors of the body corporate.

(d) by repealing subsection (4) of the French version and substituting the following:

1( 4) Est la société mère d’une personne morale celle qui la contrôle.

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

1( 5) A body corporate is a subsidiary of another body corporate if

(a) it is controlled by

( i) that other body corporate,

( ii) that other body corporate and one or more bodies corporate, each of which is controlled by that other body corporate, or

( iii) two or more bodies corporate, each of which is controlled by that other body corporate, or

(b) it is a subsidiary of a body corporate that is a subsidiary of that other body corporate.

3 Section 2 of the French version of the Act is amended

(a) in subsection (1)

( i) in paragraph a) by striking out “à tout corps constitué prorogé” and substituting “à toute personne morale prorogée”;

( ii) in paragraph b) by striking out “tout corps constitué avec capital social constitué en corporation” and substituting “toute personne morale avec capital social constituée”;

( iii) by repealing paragraph c) and substituting the following:

c) cinq ans après l’entrée en vigueur de la présente loi, à toute autre personne morale avec capital social constituée sous le régime d’une loi générale ou spéciale de la Législature, à l’exception de celle à laquelle s’applique l’article 16 ou 18 de la Loi sur les compagnies ou qui est constituée en vertu de la partie 2 de cette loi ou qui y est soumise, auquel cas cette personne morale est réputée avoir été prorogée en vertu de la présente loi.

(b) in subsection (2) by striking out “un corps constitué dont la constitution en corporation” and “ou dont la constitution en corporation” and substituting “une personne morale dont la constitution” and “ou dont la constitution”, respectively;

2( 3) Une personne morale constituée ou prorogée sous le régime de la Loi sur les compagnies, à l’exception de celle à laquelle s’applique l’article 16 ou 18 de cette loi ou qui est constituée en vertu de la partie 2 de cette loi ou qui y est soumise, peut demander un certificat de prorogation en application de l’article 192.

(d) in subsection (4) by striking out “Un corps constitué en corporation” and substituting “Une personne morale constituée”;

(e) in subsection (5) by striking out “un corps constitué en corporation” and “du corps constitué” and substituting “une personne morale constituée” and “de la personne morale”, respectively;

(f) in paragraph (8)a) by striking out “un corps constitué visé” and substituting “une personne morale visée”.

4 Section 3 of the Act is amended

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

3( 1) One or more individuals may incorporate by signing articles of incorporation and complying with section 4 if

(a) they are not less than 19 years of age,

(b) they have not been found incapable of managing their affairs by a court or tribunal in Canada or elsewhere, and

(b) in subsection (2) of the French version by striking out “Un ou plusieurs corps constitués” and substituting “Une ou plusieurs personnes morales”.

5 Paragraph 4(1)(d) of the Act is repealed and the following is substituted:

(d) if the issue, transfer or ownership of the shares of the corporation is to be restricted, a statement to that effect and a statement as to the nature of the restrictions;

6 Section 6 of the Act is repealed and the following is substituted:

6( 1) Subject to subsection (2), on receipt of articles of incorporation, the Director shall issue a certificate of incorporation.

6( 2) The Director may refuse to issue a certificate of incorporation if the information required in a notice under subsection 17(2) or 64(1) indicates that the corporation, if it came into existence, would not be in compliance with this Act.

7 Section 8 of the Act is amended

(a) in subsection (2) of the French version by striking out “tout corps constitué prorogé” and substituting “toute personne morale prorogée”;

(b) by repealing subsection (6).

8 Subsection 10(1) of the Act is amended

(a) in paragraph a) of the French version by striking out “d’un corps constitué enregistré” and “le corps constitué” and substituting “d’une personne morale enregistrée” and “la personne morale”, respectively;

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

(a.1) that is the name of a body corporate incorporated by or under an Act of the Parliament of Canada;

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

13( 4) Paragraphs (3)(a.2) and (a.3) do not apply so as to restrict

(a) a professional corporation as defined in the Law Society Act, 1996, in relation to the practice of law or the provision of services directly associated with the practice of law,

(b) a corporation that is not offering its services to the public

( i) from acting as a trustee of a trust, and

( ii) from acting as an executor of a deceased person’s estate.

10 Section 14 of the Act is amended by adding the following after subsection (3):

14( 4) When one individual is the sole shareholder of the corporation and also the sole director, no act of the corporation is invalid by reason only that the act is contrary to the by-laws or articles of the corporation.

11 Paragraph 16(f) of the Act is amended by striking out “financial assistance referred to in section 43 or”.

12 Section 17 of the Act is amended by adding after subsection (1) the following:

17( 1.1) No corporation shall designate a post office box as a registered office.

13 Section 18 of the Act is amended

(a) in paragraph (1)(d) by striking out “share register” and substituting “securities register”;

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

18( 1.1) Despite subsection (1), when the shares of any class or series are issued by a reporting issuer as defined in the Securities Act and the articles of the corporation so permit, a corporation may prepare and maintain its securities register at a place within or outside Canada.

(c) in subsection (3) of the French version by striking out “corps constitués prorogés” and substituting “personnes morales prorogées”.

14 Section 19 of the Act is amended by adding after subsection (1) the following:

19( 1.1) Instead of allowing an examination under subsection (1), a corporation may provide a paper copy or electronic copy of the securities register referred to in the records described in subsection 18(1).

15 The heading “Corporate seal — not affixed” preceding section 21 of the Act is repealed and the following is substituted:

Corporate seal

16 Section 21 of the Act is repealed and the following is substituted:

21( 1) A corporation may adopt one or more corporate seals, and may change a corporate seal that is adopted.

21( 2) An instrument or agreement executed on behalf of a corporation by a director, an officer or an agent of the corporation is not invalid merely because a corporate seal is not affixed to it.

17 Section 22 of the Act is amended by adding after subsection (3) the following:

22( 3.1) The articles may provide that

(a) two or more classes of shares may have the same rights, privileges, restrictions and conditions, and

(b) if a class of shares is issued in series, two or more series within the class of shares may have the same rights, privileges, restrictions and conditions.

18 Subsection 23(5) of the English version of the Act is amended by striking out “or past services that is” and substituting “or past services that are not less in value than”.

19 Section 24 of the Act is repealed and the following is substituted:

24 For the purposes of sections 23 and 25, property does not include a promissory note or a promise to pay that is made by a person to whom a share is issued, or a person who does not deal at arm’s length, within the meaning of that expression in the Income Tax Act (Canada), with a person to whom a share is issued.

20 Section 25 of the Act is amended

(a) in subsection (4)

( i) in paragraph (a)

( A) in subparagraph (i) by striking out “Income Tax Act, chapter 148 of the Revised Statutes of Canada, 1952” and substituting “Income Tax Act (Canada)”;

( B) by repealing subparagraph (ii) and substituting the following:

( ii) shares of, or another interest or right in, a body corporate that immediately before the exchange, or that because of the exchange, did not deal with the corporation at arm’s length within the meaning of that expression in the Income Tax Act (Canada), or

( ii) in paragraph b) of the French version by striking out “d’un corps constitué” and “du corps constitué issu” and substituting “d’une personne morale” and “de celle issue”, respectively;

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

25( 6) An amount that a corporation proposes to add to a stated capital account it maintains in respect of a class or series of shares shall be approved by special resolution, unless all the issued and outstanding shares are shares of not more than two classes of convertible shares referred to in subsection 37(3), if

(a) the amount to be added was not received by the corporation as consideration for the issue of shares, and

(b) the corporation has issued any outstanding shares of more than one class or series.

25( 7) Subject to subsection (6), when a body corporate is continued under this Act it shall add to a stated capital account

(a) any consideration received by it for a share it issued without nominal or par value, and

(b) an amount, including premiums, it credited to a retained earning account or other surplus accounts.

(d) in subsection (8) of the French version by striking out “par un corps constitué lorsqu’il est prorogé en vertu de la présente loi avant sa prorogation” and substituting “avant la prorogation d’une personne morale en vertu de la présente loi”;

(e) in subsection (9) of the French version by striking out “un corps constitué” and “qu’il a émises” and substituting “une personne morale” and “qu’elle a émises”, respectively;

(f) by repealing subsection (10).

21 Section 26 of the Act is amended

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

26( 1) The articles may authorize, subject to any limitations set out in them, the issue of any class of shares in one or more series and may do either or both of the following:

(a) fix the number of shares in, and determine the designation, rights, privileges, restrictions and conditions attached to the shares of, each series; and

(b) authorize the directors to fix the number of shares in, and determine the designation, rights, privileges, restrictions and conditions attached to the shares of, each series.

(b) in subsection (4) by striking out “under this section” and substituting “under paragraph (1)(b)”.

22 Section 27 of the Act is amended

(a) in subsection (1) of the French version in the definition « institution financière » by striking out “tout corps constitué” and substituting “toute personne morale”;

(b) in subsection (2) of the English version by striking out “its equity shares of any class of any shares or other securities” and substituting “its equity shares of any class or any shares or other securities”;

(c) in subsection (3) of the English version by striking out “its voting shares of any class or any shares” and substituting “its voting shares of any class or any shares or other securities convertible into or carrying rights”;

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

27( 8) On or after the coming into force of this section, this section does not apply to corporations whose securities are listed on an exchange recognized by a Canadian securities regulatory authority as defined under securities legislation.

(e) by adding after subsection (8) the following:

27( 9) On or after the coming into force of this subsection, this section does not apply to

(a) a corporation incorporated under this Act, unless the articles otherwise provide,

(b) a body corporate continued under section 126, unless the articles of continuance otherwise provide, and

27( 10) A corporation may remove preemptive rights provided for in subsections (2) and (3) by special resolution.

27( 11) The holders of a class or a series of shares are entitled to vote separately as a class or series on the special resolution under subsection (10) if the removal of the preemptive rights would affect the holders of shares of that class or series of shares in a manner different from the holders of shares of another class or series.

27( 12) Subsection (10) applies whether or not shares of a class or series otherwise carry the right to vote.

27( 13) A special resolution under this section is adopted when the holders of the shares of each class or series entitled to vote separately on the special resolution as a class or series have approved the special resolution.

27( 14) The removal of the preemptive rights of a shareholder to all shares or other securities of the corporation shall be effective on the date the special resolution is adopted or on a later date specified in the resolution.

27( 15) A shareholder who has voted against the special resolution may, within 20 days after the resolution has been adopted, demand payment of the fair value of their shares, and the provisions of section 131 apply with the necessary modifications.

27( 16) When the articles so provide, the provisions of this section apply, except to the extent the provisions are inconsistent with the articles.

23 Section 29 of the Act is repealed and the following is substituted:

29( 1) Subject to sections 30 to 33, a corporation shall not hold shares in itself or in its holding body corporate.

29( 2) Unless its articles provide otherwise, a subsidiary of a corporation may purchase or acquire shares of the corporation of which it is a subsidiary.

29( 3) A subsidiary of a corporation shall not purchase or acquire any of the shares of its holding body corporate if there are reasonable grounds for believing that the subsidiary is, or would after the payment be, unable to pay its liabilities as they become due.

29( 4) On application of a director of the holding body corporate or the purchasing or acquiring subsidiary, the Court may declare if the purchase or acquisition contravenes subsection (3).

29( 5) A purchase or acquisition of shares by a subsidiary of a corporation of its holding body corporate is not invalid by reason only that it contravenes subsection (1).

24 Section 30 of the Act is repealed and the following is substituted:

30( 1) A corporation may, in the capacity of a personal representative, hold shares in itself or in its holding body corporate unless it or the holding body corporate or a subsidiary of either of them has a beneficial interest in the shares.

30( 2) A corporation may hold shares in itself or in its holding body corporate by way of security for the purposes of a transaction entered into by it in the ordinary course of a business that includes the lending of money.

30( 3) A corporation holding shares in itself or in its holding body corporate shall not vote or permit those shares to be voted unless the corporation holds the shares in the capacity of a personal representative.

30( 4) A corporation shall not permit any of its subsidiary bodies corporate holding shares in the corporation to vote, or permit those shares to be voted, unless the subsidiary body corporate holds the shares in the capacity of a personal representative.

25 Paragraph 32(3)(b) of the Act is repealed and the following is substituted:

(b) the realizable value of the corporation’s assets would after the payment be less than the aggregate of

( i) its liabilities, and

( ii) the amount required for payment on a redemption or in a liquidation of all shares the holders of which have the right to be paid before the holders of the shares to be purchased or acquired, to the extent that the amount has not been included in its liabilities.

26 Subparagraph 33(2)(b)(ii) of the Act is repealed and the following is substituted:

( ii) the amount that would be required to pay the holders of shares that have a right to be paid, on a redemption or in a liquidation, rateably with or before the holders of the shares to be purchased or redeemed, to the extent that the amount has not been included in its liabilities.

27 Section 34 of the Act is repealed and the following is substituted:

34 A corporation may accept from any shareholder a share of the corporation surrendered to it as a gift but may not extinguish or reduce a liability in respect of an amount unpaid on any such share except in accordance with section 35.

28 Section 35 of the Act is amended

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

35( 1) Subject to subsection (3), a corporation may by special resolution reduce its stated capital for any purpose, including for the purpose of

(a) extinguishing or reducing a liability in respect of an amount unpaid on any share issued before a corporation is continued,

(b) distributing to the holder of an issued share of any class or series of shares an amount not exceeding the stated capital of the class or series, and

( i) an amount that is not represented by realizable assets, or

( ii) an amount otherwise determined in respect of which no amount is to be distributed to holders of issued shares of the corporation.

(b) in subsection (3) in the portion preceding paragraph (a) by striking out “paragraph (1)(a)” and substituting “paragraph (1)(c)”;

29 Subsection 37(4) of the English version of the Act is amended by striking out “have been changed” and substituting “have been converted or changed”.

30 Section 39 of the Act is amended

(a) in subsection (1) by striking out “section 31 or 32” and substituting “section 31, 32 or 33”;

(b) in subsection (2) by striking out “section 31 or 32” and substituting “section 31, 32 or 33”;

39( 3) Until the corporation has fulfilled all its obligations under a contract referred to in subsection (1), the other party to that contract retains the status of claimant and is entitled to be paid as soon as the corporation is lawfully able to do so or, in a liquidation, to be ranked subordinate to the rights of creditors and to the rights of the holders of any class of shares whose rights were in priority to the rights given to the holder of the class of shares the person purchased but in priority to the rights of the other shareholders.

31 Section 43 of the Act is repealed and the following is substituted:

43( 1) In this section, “financial assistance” means financial assistance by means of a loan, a guarantee or the provision of security or otherwise.

43( 2) Subject to any other provisions of this Act or the regulations, a corporation may give financial assistance to any person for any purpose.

32 Section 44 of the Act is amended

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

44( 2) The articles, by-laws or unanimous shareholder agreement may provide that the corporation has a lien on a share registered in the name of a shareholder or in the name of the shareholder’s personal representative for a debt of that shareholder to the corporation, including an amount unpaid in respect of a share issued by a body corporate on the date it was continued under this Act.

(b) in subsection (3) by striking out “its by-laws” and substituting “its articles, by-laws or a unanimous shareholder agreement”.

33 The Act is amended by adding before section 47 the following:

Certificated or uncertificated securities

46.1( 1) A security issued by a corporation may be represented by a security certificate or may be an uncertificated security.

46.1( 2) Unless otherwise provided by the corporation’s articles, the directors of a corporation may provide by resolution that any or all classes and series of its shares or other securities shall be uncertificated securities, provided that the resolution does not apply to securities represented by a certificate until the certificate is surrendered to the corporation.

46.1( 3) Within a reasonable time after the issuance or transfer of an uncertificated security, the corporation shall send to the registered holder of the uncertificated security a written notice containing the information required to be stated on a security certificate in accordance with subsections 47(4) and (10).

46.1( 4) Except as otherwise provided by law, the rights and obligations of the registered holders of uncertificated securities and the rights and obligations of the holders of certificated securities of the same class and series shall be identical.

34 Section 47 of the Act is amended

(a) by repealing subsection (1);

(b) in subsection (2) by striking out “a fee of not more than three dollars for a share certificate” and substituting “a reasonable administrative fee for a security certificate”;

47( 3) A corporation required to issue a security certificate is not required to issue more than one security certificate in respect of securities held jointly by several persons, and delivery of a certificate to one of several joint holders is sufficient delivery to all.

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

47( 4) A security certificate shall be signed by at least one of the following persons:

(a) a director or officer of the corporation;

(b) a registrar, transfer agent or branch transfer agent of the corporation or a person on behalf of that registrar or agent; and

(e) by repealing subsection (5);

(f) in subsection (9) of the French version by striking out “un corps constitué prorogé” and substituting “une personne morale prorogée”;

(g) by repealing subsection (13) and substituting the following:

47( 13) The directors may attach conditions to any scrip certificates issued by the corporation or on behalf of the corporation, including conditions that

(a) the scrip certificates become void if not exchanged for a certificate or an uncertificated security representing a full share before a specified date, and

(b) any shares for which the scrip certificates are exchangeable may, despite any preemptive right, be issued by the corporation to any person and the proceeds thereof distributed rateably to the holders of the scrip certificates.

35 The heading “Share registers” preceding section 48 of the Act is repealed and the following is substituted:

Securities register

36 Section 48 of the Act is repealed and the following is substituted:

48( 1) A corporation shall prepare and maintain at its registered office or any other place in New Brunswick designated by the directors a securities register in which it records the securities issued by it in registered form, showing with respect to each class or series of securities,

(a) the names, alphabetically arranged, of persons who

( i) are or have been within six years registered as shareholders of the corporation, the address including the street and number, if any, of every person while a holder, and the number and class of shares registered in the name of the holder, and

( ii) are or have been within the past six years registered as holders of warrants of the corporation, other than warrants exercisable within one year from the date of issue, and the address, including the street and number, if any, of every person while a registered holder, and the class or series and number of warrants registered in the name of the holder, and

(b) the date and particulars of the issue of each security and warrant.

48( 2) A corporation shall prepare and maintain a register of transfers in which all transfers of securities issued by the corporation in registered form are maintained and the date and particulars of each transfer.

37 The Act is amended by adding the following after section 48:

Registers, general

48.1( 1) A corporation may appoint an agent to maintain a central securities register and branch securities registers.

48.1( 2) A central securities register shall be maintained by a corporation at its registered office or any other place in New Brunswick designated by the directors, and any branch securities register may be kept at any place in or outside of New Brunswick designated by the directors.

48.1( 3) A branch securities register shall only contain particulars of securities issued or transferred at that branch.

48.1( 4) Particulars of each issue or transfer of a security registered in a branch securities register shall also be kept in the corresponding central securities register.

48.1( 5) Registration of the issue or transfer of a security or warrant of the corporation in the central securities register or in the branch security registers is a complete and valid registration for all purposes.

48.1( 6) A corporation or a person appointed under section 48.2 is not required to produce

(a) any security certificate or warrant that is not in registered form, or

(b) any security certificate or warrant that is in registered form after six years,

( i) in the case of a security certificate, from the date of its cancellation,

( ii) in the case of a warrant, from the date of its transfer or exercise, whichever occurs first, or

( iii) in the case of a certificate representing a debt obligation, from the date of cancellation of the certificate.

Transfer agents

48.2 For each class of securities and warrants issued by it, a corporation may appoint

(a) a trustee, transfer agent or other agent to maintain the central securities register and the register of transfers and one or more persons or agents to maintain the branch securities registers,

(b) a registrar, trustee or agent to maintain a record of issued security certificates and warrants, and

(c) for the purposes of paragraphs (a) and (b), one person may be appointed in respect of all securities and warrants of the corporation or any class or classes.

38 Section 49 of the Act is repealed and the following is substituted:

49( 1) A corporation may, subject to sections 86, 87 and 90, treat the registered security holder as the person exclusively entitled to vote, to receive notices, to receive any interest, dividend or other payments in respect of the security, and otherwise to exercise all the rights and powers of an owner of the security.

49( 2) A corporation whose articles or unanimous shareholder agreement restrict the right to transfer its securities shall, and any other corporation may, treat a person referred to in paragraph (a), (b) or (c) as a registered security holder entitled to exercise all the rights of the security holder that the person represents, if that person furnishes evidence as described in subsection 87(1) of the Securities Transfer Act to the corporation that the person is,

(a) the executor, administrator, administrator with will annexed, estate trustee, heir or legal representative of the heirs, of the estate of a deceased registered security holder;

(b) a guardian, an attorney for property, committee, trustee, curator or tutor representing a registered security holder who is a minor, a person who is incapable of managing their affairs or a missing person; or

49( 3) A transfer of securities made by a sale under the Enforcement of Money Judgments Act or under an order or judgment of a court of competent jurisdiction, on furnishing the corporation with evidence of the sale or the order or judgment, shall be registered in the securities register of the corporation.

49( 4) If a person on whom the ownership of a security devolves by operation of law, other than a person referred to in subsection (2), furnishes proof of the person’s authority to exercise rights or privileges in respect of a security of the corporation that is not registered in the person’s name, the corporation shall treat the person as entitled to exercise those rights or privileges.

49( 5) A corporation is not required to inquire into the existence of, or see to the performance or observance of, any duty owed to a third person by a registered holder of any of its securities or by anyone whom it treats, as permitted or required by this section, as the owner or registered holder of its securities.

49( 6) When a security is issued to several persons as joint holders, on satisfactory proof of the death of one joint holder, the corporation may treat the surviving joint holders as owners of the security.

49( 7) Subject to any applicable law of Canada or a province or territory of Canada relating to the collection of taxes, a person referred to in paragraph (2)(a) is entitled to become a registered holder or to designate a registered holder, if the person deposits with the corporation or its transfer agent,

(a) the original grant of probate or of letters of administration, or a copy thereof certified to be a true copy by,

( i) the court that granted the probate or letters of administration,

( ii) a trust corporation incorporated under the laws of Canada or a province or territory of Canada, or

( iii) a lawyer or notary acting on behalf of the person; or

(b) in the case of transmission by notarial will in the Province of Quebec, a copy of the notarial will authenticated under the laws of that Province, together with,

( i) an affidavit or declaration of transmission made by the person stating the particulars of the transmission;

( ii) the security certificate that was owned by the deceased holder,

( A) in case of a transfer to the person, with or without the endorsement of that person, and

( B) in case of a transfer to any other person, endorsed in accordance with section 29 of the Securities Transfer Act, and

( iii) any assurance the issuer may require under section 87 of the Securities Transfer Act.

49( 8) Deposit of the documents required by subsection (7) empowers a corporation or its transfer agent to record in a securities register the transmission of a security from the deceased holder to a person referred to in paragraph (2)(a) or to any person that person may designate and, subsequently, to treat the person who thus becomes a registered holder as the owner of those securities.

49( 9) Subsections (6), (7) and (8) do not limit any right of a person to transfer securities or obtain registration of transfer in accordance with the Securities Transfer Act.

39 Subsection 50(2) of the Act is amended by repealing the portion preceding paragraph (a) and substituting the following:

50( 2) A corporation that has imposed restrictions on the transfer or ownership of a class or series of its shares shall not offer any of its shares of that class or series, or any shares convertible into shares of that class or series, to the public unless the restrictions are necessary

40 Paragraph 58(d) of the Act is amended by striking out “on behalf of whom” and substituting “on behalf of whom the receiver or receiver-manager”.

41 Section 59 of the Act is repealed and the following is substituted:

59 A receiver or receiver-manager shall

(a) without delay notify the Director of their appointment or discharge, who shall without delay cause to be published in The Royal Gazette notice of their appointment or discharge,

(b) without delay after their appointment, and from time to time after that, file with the Director a notice designating an office in New Brunswick where accounts of their administration are maintained;

(c) take into their custody and control the property of the corporation in accordance with the Court order or instrument under which they are appointed;

(d) open and maintain a bank account in their name as receiver or receiver-manager of the corporation for the money of the corporation coming under their control;

(e) keep detailed accounts of all transactions carried out as receiver or receiver-manager,

(f) keep accounts of their administration that shall be available at the office designated in paragraph (b) during usual business hours for inspection by the directors, shareholders and creditors who shall have the right to make extracts from the accounts,

(g) prepare at least once in every six month period after the date of their appointment financial statements of their administration, and

(h) on completion of their duties,

( i) render a final account of their administration

( ii) send a copy of the final report to each director of the corporation, and

( iii) retain a copy of the final report for a six-year period or any other shorter period ordered by the Court and provide access in accordance with paragraph (f).

42 The Act is amended by adding the following after section 59:

Director may request copy of account or report

59.1 On request of the Director, a receiver or receiver-manager shall without delay provide a copy of any account or report referred to in section 59.

43 Section 60 of the Act is repealed and the following is substituted:

60( 1) Subject to the articles, the by-laws and a unanimous shareholder agreement, the directors shall manage, or supervise the management of, the business and affairs of a corporation.

60( 2) A corporation shall have one or more directors.

60( 3) Subject to the articles, the number, and the minimum and maximum number, of directors shall be as from time to time specified by the by-laws.

60( 4) Despite subsection (3), a corporation that is a reporting issuer as defined in the Securities Act shall not have fewer than three directors.

44 Subsection 61(5) of the Act is repealed and the following is substituted:

61( 5) A shareholder entitled to vote at an annual meeting of the shareholders may, in accordance with section 89, make a proposal to make, amend or repeal a by-law and, if adopted by the shareholders at the meeting, the by-law, amendment or repeal is effective from the date of its adoption and requires no further confirmation by the shareholders.

45 Section 62 of the Act is amended

(a) in paragraph (1)(b) by striking out “share certificates” and substituting “security certificates”;

(b) in subsection (2) of the French version by striking out “un corps constitué” and substituting “une personne morale”;

62( 3.1) If all the directors have died before the first meeting of directors is held, the incorporator may send a notice of change of directors referred to in subsection 71(1) and set out the names and addresses of the new directors who will carry out the responsibilities as first directors of the corporation as set out in subsection (1).

46 Section 63 of the Act is amended

(a) in subsection (1)

( i) by repealing paragraph (b) and substituting the following:

(b) anyone who has been found incapable of managing their affairs by a court or tribunal in Canada or elsewhere;

( ii) by repealing paragraph (c) and substituting the following:

(c) a person who is not an individual, unless the person is a body corporate that meets the requirements of subsection (1.1);

( iii) in paragraph (e) by striking out “the Criminal Code, chapter C-34 of the Revised Statutes of Canada, 1970,” and substituting “the Criminal Code (Canada)”;

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

63( 1.1) A body corporate that holds voting shares of a corporation may serve as a director of the corporation if the body corporate is a corporation or an extra-provincial corporation that is registered or exempted from registration under Part XVII.

63( 1.2) The directors of a body corporate that is a director of a corporation are jointly and severally liable with the body corporate for all the obligations and liabilities of the body corporate arising from its position as a director of the corporation.

47 Section 64 of the Act is amended

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

64( 3) Despite subsection (2), if directors are not elected at the first meeting of shareholders, the incumbent directors continue in office until their successors are elected.

(b) by adding after subsection (3) the following:

64( 3.1) When directors are elected at a meeting of shareholders they may hold office for the same term, but any term shall expire no later than the close of the third annual meeting of shareholders following their election and, if they are not elected for an expressly stated term, they cease to hold office at the close of the first annual meeting of shareholders following their election.

64( 4) If a meeting of shareholders fails to elect the number or the minimum number of directors required by the articles or under section 60 by reason of a disqualification under subsection 63(1), the lack of consent under subsection 63(3) or a death of any candidates, the directors elected at that meeting may exercise all the powers of the directors if the number or the minimum number of directors elected constitutes a quorum.

48 Section 65 of the Act is amended

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

65( 5) Despite subsection 64(3.1), each director elected in a vote under this section ceases to hold office at the close of the first annual meeting of shareholders following their election.

(b) in subsection (6) by striking out “the number of directors” and substituting “the number, or the minimum or maximum number, of directors”;

65( 7) On or after the coming into force of this subsection, subsections (1) to (6) do not apply to

(a) a corporation incorporated under this Act, unless the articles otherwise provide,

(b) a body corporate continued under section 126, unless the articles of continuance otherwise provide, and

(c) a body corporate incorporated or created by or under another Act of the Legislature, unless that Act otherwise provides.

65( 8) On or after the coming into force of this section, a corporation may by a resolution of the holders of voting shares provide that subsections (1) to (6) do not apply to the corporation, unless the articles of the corporation expressly provide otherwise.

65( 9) The votes cast against a resolution under subsection (8) shall not be sufficient to have elected a director under this section.

65( 10) A resolution under subsection (8) shall be effective on the day the resolution is adopted or a later day as specified in the resolution.

49 Section 67 of the Act is amended by adding after subsection (3) the following:

67( 3.1) If all the directors have resigned or have been removed without replacement, a person who manages or supervises the management of the business and affairs of the corporation is deemed to be a director for the purposes of this Act.

67( 3.2) Subsection (3.1) does not apply to

(a) an officer who manages the business or affairs of the corporation under the direction or control of a shareholder or other person,

(b) a lawyer, accountant or other professional who participates in the management of the corporation solely for the purpose of providing professional services, or

(c) a trustee in bankruptcy, receiver, receiver-manager or secured creditor who participates in the management of the corporation or exercises control over its property solely for the purpose of the realization of security or, in the case of a trustee in bankruptcy, the administration of a bankrupt’s estate.

50 Section 69 of the Act is amended

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

69( 1) Subject to subsections (3) and (4), a quorum of directors may fill a vacancy among the directors, except a vacancy resulting from an increase in the number, or the minimum or maximum number, of directors or from a failure to elect the number or the minimum number of directors required by the articles or under section 60.

(b) in subsection (2) by striking out “the number of directors” and substituting “the number or the minimum number of directors”;

(a) subject to subsection (4), the remaining directors elected by that class or series may fill the vacancy except a vacancy resulting from an increase in the number, or the minimum or maximum number, of directors for that class or series or from a failure to elect the number or the minimum number of directors for that class or series; or

(d) by adding after subsection (5) the following:

69( 6) When the articles provide, the directors may appoint one or more additional directors who shall hold office for a term expiring not later than the close of the next annual meeting of shareholders, but the total number of directors so appointed may not exceed one third of the number of directors elected at the previous annual meeting of shareholders.

51 Subsection 70(2) of the Act is repealed and the following is substituted:

70( 2) The number, or the minimum or maximum number, of directors required by the articles or under section 60 may not be decreased if the votes cast against the motion to decrease would be sufficient to elect a director and the votes could be voted in accordance with subsection 65(1) at an election at which the same total number of votes were cast and the number or the minimum number of directors required by the articles or under section 60 were then being elected.

52 The Act is amended by adding after section 71 the following:

When notice no longer accurate

71.1( 1) When the address of a director is no longer accurate as set out in a notice of directors under subsection 64(1) or a notice of change of directors under subsection 71(1), a corporation

(a) may send a notice of change of directors to the Director, and the Director shall file the notice, and

(b) on the request of the Director, shall send a notice of change of directors to the Director within 60 days after the request, and the Director shall file the notice.

71.1( 2) A notice of change of directors referred to in subsection (1) shall be on a form provided by the Director under subsection 71(1) and shall include all current directors and their current addresses.

53 Section 72 of the Act is amended

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

72( 1) Unless the articles or the by-laws otherwise provide, the board of directors may meet at any place within or outside of New Brunswick and on the notice as the by-laws require.

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

72( 2) When the by-laws of the corporation provide, a director may by proxy appoint another director to act at a meeting of directors or a meeting of a committee of directors in the manner and to the extent authorized by the proxy, and the director giving the proxy is deemed to be present at the meeting if the proxyholder is present.

(c) in subsection (3) by striking out “the number of directors” and substituting “the number or the minimum number of directors”;

(d) in subsection (4) by striking out “in the by-laws” and substituting “in the articles or by-laws”;

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

72( 8) Unless otherwise provided in the articles or by-laws, a director may participate in a meeting of directors or of a committee of directors by means of telephone, electronic or other communication facilities that permit all persons participating in the meeting to communicate adequately with each other during the meeting, and a director participating in the meeting by those means is present at the meeting for the purposes of this Act.

54 Subsection 73(2) of the Act is amended

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

(b) fill a vacancy among the directors, or if an auditor has been appointed, in the office of auditor or appoint additional directors;

(b) by repealing paragraph (f) and substituting the following:

(f) pay a commission referred to in section 40 except as authorized by the directors;

55 Section 76 of the Act is amended

(a) by repealing paragraph (2)(d);

(b) in subsection (4) by striking out “43,”;

56 Section 77 of the Act is repealed and the following is substituted:

77( 1) A director or officer of a corporation shall disclose in writing to the corporation, or request to have entered in the minutes of meetings of directors the nature and extent of their interest, if the director or officer

(a) is a party to a material contract, proposed material contract, material transaction or proposed material transaction with the corporation, or

(b) is a director or an officer of or has a material interest in any person who is a party to a material contract, proposed material contract, material transaction or proposed material transaction with the corporation.

77( 2) The disclosure required by subsection (1) shall be made, in the case of a director, at the meeting at which a proposed contract or transaction is first considered, or if not,

(a) if the director was not at the time of the meeting interested in a proposed contract or transaction, at the first meeting after the director becomes interested,

(b) if the director becomes interested after a contract or transaction is made, at the first meeting after the director becomes interested, or

(c) if a person who is interested in a contract or transaction later becomes a director, at the first meeting after the person becomes a director.

77( 3) The disclosure required by subsection (1) shall be made, in the case of an officer who is not a director,

(a) immediately after the officer becomes aware that the contract or transaction or proposed contract or transaction is to be considered or has been considered at a meeting of directors,

(b) if the officer becomes interested after a contract or transaction is made, immediately after the officer becomes interested, or

(c) if a person who is interested in a contract or transaction later becomes an officer, immediately after the person becomes an officer.

77( 4) If a material contract or material transaction or proposed material contract or proposed material transaction is one that, in the ordinary course of the corporation’s business, would not require approval by the directors or shareholders, a director or officer shall disclose in writing to the corporation, or request to have entered in the minutes of meetings of directors, the nature and extent of the director’s or officer’s interest immediately after the director or officer becomes aware of the contract or transaction or proposed contract transaction.

77( 5) A director referred to in subsection (1) shall not attend any part of a meeting of directors during which the contract or transaction is discussed and shall not vote on any resolution to approve the contract or transaction unless the contract or transaction is

(a) one relating primarily to their remuneration as a director of the corporation or an affiliate,

(b) one for indemnity or insurance under section 81, or

77( 6) If no quorum exists for the purpose of voting on a resolution to approve a contract or transaction only because a director is not permitted to be present at the meeting by reason of subsection (5), the remaining directors shall be deemed to constitute a quorum for the purposes of voting on the resolution.

77( 7) When all the directors are required to make disclosure under subsection (1), the contract or transaction may be approved only by the shareholders.

77( 8) For the purposes of this section, a general notice to the directors by a director or officer disclosing that they are a director or officer of or have a material interest in a person, or that there has been a material change in the director’s or officer’s interest in the person, and that they are to be regarded as interested in any contract made or any transaction entered into with that person, is sufficient disclosure of interest in relation to the contract or transaction.

77( 9) The shareholders of the corporation may examine the portions of any minutes of meetings of directors or of committees of directors that contain disclosures under this section, and any other documents that contain those disclosures, during the usual business hours of the corporation.

77( 10) A director or officer referred to in subsection (1) is liable to account to the corporation and its shareholders for any profit made on the contract or transaction, unless

(a) the director or officer disclosed their interest in accordance with subsections (2), (3) and (4),

(b) after the disclosure, the contract or transaction was approved by the directors or the shareholders, and

(c) the director or officer establishes that the contract or transaction was reasonable and fair to the corporation at the time it was approved.

77( 11) When a director or officer of a corporation fails to comply with this section, the Court may, on the application of the corporation or a shareholder of the corporation, set aside the contract or transaction on any terms as it thinks fit and direct that the director or officer account to the corporation and its shareholders for any profit made on the contract or transaction.

77( 12) Despite anything in this section, a director or officer is not accountable to the corporation and its shareholders for any profit made on the contract or transaction

(a) if the contract or transaction is confirmed or approved by a majority of the votes cast by disinterested shareholders at a general meeting called for that purpose,

(b) if the nature and extent of the director’s or officer’s interest are declared and disclosed in reasonable detail in the notice calling the meeting, and

77( 13) This section does not apply to a director or officer of a corporation all of whose shares are owned by one person.

57 Paragraph 78(a) of the Act is repealed and the following is substituted:

(a) the directors may designate the offices of the corporation, appoint as officers persons of full capacity, specify their duties and delegate to them powers to manage the business and affairs of the corporation, except powers to do anything referred to in subsection 73(2);

58 Section 80 of the Act is amended

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

80( 3) A director is not liable under section 76, and has complied with their duties under subsection 79(2), if the director exercised the care, diligence and skill that a reasonably prudent person would have exercised in comparable circumstances, including reliance in good faith on

(a) financial statements of the corporation represented to the director by an officer of the corporation or a written report of the auditor of the corporation that fairly reflects the financial condition of the corporation,

(b) a report or advice of an officer or employee of the corporation, when it is reasonable in the circumstances to rely on the report or advice, or

(c) a report of a lawyer, accountant, engineer, appraiser or other person whose profession lends credibility to a statement made by the professional person.

(b) by adding after subsection (3) the following:

80( 4) A director has complied with their duties under subsection 79(1) if the director relied in good faith on

(b) a report or advice of an officer or employee of the corporation, when it is reasonable in the circumstances to rely on the report or advice, or

(c) a report of a lawyer, accountant, engineer, appraiser or other person whose profession lends credibility to a statement made by the professional person.

59 Section 81 of the Act is repealed and the following is substituted:

81( 1) A corporation may indemnify a director or officer of the corporation, a former director or officer of the corporation or another individual who acts or acted at the corporation’s request as a director or officer, or an individual acting in a similar capacity, of another entity, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the individual in respect of any civil, criminal, administrative, investigative or other proceeding in which the individual is involved because of that association with the corporation or other entity.

81( 2) A corporation may advance moneys to a director, officer or other individual for the costs, charges and expenses of a proceeding referred to in subsection (1), but the individual shall repay the moneys if the individual does not fulfil the conditions set out in subsection (3).

81( 3) A corporation shall not indemnify an individual under subsection (1) unless the individual

(a) acted honestly and in good faith with a view to the best interests of the corporation or, as the case may be, to the best interests of the other entity for which the individual acted as director or officer or in a similar capacity at the corporation’s request, and

(b) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the individual had reasonable grounds for believing that the individual’s conduct was lawful.

81( 4) A corporation may, with the approval of the Court, indemnify an individual referred to in subsection (1), or advance moneys under subsection (2), in respect of an action by or on behalf of the corporation or other entity to procure a judgment in its favour, to which the individual is made a party because of the individual’s association with the corporation or other entity as described in subsection (1) against all costs, charges and expenses reasonably incurred by the individual in connection with the action, if the individual fulfils the conditions set out in subsection (3).

81( 5) Despite subsection (1), an individual referred to in that subsection is entitled to indemnity from the corporation in respect of all costs, charges and expenses reasonably incurred by the individual in connection with the defence of any civil, criminal, administrative, investigative or other proceeding to which the individual is subject because of the individual’s association with the corporation or other entity as described in subsection (1), if the individual seeking indemnity

(a) was not judged by the Court or other competent authority to have committed any fault or omitted to do anything that the individual ought to have done, and

(b) fulfils the conditions set out in subsection (3).

81( 6) A corporation may purchase and maintain insurance for the benefit of an individual referred to in subsection (1) against any liability incurred by the individual

(a) in the individual’s capacity as a director or officer of the corporation, or

(b) in the individual’s capacity as a director or officer, or a similar capacity, of another entity, if the individual acts or acted in that capacity at the corporation’s request.

81( 7) On application by a corporation, an individual or other person referred to in subsection (1) to the Court may make an order approving an indemnity under this section and any further order it thinks fit.

81( 8) On an application under subsection (7), the Court may order notice to be given to any interested person, and the person is entitled to appear and be heard in person or by counsel.

60 Section 83 of the Act is repealed and the following is substituted:

83( 1) The following definitions apply in this section.

“business combination” means an acquisition of all or substantially all the property of one body corporate by another or an amalgamation of two or more bodies corporate. (regroupement d’entreprises)

“corporation” means a corporation that is not a reporting issuer as defined in the Securities Act. (société)

“insider”, with respect to a corporation, means (initié)

(a) the corporation,

(b) an affiliate,

(d) a person who has a beneficial interest, directly or indirectly, of more than 10% of the voting securities of the corporation or who exercises control or direction over more than 10% of the votes attached to the voting securities of the corporation,

(e) a person employed or retained by the corporation, or

(f) a person who receives specific confidential information from a person described in this definition or in subsection (3), including a person described in this paragraph, and who has knowledge that the person giving the information is a person described in this definition or in subsection (3), including a person described in this paragraph.

“security” includes a warrant. (valeur mobilière)

83( 2) For the purposes of this section,

(a) a director or officer of a body corporate that is an insider of a corporation is deemed to be an insider of the corporation,

(b) a director or officer of a body corporate that is a subsidiary of the corporation is deemed to be an insider of its holding corporation;

(c) a person is deemed to have a beneficial interest in outstanding voting securities, as defined in the Securities Act, when a body corporate controlled by the person directly or indirectly has a beneficial interest in the voting securities, and

(d) a body corporate is deemed to have a beneficial interest in voting securities, as defined in the Securities Act, that are beneficially owned by its affiliate.

83( 3) For the purposes of this section,

(a) when a body corporate becomes an insider of a corporation or enters into a business combination with a corporation, a director or an officer of the body corporate or a shareholder of the body corporate who is a person referred to in paragraph (d) of the definition of “insider” in subsection (1) is deemed to have been an insider of the corporation for the previous six months or for any shorter period as they are a director, an officer or a shareholder of the body corporate, and

(b) when a corporation becomes an insider of a body corporate or enters into a business combination with a body corporate, a director or an officer of the body corporate or a shareholder of the body corporate who is a person referred to in paragraph (d) of the definition of “insider” in subsection (1) is deemed to have been an insider of the corporation for the previous six months or for any shorter period as they are a director, an officer or a shareholder of the body corporate.

83( 4) An insider who, in connection with a transaction in a security of the corporation or any of its affiliates, makes use of any specific confidential information for the insider’s own benefit or advantage that, if generally known, might reasonably be expected to affect materially the value of the security,

(a) is liable to compensate any person for any direct loss suffered by that person as a result of the transaction, unless the information was known or in the exercise of reasonable diligence should have been known to that person, and

(b) is accountable to the corporation for any direct benefit or advantage received or receivable by the insider as a result of the transaction.

83( 5) No action shall be brought under subsection (4) after two years from the day on which the plaintiff first knew or ought reasonably to have known that the conduct giving rise to the action took place.

61 Section 85 of the Act is repealed and the following is substituted:

85( 1) The directors of a corporation shall call an annual meeting of shareholders

(a) not later than 18 months after the date of its incorporation or, in the case of an amalgamated corporation, the date of its certificate of amalgamation, and

(b) subsequently, not later than 15 months after holding the last preceding annual meeting, but no later than six months after the end of the corporation’s preceding financial year.

85( 2) The directors of a corporation may at any time call a special meeting of shareholders.

85( 3) Despite subsection (1), the corporation may apply without notice to any person to the Court for an order extending the time in which the first or a subsequent annual meeting of shareholders shall be held.

85( 4) Despite subsection (1), when there is a resolution passed unanimously by all holders of voting shares, the corporation may extend the time by up to three months in which the first or a subsequent annual meeting of shareholders shall be held.

85( 5) Unless the articles or by-laws otherwise provide, a shareholder or any other person entitled to attend a meeting of shareholders may participate in the meeting by means of telephone or electronic or other communication facilities.

85( 6) If the directors of a corporation call a meeting of shareholders under this Act, the directors may determine that the meeting shall be held entirely by means of telephone or electronic or other communication facilities, unless the articles or the by-laws otherwise provide.

85( 7) A communication facility referred to in this section shall permit all participants to communicate adequately with each other during the meeting, and the shareholder or other person who, through those means, votes at the meeting or establishes a communications link to the meeting shall be deemed for the purposes of this Act to be present at the meeting and the corporation shall determine the manner of voting at that meeting.

62 Subsection 86(2) of the Act is amended by striking out “than fifty days or by less than twenty-one days ” and substituting “than 60 days or by less than 21 days”.

63 Section 87 of the Act is amended

(a) in subsection (1) in the portion preceding paragraph (a) by striking out “twenty-one days nor more than fifty days” and substituting “10 days nor more than 50 days”;

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

87( 1.1) In the case of a corporation that is not a reporting issuer as defined under the Securities Act, the notice of the time and place of a meeting of shareholders may be sent within a shorter period than the period set out in subsection (1) if specified in the articles or by-laws.

87( 1.2) The requirements of subsection (1) are deemed to be satisfied when a notice of a meeting of shareholders and any related documents are posted on a website that can be accessed by the shareholder without a fee payment and a notice is sent to the shareholder informing the shareholder that the notice of a meeting of shareholders and related documents have been posted and explaining how to access them.

87( 1.3) A corporation may send the notice informing the shareholder referred to in subsection (1.2) to the shareholder by electronic communication if

(a) the shareholder has consented to being sent the notice and any related documents by electronic communication,

(b) the articles provide for the sending of the notice and any related documents by electronic communication, or

87( 1.4) If a director or auditor has consented, the notice of a meeting of shareholders and any related documents may be provided to a director or auditor, as the case may be, in accordance with subsection (1.2) .

64 Section 89 of the Act is amended

(a) in subsection (3) by striking out “two hundred” and substituting “five hundred”;

(b) by repealing paragraph (5)(a) and substituting the following:

(a) if the proposal is not submitted to the corporation at least 90 days before the anniversary date of the notice of meeting that was sent to shareholders in connection with the previous annual meeting of shareholders;

65 Section 90 of the Act is amended

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

90( 2) A shareholder whose name appears on a list of shareholders prepared under subsection (1) is entitled to vote the shares shown opposite the shareholder’s name at the meeting to which the list relates.

(b) by repealing subsection (3);

66 Section 91 of the Act is amended

(a) in subsection (2) by striking out “his attorney authorized” and substituting “their personal representative”;

(b) by adding after subsection (4) the following:

91( 4.1) A shareholder or the shareholder’s personal representative may sign a proxy or a revocation of proxy.

67 Section 93 of the French version of the Act is amended

(a) in subsection (2) by striking out “d’un corps constitué” and substituting “d’une personne morale”;

(b) in subsection (3) by striking out “du corps constitué” and substituting “de la personne morale”.

68 Section 94 of the Act is amended by adding after subsection (2) the following:

94( 3) Unless a ballot is demanded, an entry in the minutes of a meeting to the effect that the chairperson of the meeting declared a resolution to be carried or defeated is, in the absence of evidence to the contrary, proof of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution.

69 Subsection 96(6) of the Act is amended by repealing the portion preceding paragraph (a) and substituting the following:

96( 6) Unless the requisitionists have not acted in good faith and in the interest of shareholders, the corporation shall

70 Section 97 of the Act is amended

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

97( 1) If for any reason it is impracticable to call a meeting of shareholders of a corporation in the manner in which meetings of those shareholders may be called or to conduct the meeting in the manner prescribed by the by-laws, the articles or this Act, or if for any other reason the Court thinks fit, the Court, on the application of a director or a shareholder entitled to vote at the meeting, may order a meeting to be called, held and conducted in any manner as the Court directs and may impose any terms on the order as the Court sees fits, including terms as to the security for the costs of holding the meeting.

(b) in subsection (2) by striking out “by-laws or this Act” and substituting “by-laws, articles or this Act”.

71 The Act is amended by adding after section 98 the following:

Pooling agreement

98.1 A written agreement between two or more shareholders may provide that in exercising voting rights the shares held by them shall be voted as provided in the agreement.

72 Section 99 of the Act is repealed and the following is substituted:

99( 1) An otherwise lawful written agreement among all the shareholders of a corporation, or among all the shareholders and one or more persons who are not shareholders, that restricts in whole or in part the powers of the directors to manage, or supervise the management of, the business and affairs of the corporation is valid.

99( 2) A unanimous shareholder agreement may provide that any amendment of the unanimous shareholder agreement may be effected in the manner specified in the agreement.

99( 3) If a person who is the beneficial owner of all the issued shares of a corporation makes a written declaration that restricts in whole or in part the powers of the directors to manage, or supervise the management of, the business and affairs of the corporation, the declaration is deemed to be a unanimous shareholder agreement.

99( 4) A purchaser or transferee of shares subject to a unanimous shareholder agreement shall be deemed to be a party to the agreement.

99( 5) A shareholder who is a party to a unanimous shareholder agreement has all the rights, powers, duties and liabilities of a director of a corporation, whether arising under this Act or otherwise, including any defences available to the directors, to which the agreement relates to the extent that the agreement restricts the discretion or powers of the directors to manage, or supervise the management of, the business and affairs of the corporation and the directors are relieved of their duties and liabilities to the same extent.

99( 6) Nothing in this section prevents shareholders from fettering their discretion when exercising the powers of directors under a unanimous shareholder agreement.

99( 7) A close corporation by-law under section 78 of the Companies Act shall be deemed to be a unanimous shareholder agreement for the purposes of this Act.

99( 8) If a unanimous shareholder agreement is in effect when a person who was not otherwise a party to the agreement acquires a share of the corporation, other than under subsection (1),

(a) the person who acquired the share shall be deemed to be a party to the agreement whether or not that person had actual knowledge of it when the person acquired the share, and

(b) neither the acquisition of the share nor the registration of that person as a shareholder operates to terminate the agreement.

99( 9) If a person referred to in subsection (8) is a purchaser for value without notice of the unanimous shareholder agreement and the transferor’s security certificate, if any, did not contain a reference to the unanimous shareholder agreement, the transferee may, within 60 days after the person actually receives a complete copy of the agreement, send to the corporation and the transferor a notice of objection.

99( 10) If a person sends a notice of objection under subsection (9), that person is entitled to

(a) rescind the contract under which the shares were acquired by giving notice to that effect to the corporation and the transferor within 60 days after the transferee actually receives a complete copy of the unanimous shareholder agreement, or

(b) demand that the transferor pay the transferee the fair value of the shares held by the transferee, determined as of the close of business on the day on which the transferee delivers the notice of objection to the corporation, in which case subsections 131(3), (15) and (16) apply, with the necessary modifications, as if the transferor were the corporation.

73 Paragraph 99.5(2)b) of the French version of the Act is amended by striking out “du corps constitué requérant” and substituting “de la personne morale requérante”.

74 The Act is amended by adding the following after section 100:

Exemption

100.1( 1) Despite any provisions under this Part, directors are exempted from the requirements to place financial statements described in subsection 100(1) before the shareholders at an annual meeting for a specific year

(a) if all of the shareholders of the corporation, whether or not their shares carry the right to vote, resolve by a resolution passed unanimously to exempt the directors from the requirements, or

(b) if an order of the Court exempts the directors from some or all of the requirements, to the extent and terms the Court considers appropriate.

100.1( 2) An exemption referred to in subsection (1) may be given before, on or after the date on which financial statements are required to be placed before the shareholders and is effective for those financial statements only.

75 Section 101 of the Act is amended

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

101( 1) A corporation shall keep at its registered office a copy of the financial statements of each of its subsidiary bodies corporate and of each body corporate the accounts of which are consolidated in the financial statements of the corporation.

(b) in subsection (2) by striking out “agents and legal representatives” and substituting “personal representatives”;

76 Section 103 of the Act is amended

(a) in subsection (1) by striking out “twenty-one days” and substituting “ten days”;

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

103( 1.1) Despite subsection (1), the requirement in that subsection shall be satisfied when the documents are posted on a website that can be accessed by the shareholder without a fee payment and a notice informing the shareholder is sent to the shareholder that the documents have been posted and explaining how to access them.

103( 1.2) A corporation may send the notice informing the shareholder referred to subsection (1.1) to the shareholder by electronic communication if

(a) the shareholder has consented to being sent that notice by electronic communication,

(b) the articles provide for the sending of that notice by electronic communication, or

77 Section 104 of the Act is amended

(a) by repealing subparagraph (2)(b)(iii) and substituting the following:

( iii) has been a receiver, receiver-manager, liquidator or trustee in bankruptcy of the corporation or any of its affiliates within two years after their proposed appointment as auditor of the corporation.

(b) by adding after subsection (2) the following:

104( 2.1) For the purposes of paragraph (2)(b), a person’s business partner includes a shareholder of that person.

78 Subsection 107(2) of the Act is repealed and the following is substituted:

107( 2) A vacancy created by the removal of an auditor may be filled at the meeting of the shareholders at which the auditor is removed or, if not so filled, may be filled in accordance with section 108.

79 Section 109 of the Act is amended

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

109( 5) An auditor may submit to the corporation a written statement giving the reasons for their resignation or the reasons why they oppose any proposed action or resolution if the auditor

(a) resigns,

(b) receives a notice or otherwise learns of a meeting of shareholders called for the purpose of removing them from office,

(c) receives a notice or otherwise learns of a meeting of directors or shareholders at which another person is to be appointed to fill the office of auditor, whether because of the resignation or removal of the incumbent auditor or because their term of office has expired or is about to expire, or

(d) receives a notice or otherwise learns of a meeting of shareholders at which no resolution is being proposed to appoint an auditor for the ensuing year.

(b) by adding after subsection (5) the following:

109( 5.1) The corporation is required to send a notice to the auditor at least 10 days in advance of a meeting of shareholders when a shareholder meeting, special meeting or otherwise, is called

(a) for the purpose of removing the auditor from office,

(b) for which another person is to be appointed to fill the office of auditor, whether because of the resignation or removal of the incumbent auditor or because the auditor’s term of office has expired or is about to expire, or

80 Subsection 110(2) of the French version is amended by striking out “d’un corps constitué” and substituting “d’une personne morale”.

81 Section 111 of the Act is amended by adding the following after subsection (2):

111( 3) A person who in good faith makes an oral or written communication under subsection (1) or (2) is not liable in any civil proceeding arising from having made the communication.

82 The Act is amended by adding after section 111 the following:

Errors in financial statements

111.1( 1) A director or an officer of a corporation shall without delay notify the auditor of any error or misstatement of which the director or officer becomes aware in a financial statement that the auditor or a former auditor has reported on.

111.1( 2) An auditor or former auditor of a corporation who is notified or becomes aware of an error or misstatement in a financial statement on which they have reported, if in their opinion the error or misstatement is material, shall inform each director accordingly.

111.1( 3) When under subsection (2) the auditor or former auditor informs the directors of an error or misstatement in a financial statement, the directors shall

(a) prepare and issue revised financial statements, or

(b) otherwise inform the shareholders.

83 Paragraph 113(1)(o) of the Act is amended by striking out “issue or transfer” and substituting “issue, transfer or ownership”.

84 Subsection 114(1) of the English version of the Act is amended by striking out “The directors” and substituting “A director”.

85 Paragraph 115(1)(h) of the Act is amended by striking out “on the transfer” and substituting “in the transfer or ownership”.

86 Subsection 118(1) of the Act is amended by striking out “are amended accordingly” and substituting “are amended accordingly on that date”.

87 Subsection 119(1) of the Act is repealed and the following is substituted:

119( 1) The directors may at any time, and shall when reasonably directed by the Director, restate the articles of incorporation.

88 Section 120 of the French version of the Act is amended by striking out “en holding” and substituting “mère”.

89 Subsection 121(1) of the French version of the Act is amended

(a) in subparagraph b)(iii) by striking out “tout corps constitué” and substituting “toute personne morale”;

(b) in paragraph c) by striking out “tout autre corps constitué” and substituting “toute autre personne morale”.

90 Section 123 of the Act is amended

(a) in subsection (1)

( i) in paragraph (a) by striking out “and” at the end of the paragraph;

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

(a.1) if all of the issued shares of each amalgamating subsidiary corporation are held by one or more of the other amalgamating corporations, and

( iii) in subparagraph (b)(ii) by striking out “except as may be prescribed” and substituting “except as permitted by subsection (1.1) or as prescribed”;

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

123( 1.1) The articles of amalgamation may provide that the corporate name set out in the articles of amalgamation is not the same as that set out in the articles of the amalgamating holding corporation.

( i) in the portion preceding paragraph a) of the French version by striking out “le même corps constitué en holding” and substituting “la même personne morale mère”;

( ii) in subparagraph (b)(ii) by striking out “except as may be prescribed” and substituting “except as permitted by subsection (2.1) or as prescribed”;

(d) by adding the following after subsection (2):

123( 2.1) Articles of amalgamation may differ from the articles of the amalgamating subsidiary corporation whose shares are not cancelled by providing for

(a) a different name, and

(b) a different number, or minimum or maximum number, of directors.

91 Paragraph 125(d) of the Act is amended by striking out “subsection 4(1)” and substituting “subsection 7(1)”.

92 Section 126 of the French version of the Act is amended

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

126( 1) Toute personne morale qui remplit l’une ou l’autre des exigences qui suivent peut demander un certificat de prorogation au Directeur :

a) elle est constituée en société en vertu des lois d’une autorité législative autre que le Nouveau-Brunswick et est autorisée à présenter une telle demande en vertu des lois de son lieu de constitution;

b) elle est constituée en société ou prorogée en vertu des lois de la province.

(b) in subsection (3) by striking out “le corps constitué a été constitué en corporation” wherever it appears and “les corps constitués en corporation” and substituting “la personne morale a été constituée” and “les personnes morales constituées”, respectively;

(c) in paragraph (5)a) by striking out “au corps constitué comme s’il avait été constitué en corporation” and substituting “à la personne morale comme si elle avait été constituée”;

(d) in subsection (6) by striking out “d’un corps constitué prorogé” and substituting “d’une personne morale prorogée”;

(e) in subsection (7)

( i) in the portion preceding paragraph a) by striking out “d’un corps constitué” and substituting “d’une personne morale”;

( ii) in paragraph a) by striking out “du corps constitué” and substituting “de la personne morale”;

( iii) in paragraph b) by striking out “un corps constitué” and “du corps constitué” and substituting “une personne morale” and “de la personne morale”, respectively;

( iv) in paragraph c) by striking out “le corps constitué” and substituting “la personne morale”;

(f) in subsection (8) by striking out “d’un corps constitué” and substituting “d’une personne morale”.

93 Section 127 of the Act is amended

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

127( 1.1) Despite subsection (1), the requirement under subsection (1) shall be satisfied when the proposed continuance is in another province or territory of Canada and the application is not prohibited by subsection (8).

(b) by adding the following after subsection (5):

127( 5.1) A corporation continued under the laws of another jurisdiction shall without delay send a notice to the Director that it has been continued under the laws of that jurisdiction.

( i) in the portion preceding paragraph a) by striking out “corps constitué” and substituting “personne morale”;

( ii) in paragraph a) by striking out “le corps constitué” and substituting “la personne morale”;

( iii) in paragraph b) by striking out “le corps constitué” and substituting “la personne morale”;

( iv) in paragraph d) by striking out “le corps constitué” and substituting “la personne morale”;

( v) in paragraph e) by striking out “du corps constitué” and substituting “de la personne morale”.

94 Section 128 of the Act is amended

(a) in subsection (1)

( i) in paragraph c) of the French version by striking out “d’un corps constitué” and substituting “d’une personne morale”;

( ii) in paragraph d) of the French version by striking out “un autre corps constitué” and “du corps constitué” and substituting “une autre personne morale” and “de la personne morale”, respectively;

( iii) in paragraph e) of the French version by striking out “d’un autre corps constitué” and substituting “d’une autre personne morale”;

( iv) in paragraph (g) by striking out “or” at the end of the paragraph;

( v) by adding after paragraph (g) the following:

(g.1) any other reorganization or scheme involving the business or affairs of the corporation, any of the holders of its securities or any options or rights to acquire any of its securities that is, at law, an arrangement; or

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

128( 1.1) For purposes of paragraphs (1)(d) and (e), the securities, money or other property for which the securities referred to in those paragraphs may be exchanged shall be financial assets as defined in the Securities Transfer Act.

(d) in subsection (4) by repealing the portion preceding paragraph (a) and substituting the following:

128( 4) If an arrangement can be effected under any other provision of this Act, an application may be made under this section for an arrangement, and the Court may make any interim or final order it thinks fit, including

(e) in subsection (5) by striking out “An applicant” and substituting “An applicant for an interim or final order”.

95 Section 129 of the Act is amended by adding after subsection (2) the following:

129( 3) An arrangement becomes effective on the date shown in the certificate of arrangement.

96 Section 130 of the Act is amended by adding the following after subsection (1):

130( 1.1) This section does not apply to a sale, lease or exchange of all or substantially all the property of a corporation

(a) that creates only a security interest,

(b) that, if a lease, does not have a term longer than three years or any option or right of renewal that could extend the lease period to more than three years,

( i) that is a wholly owned subsidiary of the corporation,

( ii) that is a holding body corporate of which the corporation is a wholly owned subsidiary, or

( iii) if the body corporate and the corporation are each wholly-owned subsidiaries of the same holding body corporate or are wholly owned by the same person, or

(d) to an individual who holds all the shares of the corporation or of a body corporate that holds all the shares of the corporation.

97 Section 131 of the Act is amended

(a) in subsection (1)

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

131( 1) Subject to sections 132 and 166, a holder of shares of any class of a corporation entitled to vote may dissent if the corporation is subject to an order under paragraph 128(4)(d) that affects the holder or if the corporation resolves to

( ii) in paragraph (a) by striking out “on the transfer of shares of a class” and substituting “on the issue, transfer or ownership of shares of a class”;

( iii) in paragraph (f) by striking out “under subsection 130(1)” and substituting “under subsection 140(1) and subsection (1.1) does not apply”;

(b) in subsection (2) by striking out “A holder of shares” and substituting “For the purposes of subsection 140(1), a holder of shares”;

131( 5.1) The execution or exercise of a proxy does not constitute a written objection to the resolution for the purposes of subsection (5).

(d) by adding after subsection (6) the following:

131( 6.1) A notice under subsection (6) shall set out the rights of the dissenting shareholder and the procedures to be followed to exercise those rights.

(e) in subsection (8) by striking out “send the certificates” and substituting “send the certificates, if any,”;

(f) in subsection (9) by striking out “to comply with subsection (8)” and substituting “to comply with subsection (5), (7) and (8)”;

(g) by adding after subsection (11) the following:

131( 11.1) A dissenting shareholder whose rights are reinstated under subsection (11) is entitled, on presentation and surrender to the corporation or its transfer agent of any security certificate that has been endorsed in accordance with subsection (10),

(a) to be issued, without payment of any fee, a new certificate representing the same number, class and series of shares as the certificate surrendered, or

(b) if a resolution is passed by the directors under section 46 with respect to that class and series of shares,

( i) to be issued the same number, class and series of uncertificated shares as represented by the certificate surrendered, and

( ii) to be sent the notice referred to in section 46.

131( 11.2) A dissenting shareholder whose rights are reinstated under subsection (11) and who held uncertificated shares at the time of sending a notice to the corporation under subsection (7) is entitled,

(a) to be issued the same number, class and series of uncertificated shares as those held by the dissenting shareholder at the time of sending the notice under subsection (7), and

(b) to be sent the notice referred to in section 46.

(h) in subsection (12) by striking out “not later than fourteen days” and substituting “not later than seven days”;

(i) by repealing subsection (27) and substituting the following:

131( 27) On application by a corporation that proposes to take any of the actions referred to in subsection (1) or (2), the Court may, if satisfied that the proposed action is not in all the circumstances one that should give rise to the rights arising under subsection (3), by order declare that those rights will not arise on the taking of the proposed action, and the order may be subject to compliance on the terms and conditions as the Court thinks fit.

(j) by repealing subsection (28).

98 Section 132 of the Act is amended

(a) by repealing paragraph (1)(b) and substituting the following:

(b) the Bankruptcy and Insolvency Act (Canada) or the Companies’ Creditors Arrangement Act (Canada) approving a proposal; or

(b) by repealing paragraph 3(a) and substituting the following:

(a) authorize the issue of debt obligations of the corporation, whether or not convertible into shares of any class or series or having attached any rights or options to acquire shares of any class or series, and fix the terms of the obligations; and

(d) in subsection (7) by striking out “of incorporation”.

99 Subsection 133(7) of the Act is repealed and the following is substituted:

133( 7) The offeree corporation shall be deemed to hold in trust for the dissenting shareholders the money or other consideration it receives under subsection (6), and the offeree corporation shall deposit the money in a separate account in a bank or other body corporate any of whose deposits are insured under the Canada Deposit Insurance Corporation Act (Canada), and shall place the other consideration in the custody of a bank or other similar body corporate.

100 The heading “Offer to all shareholders of the same class” preceding section 134 is repealed.

101 Section 134 of the Act is repealed.

102 Section 135 of the Act is repealed and the following is substituted:

135( 1) This Part, other than sections 136 and 139, does not apply to a corporation that is an insolvent person or a bankrupt as those terms are defined in section 2 of the Bankruptcy and Insolvency Act (Canada).

135( 2) Any proceedings taken under this Part to dissolve or to liquidate and dissolve a corporation shall be stayed if the corporation is at any time found, in a proceeding under the Bankruptcy and Insolvency Act (Canada), to be an insolvent person as defined in section 2 of that Act.

103 Section 136 of the Act is amended

(a) in subsection (1) by striking out “under section 139”;

(b) in subsection (2) by striking out “the body corporate revived” and substituting “the body corporate revived as a corporation under this Act”.

(c) in subsection (4.1) of the French version by striking out “d’un corps constitué” and “le corps constitué” and substituting “d’une personne morale” and “la personne morale”, respectively;

(d) in subsection (5) of the French version by striking out “un corps constitué est reconstitué” and “comme s’il n’avait pas été dissout ni déchu” and substituting “une personne morale est reconstituée” and “comme si elle n’avait pas été dissoute ni échue”, respectively;

(e) in paragraph (6)b) of the French version by striking out “le corps constitué” and substituting “la personne morale”.

104 Section 138 of the Act is amended

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

138( 1) The directors may propose or a shareholder who is entitled to vote at a meeting of shareholders may, in accordance with section 89 make a proposal for, the voluntary liquidation and dissolution of a corporation.

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

138( 3) A corporation may liquidate and dissolve by special resolution of the shareholders or, when the corporation has issued more than one class of shares, by special resolution of the holders of each class of shares whether or not they are entitled to vote.

105 Section 139 of the Act is amended

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

139( 1) Subject to subsections (2) and (3), the Director may dissolve the corporation by issuing a certificate of dissolution under this section, or the Director may apply to the Court for an order dissolving the corporation and in which case section 144 applies, when the corporation

(a) has not commenced business within three years after the date shown in its certificate of incorporation,

(b) has not carried on its business for three consecutive years,

(d) does not have any directors, unless the corporation is a corporation established without a board of directors within the meaning of Part XVII.1, or

(e) has not complied with section 17, subsection 18(1) or (4) or section 19 of this Act and has not rectified the non-compliance to the satisfaction of the Director within 60 days of being notified of the non-compliance by the Director.

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

139( 2) The Director shall not dissolve a corporation under this section unless the Director has

(a) sent by ordinary mail notice of the Director’s decision to dissolve the corporation to the corporation at its registered office or to its mailing or email address as indicated in the records of the Director, and

(b) published notice of the Director’s decision to dissolve the corporation in The Royal Gazette.

106 Subsection 141(1) of the Act is repealed and the following is substituted:

141( 1) On application of a shareholder, the Court may order the liquidation and dissolution of a corporation or any of its affiliated corporations,

(a) if the Court is satisfied that, in respect of a corporation or any of its affiliates,

( i) any act or omission of the corporation or any of its affiliates effects a result that is oppressive or unfairly prejudicial to the corporation or any of its affiliates or unfairly disregards the interests of any security holder, creditor, director or officer, or

( ii) the business or affairs of the corporation or any of its affiliates, or the powers of the directors, are or have been carried on or conducted in a manner that is oppressive or unfairly prejudicial to or unfairly disregards the interests of any security holder, creditor, director or officer, or

(b) if the Court is satisfied that

( i) a unanimous shareholder agreement entitles a complaining shareholder to demand dissolution of the corporation after the occurrence of a specified event and that event has occurred, or

( ii) it is just and equitable that the corporation should be liquidated and dissolved.

107 Paragraph 144(1)(n) of the Act is amended in the portion preceding subparagraph (i) by striking out “shareholder” and substituting “security holder”.

108 Subsection 146(1) of the Act is amended by striking out “any other corporation” and substituting “any other body corporate”.

109 Subsection 148(2) of the Act is repealed and the following is substituted:

148( 2) A liquidator is not liable if the liquidator exercised the care, diligence and skill that a reasonably prudent person would have exercised in comparable circumstances, including reliance in good faith on

(a) financial statements of the corporation represented to the liquidator by an officer of the corporation or in a written report of the auditor of the corporation fairly to reflect the financial condition of the corporation,

(b) a report or the advice of an officer or employee of the corporation, if it is reasonable in the circumstances to rely on the report or advice, or

(c) a report of a lawyer, accountant, engineer, appraiser or other person whose profession lends credibility to a statement made by that person.

110 Paragraph 150(1)a) of the French version of the Act is amended by striking out “d’un autre corps constitué” and substituting “d’une autre personne morale”.

111 Subsection 152(1) of the Act is amended by striking out “legal representatives” and substituting “personal representatives”.

112 Subsection 155(1) of the Act is amended by striking out “not less than ten per cent” and substituting “not less than 5 %”.

113 Paragraph 156(1)(b) of the Act is amended by striking out “, who may be the Director,” and substituting “, other than the Director,”.

114 Section 163 of the Act is amended in paragraph (a) of the definition “complaint” by striking out “share of a corporation” and substituting “security of a corporation”.

115 Subsection 164(1) of the French version of the Act is amended by striking out “un tel corps constitué” and “ce corps constitué” and substituting “une telle personne morale” and “cette personne morale”, respectively.

116 Paragraph 165(c) of the Act is repealed and the following is substituted:

(c) an order directing that any amount adjudged payable by a defendant in the action shall be paid, in whole or in part, directly to former and present security holders of the corporation or its subsidiary instead of to the corporation or its subsidiary; and

117 Section 166 of the Act is amended

(a) in subsection (2) in the portion following paragraph (c) by striking out “any shareholder” and substituting “any security holder”;

(b) in subsection (3)

( i) by repealing paragraph (e) and substituting the following:

(e) an order appointing directors in place of or in addition to all or any of the directors then in office;

( ii) by repealing paragraph (g) and substituting the following:

(g) an order directing a corporation, subject to subsection (6), or any other person, to pay a security holder any part of the monies that the security holder paid for securities;

(c) in subsection (6) in the portion preceding paragraph (a) by striking out “a shareholder” and substituting “a security holder”.

118 Section 168 of the Act is amended

(a) in subsection (1) by striking out “a shareholder” and substituting “a security holder”;

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

168( 1.1) An aggrieved person may apply to the Court for an order that the registers or records be rectified if

(a) the name of the person is alleged to be or to have been wrongly set out on a form filed with the Director under this Act,

(b) the name of a person is alleged to be or to have been wrongly deleted or omitted from a form filed with the Director under this Act, or

168( 2) An applicant under this section shall give the following persons notice of the application:

(a) the Director, and the Director, with leave of the Court, may appear and be heard in person or by counsel; and

(b) the corporation, and the corporation is entitled to appear and be heard in person or by counsel.

(d) in subsection (3)

( i) by repealing paragraph (b) and substituting the following:

(b) an order restraining the corporation from calling or holding a meeting of shareholders or paying a dividend or making any other distribution or payment to shareholders before the rectification;

( ii) by repealing paragraph (c) and substituting the following:

(c) an order determining the right of a party to the proceedings to have the party’s name entered or retained in, or deleted or omitted from, the registers or records of the corporation, whether the issue arises between two or more security holders or between the corporation and any security holders or alleged security holders;

( iii) in paragraph (d) by striking out the period and the end of the paragraph and substituting a semicolon;

( iv) by adding the following after paragraph (d):

(e) an order directing rectification of the registers or other records of the Director; and

(f) an order requiring the corporation to file a notice of change of directors with the Director.

119 Section 170 of the Act is repealed and the following is substituted:

170( 1) If the Director refuses to file any articles or other document required by this Act to be filed by the Director before the articles or other document become effective, the Director shall, within 20 days after receipt of the articles or other document by Director or 30 days after the Director receives any approval that may be required under any other Act, whichever is later, give written notice of the Director’s refusal, which shall state the reasons for the refusal, to the person who sent the articles or document.

170( 2) If the Director does not file or give written notice of the refusal to file any articles or document within the time referred to in subsection (1), the Director is deemed for the purposes of section 171 to have refused to file the articles or document.

120 Section 175 of the Act is amended

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

175( 2) When a body corporate commits an offence under subsection (1), any director or officer of the body corporate who knowingly authorized, permitted or acquiesced in the commission of the offence is a party to and commits the offence and on conviction is liable to the punishment provided for the offence, whether or not the body corporate has been prosecuted or convicted.

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

175( 3) No person is guilty of an offence under subsection (1) or (2) if the person did not know, and in the exercise of reasonable diligence could not have known, of the untrue statement or omission.

121 Section 177 of the Act is amended

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

177( 2) A director named in a notice sent by a corporation to the Director under section 64 or 71 and filed by the Director is presumed for the purposes of this Act to be a director of the corporation referred to in the notice.

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

177( 4) If a corporation sends a notice or document to a shareholder in accordance with subsection (1) and the notice or document is returned on two consecutive occasions because the shareholder cannot be found, the corporation is not required to send any further notices or documents to the shareholder until the shareholder informs the corporation in writing of their new address.

122 The Act is amended by adding the following after section 179:

Electronic signature

179.1 A requirement under this Act that a document be signed is satisfied by an electronic signature as defined in the Electronic Transactions Act.

123 Subsection 180(2) of the Act is repealed and the following is substituted:

180( 2) Except in a proceeding under section 140 to dissolve a corporation, a certificate referred to in subsection (1) or a certified copy of it, when introduced as evidence in any civil, criminal, administrative, investigative or other action or proceeding, is conclusive proof of the facts so certified without proof of the signature or official character of the person appearing to have signed the certificate.

124 Section 182 of the Act is amended by striking out “or photographic” and substituting “, photographic or electronic”.

125 Section 183 of the Act is repealed and the following is substituted:

183( 1) The Director may require that a document or a fact stated in a document required by this Act or the regulations to be sent to the Director shall be verified in accordance with subsection (2).

183( 2) A document or fact required by this Act or by the Director to be verified may be verified by affidavit or statutory declaration by any Commissioner of Oaths.

183( 3) When a corporation does not respond under subsection (1) within 60 days, the Director may give notice of intent to dissolve the corporation or to cancel the registration of an extra-provincial corporation and sections 139 and 201, as the case may be, apply with the necessary modifications.

126 The Act is amended by adding the following after section 183:

Director may require proof

183.1 The Director may require satisfactory proof from an incorporator or any person filing a document under this Act of the following:

(a) the identity and address of the incorporators;

(b) the identity and address of any persons named as first directors and that they are not disqualified from becoming first directors under this Act;

(d) any other fact stated in a document.

Directives

183.2( 1) In this section, “Corporate Registry” means the documents, records and information recording system maintained by the Director under which the Director maintains documents, records and information under this Act.

183.2( 2) The Director may from time to time issue written directives in relation to any document required by this Act to be filed and records required by this Act to be prepared and maintained and that are maintained by the Director in the Corporate Registry, and any corporation, body corporate, firm or other person shall comply with the written directive.

183.2( 3) The Regulations Act does not apply to directives referred to in subsection (2).

127 Subsection 184(1) of the Act is amended by striking out “The Lieutenant-Governor in Council” and substituting “Service New Brunswick”.

128 Section 185 of the Act is amended

(a) in subsection (1)

( i) in paragraph (g) by striking out “; or” and the end of the paragraph and substituting a period;

( ii) by repealing paragraph (h);

(b) by repealing subsection (2).

129 The Act is amended by adding the following after section 185.1:

Director’s use of email address

185.2( 1) The Director may use an email address for the purposes of communicating with the corporation and its personal representative or agent if

(a) the email address is provided by the corporation when filing a document under this Act, or

(b) the corporation, on consent, provides the email address of the corporation to the Director for the purpose of communicating with a corporation and its personal representative or agent.

185.2( 2) For the purposes of subsection (1), the purposes of communicating include

(a) sending a notice of the requirement to file an annual return or other document under this Act,

(b) notifying a corporation of the Director’s intent to dissolve the corporation or notifying an extra-provincial corporation of the Director’s decision to cancel the registration of the extra-provincial corporation, and

130 The heading “Correction of certificates” preceding section 189 of the Act is repealed and the following is substituted:

Correction of documents

131 Section 189 of the Act is repealed and the following is substituted:

189( 1) In this section, "document" means the articles or an application, certificate, notice, statement or other document in relation to a corporation, that is

(a) filed with the Director, or

(b) issued by the Director.

189( 2) On providing notice to a corporation, the Director may correct an error in a document if the error was made by the Director or a person acting under the Director’s control.

189( 3) If a document contains an error, the corporation shall, at the Director’s request, do the following so that the Director may correct the document:

(a) pass the resolutions and send the Director the documents required to comply with this Act;

(b) certify that there are reasonable grounds to believe that no shareholder or creditor will be prejudiced;

(c) certify that the correction will represent the original intention of the corporation or the incorporators, as the case may be; and

(d) take any other steps that the Director may reasonably require.

189( 4) When the Director is of the opinion that shareholders or creditors would be prejudiced by a correction to a document under this section, the Director may refuse to issue a correction or refuse to file a corrected document.

189( 5) If a document filed with the Director in relation to a corporation contains an error other than one referred to in subsection (2), the corporation or an interested person may apply to the Court for

(a) an order that the document be corrected, and

(b) an order determining the rights of the corporation’s shareholders or creditors.

189( 6) Notice of application shall be served on the Director and, if the corporation is not the applicant, on the corporation and the Director, and the corporation may appear before the Court and be heard in person or by counsel.

189( 7) For the purpose of correcting a document under this section, the Director may, at any time, demand the return of the original document and the person who possesses the original document shall, on receiving the Director’s demand, surrender it to the Director without delay.

189( 8) After a document is corrected under this section, the Director may issue or file the corrected document.

189( 9) A document corrected under this section shall bear the date of the document it replaces

(a) unless the correction is made with respect to the date of the document, in which case the document shall bear the corrected date, or

(b) in the case of a document corrected by an order of the Court, unless the Court decides otherwise.

189( 10) If a corrected document materially amends the terms of the original document, the Director shall without delay publish a notice of the correction in the The Royal Gazette.

132 The Act is amended by adding after section 189 the following:

Documents declared void by the Court

189.1( 1) A corporation, body corporate, interested person or the Director may make an application to the Court for a document sent to the Director or issued by the Director to be declared void, and the Court may make any order it sees fit, including

(a) an order declaring the document to be void, and

(b) an order rectifying the Director’s record to reflect the order.

189.1( 2) A notice of application under subsection (1) shall be served on the Director and, if the body corporate is not the applicant, the body corporate and the Director, and the body corporate may appear before the Court and be heard in person or by counsel.

Remedying corporate mistakes

189.2( 1) In this section, "corporate mistake" means an omission, defect, error or irregularity that has occurred in the conduct of the business or affairs of a corporation as a result of which

(a) a breach of a provision of this Act or the regulations has occurred,

(b) there has been default in compliance with the articles,

( i) a meeting of shareholders;

( ii) a meeting of the directors or of a committee of directors;

( iii) any assembly purporting to be a meeting referred to in subparagraph (i) or (ii), or

(d) an invalid resolution consented to by shareholders or directors, or invalid records purporting to constitute a resolution consented to by the shareholders or directors.

189.2( 2) Despite any other provision of this Act, if a corporate mistake occurs,

(a) the Court may, either on its own motion or on the application of any interested person, make an order

( i) to correct or cause to be corrected, or to negate or modify or cause to be modified, the consequences in law of the corporate mistake, and

( ii) to validate an act, matter or thing rendered or alleged to have been rendered invalid by or as a result of the corporate mistake, and

(b) the Court may make any ancillary or consequential orders that it considers appropriate.

189.2( 3) The Court shall, before making an order under this section, consider the effect that the order might have on the corporation and on its directors, officers, creditors and shareholders and on the beneficial owners of its shares.

189.2( 4) Unless the Court orders otherwise, an order made under subsection (2) does not prejudice the rights of any third party who acquired those rights

(a) for valuable consideration, and

(b) without notice of the corporate mistake that is the subject of the order.

189.2( 5) A notice of application referred to in subsection (2) shall be served on the Director, and the Director may appear before the Court and be heard in person or by counsel.

Validation of creation, allotment or issue of shares

189.3( 1) The creation, allotment or issue of shares by a corporation, including on the exercise of conversion privileges, options or rights attached to the shares, may be validated under this section if

(a) the creation, allotment or issue of those shares, or any of the terms of the allotment or issue of those shares, is inconsistent with

( i) a provision, applicable to the corporation, of this Act, or

( ii) the articles, or

(b) the creation, allotment or issue of those shares is otherwise invalid.

189.3( 2) In a case to which subsection (1) applies, the Court, on the application of any person whom the Court considers to be an appropriate person to bring the application and on being satisfied that in all of the circumstances it is just and equitable to do so may make any order under subsection (3).

189.3( 3) The Court may make an order

(a) that validates the creation, allotment or issue of the shares referred to in subsection (1),

(b) that confirms the terms of the allotment or issue of those shares as if the terms of the allotment or issue were consistent with a provision, applicable to the corporation, of this Act and the articles, and

189.3( 4) A notice of application referred to in subsection (2) shall be served on the Director, and the Director may appear before the Court and be heard in person or by counsel.

189.3( 5) When an order under this section requires a correction to the articles, the provisions of section 189 apply with the necessary modifications.

189.3( 6) Before the Court makes an order under this section, the Court may require the approval of shareholders, security holders or creditors to the extent the Court views it is proper to obtain their approval.

189.3( 7) The Court may, if it thinks fit, require an order be filed with the Director as it relates to the corporation.

133 The Act is amended by adding the following after section 191:

Access to records

191.1( 1) The Director may, for a prescribed fee, make available to the public by electronic means, under the terms and conditions established by the Director, a copy of any document filed by or with the Director or records maintained by the Director.

191.1( 2) When a document is filed with and maintained by the Director in photographic film form, public access to the document shall be made by providing copies or certified copies.

191.1( 3) Subject to this section, the Director may

(a) if the records contain personal information, provide copies and certified copies of documents in accordance with this Act and regulations,

(b) provide electronic access to documents in accordance with this section, and

(c) provide electronic access to a summary or extract of the relevant information from documents or records in accordance with this section.

191.1( 4) If this section is inconsistent with or in conflict with any provision of the Right to Information and Protection of Privacy Act, this section prevails.

134 Section 192 of the French version of the Act is amended

(a) in subsection (2)

( i) in the portion preceding paragraph a) by striking out “d’un corps constitué ou prorogé” and “de la charte du corps constitué” and substituting “d’une personne morale constituée ou prorogée” and “de sa charte”, respectively;

( ii) in paragraph a) by striking out “les administrateurs du corps constitué” and substituting “ses administrateurs”;

( iii) in paragraph b) by striking out “à la charte du corps constitué” and substituting “à sa charte”;

(b) in subsection (3)

( i) in the portion preceding paragraph a) by striking out “d’un corps constitué” and substituting “d’une personne morale”;

( ii) in paragraph a) by striking out “du corps constitué” and substituting “de la personne morale”;

(c) in subsection (4) by striking out “d’un corps constitué en corporation ou prorogé” and “la charte du corps constitué” and substituting “d’une personne morale constituée ou prorogée” and “sa charte”, respectively;

(d) in subsection (6) by striking out “aucun corps constitué” and “constitué ou prorogé” and substituting “aucune personne morale” and “constituée ou prorogée”, respectively.

135 Section 193 of the Act is amended

(a) by repealing the definition “attorney for service” or “attorney”;

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

“agent for service” means the individual resident in New Brunswick who, or the corporation incorporated or continued under this Act that, according to the Director’s records, (représentant pour fin de signification)

(a) consents to act as an extra-provincial corporation’s agent for service, and

(b) is appointed under this Part;

136 Subsection 194(4) of the Act is repealed.

137 Paragraph 195(d) of the Act is repealed and the following is substituted:

(d) a bank incorporated under the laws of Canada, an authorized foreign bank within the meaning of section 2 of the Bank Act (Canada) or any other bank as defined in the regulations.

138 Section 195.1 of the Act is repealed and the following is substituted:

195.1( 1) The Lieutenant-Governor in Council may make regulations exempting, from this Part or any provisions of this Part as may be specified in the regulations and on the terms and conditions specified in the regulations, an extra-provincial corporation incorporated under the laws of a jurisdiction specified in the regulations.

195.1( 2) For the purposes of an extra-provincial corporation exempted under this section,

(a) the Director may specify the forms that are to be used by an extra-provincial corporation for the purposes of this section, and

(b) the extra-provincial corporation is not required to file any prescribed form.

195.1( 3) Despite paragraph (2)(b), an extra-provincial corporation may file a prescribed form and the Director shall file it.

139 Subsection 196(2) of the Act is amended by striking out “attorney for service” and substituting “agent for service”.

140 Paragraph 197(2)(a) of the Act is amended by striking out “attorney for service” and substituting “agent for service”.

141 Paragraph 198b) of the French version of the Act is amended by striking out “un ou plusieurs corps constitués” and substituting “une ou plusieurs personnes morales”.

142 Subsection 199(1) of the French version of the Act is amended

(a) in paragraph a) by striking out “d’un corps constitué” and “un tel corps constitué” and substituting “d’une personne morale” and “une telle personne morale”, respectively.

(b) in paragraph e) by striking out “un corps constitué” and substituting “une personne morale”.

143 Section 201 of the Act is amended

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

201( 1) Subject to subsection (2), the Director may cancel the registration of an extra-provincial corporation if

(a) the extra-provincial corporation is in default in sending to the Director any fee, notice or document required by this Part,

(b) in the opinion of the Director, the extra-provincial corporation ceases to carry on business in New Brunswick,

(c) the extra-provincial corporation, its agent for service or a lawyer acting on its behalf sends the notice to the Director under subsection (4) or (5),

(d) the Director receives notification from the corporation, its agent for service or from the jurisdiction of incorporation that the corporation is dissolved,

(e) the extra-provincial corporation does not comply with a directive of the Director under subsection 199(2), or

(f) the extra-provincial corporation has otherwise contravened this Part.

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

201( 2) The Director shall not cancel the registration of an extra-provincial corporation under paragraph (1)(a), (b), (e) or (f) until

(a) the Director has sent notice of the Director’s decision to cancel the registration with reasons for the cancellation

( i) to the extra-provincial corporation by ordinary mail to its registered office or to its mailing address, or to its email address as indicated in the records of the Director, and

( ii) to its agent for service by ordinary mail to their mailing address or to their email address, and

(b) the Director has published a notice of the Director’s decision to cancel the registration in The Royal Gazette.

(d) by adding after subsection (3) the following:

201( 3.01) The Director may require confirmation that the agent for service last on record with the Director consents to continue as the agent for service for the corporation.

144 The heading “Death, resignation or change of address of attorney” preceding section 203 of the Act is repealed and the following is substituted:

Death, resignation, revocation or change of address of agent for service

145 Section 203 of the Act is amended

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

203( 1) An extra-provincial corporation shall send to the Director, without delay and on a form provided by the Director, the notice of appointment of its agent for service, and the Director shall file the notice in the following circumstances:

(a) if the agent for service dies or no longer is resident in New Brunswick;

(b) if the agent for service resigns or the appointment is revoked; or

(b) in subsection (2) in the portion preceding paragraph (a) by striking out “attorney” wherever it appears and substituting “agent for service”;

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

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

203( 4) The address of an agent for service shown in the agent for service’s appointment or in a notice under subsection (3) shall be an office that is accessible to the public during normal business hours.

146 The heading “Notice to attorney” preceding section 204 of the Act is repealed and the following is substituted:

Service of document to agent for service

147 Section 204 of the Act is repealed and the following is substituted:

204 Service of any process, notice or document in any civil, criminal or administrative action or proceeding shall be deemed to have been sufficiently made on an extra-provincial corporation if made on the agent for service as shown in the most recent notice on the records of the Director, except when subsection 203(2) applies and 60 days has expired.

148 Section 205 of the Act is amended

(a) in subsection (1)

( i) in paragraph (a) by striking out “the attorney” and substituting “the agent for service”;

( ii) in paragraph (b) by striking out “of its attorney” and substituting “of its agent for service”;

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

205( 2) A notice or document sent by registered mail to the agent of service’s address in accordance with paragraph (1)(c) shall be deemed to be received or served at the time it would be delivered in the ordinary course of mail, unless there are reasonable grounds for believing that the agent of service did not receive the notice or document at that time or at all.

149 The heading “Liquidation” preceding section 208 of the Act is repealed.

150 Section 208 of the Act is repealed.

151 Paragraph 211a) of the French version of the Act is amended by striking out “en corporation”.

152 Subsection 213(3) of the Act is repealed and the following is substituted:

213( 3) This section does not apply to an extra-provincial corporation that is

(a) incorporated under the laws of Canada, or

(b) exempt from the application of this Part.

153 Section 214.1 of the Act is amended

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

214.1( 2) When a body corporate commits an offence under subsection (1), any director or officer of the body corporate who knowingly authorized, permitted or acquiesced in the commission of the offence is a party to and commits the offence and on conviction is liable to the punishment provided for the offence whether or not the body corporate has been prosecuted or convicted.

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

214.1( 3) No person is guilty of an offence under subsection (1) or (2) if the person did not know, and in the exercise of reasonable diligence could not have known, of the untrue statement or omission.

154 The Act is amended by adding the following after section 214.2:

PART XVII.1

CORPORATIONS WITHOUT A BOARD OF DIRECTORS

Notice to operate without a board of directors and directors

214.3( 1) A corporation may operate without a board of directors and directors if the corporation files a notice with the Director, on a form provided by the Director, and

(a) a unanimous shareholder agreement is in effect that withdraws all the rights, powers and duties from the board of directors and confers them on either all the shareholders or on third persons, or

(b) the corporation has only one shareholder who has agreed to exercise all the rights, powers and duties of the board of directors and directors.

214.3( 2) A corporation may operate without a board of directors and directors on or after the date of filing of the notice under subsection (1) or on a date specified in the notice.

214.3( 3) The notice under subsection (1) shall set out the names of all shareholders of the corporation and the names of any third persons, as the case may be, and

(a) if the shareholder is an individual, their address for service, and

(b) if the shareholder is a body corporate, the address of the registered office of the body corporate and its jurisdiction of incorporation.

214.3( 4) When there is a change in shareholders or third persons referred to in subsection (1), the corporation shall file within 30 days a notice of the change, along with the prescribed fee, if any, with the Director, on a form provided by the Director.

214.3( 5) The shareholders or third persons referred to in subsection (1) shall

(a) manage, or supervise the management of, the business and affairs of the corporation,

(b) exercise all the rights and powers and perform all the duties of the board of directors and directors under this Act, and

214.3( 6) When the unanimous shareholder agreement referred to in paragraph (1)(a) is not in effect or the shareholder referred to in paragraph (1)(b) no longer agrees to act, the corporation shall file within 30 days a notice of cessation, along with a prescribed fee, if any, with the Director, on a form provided by the Director.

PART XXII.2

UNLIMITED LIABILITY CORPORATIONS

Requirements to become an unlimited liability corporation

214.31( 1) A corporation is an unlimited liability corporation for the purpose of this Act if its articles contain the following statement:

The shareholders of this corporation are jointly and severally liable to satisfy the debts and liabilities of this corporation to the extent provided in section 214.5 of the Business Corporations Act.

214.31( 2) Without limiting section 47, an unlimited liability corporation shall set out on the face of each security certificate issued by it the following statement:

214.31( 3) An unlimited liability corporation shall issue shares only in the form of certificated securities.

214.31( 4) On becoming an unlimited liability corporation, the corporation shall request and the shareholders shall return to the corporation all of the security certificates in respect of the shares held by the shareholders, if any, for endorsement on the certificate or the issuance of a replacement certificate with the statement referenced in subsection (2).

214.31( 5) The failure of an unlimited liability corporation to comply with subsection (1) and (2) does not affect the liability of its shareholders under section 214.5 or any other provision of this Act.

214.31( 6) When an application is made to the Director to become an unlimited liability corporation, the Director may request proof that the first directors of the unlimited liability corporation are aware that the shareholders of the unlimited liability corporation shall be jointly and severally liable to satisfy the debts and liabilities of the corporation to the extent provided in section 214.5.

Name of unlimited liability corporation

214.4( 1) An unlimited liability corporation shall have the words "Unlimited Liability Corporation" or the abbreviation "ULC" as part of or at the end of its name.

214.4( 2) Despite subsection 8(1), the words “Unlimited Liability Corporation” or the abbreviation “ULC” shall be part, other than only in a figurative or descriptive sense, of the name of every unlimited liability corporation, but an unlimited liability corporation may use and may be legally designated by either the full or the abbreviated form.

214.4( 3) An unlimited liability corporation shall not have the words or abbreviations “Limited” or “Limitée” or the abbreviation “Ltd.” or “Ltée” in its name.

Prohibition on use of certain words

214.41 No corporation, except an unlimited liability corporation, shall have the words “Unlimited Liability Corporation” or the abbreviation “ULC” in its corporate name or use a business name that includes those words.

Liability of shareholders of unlimited liability corporations

214.5( 1) In this section, the following definitions apply.

“successor corporation”, in relation to an unlimited liability corporation, means any corporation that results from the corporation, or any of its successor corporations, transforming. (société remplaçante)

“transform”, in relation to an unlimited liability corporation or any of its successor corporations, means to (transformer)

(a) alter its articles to become a corporation other than an unlimited liability corporation,

(b) continue under the laws of another jurisdiction, or

214.5( 2) Subject to subsection (3), shareholders and former shareholders of an unlimited liability corporation are jointly and severally liable as follows:

(a) if the corporation is liquidated or during the liquidation of the corporation, the shareholders and former shareholders are jointly and severally liable, from the commencement of the corporation’s liquidation to its dissolution, to contribute to the assets of the corporation for the payment of the unlimited liability corporation’s debts and liabilities; and

(b) whether or not the corporation is liquidated or during the liquidation of the corporation, the shareholders and former shareholders are jointly and severally liable, after the corporation’s dissolution, for payment to the corporation’s creditors of the unlimited liability corporation’s debts and liabilities.

214.5( 3) A former shareholder of an unlimited liability corporation is not liable under subsection (2) unless it appears to the Court that the shareholders of the unlimited liability corporation are unable to satisfy the debts and liabilities referred to in subsection (2), and, even in that case, is not liable under subsection (2)

(a) in respect of any debt or liability of the unlimited liability corporation that arose after the former shareholder ceased to be a shareholder of the unlimited liability corporation,

(b) in a liquidation of the corporation, if the former shareholder ceased to be a shareholder of the unlimited liability corporation one year or more before the commencement of liquidation, or

(c) on or after a dissolution of the corporation effected without liquidation, if the former shareholder ceased to be a shareholder of the unlimited liability corporation one year or more before the date of dissolution.

214.5( 4) The liability under subsections (2) and (3) of a shareholder or former shareholder of an unlimited liability corporation continues even though the unlimited liability corporation transforms, and, in that event,

(a) a reference in subsections (2) and (3) to

( i) "shareholder" is deemed to be a reference to a person who was a shareholder of the unlimited liability corporation at the time it transformed, and

( ii) "former shareholder" is deemed to be a reference to a person who ceased to be a shareholder of the unlimited liability corporation before it transformed, and

(b) a reference in paragraph (2)(a) or (b) or paragraph (3)(b) or (c) to "the corporation" is deemed to be a reference to the successor corporation.

Amending of articles to become unlimited liability corporation

214.51( 1) A corporation may become an unlimited liability corporation by amending its articles

(a) to include the statement referred to in section 214.31, and

(b) to change the corporation’s name in accordance with this Act to a name that complies with the provisions under this Part.

214.51( 2) A corporation may amend its articles under subsection (1) if all the shareholders, whether or not their shares otherwise carry the right to vote, have approved the amendment by resolution.

214.51( 3) When a corporation becomes an unlimited liability corporation by amending its articles, the shareholders of the unlimited liability corporation are liable, in accordance with section 214.5, for the debts and liabilities of the corporation whether those debts and liabilities arose before or arise after the amendment.

Amendment of articles of an unlimited liability corporation to become a corporation other than an unlimited liability corporation

214.6( 1) An unlimited liability corporation may become a corporation, other than an unlimited liability corporation, by amending its articles to

(a) remove the statement referred to in section 214.31, and

(b) change the corporation’s name in accordance with this Act to a name that complies with the provisions of this Act, other than this Part.

214.6( 2) When an unlimited liability corporation becomes a corporation, other than an unlimited liability corporation, by amending its articles, section 214.5 applies to the liability of the shareholders and former shareholders of the unlimited liability corporation.

Amalgamation of an unlimited liability corporation resulting in a corporation other than an unlimited liability corporation

214.61( 1) An unlimited liability corporation may amalgamate with one or more corporations to become a corporation other than an unlimited liability corporation.

214.61( 2) When an unlimited liability corporation is amalgamated to become a corporation with one or more corporations, other than an unlimited liability corporation,

(a) its articles shall not contain the statement referred in section 214.31,

(b) the name of the amalgamated corporation shall be in accordance with the provisions of this Act, other than this Part, and

(c) section 214.5 applies to the liability of the shareholders and former shareholders of the unlimited liability corporation.

Amalgamation of a corporation resulting in an unlimited liability corporation

214.7( 1) If an amalgamation involving one or more corporations is proposed to result in an amalgamated unlimited liability corporation,

(a) the amalgamation shall proceed in accordance with sections 121 and 122,

(b) the amalgamation agreement shall be adopted if all the shareholders of each amalgamating corporation adopt the resolution,

(d) the name of the amalgamated corporation shall be in accordance with the provisions of this Part.

214.7( 2) Section 123 does not apply to an amalgamated unlimited liability corporation.

214.7( 3) On the date indicated in the certificate of amalgamation of an amalgamated unlimited liability corporation, the amalgamated corporation becomes an unlimited liability corporation and section 214.5 applies to the liabilities of the shareholders of the amalgamated corporation and the liabilities of former shareholders of an amalgamating unlimited liability corporation.

Continuation into New Brunswick as unlimited liability corporation

214.71( 1) A body corporate shall not be continued into New Brunswick as an unlimited liability corporation unless the shareholders of the body corporate, in their capacity as shareholders of the body corporate, are liable for the debts and liabilities of the corporation.

214.71( 2) Subject to this section, if a body corporate applies to the Director for a certificate of continuance to become an unlimited liability corporation under this Part, the provisions of section 126 apply with the necessary modifications.

214.71( 3) If a body corporate applies to the Director for a certificate of continuance to become an unlimited liability corporation under this Part,

(a) the article of continuance shall contain the statement referred to in section 214.31,

(b) the body corporate’s name shall be in compliance with this Act’s provisions for unlimited liability corporations,

(c) all the shareholders of the body corporate, whether or not their shares otherwise carry the right to vote, shall authorize the body corporate to apply and be issued a certificate of continuance as an unlimited liability corporation under this Act, and

(d) if requested by the Director, an application shall be accompanied by a certification satisfactory to the Director that the shareholders have all authorized the continuance.

214.71( 4) When the body corporate becomes an unlimited liability corporation, section 214.5 applies to the liabilities of the shareholders of corporation and the liabilities of former shareholders.

Continuance out of Province provisions of this Act

214.8 When an unlimited liability corporation is continued as a corporation in another jurisdiction, the former and existing shareholders of the unlimited liability corporation, before the date shown on the certificate of discontinuance, shall, in accordance with section 214.5, be liable for the liabilities of the corporation that arose before the date shown on the certificate of discontinuance for a one year period.

Compliance with Securities Act

214.9 An unlimited liability corporation shall

(a) remain in compliance with the Securities Act, and

(b) not have any of its shares listed on a stock exchange.

155( 1) The following provisions of the French version of the Act are amended by striking out “corporation” wherever it appears and substituting “société”:

(a) section 1,

( i) in the definition « action rachetable »;

( ii) in the definition « mois anniversaire »;

( iii) in the definition « statuts »;

( iv) in the definition « sûreté »;

( v) in the definition « titre de créance »;

( vi) in the definition « valeur mobilière »;

(b) paragraph 2(1)a) and subsections 2(6) and (7);

(d) section 5;

(e) subsection 7(1), subsection 7(2) in the portion preceding paragraph a) and paragraphs 7(2)a) and b);

(f) subsections 8(1), (2), (3), (4) and (5);

(g) subsections 9(1) and (2);

(h) subsection 10(1) in the portion preceding paragraph a), paragraphs 10(1)a), c) and d), subsection 10(2) in the portion preceding paragraph a), paragraphs 10(2)c) and d), subsections 10(3), (4) and (5);

(i) subsections 11(1) and (2);

(j) subsections 12(1), subsection 12(2) in the portion preceding paragraph a), paragraphs 12(2)a) and b) and subsections 12(3) and (4);

(k) subsections 13(1) and (2), subsection (13)(3) in the portion preceding paragraph a) and paragraph 13(3)c);

(l) subsections 14(1), (2) and (3);

(m) section 15;

(n) section 16 in the portion preceding paragraph a), paragraph 16d) and in the portion following paragraph 16f);

(o) subsections 17(1), (3) and (4);

(p) subsection 18(1) in the portion preceding paragraph a), paragraph 18(1)e) and subsections 18(2) and (4);

(q) subsections 19(1) and (3);

(r) subsection 20(2) in the portion preceding paragraph a);

(s) section 21;

(t) subsection 22(1), subsection 22(2) in the portion preceding paragraph a) and paragraphs 22(2)a), b) and c);

(u) subsections 23(1), (4) and (5);

(v) subsections 25(1), subsection 25(2) in the portion preceding paragraph a), subsections 25(3) and (5), subsection 25(6) in the portion preceding paragraph a), paragraphs 25(6)a) and b) and subsections 25(11), (12) and (13);

(w) subsection 27(1) in the definition « droit illimité aux dividendes », subsections 27(2), (3) and (4) and paragraphs 27(7)b) and e);

(x) subsection 27.1(1) and (2);

(y) subsection 28(1) in the portion preceding paragraph a) and subsections 28(2) and (3);

(z) subsection 31(1) and subsection 31(2) in the portion preceding paragraph a);

(aa) subsection 32(1) in the portion preceding paragraph « a », subsection 32(2) in the portion preceding paragraph « a » and subsection 32(3) in the portion preceding paragraph « a »;

(bb) subsection 33(2);

(cc) section 34;

(dd) subsection 35(3) in the portion preceding paragraph a), subsection 35(4) in the portion preceding a) and paragraphs 35(4)a) and b);

(ee) subsection 36(1) in the portion preceding paragraph a) and subsections 36(2), (3), (4) and (5);

(ff) subsection 37(1), paragraph 37(2)a) in the portion preceding subparagraph (i), subparagraph 37(2)a)(ii), paragraph 37(1)b) in the portion preceding subparagraph (i), subparagraph 37(2)b)(ii) and subsections 37(3), (4) and (5);

(gg) subsections 38(3) and (4);

(hh) subsections 39(1) and (2);

(ii) section 40;

(jj) section 41 in the portion preceding paragraph a);

(kk) subsections 42(1) and (2);

(ll) subsection 43(1) in the portion preceding paragraph a) and paragraphs 43(1)a), b) and c);

(mm) subsections 44(1) and (3);

(nn) section 45;

(oo) subsections 45.1(1) and (2);

(pp) subsections 47(1), (2), (3) and (6), subsection 47(7) in the portion preceding paragraph a), paragraph 47(7)a), subsection 47(10) in the portion preceding paragraph a), paragraph 47(10)b) in the portion preceding subparagraph (i), subsection 47(11) in the portion preceding paragraph a), subsection 47(12), subsection 47(14) in the portion preceding paragraph a) and paragraph 47(14)b);

(qq) subsections 50(1) and (3);

(rr) subsections 51(1) and (2), subsection 51(3) in the portion preceding paragraph a) and subsections 51(4) and(6);

(ss) section 52;

(tt) section 53;

(uu) section 54;

(vv) section 57 in the portion preceding paragraph (a) and paragraph 57b);

(ww) paragraph 58d);

(xx) subsection 61(1), subsection 61(6) in the portion preceding paragraph a), paragraphs 61(6)a), b), c) and d);

(yy) subsection 63(1) in the portion preceding paragraph a), subparagraph 63(1)e)(i) and subsection 63(2);

(zz) subsection 66(2);

(aaa) subsection 67(1);

(bbb) subsection 69(3) in the portion preceding paragraph a);

(ccc) subsections 71(1) and (2);

(ddd) subsection 72(7);

(eee) paragraph 73(2)e) and (g) and subsection 73(3) in the portion preceding paragraph a);

(fff) subsection 76(1), subsection 76(2) in the portion preceding paragraph a) and in the portion following paragraph f), paragraph 76(5)b) and subsection 76(6);

(ggg) paragraphs 78b) and c);

(hhh) subsection 79(1) in the portion following paragraph b);

(iii) paragraph 80(1)c);

(jjj) section 82;

(kkk) subsections 84(1) and (2);

(lll) subsection 87(2);

(mmm) paragraph 89(1)a), subsections 89(2) and (3), subsection 89(5) in the portion preceding paragraph a), paragraphs 89(5)b) and c) and subsections 89(6), (7), (8) and (9);

(nnn) subsection 90(1) in the portion preceding paragraph a) and paragraph 90(4)a);

(ooo) subparagraph 91(4)a)(i) and subsection 91(5);

(ppp) subsection 92(4);

(qqq) subsection 93(2);

(rrr) subsections 96(1) and (2);

(sss) subsection 97(3);

(ttt) subsection 98(1) and paragraph 98(2)c);

(uuu) section 99.1 in paragraph c) of the definition « organisme de réglementation » and in the definition « registre »;

(vvv) subsection 99.11(2) in the portion preceding paragraph a);

(www) paragraphs 99.2a) and b);

(xxx) subsection 99.3(1) in the portion preceding paragraph a), paragraph 99.3(1)d) and subsections 99.3(3), (4), (5) and (6);

(yyy) subsection 99.4(1), subsection 99.4(2) in the portion preceding paragraph a) and subsection 99.4(3);

(zzz) subsection 99.5(1) in the portion preceding paragraph a), paragraph 99.5(1)a) and paragraph 99.5(3)a);

(aaaa) subsection 99.6(1) in the portion preceding paragraph a);

(bbbb) subsection 99.7(1) in the portion preceding paragraph a);

(cccc) subsection 99.8(1) in the portion preceding paragraph a);

(dddd) section 99.9;

(eeee) subsection 100(1) in the portion preceding paragraph a), subparagraph 100(1)a)(i) and paragraph 100(1)c);

(ffff) subsections 101(2) and (3);

(gggg) subsection 102(2) in the portion preceding paragraph a), paragraph 102(2)b) and subsection 102(3);

(hhhh) subsection 103(1);

(iiii) subsection 104(1) and subparagraphs 104(2)b)(i), (ii) and (iii);

(jjjj) subsection 105(1);

(kkkk) subsection 106(2);

(llll) subsection 108(3);

(mmmm) subsections 109(1), (2) and (3) and subsections 109(6), (7), (8) and (9);

(nnnn) subsections 110(1), (2) and (4);

(oooo) subsection 111(1) in the portion preceding paragraph a), paragraph 111(1)b) and subsection 111(2);

(pppp) section 112;

(qqqq) subsection 113(1) in the portion preceding paragraph a), paragraph 113(1)d) and subsection 113(3);

(rrrr) subsection 118(2);

(ssss) section 120;

(tttt) subsection 121(1) in the portion preceding paragraph a), paragraph 121(1)b) in the portion preceding subparagraph (i), subparagraphs 121(1)b)(i) and (iii), paragraphs 121(1)c), d) and e) and subsection 121(2);

(uuuu) subsection 122(1), subsection 122(2) in the portion preceding paragraph a) and subsections 122(3), (5) and (6);

(vvvv) subsection 123(1) in the portion preceding paragraph a) and subparagraphs 123(1)b)(ii) and (iii);

(wwww) subsection 123(2) in the portion preceding paragraph a) and subparagraph 123(2)b)(iii);

(xxxx) subsection 124(2) in the portion preceding paragraph a), subparagraphs 124(2)a)(i) and (ii), subparagraph 124(2)b)(ii) and paragraphs 124(3)a), b) and d);

(yyyy) paragraphs 125a), b), c), d) and e);

(zzzz) paragraphs 126(5)b) and c), subsection 126(7) in the portion preceding paragraph a), paragraphs 126(7)a), b) and c) and subsection 126(8.1);

(aaaaa) subsections 127(1), (3), (5), (6) and (7), subsection 127(8) in the portion preceding paragraph a) and paragraphs 127(8)a), b), d) and e);

(bbbbb) subsection 128(1) in the portion preceding paragraph a), paragraphs 128(1)a), b), c), d), e), f) and g), subsection 128(2) and paragraphs 128(4)b), c) and f);

(ccccc) subsection 130(1), subsection 103(2) in the portion preceding paragraph a) and subsections 130(4), (5), (6) and (7);

(ddddd) paragraphs 131(1)a) and d), subsections 131(2), (3), (5) and (6), subsection 131(7) in the portion preceding paragraph a), subsections 131(8) and (10), paragraphs 131(11)a) and b), subsection 131(11) in the portion following paragraph c), subsection 131(12) in the portion preceding paragraph a), paragraph 131(12)b), subsections 131(14), (15), (16) and (17), subsection 131(18) in the portion preceding paragraph a), paragraphs 131(18)a) and b), subsections 131(22) and (24), subsection 131(25) in the portion preceding paragraph a), paragraphs 131(25)a) and b) and subsection 131(26) in the portion preceding paragraph a);

(eeeee) subsection 132(1) in the portion preceding paragraph a), paragraph 132(1)c), subsection 132(2) and paragraph 132(3)a);

(fffff) subsection 133(1), paragraph 133(3)e), subsections 133(4), (5), (6) and (7.1), subsection 133(8) in the portion preceding paragraph a), subparagraphs 133(8)c)(ii) and (iii) and paragraph 133(16)b);

(ggggg) subsections 136(1), (4.1) and (5);

(hhhhh) subsections 137(1) and (2), subsection 137(3) in the portion preceding paragraph a), paragraph 137(3)b) and subsection 137(6);

(iiiii) subsection 138(6), subsection 138(7) in the portion preceding paragraph a), paragraphs 138(7)a) and b) and subsections 138(8), (12), (13) and (16);

(jjjjj) subsections 139(2.1), (2.2) and (4);

(kkkkk) subsection 140(1) in the portion preceding paragraph a), paragraphs 140(3)a) and b) and subsection 140(5);

(lllll) subsection 142(2);

(mmmmm) subsections 143(1) and (2), subsection 143(3) in the portion preceding paragraph a), paragraphs 143(3)a), b) and c), paragraph 143(4)a) and subsection 143(5);

(nnnnn) subsection 144(1) in the portion preceding paragraph a), paragraph 144(1)e), subparagraph 144(1)f)(ii), subparagraphs 144(1)g)(i) and (ii), paragraphs 144(1)h) and i), subparagraph 144(1)n)(iii), paragraph 144(1)o) and subsection 144(2);

(ooooo) paragraph 145(1)a);

(ppppp) subsections 146(1) and (2);

(qqqqq) paragraph 147b) in the portion preceding subparagraph (i), subparagraphs 147b)(i), (ii) and (iii), paragraphs 147c), d), e), f), g), h) and i);

(rrrrr) paragraphs 148(1)b), c), d), e), f), g) and (h) and subsections 148(3) and (4);

(sssss) subsection 149(1), subsection 149(2) in the portion preceding paragraph a), subsection 149(4), paragraph 149(5)b) and subsection 149(8);

(ttttt) subsection 150(1) in the portion preceding paragraph a) and in the portion following paragraph b), paragraph 150(1)a) and paragraph 150(2)a);

(uuuuu) subsection 151(1);

(vvvvv) subsection 152(2) in the portion preceding paragraph a), paragraphs 152(2)a) and b) and subsections 152(3) and (4);

(wwwww) subsection 153(1);

(xxxxx) subsection 154(1), subsection 154(2) in the portion preceding paragraph a) and subsection 154(3);

(yyyyy) subsection 155(1), paragraphs 155(2)a), b), c) and d) and subsection 155(6);

(zzzzz) subsection 157(2);

(aaaaaa) section 163 in the definition « plaignant » in paragraphs a), b) and c);

(bbbbbb) subsection 164(1) and paragraphs 164(2)a) and c);

(cccccc) paragraph 165d);

(dddddd) subsection 166(2) in the portion preceding paragraph a), paragraphs 166(2)a), b) and c), paragraphs 166(3)c), f), h), i), k) and l), and subsection 166(4) in the portion preceding paragraph (a);

(eeeeee) subsections 167(1) and (4);

(ffffff) paragraph 168(3)a);

(gggggg) paragraphs 171e) and f);

(hhhhhh) section 172;

(iiiiii) subsection 177(1) in the portion preceding paragraph a), paragraphs 177(1)a) and b) and subsection 177(3);

(jjjjjj) subsections 178(1) and (2);

(kkkkkk) subsection 181(1), paragraphs 181(2)b) and c) and subsection 181(3);

(llllll) subsection 185(2);

(mmmmmm) subsection 186(2) in the portion preceding paragraph a), paragraphs 186(2)d) and e) and subsection 186(2.1);

(nnnnnn) subsections 187(1) and (2);

(oooooo) paragraphs 192(1)a) and b) and paragraph 192(2)b);

(pppppp) section 193,

( i) in the definition « bureau enregistré »;

( ii) in the definition « charte » in paragraphs a), b), d) and e);

( iii) in the definition « mois anniversaire » in the portion preceding paragraph a);

( iv) in the definition « règlements internes »;

(qqqqqq) subsection 194(1) in the portion preceding paragraph a) and subsections 194(2), (2.1), (2.2) and (3);

(rrrrrr) paragraphs 195a) and b);

(ssssss) subsections 196(1), (1.1), (1.2), (2) and (3), subsection 196(4) in the portion preceding paragraph a) , paragraph 196(4)b) and subsection 196(4) in the portion following paragraph b);

(tttttt) subsections 197(1), (1.1) and (3);

(uuuuuu) section 198 in the portion preceding paragraph a);

(vvvvvv) subsection 199(1) in the portion preceding paragraph a), paragraphs 199(1)a), c), d) and e), subsection 199(1) in the portion following paragraph e) and subsection 199(2);

(wwwwww) subsection 200(1) in the portion preceding paragraph a), pargraphs 200(1)d) and e) and subsections 200(2) and (3);

(xxxxxx) paragraphs 201(2.1), (2.2), (3), (3.1), (3.2), (3.3), (3.4), (3.5), (4) and (5);

(yyyyyy) section 201.1;

(zzzzzz) subsections 202(1) and (2);

(aaaaaaa) subsection 203(2) in the portion preceding paragraph a) and paragraph 203(2)a);

(bbbbbbb) subsection 205(1) in the portion preceding paragraph a);

(ccccccc) subsection 206(1) in the portion preceding paragraph a) and paragraph 206(1)a);

(ddddddd) subsections 207(1) and (2);

(eeeeeee) subsections 209(1), (2) and (3);

(fffffff) section 209.1 in the portion preceding paragraph a) and in the portion following paragraph b);

(ggggggg) subsections 210(1) and (2);

(hhhhhhh) section 211 in the portion preceding paragraph a) and paragraph 211b);

(iiiiiii) section 212;

(jjjjjjj) subsections 213(1) and (2).

155( 2) The headings preceding the following sections of the French version of the Act are amended by striking out “corporation” wherever it appears and substituting “société”:

(a) section 3;

(b) section 6;

(d) section 13;

(e) section 14;

(f) section 19;

(g) section 21;

(h) section 34;

(i) section 99.11;

(j) section 99.3;

(k) section 104;

(l) section 130;

(m) section 135;

(n) section 152;

(o) section 154;

(p) section 178;

(q) section 181;

(r) section 192;

(s) section 194;

(t) section 213.

155( 3) The heading « CORPORATIONS EXTRAPROVINCIALES » that follows PART XVII of the French version of the Act is amended by striking out “CORPORATIONS” and substituting “SOCIÉTÉS”.

156( 1) The following provisions of the French version of the Act are amended by striking out “raison sociale” wherever it appears and substituting “dénomination sociale”:

(a) paragraph 4(1)a);

(b) subsections 8(1), (2), (3) and (6);

(d) subsection 10(1) in the portion preceding paragraph a), paragraphs 10(2)a), b), c) and d)and subsections 10(3), (4) et (5);

(e) subsection 11(1);

(f) paragraph 113(1)a) and subsection 113(3);

(g) paragraph 171b);

(h) paragraph 194(1)a) and subsection 194(2);

(i) section 198 in the portion preceding paragraph a), paragraphs 198a) and b);

(j) subsection 199(1) in the portion preceding paragraph a) and paragraph 199(1)a);

(k) subsections 202(1) and (2);

(l) paragraph 206(1)a).

156( 2) Paragraph 10(1)a) of the French version of the Act is amended by striking out “raison sociale” and substituting “dénomination sociale ou à la raison sociale, selon le cas,”,

156( 3) The headings preceding the following sections of the French version of the Act are amended by striking out “raison sociale” wherever it appears and substituting “dénomination sociale”:

(a) section 8;

(b) section 9;

(d) section 198;

(e) section 199;

(f) section 202.

157( 1) The heading “SHARE CERTIFICATES, TRANSFERS, REGISTERS” that follows PART VI of the Act is amended by striking out “SHARE CERTIFICATES” and substituting “SECURITY CERTIFICATES”.

157( 2) The heading “Share certificates” preceding section 47 of the Act is repealed and the following is substituted:

Security certificates

157( 3) The following provisions of the Act are amended by striking out “share certificate” wherever it appears and substituting “security certificate”:

(a) subsection 47(6) and subsection 47(7) in the portion preceding paragraph (a);

(b) paragraph 48(6)(a);

(d) paragraph 133(8)(a);

(e) subsection 181(3).

157( 4) The following provisions of the Act are amended by striking out “share certificates” wherever it appears and substituting “security certificates”:

(a) subsection 47(9);

(b) subsection 133(5);

157( 5) The following provision of the English version of the Act are amended by striking out “share certificate” wherever it appears and substituting “security certificate”:

(a) subsection 47(10) in the portion preceding paragraph (a) and subsection 47(11) in the portion preceding paragraph (a);

(b) subsection 126(8.1);

157( 6) The following provisions of the French version of the Act are amended by striking out “certificats d’actions” wherever it appears and substituting “certificats de valeurs mobilières”:

(a) subsection 47(10) in the portion preceding paragraph a) and subsection 47(11) in the portion preceding paragraph a);

(b) subsection 126(8.1).

CONDITIONAL AMENDMENTS, CONSEQUENTIAL AMENDMENTS, TRANSITIONAL AMENDMENT AND COMMENCEMENT

Conditional amendments – Supported Decision-Making and Representation Act

158( 1) If Bill 20, introduced in the second session of the 60th Legislature and entitled the Supported Decision-Making and Representation Act, receives Royal Assent, and this section comes into force before subsection 67(2) of that Act, subsection 67(2) of that Act is repealed and the following is substituted:

67( 2) Paragraph 49(2)(b) of the Act is repealed and the following is substituted:

(b) a guardian, attorney for property, representative under the Supported Decision-Making and Representation Act, committee, trustee or curator representing a registered security holder who is a minor, a represented person, a person who is incapable of managing their affairs or a missing person; or

158( 2) If Bill 20, introduced in the second session of the 60th Legislature and entitled the Supported Decision-Making and Representation Act, receives Royal Assent, and subsection 67(2) of that Act comes into force before this section, section 38 of this Act is repealed and the following is substituted:

38 Section 49 of the Act is repealed and the following is substituted:

49( 1) A corporation may, subject to sections 86, 87 and 90, treat the registered holder of a security as the person exclusively entitled to vote, to receive notices, to receive any interest, dividend or other payments in respect of the security, and otherwise to exercise all the rights and powers of an owner of the security.

(a) the executor, administrator, administrator with will annexed, estate trustee, heir or legal representative of the heirs, of the estate of a deceased security holder;

(b) a guardian, attorney for property, representative under the Supported Decision-Making and Representation Act, committee, trustee, curator or tutor representing a registered security holder who is a minor, a represented person, a person who is incapable of managing their affairs or a missing person; or

(a) the original grant of probate or of letters of administration, or a copy thereof certified to be a true copy by,

( i) the court that granted the probate or letters of administration,

( ii) a trust corporation incorporated under the laws of Canada or a province or territory of Canada, or

( iii) a lawyer or notary acting on behalf of the person; or

(b) in the case of transmission by notarial will in the Province of Quebec, a copy thereof authenticated under the laws of that Province, together with,

( i) an affidavit or declaration of transmission made by the person stating the particulars of the transmission;

( ii) the security certificate that was owned by the deceased holder,

( A) in case of a transfer to the person, with or without the endorsement of that person, and

( B) in case of a transfer to any other person, endorsed in accordance with section 29 of the Securities Transfer Act, and

( iii) any assurance the issuer may require under section 87 of the Securities Transfer Act.

49( 8) Deposit of the documents required by subsection (7) empowers a corporation or its transfer agent to record in a securities register the transmission of a security from the deceased holder to a person referred to in paragraph (2)(a) or to any person that person may designate and, thereafter, to treat the person who thus becomes a registered holder as the owner of those securities.

49( 9) Subsections (6), (7) and (8) do not limit any right of a person to transfer securities or obtain registration of transfer in accordance with the Securities Transfer Act.

158( 3) If this section and subsection 67(2) of the Bill entitled Substitute Decision-Making and Representation Act, introduced in the second session of the 60th Legislature, come into force on the same date, this section is deemed to have come into force before that subsection.

Regulation under the Agricultural Insurance Act

159 Subsection 3(7) of the French version of New Brunswick Regulation 95-122 under the Agricultural Insurance Act is amended by striking out “d’une corporation en vertu de la Loi sur les corporations commerciales” and substituting “d’une société prévus à la Loi sur les sociétés par actions”.

Regulation under the Aquaculture Act

160 Clause 13a)(ii)(D) of the French version of New Brunswick Regulation 2022-28 under the Aquaculture Act is amended by striking out “Loi sur les corporations commerciales” and substituting “Loi sur les sociétés par actions”.

Cannabis Management Corporation Act

161 Subsection 3(2) of the French version of the Cannabis Management Corporation Act, chapter 3 of the Acts of New Brunswick, 2018, is amended by striking out “Loi sur les corporations commerciales” and substituting “Loi sur les sociétés par actions”.

Cemetery Companies Act

162 Section 2 of the French version of the Cemetery Companies Act, chapter C-1 of the Revised Statutes, 1973, is amended by striking out “constituée en corporation en application de la Loi sur les compagnies ou de la Loi sur les corporations commerciales” and substituting “constituée en corporation en application de la Loi sur les compagnies ou en société en application de la Loi sur les sociétés par actions”.

Regulation under the Cemetery Companies Act

163 Subparagraph 3(2)b)(v) of the French version of New Brunswick Regulation 94-129 under the Cemetery Companies Act is repealed and the following is substituted:

( ii) si le demandeur est constitué en société en vertu de la Loi sur les sociétés par actions, d’une copie certifiée conforme de son certificat de constitution en société et de ses statuts constitutifs;

Clean Environment Act

164 Subparagraph 32r.10)(ii) of the French version of the Clean Environment Act, chapter C-6 of the Revised Statutes, 1973, is amended by striking out “Loi sur les corporations commerciales” and substituting “Loi sur les sociétés par actions”.

Collection and Debt Settlement Services Act

165( 1) Paragraph 2(1)a.1) of the French version of the Collection and Debt Settlement Services Act, chapter 126 of the Revised Statutes, 2011, is amended by striking out “Loi sur les corporations commerciales” and substituting “Loi sur les sociétés par actions”.

165( 2) Paragraph 9.62(1)c) of the French version of the Act is amended by striking out “Loi sur les corporations commerciales” and substituting “Loi sur les sociétés par actions”.

Regulation under the Combat Sport Act

166 Clause 10(1)b)(iii)(A) of the French version of New Brunswick Regulation 2014-131 under the Combat Sport Act is repealed and the following is substituted:

( A) en vertu de la Loi sur les sociétés par actions, une copie du certificat de constitution en société,

Regulation under the Common Business Identifier Act

167 Paragraph 2a) of the French version of New Brunswick Regulation 2002-51 under the Common Business Identifier Act is amended by striking out “Loi sur les corporations commerciales” and substituting “Loi sur les sociétés par actions”.

Companies Act

168( 1) Subsection 18.1(6) of the French version of the Companies Act, chapter C-13 of the Revised Statutes, 1973, is amended by striking out “Loi sur les corporations commerciales” and substituting “Loi sur les sociétés par actions”.

168( 2) Subsection 26(1.1) of the French version of the Act is repealed and the following is substituted:

26( 1.1) Par dérogation à toute autre disposition de la présente loi ou à toute disposition de la Loi sur les sociétés par actions, une personne morale constituée en corporation en vertu de la présente loi et prorogée en tant que société en vertu de l’alinéa 2(1)c) de la Loi sur les sociétés par actions peut, si cette personne morale, immédiatement avant sa prorogation en vertu de la Loi sur les sociétés par actions, était un club ou une association de pêche ou un club sportif ou littéraire, ou encore une compagnie à des fins charitables, philanthropiques, antialcooliques, religieuses, sociales, politiques, littéraires, éducatives, athlétiques ou à d’autres fins semblables, et est une société valide et existante en vertu de la Loi sur les sociétés par actions au moment de la demande, demander des lettres patentes en vertu de la présente loi, et le Directeur peut, sur réception d’une preuve satisfaisante que la personne morale en cause est une société valide et existante en vertu de la Loi sur les sociétés par actions et que l’intérêt public de la province ne sera pas lésé, délivrer des lettres patentes le prorogeant à titre de compagnie en vertu de la présente loi, mais en limitant les objets et les pouvoirs de la compagnie aux objets et pouvoirs pour lesquels des lettres patentes peuvent être délivrées en vertu de la présente loi.

168( 3) Subsection 126(1) of the French version of the Act is amended by striking out “Loi sur les corporations commerciales” and substituting “Loi sur les sociétés par actions”.

Condominium Property Act

169 Subsection 19(2) of the French version of the Condominium Property Act, chapter C-16.05 of the Acts of New Brunswick, 2009, is amended by striking out “Loi sur les corporations commerciales” and substituting “Loi sur les sociétés par actions”.

Cooperatives Act

170 Paragraph 145(1)c) of the French version of the Cooperatives Act, chapter 24 of the Acts of New Brunswick, 2019, is amended by striking out “Loi sur les corporations commerciales” and substituting “Loi sur les sociétés par actions”.

Cost of Credit Disclosure and Payday Loans Act

171 Paragraph 51.62(1)c) of the French version of the Cost of Credit Disclosure and Payday Loans Act, chapter C-28.3 of the Acts of New Brunswick, 2002, is amended by striking out “Loi sur les corporations commerciales” and substituting “Loi sur les sociétés par actions”.

Credit Unions Act

172( 1) Subsection 229(2) of the French version of the Credit Unions Act, chapter 25 of the Acts of New Brunswick, 2019, is amended by striking out “Loi sur les corporations commerciales” and substituting “Loi sur les sociétés par actions”.

172( 2) Paragraph 256(1)c) of the French version of the Act is amended by striking out “Loi sur les corporations commerciales” and substituting “Loi sur les sociétés par actions”.

Debtor Transactions Act

173 Section 8 of the French version of the Debtor Transactions Act, chapter 23 of the Acts of New Brunswick, 2015, is amended

(a) in subsection (4) by striking out “Loi sur les corporations commerciales” and substituting “Loi sur les sociétés par actions”;

(b) in subsection (5) in the portion preceding paragraph a) by striking out “Loi sur les corporations commerciales” and substituting “Loi sur les sociétés par actions”;

( i) in paragraph a) in the portion preceding subparagraph (i) by striking out “Loi sur les corporations commerciales” and substituting “Loi sur les sociétés par actions”;

( ii) in paragraph b) by striking out “Loi sur les corporations commerciales” and substituting “Loi sur les sociétés par actions”.

Direct Sellers Act

174 Paragraph 24.62(1)c) of the French version of the Direct Sellers Act, chapter 141 of the Revised Statutes, 2011, is amended by striking out “Loi sur les corporations commerciales” and substituting “Loi sur les sociétés par actions”.

Early Childhood Services Act

175 Subsection 15(1) of the French version of the Early Childhood Services Act, chapter E-0.5 of the Acts of New Brunswick, 2010, is amended

(a) in the definition « administrateur » by striking out “Loi sur les corporations commerciales” and substituting “Loi sur les sociétés par actions”;

(b) in the definition « affilié » by striking out “Loi sur les corporations commerciales” and substituting “Loi sur les sociétés par actions”;

(c) in the definition « associé » by striking out “Loi sur les corporations commerciales” and substituting “Loi sur les sociétés par actions”;

(d) in the definition « fondateur » by striking out “Loi sur les corporations commerciales” and substituting “Loi sur les sociétés par actions”.

Regulation under the Early Childhood Services Act

176 Paragraph 4(1)a) of the French version of New Brunswick Regulation 2018-11 under the Early Childhood Services Act is amended by striking out “Loi sur les corporations commerciales” and substituting “Loi sur les sociétés par actions”.

Electricity Act

177( 1) Section 1 of the French version of the Electricity Act, chapter 7 of the Acts of New Brunswick, 2013, is amended

(a) in the definition « Directeur » by striking out “Loi sur les corporations commerciales” and substituting “Loi sur les sociétés par actions”;

(b) in the definition « filiale » by striking out “Loi sur les corporations commerciales” and substituting “Loi sur les sociétés par actions”;

(c) in the definition « statuts » by striking out “Loi sur les corporations commerciales” and substituting “Loi sur les sociétés par actions”.

177( 2) Subsection 2.1(5) of the French version of the Act is amended by striking out “Loi sur les corporations commerciales” and substituting “Loi sur les sociétés par actions”.

177( 3) Subsection 2.62(1) of the French version of the Act is amended by striking out “Loi sur les corporations commerciales” and substituting “Loi sur les sociétés par actions”.

177( 4) Subsection 3(6) of the French version of the Act is amended by striking out “Loi sur les corporations commerciales” and substituting “Loi sur les sociétés par actions”.

177( 5) Subsection 51(4) of the French version of the Act is amended by striking out “Loi sur les corporations commerciales” and substituting “Loi sur les sociétés par actions”.

177( 6) Section 67 of the French version of the Act is amended in the portion preceding paragraph a) by striking out “Loi sur les corporations commerciales” and substituting “Loi sur les sociétés par actions”.

Regulation under the Electricity Act

178 The French version of New Brunswick Regulation 2015-60 under the Electricity Act is amended

(a) in section 5 in paragraph b) of the definition « entreprise autochtone » by striking out “d’une corporation selon la définition que donne de ce mot la Loi sur les corporations commerciales” and substituting “d’une société selon la définition que donne de ce mot la Loi sur les sociétés par actions”;

(b) in section 22

( i) in subparagraph (1)a)(v) by striking out “une corporation selon la définition que donne de ce mot la Loi sur les corporations commerciales” and substituting “une société selon la définition que donne de ce mot la Loi sur les sociétés par actions”;

( ii) in paragraph (2)d) by striking out “une corporation selon la définition que donne de ce mot la Loi sur les corporations commerciales” and substituting “une société selon la définition que donne de ce mot la Loi sur les sociétés par actions”.

Enforcement of Money Judgments

179 Section 79 of the French version of the Enforcement of Money Judgments Act, chapter 23 of the Acts of New Brunswick, 2013, is amended

(a) in subsection (1) in the definition « convention unanime des actionnaires » by striking out “Loi sur les corporations commerciales” and substituting “Loi sur les sociétés par actions”;

(b) in subsection (6) by striking out “Loi sur les corporations commerciales” and substituting “Loi sur les sociétés par actions”;

(c) in subsection (7) by striking out “Loi sur les corporations commerciales” and substituting “Loi sur les sociétés par actions”;

(d) in subsection (8) by striking out “Loi sur les corporations commerciales” and substituting “Loi sur les sociétés par actions”.

Regulation under the Family Services Act

180 The French version of New Brunswick Regulation 2020-21 under the Family Services Act is amended

(a) in subsection 36(3) by striking out “une corporation selon la définition que donne de ce terme la Loi sur les corporations commerciales” and substituting “une société selon la définition que donne de ce terme la Loi sur les sociétés par actions”;

(b) in subsection 85(1) by striking out “une corporation selon la définition que donne de ce terme la Loi sur les corporations commerciales” and substituting “une société selon la définition que donne de ce terme la Loi sur les sociétés par actions”.

Regulation under the Financial Administration Act

181 The French version of New Brunswick Regulation 85-208 under the Financial Administration Act is amended

(a) in section 1 by striking out “Loi sur les corporations commerciales” and substituting “Loi sur les sociétés par actions”;

(b) in section 2 by striking out “établi en vertu de la Loi sur les corporations commerciales” and substituting “pris en vertu de la Loi sur les sociétés par actions”.

Regulation under the Fish and Wildlife Act

182 Subparagraph 9.1(2)b)(i) of the French version of New Brunswick Regulation 94-47 under the Fish and Wildlife Act is amended by striking out “Loi sur les corporations commerciales” and substituting “Loi sur les sociétés par actions”.

Foreign Resident Corporations Act

183( 1) Section 1.1 of the French version of the Foreign Resident Corporations Act, chapter 109 of the Revised Statutes, 2014, is amended by striking out “Loi sur les corporations commerciales” and substituting “Loi sur les sociétés par actions”.

183( 2) Paragraph 4(2)b) of the French version of the Act is amended by striking out “Loi sur les corporations commerciales” and substituting “Loi sur les sociétés par actions”.

183( 3) Subsection 18(3) of the French version of the Act is amended by striking out “Loi sur les corporations commerciales” and substituting “Loi sur les sociétés par actions”.

183( 4) Section 19 of the French version of the Act is amended

(a) in subsection (1) by striking out “Loi sur les corporations commerciales” and substituting “Loi sur les sociétés par actions”;

(b) in subsection (2) by striking out “Loi sur les corporations commerciales” and substituting “Loi sur les sociétés par actions”.

Gas Distribution Act, 1999

184( 1) Section 1 of the French version of the Gas Distribution Act, 1999, chapter G-2.11 of the Acts of New Brunswick, 1999, is amended

(a) in the definition « affilié » by striking out “Loi sur les corporations commerciales” and substituting “Loi sur les sociétés par actions”;

(b) in the definition « associé » by striking out “Loi sur les corporations commerciales” and substituting “Loi sur les sociétés par actions”.

184( 2) Section 27 of the French version of the Act is amended

(a) in subsection (5) by striking out “Loi sur les corporations commerciales” and substituting “Loi sur les sociétés par actions”;

(b) in subsection (6) by striking out “Loi sur les corporations commerciales” and substituting “Loi sur les sociétés par actions”.

Regulation under the Gas Distribution Act, 1999

185 Paragraph 11(1)c) of the French version of New Brunswick Regulation 99-60 under the Gas Distribution Act, 1999, is amended by striking out “Loi sur les corporations commerciales” and substituting “Loi sur les sociétés par actions”.

Insurance Act

186 Paragraph 389(1)c) of the French version of the Insurance Act, chapter I-12 of the Revised Statutes, 1973, is amended by striking out “Loi sur les corporations commerciales” and substituting “Loi sur les sociétés par actions”.

Limited Partnership Act

187 Paragraph 7(1)a) of the French version of the Limited Partnership Act, chapter L-9.1 of the Acts of New Brunswick, 1984, is amended by striking out “au nom d’une corporation déjà constituée, prorogée ou enregistrée en vertu de la Loi sur les corporations commerciales” and substituting “au nom d’une société déjà constituée, prorogée ou enregistrée en vertu de la Loi sur les sociétés par actions”.

Regulation under the Limited Partnership Act

188 Subparagraph 3b.1)(ii) of the French version of New Brunswick Regulation 84-196 under the Limited Partnership Act is repealed and the following is substituted:

( ii) à la raison sociale d’une société extraprovinciale exemptée en vertu de l’article 11.1 du Règlement général – Loi sur les sociétés par actions, ou

Loan and Trust Companies Act

189( 1) Section 9 of the French version of the Loan and Trust Companies Act, chapter L-11.2 of the Acts of New Brunswick, 1987, is amended by striking out “Loi sur les corporations commerciales” and substituting “Loi sur les sociétés par actions”.

189( 2) Paragraph 19(1)a) of the French version of the Act is repealed and the following is substituted:

a) identique ou abusivement similaire à la raison sociale ou à la dénomination sociale, selon le cas, soit d’une autre compagnie, soit d’une société régie par la Loi sur les sociétés par actions, soit d’une personne morale enregistrée en vertu de la partie 17 de cette loi, soit d’une compagnie régie par la Loi sur les compagnies, soit d’une société en commandite formée ou prorogée en vertu de la Loi sur les sociétés en commandite, soit d’une société en commandite extraprovinciale ayant déposé une déclaration en vertu de cette loi, soit d’une firme ou personne qui a procédé à l’enregistrement conformément à la Loi sur l’enregistrement des sociétés en nom collectif et des appellations commerciales, à moins que la compagnie, la société, la personne morale, la firme ou la personne n’y consente et dans le cas d’une compagnie, d’une société, d’une personne morale, d’une firme ou d’une personne, ne s’engage à changer sa désignation dans les six mois de la date de son consentement,

189( 3) The heading “Changement de régime : prorogation sous la Loi sur les corporations commerciales” preceding section 29 of the French version of the Act is amended by striking out “Loi sur les corporations commerciales” and substituting “Loi sur les sociétés par actions”.

189( 4) Section 29 of the French version of the Act is amended

(a) in subsection (1) by striking out “Loi sur les corporations commerciales” and substituting “Loi sur les sociétés par actions”;

(b) in subsection (3) by striking out “Loi sur les corporations commerciales” and substituting “Loi sur les sociétés par actions”;

29( 4) À la date figurant sur le certificat de prorogation délivré aux termes de l’article 126 de la Loi sur les sociétés par actions, la société prorogée devient assujettie à cette loi et la présente loi ainsi que toute loi spéciale de la Législature constituant la compagnie ou la personne morale cessent de s’appliquer à l’égard de la société.

(d) in subsection (5) by striking out “Loi sur les corporations commerciales” and substituting “Loi sur les sociétés par actions”.

189( 5) Paragraph 57(1)c) of the French version of the Act is amended by striking out “Loi sur les corporations commerciales” and substituting “Loi sur les sociétés par actions”.

189( 6) Section 94 of the French version of the Act is amended by striking out “Loi sur les corporations commerciales” and substituting “Loi sur les sociétés par actions”.

189( 7) Section 136 of the French version of the Act is repealed and the following is substituted:

136 L’article 91 de la Loi sur les sociétés par actions s’applique avec les adaptations nécessaires à la compagnie provinciale comme s’il s’agissait d’une société en vertu de cette loi.

189( 8) Subsection 157(1) of the French version of the Act is amended by striking out “Loi sur les corporations commerciales” and substituting “Loi sur les sociétés par actions”.

189( 9) The heading “Application de la Loi sur les corporations commerciales” preceding section 177 of the French version of the Act is amended by striking out “Loi sur les corporations commerciales” and substituting “Loi sur les sociétés par actions”.

189( 10) Section 177 of the French version of the Act is amended by striking out “Loi sur les corporations commerciales” and substituting “Loi sur les sociétés par actions”.

189( 11) Paragraph 276(2)d) of the French version of the Act is amended by striking out “Loi sur les corporations commerciales” and substituting “Loi sur les sociétés par actions”.

Mortgage Brokers Act

190 Paragraph 74(1)c) of the French version of the Mortgage Brokers Act, chapter 41 of the Acts of New Brunswick, 2014, is amended by striking out ““Loi sur les corporations commerciales” and substituting “Loi sur les sociétés par actions”.

Natural Products Act

191( 1) Paragraph 27(1)dd) of the French version of the Natural Products Act, chapter N-1.2 of the Acts of New Brunswich, 1999, is amended by striking out “d’une corporation prévus à la Loi sur les corporations commerciales” and substituting “d’une société prévus à la Loi sur les sociétés par actions”.

191( 2) Section 34 of the French version of the Act is amended by striking out “d’une corporation prévus à la Loi sur les corporations commerciales” and substituting “d’une société prévus à la Loi sur les sociétés par actions”.

Regulations under the Natural Products Act

192( 1) Paragraph 11i) of the French version of New Brunswick Regulation 2001-46 under the Natural Products Act is amended by striking out “d’une corporation prévus à la Loi sur les corporations commerciales” and substituting “d’une société prévus à la Loi sur les sociétés par actions”.

192( 2) Paragraph 11r) of the French version of New Brunswick Regulation 2002-60 under the Natural Products Act is amended by striking out “d’une corporation prévus à la Loi sur les corporations commerciales” and substituting “d’une société prévus à la Loi sur les sociétés par actions”.

192( 3) Paragraph 11x) of the French version of New Brunswick Regulation 2002-85 under the Natural Products Act is amended by striking out “d’une corporation prévus à la Loi sur les corporations commerciales” and substituting “d’une société prévus à la Loi sur les sociétés par actions”.

192( 4) Paragraph 11bb) of the French version of New Brunswick Regulation 2003-54 under the Natural Products Act is amended by striking out “d’une corporation prévus à la Loi sur les corporations commerciales” and substituting “d’une société prévus à la Loi sur les sociétés par actions”.

192( 5) Paragraph 11bb) of the French version of New Brunswick Regulation 2003-55 under the Natural Products Act is amended by striking out “d’une corporation prévus à la Loi sur les corporations commerciales” and substituting “d’une société prévus à la Loi sur les sociétés par actions”.

192( 6) Paragraph 11bb) of the French version of New Brunswick Regulation 2003-56 under the Natural Products Act is amended by striking out “d’une corporation prévus à la Loi sur les corporations commerciales” and substituting “d’une société prévus à la Loi sur les sociétés par actions”.

192( 7) Paragraph 11q) of the French version of New Brunswick Regulation 2003-83 under the Natural Products Act is amended by striking out “d’une corporation prévus à la Loi sur les corporations commerciales” and substituting “d’une société prévus à la Loi sur les sociétés par actions”.

192( 8) Paragraph 11aa) of the French version of New Brunswick Regulation 2006-9 under the Natural Products Act is amended by striking out “d’une corporation prévus à la Loi sur les corporations commerciales” and substituting “d’une société prévus à la Loi sur les sociétés par actions”.

192( 9) Section 10 of the French version of New Brunswick Regulation 2006-61 under the Natural Products Act is amended by striking out “d’une corporation prévus à la Loi sur les corporations commerciales” and substituting “d’une société prévus à la Loi sur les sociétés par actions”.

192( 10) Section 9 of the French version of New Brunswick Regulation 2010-107 under the Natural Products Act is amended by striking out “d’une corporation prévus à la Loi sur les corporations commerciales” and substituting “d’une société prévus à la Loi sur les sociétés par actions”.

192( 11) Paragraph 9p) of the French version of New Brunswick Regulation 2014-1 under the Natural Products Act is amended by striking out “d’une corporation prévus à la Loi sur les corporations commerciales” and substituting “d’une société prévus à la Loi sur les sociétés par actions”.

New Brunswick Liquor Corporation Act

193( 1) Section 1 of the French version of the New Brunswick Liquor Corporation Act, chapter 105 of the Revised Statutes, 2016, is amended in the definition « filiale » by striking out “Loi sur les corporations commerciales” and substituting “Loi sur les sociétés par actions”.

193( 2) Paragraph 4(2)d) of the French version of the Act is amended by striking out “Loi sur les corporations commerciales” and substituting “Loi sur les sociétés par actions”.

Regulation under the Official Notices Publication Act

194 Schedule A of the French version of New Brunswick Regulation 2019-24 under the Official Notices Publication Act is amended by striking out the portion of the table dealing with the Loi sur les corporations commerciales and substituting the following:

Loi sur les sociétés par actions
avis de délivrance d’un certificat de constitution en société	12 $
avis de délivrance d’un certificat de prorogation	12 $
avis de délivrance d’un certificat de modification	12 $
avis de changement de dénomination d’une société	12 $
avis de délivrance d’un certificat d’arrangement	12 $
avis de délivrance d’un certificat de fusion	12 $
avis aux créanciers d’une fusion envisagée	20 $
avis de délivrance d’un certificat d’intention de dissolution	12 $
avis de délivrance d’un certificat de renonciation d’intention de dissolution	12 $
avis de délivrance d’un certificat de dissolution	12 $
avis de la décision de dissoudre une société	néant
avis de dissolution d’une société	néant
avis d’ordonnance de liquidation et de dissolution d’une société sous la surveillance de la cour	12 $
avis de délivrance d’un certificat de constitution mis à jour	12 $
avis de délivrance d’un certificat de reconstitution	12 $
avis de délivrance d’un certificat de reconstitution et d’un certificat de constitution mis à jour	12 $
avis de nomination ou de libération d’un séquestre ou d’un séquestre-gérant	12 $
avis de délivrance d’un certificat de cessation	12 $
avis de délivrance d’un certificat d’enregistrement d’une société extraprovinciale	12 $
avis de délivrance d’un certificat de modification d’enregistrement d’une société extraprovinciale	12 $
avis du commencement des démarches de liquidation relatives à une société extraprovinciale	12 $
avis de la décision d’annuler l’enregistrement d’une société extraprovinciale	néant
avis d’annulation d’enregistrement d’une société extraprovinciale	néant
avis de délivrance d’un certificat de rétablissement d’enregistrement d’une société extraprovinciale	12 $
avis de délivrance d’un certificat d’enregistrement d’une société extraprovinciale issue d’une fusion	12 $

Regulation under the Partnerships and Business Names Registration Act

195 Subparagraph 2b.1)(ii) of the French version of New Brunswick Regulation 81-35 under the Partnerships and Business Names Registration Act is repealed and the following is substituted:

( ii) à la raison sociale d’une société extraprovinciale exemptée en vertu de l’article 11.1 du Règlement général - Loi sur les sociétés par actions, ou

Pension Benefits Act

196 Subsection 1(1) of the French version of the Pension Benefits Act, chapter P-5.1 of the Acts of New Brunswick, 1987, is amended in the definition « régime de pension interemployeur » by striking out “Loi sur les corporations commerciales” and substituting “Loi sur les sociétés par actions”.

Regulation under the Pension Benefits Act

197 Subsection 2(2) of the French version of New Brunswick Regulation 91-195 under the Pension Benefits Act is amended by striking out “Loi sur les corporations commerciales” and substituting “Loi sur les sociétés par actions”.

Pipeline Act, 2005

198 Section 17 of the French version of the Pipeline Act, 2005, chapter P-8.5 of the Acts of New Brunswick, 2005, is amended

(a) in subsection (2) by striking out “Loi sur les corporations commerciales” and substituting “Loi sur les sociétés par actions”;

(b) in subsection (3) by striking out “Loi sur les corporations commerciales” and substituting “Loi sur les sociétés par actions”.

Pre-arranged Funeral Services Act

199 Paragraph 30.62(1)c) of the French version of the Pre-arranged Funeral Services Act, chapter 109 of the Revised Statutes, 2012, is amended by striking out “Loi sur les corporations commerciales” and substituting “Loi sur les sociétés par actions”.

Real Estate Agents Act

200 Paragraph 43.62(1)c) of the French version of the Real Estate Agents Act, chapter 215 of the Revised Statutes, 2011, is amended by striking out “Loi sur les corporations commerciales” and substituting “Loi sur les sociétés par actions”.

Securities Act

201( 1) Section 99 of the French version of the Securities Act, chapter S-5.5 of the Acts of New Brunswick, 2004, is amended by striking out “Loi sur les corporations commerciales” and substituting “Loi sur les sociétés par actions”.

201( 2) Paragraph 183(1)c) of the French version of the Act is amended by striking out “Loi sur les corporations commerciales” and substituting “Loi sur les sociétés par actions”.

Special Corporate Continuance Act

202( 1) Section 1.1 of the French version of the Special Corporate Continuance Act, chapter S-12.01 of the Acts of New Brunswick, 1999, is amended by striking out “Loi sur les corporations commerciales” and substituting “Loi sur les sociétés par actions”.

202( 2) The heading “Application de la Loi sur les corporations commerciales” preceding section 13 of the French version of the Act is amended by striking out “Loi sur les corporations commerciales” and substituting “Loi sur les sociétés par actions”.

202( 3) Section 13 of the French version of the Act is amended

(a) in subsection (1) by striking out “Loi sur les corporations commerciales” and substituting “Loi sur les sociétés par actions”;

(b) in subsection (2) by striking out “Loi sur les corporations commerciales” wherever it appears and substituting “Loi sur les sociétés par actions”;

(c) in paragraph (3)a) by striking out “Loi sur les corporations commerciales” and substituting “Loi sur les sociétés par actions”.

202( 4) Paragraph 15a) of the French version of the Act is amended by striking out “Loi sur les corporations commerciales” and substituting “Loi sur les sociétés par actions”.

202( 5) The heading “Prorogation en vertu de la Loi sur les corporations commerciales” preceding section 16 of the French version of the Act is amended by striking out “Loi sur les corporations commerciales” and substituting “Loi sur les sociétés par actions”.

202( 6) Section 16 of the French version of the Act is amended

(a) in subsection (1) by striking out “Loi sur les corporations commerciales” and substituting “Loi sur les sociétés par actions”;

(b) in subsection (2) by striking out “Loi sur les corporations commerciales” wherever it appears and substituting “Loi sur les sociétés par actions”;

(c) in subsection (3) by striking out “Loi sur les corporations commerciales” and substituting “Loi sur les sociétés par actions”.

202( 7) Section 18 of the French version of the Act is amended

(a) in subsection (1) by striking out “Loi sur les corporations commerciales” and substituting “Loi sur les sociétés par actions”;

(b) in subsection (4) by striking out “Loi sur les corporations commerciales” and substituting “Loi sur les sociétés par actions”.

202( 8) Paragraph 21a) of the French version of the Act is amended by striking out “Loi sur les corporations commerciales” and substituting “Loi sur les sociétés par actions”.

Transitional provision

203 On the commencement of this section, a share certificate issued under the Business Corporations Act, chapter B-9.1 of the Acts of New Brunswick, 1981, that is valid immediately before the commencement of this section shall be deemed to be a security certificate issued under that Act and shall continue to be valid.

Commencement

204 Paragraph 46(b) and sections 138 and 154 of this Act come into force on a day or days to be fixed by proclamation.