Bill 69 (Legislature 15, Session 3)

L15 S3 1373

Alberta — Bills

No. 69 3rd Session, 15th Legislature, Alberta 14 Elizabeth II BILL 69 A Bill to amend The Companies Act HON. MR. HOLOWACH Printed by L. S. WALL, Printer to the Queen's Most Excellent Majesty, Edmonton, Alberta, 1966

Explanatory Note I. This Bill will amend

chapter 53 of the Revised Statutes.

Section 12 presently reads: 12.

(1) A company, society or association shall not be incorporated, and a foreign company, other than a Dominion company, shall not be registered, by a name identical with that by which a company to which this Act applies, or any other company, society, association or firm in existence is carrying on business or is incorporated or regis tered in the Province, or so nearly resembling that name as in the opinion of the Registrar to be calculated to deceive, or by a name of which the Registrar for any other reason disapproves, except where the existing company, society, association or firm is in the course of being dissolved or of changing its name and signifies its consent in such manner as the Registrar requires, or except in the case of a company other than one to which this Act applies, where such com pany has ceased or is deemed to have ceased to carry on business in the Province.

(2) Where a company or a foreign company has been duly struck off the register otherwise than at its own request, the company shall for a period of one year from the date when it was struck off be deemed for the purposes of subsection (1) to be a company in existence and carrying on business.

(3) If a company, society, or foreign company is, through inadver tence or otherwise, inco-rporated or registered by a name identical with that by which a company, society, association or firm has pre viously been carrying on business or been incorporate·d, licensed, or registered in the Province, or by a name so nearly resembling that name as to be calculated to deceive, the Registrar may remove the company from the register after the Registrar has given notice of his intention to do so and the company has failed to alter or procure the alteration of its name within such time as the Registrar specifies in the notice. ( 4) The Registrar may, on request, reserve a name for an intended company, or for a company about to change its name, or the name of a foreign company intending to apply for registration, for a period of fourteen days or such further period as he may allow, but not exceeding in the whole thirty days.

(5) This

section shall be construed ,to form part of any Act by or under which a company, society, or association is incorporated in the Province.

BILL No. 69 of 1966

An Act to amend The Co.mpanies Act (Assented to , 1966) HER MAJ~STy, by and with the advice. and co.nsent of the LegIslatIve Assembly o.f the Pro.VInCe o.f Alberta, enacts as fo.llows: 1. The Companies Act is hereby amended.

Section 12 is struck o.ut and the fo.IIo.wing sectio.ns are substituted: 12.

(1) A co.mpany shall no.t be inco.rpo.rated and a fo.reignco.mpany shall not be registered under a name, (-

a) that is kno.wn by the Registrar to. be the same as the name o.f an existing co.rpo.ration, (

b) that suggests 0.1' implies a co.nnectio.n with the Cro.wn 0.1' any member o.f the Ro.yal family 0.1' the Go.vernment o.f Canada 0.1' the go.vernment o.f any pro.vince o.f Canada 0.1' any department, branch, bureau, service, agency 0.1' activity o.f any such go.vernment witho.ut the co.nsent in writing o.f the appro.priate autho.rity, (

c) that includes the wo.rd "co.-operative" 0.1' any ab breviatio.n 0.1' derivatio.n thereo.f, 0.1' (

d) that in the o.pinion o.f the Registrar is o.bjectio.nable.

(2) A co.mpany shall no.t be inco.rpo.rated under this Act under a name that is kno.wn by the Registrar to. be the same as that o.f a disso.lved co.rpo.ratio.n.

(3) A company shall no.t be inco.rpo.rated or registered under this Act under a name that is kno.wn to. the Registrar to be similar to. the name o.f any o.ther co.rpo.ratio.n if the use o.f that name by the co.mpany Wo.uld be likely to. deceive, unless the co.rpo.ratio.n co.nsents in writing to its name being given in who.le o.r in part to. the co.mpany and, if required by the Registrar, undertakes to. disso.lve or to. change its name within six mo.nths after the inco.rpo.ratio.n o.f the co.mpany.

(4) A co.m'pany shall no.t be inco.rpo.rated 0.1' registered under this Act under a name that is kno.wn to. the Registrar to. be the same as o.r similar to. the name o.f a business o.r asso.ciatio.n if the use o.f that name by the co.mpany Wo.uld

Section 66 requires a register of members to be kept at the registered office of a company.

be likely to deceive, unless the business or association con sents in writing to its name being given in whole or in part to the company and, if required by the Registrar, undertakes to cease to carryon its business or activities or to change its name within six months after the incorporation of the company. (5) ~here a company other than a foreign company, through Inadvertence or otherwise, has been or is given a name that is the same as or is similar to the name of any other company, business or association that has previously been carrying on business or been incorporated or registered in the Province or that is objectionable for any reason, the Registrar, after he has given notice to the company of his intention to do so, may by order change the name of the company.

(6) On application of any person and on payment of the prescribed fee the Registrar may reserve a company name for a period of forty-five days, and the name may be held for the use of the applicant or his nominee within that period if it is otherwise acceptable under this section. (7) Subsections (1), (3) and (4) do not apply to a company incorporated by or under

an Act of the Parliament of Canada.

(8) In this

section "business or association" means an individual carrying on business, an association or a partner ship. 12a.

(1) A person who feels aggrieved as a result of the giving of a name under this Act or the changing or refusing to change a name under this Act may, upon at least seven days' notice to the Registrar and to such other persons as the court may direct, apply to the court for a review of the matter, and the court may make an order changing the name of the company to such name as it deems proper or may dismiss the application.

(2) Within ten days after an order is made under sub section (1), the company shall file with the Registrar a copy of the order certified under the seal of the court. 3. The following

section is added after

section 66: GSa.

(1) Notwithstanding

section 66, a company may keep the register of members at the head office or any branch office in the Province of any registered trust company under The Trust Companies Act, 1960.

(2) Where the register of members is kept at the head office or branch office of a trust company, the trust company is subject to the provisions of this Act respecting the register in the same manner and to the same extent as if the register were kept at the registered office of the company but the tru~t company is .not under any circum stances entitled to a lIen on the regIster. 2

Section ;7, subsection (1) presently reads: 77. ClJ The lII~mc.orandum of an)' compan)', limited b)' shard, or Ihnlh.·ll by guaranl'c:e and ha\'lnK a sharo cnpltal. may provide tor thn crNUc.on u( the share. In tht, CilJ)jtaJ CIt .ucla compan)' wlthout nominal (01' par \'alu('. nnd wht're it J)ro\'lde.a for prefel'1"td .har~8 h~\\'lng a. prt!'hlrenco n~ 10 principal In nddltlon to shaff'. without nominal or p~u \' .. Iul'. 11 .shall stntl' the nm/)unt of thl! Jlf(·terred shRrt.'M. the par tl('ular dU\ractef (If tl'" prt'fertonct', nnd th .. amount or each prelerr~ shaf.·, whld. l"hull ))\, five dollars or lome multiple Of flv. dollar., but not more than one hundred dollars.

Section 83 is amended to remove references to a form of statement that is no longer required under the Act.

Section 116, subsection (1), clause (

b) is revised to remove a reference to a form U a statement in lieu of prospectus" that is no longer in use. 7.

Part VIII of that Act requires companies incorporated out side the Province to become registered with the Registrar as a con dition of carrying on business in the Province. The amendment will exclude foreign trust companies which are required to be registered under The Trust Companies Act, 1960.

Section 265. subsection (1) presently reads: 265. (I' Any person ma,)' on payrnunt. of t.wcnty-ih·o c.·nta. or such IdB ",urn Aft the Liout('nant Gov.-rnor tn Council may orcSer. tor each l:ospcdlon Inspect the dOCullll'nts kel)t. tiled. or r~gt.tor,'d by tho Rl"J;bnrar. and nny ~r~on may rt.,()ulrt' a COP)" or extract of nn)' c1ocumont or part thf:rt of un payment for the copy or f,xtrllct of a tee nvt 4'xc~djnl{ t Wl"'nty (,f'nt. for o\'('r)" hundred word. or fr3C"Uona.l part thereof. Rnd 4\ further f,.e not I. xceedlng one dollar and ten l!~nt8 It a COl»)" or uxlrnct Is roqulr~d to be ctMlfted by the !taKIst",r A8 a lru(' copy. 9. The Third

Schedule is a

schedule or fees payable to the Registrar. Paragraph 16 presently reads: IG--I-'(lr oAch nl:

e) U\'l"f)" lIearch ." ••••••••••••••• "" ••••••••••• '"'"". .25 10. Commencement of Act. 3

Section 77, subsection (1) is amended by striking out the words "five dollars or some multiple of five dollars, but not more than one hundred dollar" and by substituting the words "one dollar or a multiple thereof".

Section 83 is amended (

a) as to subsection (1) (

i) by striking out the words "'or statement in lieu of prospectus" wherever they occur, (ii) by striking out the words "or the filing of the statement in lieu of prospectus,", (

b) as to subsection (4) by striking out the words "or any statement in lieu of prospectus,".

Section 116, subsection (1) is mnended by striking out clause (

b) and by substituting the following: (

b) in the case of shares not offered to the public for subscription, disclosed in any circular or notice, not being a prospectus, inviting sUbscriptions for the shares.

Section 164 is amended by adding at the end thereof the words "or a foreign company that is registered as a trust company under The Trust Companies Act, 1960".

Section 265 is amended by striking out subsection (1) and by substituting the following: 265.

(1) Any person may require a copy or extract of any document or part thereof on payment of a fee not ex ceeding thirty cents for each page of the copy or extract and a further fee not exceeding one dollar and ten cents if a copy or extract is required to be certified by the Registrar as a true copy. 9. The Third

Schedule is amended by striking out para graph 16 and by substituting the following: 16-For each and every search, including a search of the index of names kept by the Registrar, (

a) if over the counter. (

b) if by telephone ... (

c) if in writing. .25 .50 1.00 16a-For reservation of a company name. ... 1.00 16b-For a certificate of amalgamation per company being amalgamated ........ 11.00 10. This Act comes into force on the day upon which it is assented to. 3

No. 69 THIRD SESSION FIFTEENTH LEGISLATURE 14 ELIZABETH II 1966 BILL

An Act to amend The Companies Act Received and read the First time Second time Third time ...................................... . Hox. 1\iR. HOLOWACH Title: 1966 (15th, 3rd) Bill 69,

An Act to amend The Companies Act

Document details

Collection	Alberta — Bills
Citation	L15 S3 1373
Type	bill
Volume / chapter	L15 S3 1373
Language	en
Format	json
Source	PROVINCIAL
Identifier	375176b9c9a5ee53c4644f1d674d79f4294999bf

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