COMPANIES ACT (RSA 2000 cC-21)

RSA 2000 cC-21

Alberta — Consolidated Statutes

© Published by Alberta King’s Printer Alberta King’s Printer Suite 700, Park Plaza 10611 - 98 Avenue Edmonton, AB T5K 2P7 Phone: 780-427-4952 E-mail: kings-printer@gov.ab.ca Shop on-line at kings-printer.alberta.ca Province of Alberta Office Consolidation Revised Statutes of Alberta 2000

Chapter C-21 Current as of December 15, 2022 COMPANIES ACT

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Note All persons making use of this consolidation are reminded that it has no legislative sanction, that amendments have been embodied for convenience of reference only. The official Statutes and Regulations should be consulted for all purposes of interpreting and applying the law. Amendments Not in Force This consolidation incorporates only those amendments in force on the consolidation date shown on the cover.

It does not include the following amendments: 2020 c25 s2 amends s33(3), 36(4), 37, 38, 40, repeals ss44(2), 46 and 47(1), amends s48, repeals and substitutes s49, repeals s50, amends s51, repeals ss54, 55(2) and (3), repeals the heading preceding s56, and s56, repeals the heading preceding s57 and ss57 and 58, repeals and substitutes s60(2), repeals s61(1)(a), amends s64, repeals and substitutes s65(1), amends s66(1)(a), repeals ss67 and 68(4), amends s69, repeals ss73(2) to (6), amends ss75(2), 81(5), 82(2), repeals ss83(10) and (13) and ss84 and 85, repeals and substitutes s87(1)(c). 2020 c25 s2 (2021 c3 s5 - effective March 26, 2021) amends s34.

Regulations The following is a list of the regulations made under the Companies Act that are filed as Alberta Regulations under the Regulations Act Alta. Reg. Amendments Companies Act Companies ...................................................... 119/2000 ......... 206/2001, 251/2001, 354/2003, 4/2011, NOTE: AR 93/2026, except s2(

d) and (e) 32/2016, 33/2018, comes into force July 1, 2026; s2(d) 97/2021, 88/2025, and (

e) comes into force Oct 1, 2026 93/2026

1 COMPANIES ACT

Chapter C-21 Table of Contents 1

Definitions 2

Interpretation 2 . 1 Limited application of Act

Part 1 Application of Act 3 Existing companies 3 . 1 Non-application of A ct to corporations 4 Partial application of Act 5 Winding-up 6 Companies formed by special Act

Part 2 General Provisions 8 Extra-territorial capacity o f Provincial corporations 9 Property in joint tenancy 1 0 Use of word “limited”, etc. 1 1 Name of company 1 2 Change of name 1 3 Powers of companies 1 4 Loans

Part 3 Incorporation and Organization Division 1 Memorandum of Association 1 5 Formation of companies 1 6 Company limited by shares 1 7 Company limited by guarantee 1 8 Use of Limited or Ltd. 2 0 Powers of company

RSA 2000

Chapter C-21 COMPANIES ACT 2 Division 2 Articles of Association 2 1 Articles of Association 2 2 Company without share capital Division 3 Registration and Incorporation 2 5 Delivery of memorandum and articles 2 6 Certificate of incorporation 2 7 Conclusiveness of certificate 2 8 Effect of incorporation 2 9 Effect of memorandum and articles Division 4 Agent for Service 29.1 Agent for service 29.2 Alternative agent for service

Part 4 Alteration of Constitution Division 1 Memorandum of Association 3 0 Power to alter memorandum 3 1 Alterations in memorandum 3 2 Change of name 3 3 Change in registered office Objects 3 4 Alteration of objects or powers Share Capital 3 5 Restrictions on calling up uncalled capital 3 6 Alteration of share capital Consolidation, Subdivision, etc., of Share Capital 3 7 Consolidation, s ubdivision, etc., of share capital Reorganization of Share Capital 3 8 Powers of company to reorganize share capital 3 9 Objections by creditors 4 0 Order reducing share capital 4 1 Member ’s liability re share

RSA 2000

Chapter C-21 3 COMPANIES ACT Division 2 Purchase by a Company of its Own Shares 4 2 Authority to buy back shares 4 3 Decrease in issued capital 4 4 Prohibition on purchase 4 5 Liability of directors 4 7 Application of insider trading rules 4 8 Offer to purchase 4 9 Exception 5 1 Non-compliance 5 2 Enforceability of contract 5 3 Purchase by subsidiary company Division 3 Articles of Association 5 5 Alteration of articles Division 4 Conversion of Companies Public and Private Companies 5 9 Conversion of public company into private company 6 0 Conversion of private company into public company 6 1 Failure to comply with conditions General Provisions as to Conversions 6 2 Conversion not to affect debts 6 3 Company in default 63.1 Changes in payment of dividends

Part 5 Membership and Shares Division 1 Membership 6 4 Entry of subscribers in register 6 5 Copy of memorandum and articles and resolutions 6 6 Register of members 6 8 Rectification of register 6 9 Register, where kept and inspection 7 0 Register of members 7 1 Power to close register 7 2 Trusts not to be ent ered on register 7 3 Branch register outside Province

RSA 2000

Chapter C-21 COMPANIES ACT 4 Division 2 Shares 7 4 Nature of shares 7 5 Certificate of shares 7 6 Certificate of shares a s evidence of title 7 7 Transfer by personal representative 7 8 Liability of executor, etc. 7 9 Liability of mortgages 8 0 Payment of calls, dividends, etc. 8 1 Shares without nominal or par value 8 2 Shares with preferred, def erred or other special rights or restrictions 8 3 Redemption of shares

Part 6 Management and Administration Division 1 Membership 8 6 Registered office 8 7 Display of company name Division 2 Directors 8 8 Director appointed by

article s or named in prospectus, etc. 8 9 Qualifications of director 9 0 Meetings of directors 9 1 Liability of directors for wages 9 2 Declaration as to i nterest in contract 9 3 Register of directors 9 4 Register open to inspection Division 5 Financial and Borrowing Prospectuses 111 Prospectus when offering shares Registration of Mortgages, Charges, etc. 118 Limitation of time for issue of debentures 119 Notice to Registrar where receiver appointed 120 Preferential payments 121 Receivers ’ periodical abstracts of receipts and payments 122 Order to make good default

RSA 2000

Chapter C-21 5 COMPANIES ACT Debentures and Floating Charges 123 Validity of perpetual debentures 124 Power to issue redeemed debentures 125 Specific performance 126 Conversion into fully paid-up shares Commissions and Discounts 129 Commissions and brokerage 130 Amount of commissions to be stated in balance sheet Division 6 Auditors 131 Appointment of auditors 132 Eligibility for appointment as auditor 133 Auditor ’s report to shareholders 134 Exemption from audit requirements Division 7 Accounting Records and Financial Statements 135 Books of account and accounting records 136 Financial statements at annual meeting 145 Approval of financial statement 146 Publication of fi nancial statement 147 Providing financial statements to shareholders Division 8 General Meetings 149 Annual general meeting 150 General meeting 151 Other meetings 152 Special resolution Division 9 Proxies and Proxy Solicitation 153

Definitions 154 Exemptions 155 Appointment of nominees by proxies, etc. 156 Providing proxy form to shareholder 157 Solicitation of proxies 159 Where vote by ballot not required 160 Regulations

RSA 2000

Chapter C-21 COMPANIES ACT 6 Division 10 Records 161 Minutes Division 11 Returns to Registrar 162 Annual return 163 Resolutions Division 12 Contracts 165 Powers of company to control Division 13 Miscellaneous 166 Representation of company at m eetings of another corporation 167 Power of attor ney by company 168 Official seal for use outside Alberta 169 Acquisition of shares 170 Compromise 171 Reconstruction of company or amalgamation 172 Amalgamation Division 14 Inspection 177 Inspectors appointed by Court 178 Inspector appointed by company 179 Inspector ’s reports as evidence

Part 9 Provisions Applying to Companies with Objects other than the Acquisition of Gain 200 Registration of charitable association 201 Use of word “limited” 202 Associations for recreation 202.1 Revocation of direc tion or authorization

Part 10 Dissolution Division 1 Cancellation of Incorporation 204 Cancellation for cause

RSA 2000

Chapter C-21 7 COMPANIES ACT Division 2 Removal from Register of Companies Defunct or in Default 205 Dissolution by Registrar 206 Restoration of company to register 208 Penalty Division 3 Winding-up Generally Preliminary 209 Modes of winding-up Contributories 210 Liability as contributories 211 Liability of contributory 212 Contributories in case of death of member 213 Liability of trustee in bankruptcy Division 4 Winding-up by Court 214 Winding-up by Court 215 Application to Court for winding-up 216 Winding-up order 217 Filing winding-up order 218 Commencement of winding-up 219 Power to stay or restrain proceedings 220 Effect of winding-up order 221 Wishes of creditors o r contributories 222 Operation of order in fa vour of creditors, etc. 223 Inspection of books 224 Order to stay winding-up 225 C o s t s 226 Dissolution of company Contributories, Assets, etc. 227 Lists of contributories and application of assets 228 Adjustment of rights of contributories 229 Calls 230 Payment of debts by contributories 231 Arrest of absconding contributory 232 Delivery of property 233 Court summons

RSA 2000

Chapter C-21 COMPANIES ACT 8 234 Order to pay mone y into bank 236 Powers of Court cumulative Proof by Creditors 237 Proving debts Examination of Promoters, etc. 238 Public questioning of promoters, etc. 239 Prosecution of delinquent directors Liquidators 240 Appointment, remuneration , title, etc. of liquidators 241 Custody of company ’s property 242 Application for directions 243 Powers of liquidator 244 Forms, rules and regulations 245 Special manager 246 Payment into bank by liquidator 247 Accounts of liquidator 248 Books to be kept by liquidator 249 Release of liquidator 250 Control of Court over liquidators Committee of Inspection, Meetings of Creditors, etc. 251 Meetings of creditors and contributories 252 Members of committee of inspection 253 Directions of creditors Division 5 Voluntary Winding-up Resolution to Wind up and Effect 254 Voluntary winding-up 255 Notice of resolution 256 Commencement of winding-up 257 Procedure in voluntary winding-up Appointment of Liquidators 258 Appointment of liquidators 259 Vacancies 260 Court may appoint or remove liquidator 261 Delegation of power to appoint liquidators

RSA 2000

Chapter C-21 9 COMPANIES ACT 262 Several liquidators Powers of Liquidator 263 Powers of liquidator 264 Sanction of company required in certain cases 265 General meetings of company 266 Consideration for sale of company ’s business, etc. 267 Prosecution of delinquent directors Duties of Liquidators 268 Meeting of creditors 269 General meetings 270 Disposal of unclaimed or undistributed assets 271 L i q u i d a t o r’s account and notice of final meeting 272 Dispensing with meetings Applications to the Court 273 Determination of question 274 Appeal from compromise or arrangement 275 Right to have comp any wound up by Court 276 Adoption of voluntary winding-up proceedings Division 6 Winding-up Subject to Supervision of Court 277 Order for supervision 278 Petition for continuanc e of voluntary winding-up 279 Wishes of creditors 280 Additional liquidator 281 Difference between supervisi on and winding-up by Court Division 7 Winding-up General Provisions 282 Debts admissible in proof 283 Preferential payments 284 Fraudulent preference 285 Books, etc., as evidence 286 Power of Court to call meetings 287 Power of Court to compel del inquent directors, etc. to compensate company 288 Disposal of company books 289 Power of Court to declare d issolution of company void

RSA 2000

Chapter C-21 COMPANIES ACT 10 290 Enforcement of orders of Court 291 Appeals from orders 292 Report of proceedings under Winding-up Act or Bankruptcy Act 294 Disclaimer

Part 11 Miscellaneous Division 1 Office of Registrar 295 Appointment of Registrar 296 Action against Registrar 297 Questioning of Registrar 298 Direction by the Minister 299 Registrar ’s seal of office 299.1 Forms 300 Failure to file return 301 Fee for copy or extract 302 Refusal to register documents 303 Certificate of status Division 2 Fees 304 Fees 304.1 Waiver of fees 305 Agreement re payment of fees 306 No service if fees unpaid Division 3 Regulations 307 Regulations Division 4 Service, Sending and Authentication of Documents and Notices 308 Notice to and service on a company 308.01 Notice to and service on shareholders and directors 308.1 Waiver of notice

RSA 2000

Section 1

Chapter C-21 COMPANIES ACT 11 308.2 Notice and service by electronic means 309 Authentication of documents Division 5 Proceedings in Court 310 Security for costs 311 Relief for breach of trust Division 6 Violations of the Act 312 Number of members 313 Penalties 314 Application of penalties 315 Remission of penalties 316 Laying information Division 7 Transitional Provisions 317 Transitional provision — agent for service 318 Transitional provision —

Schedule HER MAJESTY, by and with the advice and consent of the Legislative Assembly of Alberta, enacts as follows:

Definitions 1 In this Act, (

a) repealed 1995 c28 s65; (a.001) “agent for service” m eans an agent for service appointed by a company under

section 29.1; (a.01) “articles” means (

i) the articles of association prescribing regulations for a company, whether as originally framed or as altered by special resolution, and including, insofar as they apply to the company, the regulations contained, as the case may be, (

A) in the First

Schedule to The Companies Act, RSA 1955 c53 or RSA 1942 c240, or to The Companies Act, 1929, SA 1929 c14, or (

B) in Table A in the First

Schedule or in Form B in the Second

Schedule to The Companies Act, RSA 1922

RSA 2000

Section 1

Chapter C-21 COMPANIES ACT 12 c156, or to The Companies Ordinance, ONWT 1901 c20, or in any such table as altered pursuant to any such Act or Ordinance, and (ii) the bylaws of a company incorporated under Ordinance No. 3 of 1886, being The Companies Ordinance, RONWT 1888 c30 or under The Companies Ordinance, CONWT 1898 c61, as originally framed or duly altered; (a.02) repealed 1995 c28 s65; (a.1) “books and papers” and “books or papers” include account s, deeds, writings and documents; (b) “call” includes an assessmen t, instalment and any other sum paid or agreed to be paid or payable in respect of a share; (b.1) - (c.1) repealed 2020 c25 s2(2); (d) “company” includes any co mpany incorporated under this Act and an existing company; (d.1) “company limited by gua rantee” means a company having the liability of its members limited by the memorandum to the amount that the members may respectively thereby undertake to contribute to the assets of the company in the event of its being wound up; (e) “company limited by share s” means a company having the liability of its members limited to the amount, if any, unpaid on the shares respectively held by them; (e.1) “contributory” means a person liable to contribute to th e assets of a company in the event of its being wound up under this Act, and, in all proceedings prior to the final determination of the persons who are to be deemed contributories, includes every person alleged to be a contributory; (f) “Court” means the Co urt of King’s Bench; (f.1) “debentures” includes debenture stock and bonds; (g) “director” includes any pe rson occupying the position of director by whatever name called; (g.1) “dividend” includes bonus or any distribution to shareholders as such;

RSA 2000

Section 1

Chapter C-21 13 COMPANIES ACT (h) “document” includes summons, notice, order, certificate, register and legal process; (h.001) “electronic m eans”, in respect of attending or holding a meeting, means a method of electronic or telephonic communication that enables all persons attending the meeting to hear and communicate with each other instantaneously, including, without limitation, teleconferencing and computer network-based or internet- based communication platforms; (h.01) repealed 2020 c25 s2(2); (h.1) “existing compan y” means a company lawfully incorporated or registered under any Act or Ordinance respecting companies at any time in force in Alberta prior to October 1, 1929, and subject to the legislative authority of the Legislature; (

i) repealed 2020 c25 s2(2); (i.1) “generally accepted acc ounting principles” means the generally accepted accounting principles as set out in the CPA Canada Handbook – Accounting by the Chartered Professional Accountants of Canada, as amended from time to time; (j) “land” includes all me ssuages, land, tenements, hereditaments of any tenure, leaseholds and all immovable property of every kind; (k) “limited company” include s a company limited by shares and a company limited by guarantee; (l) “member” means a subscriber of the memorandum of a company and every other person who agrees to become a member of a company and whose name is entered in its register of members; (m) “memorandum” means a memorandum of association of a company as originally framed or as lawfully altered; (n) “Minister” means the Minist er determined under

section 16 of the Government Organization Act as the Minister responsible for this Act; (o) “mortgage” includes charge;

RSA 2000

Section 1

Chapter C-21 COMPANIES ACT 14 (p) “non-resident company” means a company that is not deemed to be resident in Canada under paragraph 250(4)(

c) of the Income Tax Act (Canada); (q) “prescribed” means pres cribed by the regulations; (r) “private company” mean s a company that by its memorandum or articles, (

i) in the case of a company having a share capital, (

A) restricts or prohibits the right to transfer any of its shares, (

B) limits the number of its members to 50 or less, exclusive of persons who are in the employment of the company, and persons who, having been formerly in the employment of the company, were while in that employment and have continued after the determination of that employment to be members of the company, but where 2 or more persons hold one or more shares in the company jointly they shall, for the purposes of this definition, be treated as a single member, and (

C) prohibits any invitation to the public to subscribe for any shares or debentures of the company, o r (ii) in the case of a company not having a share capital, (

A) limits the number of its members to 50 or less (exclusive of persons who are in the employment of the company, and of persons who, having been formerly in the employment of the company, were while in that employment and have continued after the determination of that employment to be members of the company), (

B) prohibits any invitation to the public to become members or to subscribe for debentures of the company, and (

C) restricts or prohibits any t ransfer of the interest of a member in the company; (s) “prospectus” means any pr ospectus, notice, circular, advertisement or other document offering to the public for subscription or purchase any shares or debentures of, or

RSA 2000

Section 1

Chapter C-21 15 COMPANIES ACT inviting the public to become members of, a company or an intended company; (t) “public company” means a company that is not a private company; (t.1) “recorded mail” means a form of document delivery by mail or courier in which receipt of the document must be acknowledged in writing; (u) “Registrar” means the Registrar of Companies or other authorized person performing the Registrar’s duties under this Act; (u.1) “Registrar’s periodical” means the Registrar’s periodical established under the Business Corporations Act; (

v) repealed 2020 c25 s2(2); (w) “securities” means notes, bonds, debentures or other evidences of indebtedness issued by a corporation, whether secured or unsecured; (x) “share” means share in the share capital of the company, and includes stock, except where a distinction between stock and shares is expressed or implied; (y) “special resolution” means (

i) a resolution passed (

A) at a general meeting of which not less than 21 days’ notice specifying the intention to propose the resolution has been duly given, and (

B) by a majority of not les s than 75% of the votes of those members who, if entitled to do so, vote in person or by proxy, (ii) a resolution proposed and passed as a special resolution at a general meeting of which less than 21 days’ notice has been given, if all the members entitled to attend and vote at that general meeting so agree, or (iii) a resolution consented to in writing by all the members who would have been entitled at a general meeting to vote on the resolution in person or, if proxies are permitted, by proxy; (

z) repealed 2020 c25 s2(2);

RSA 2000

Section 2

Chapter C-21 COMPANIES ACT 16 (aa) “spouse” means the spouse o f a married person but does not include a spouse who is living separate and apart from the person if the person and spouse have separated pursuant to a written separation agreement or if their support obligations and family property have been dealt with by a court order. RSA 2000 cC-21 s1;2002 cA-4.5 s25;2014 c8 s17;2018 c20 s3; 2020 c25 s2(2);2021 c3 s2;2021 c13 s3;AR 217/2022

Interpretation 2(1) For the purposes of this Act, a company is deemed to be a subsidiary of another company if, but only if, (

a) it is controlled by (

i) that other, (ii) that other and one or more companies each of which is controlled by that other, or (iii) 2 or more companies each o f which is controlled by that other, o r (

b) it is a subsidiary of a company that is that other’s subsi diary.

(2) For the purposes of this Act, a company is deemed to be another’s holding company if, but only if, that other is its subsidiary.

(3) For the purposes of this Act, one company is deemed to be affiliated with another company if, but only if, one of them is the subsidiary of the other or both are subsidiaries of the same company or each of them is controlled by the same person.

(4) For the purposes of this Act, a company is deemed to be controlled by another company or person or by 2 or more companies if, but only if, (

a) shares of the first-mentioned company carrying more than 50% of the votes for the election of directors are held, otherwise than by way of security only, by or for the benefit of that other company or person or by or for the benefit of those other companies, and (

b) the votes carried by those shares are sufficient, if exercised, to elect a majority of the board of directors of the first-mentioned company.

RSA 2000

Section 2.1

Chapter C-21 17 COMPANIES ACT

(5) Repealed 2020 c25 s2(3).

(6) If a company whose sole shareholder is the Crown in right of Alberta or the shareholders or directors of such a company are empowered or required by this or any other Act to pass a resolution, the resolution is deemed to be passed if it is signed by the member of the Executive Council charged with the administration of the Act pursuant to which the Crown acquired the shares of the company and any requirement to hold a meeting does not apply. RSA 2000 cC-21 s2;2020 c25 s2(3) Limited application of Act 2.1 Notwithstanding anything in this Act, on and after February 1, 1982, no company shall be incorporated or registered under this Act except under

Part 9. RSA 2000 cC-21 s2.1;2020 c25 s2(4)

Part 1 Application of Act Existing companies 3(1) This Act applies to existing companies in the same manner, (

a) in the case of a company limited by shares, as if the company had been formed and incorporated under this Act as a company limited by shares, and (

b) in the case of a company lim ited by guarantee, as if the company had been formed and incorporated under this Act as a company limited by guarantee. (

c) repealed 2020 c25 s2(5).

(2) A reference, express or implied, to the date of incorporation shall be construed as a reference to the date at which the existing company was incorporated under the Act or Ordinance, as the case may be, under which it was incorporated.

(3) The articles of an existing company shall, so far as they are not contrary to any express provision of this Act, remain in force until altered or rescinded. RSA 2000 cC-21 s3;2020 c25 s2(5) Non-application of Act to corporations 3.1 This Act does not apply to a corporation as defined in the Business Corporations Act. 1981 cB-15 s284(5)

RSA 2000

Section 4

Chapter C-21 COMPANIES ACT 18 Partial application of Act 4 Every company heretofore or hereafter incorporated by Act of the Legislature is subject to and shall comply with sections 6, 86, 87, 93, 118 to 121, 133, 162 and 304 of this Act, and in the case of any conflict between those sections and any

section of the Act of incorporation those sections prevail, except to the extent the Act of incorporation expressly exempts the company from any of those sections. RSA 2000 cC-21 s4;RSA 2000 cI-3 s853; RSA 2000 cR-4 s58;2002 c30 s27 Winding-up 5 Division 3 of

Part 10 applies, with all necessary modifications, to the winding-up of any company, society, or association incorporated by or under any Act of the Legislature, unless the Act contains other provisions to the contrary, and applies so far as the jurisdiction of the Court extends, to the winding-up of the affairs of any other company. RSA 1980 cC-20 s5 Companies formed by special Act 6 Every company heretofore or hereafter incorporated by

an Act of the Legislature and whose nominal or authorized capital is increased by an order of the Lieutenant Governor in Council, by a resolution or otherwise, shall pay to the Registrar the same fee in respect of the increase as a company that is formed under this Act and that increases its capital is required to pay. RSA 1980 cC-20 s6

Part 2 General Provisions 7 Repealed 1981 cB-15 s284(5). Extra-territorial capacity of Provincial corporations 8(1) For the purposes of this section, the expression “charter” includes any Act, letters patent under the Great Seal, certificate of incorporation, memorandum of association, declaration or other instrument by or under which a corporation has been or may be incorporated in Alberta.

(2) Every corporation heretofore or hereafter created within Alberta by or under any Act of the Legislature or by or under any Ordinance of the Northwest Territories and subject to the legislative authority of the Legislature has, and is deemed to have always had, capacity to accept powers to effect its objects or purposes outside Alberta from any authority lawfully competent to confer those powers, except where its operations are confined to

RSA 2000

Section 9

Chapter C-21 19 COMPANIES ACT Alberta by some express provision in its charter or

an Act of the Legislature.

(3) An express provision in the charter of a corporation confining the operations of the corporation to Alberta may be abrogated in the same manner as the objects or purposes of the corporation may by law be altered. RSA 1980 cC-20 s8 Property in joint tenancy 9(1) For the purposes of this

section “corporation” means a corporation heretofore or hereafter created within Alberta by or under any Act of the Legislature, and a corporation heretofore incorporated by or under any Ordinance of the Northwest Territories, and subject to the legislative authority of the Legislature, and includes any other company lawfully carrying on business in Alberta.

(2) Every corporation is capable of acquiring and holding real or personal property in joint tenancy in the same manner as if it were an individual, and when a corporation and an individual, or 2 or more corporations, become entitled to any property under circumstances or by virtue of any instrument that would, if the corporation had been an individual, have created a joint tenancy, they are entitled to the property as joint tenants.

(3) Notwithstanding subsection (2), the acquisition and holding of property by a corporation in joint tenancy is subject to the like conditions and restrictions that attach to the acquisition and holding of property by a corporation in severalty.

(4) When a corporation is joint tenant of any property, then on its dissolution the property devolves on the other joint tenant.

RSA 1980 cC-20 s9 Use of word “limited”, etc. 10 No person or persons shall trade or carry on business within Alberta under any name or title of which “limited” or “Ltd.,” “limited liability,” or “limited, non-personal liability” is or are the last word or words, unless duly incorporated with limited liability and entitled to use that word or those words, and every person so trading or carrying on business is guilty of an offence and liable to a fine not exceeding $25 for every day on which that name or title has been used. RSA 1980 cC-20 s10 Name of company 11(1) A company shall not be incorporated under a name

RSA 2000

Section 11

Chapter C-21 COMPANIES ACT 20 (

a) that is known by the Regist rar to be the same as the name of an existing corporation, (

b) that suggests or implies a connection with the Crown or any member of the Royal family or the Government of Canada or the government of any province or territory of Canada or any department, branch, bureau, service, agency or activity of any such government without the consent in writing of the appropriate authority, (

c) that includes the word “co-operative” or any abbreviation or derivation thereof, or (

d) that in the opinion of the Registrar is objectionable.

(2) A company shall not be incorporated under this Act under a name that is known by the Registrar to be the same as that of a dissolved corporation.

(3) A company shall not be incorporated under this Act under a name that is known to the Registrar to be similar to the name of any other company if the use of that name by the company would be likely to deceive, unless the other company consents in writing to its name being given in whole or in part to the company and, if required by the Registrar, undertakes to dissolve or to change its name within 6 months after the incorporation of the company.

(4) Where a company gives an undertaking to dissolve or change its name and the undertaking is not carried out within 6 months, the Registrar may, by notice in writing, giving the Registrar’s reasons, direct the company to change its name to one that the Registrar approves within 60 days after the date of the notice.

(5) If a 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 that has previously been carrying on business or been incorporated in Alberta or that is objectionable for any reason, the Registrar, after the Registrar has given notice to the company of the Registrar’s intention to do so, may by order change the name of the company.

(6) Repealed 1984 c12 s3. (7) Subsections (1), (3) and (4) do not apply to a company incorporated by or under

an Act of the Parliament of Canada.

(8) Repealed 2020 c25 s2(6). RSA 2000 cC-21 s11;2020 c25 s2(6)

RSA 2000

Section 12

Chapter C-21 21 COMPANIES ACT Change of name 12(1) A person who feels aggrieved by reason of (

a) the refusal of the Registrar to incorporate a company pursuant to

section 11(1) or (3), (

b) the refusal of the Registra r to make an order under

section 11(5) to change the name of a company, (

c) a notice given by the Registrar under

section 11(5) of the Registrar’s intention to make an order to change the name of a company, or (

d) the refusal by the Registra r to give the Registrar’s approval under

section 32(1) to a change of the name of a company, (

e) repealed 2020 c25 s2(7), may appeal the Registrar’s refusal, notice or approval to the Court by way of originating notice and on at least 7 days’ notice to the Registrar and to any other persons that the Court directs.

(2) The Court may dismiss the appeal or direct the Registrar to withdraw the Registrar’s refusal or notice or revoke the Registrar’s approval, as the case may be.

(3) Repealed 2020 c25 s2(7). RSA 2000 cC-21 s12;2020 c25 s2(7) Powers of companies 13(1) No company shall be formed under this Act, nor has a company power under this Act (

a) to issue any note payable to the bearer thereof, or any promissory note intended to be circulated as money or as the note of a bank, or to engage in the business of banking, (

b) repealed RSA 2000 cR-4 s58, (

c) to carry on the bus iness of insurance, (

d) to execute the office of e xecutor, administrator, trustee, receiver, assignee, liquidator, guardian of a minor’s estate or committee of a lunatic’s estate, except as is expressly authorized by this Act, (

e) to construct or operate a telegraph or telephone system, except as is expressly authorized by this Act, or

RSA 2000

Section 14

Chapter C-21 COMPANIES ACT 22 (

f) to carry on any of the business usually or ordinarily carr ied on by a stock exchange or to provide, for the marketing of any shares, stocks or other securities of any company or corporation, the facilities that are ordinarily and usually afforded by a stock exchange.

(2) Repealed by Revision. RSA 2000 cC-21 s13;RSA 2000 cR-4 s58 Loans 14(1) A public company shall not make any loan to any of its shareholders or directors or give, whether directly or indirectly and whether by means of a loan, guarantee, the provision of security or otherwise, any financial assistance for the purpose of or in connection with a purchase made or to be made by any person of any shares in the company.

(2) Nothing in subsection (1) shall be taken to prohibit (

a) the lending of money by the company in the ordinary course of its business when the lending of money is part of the ordinary business of the company, (

b) the making by a company of loans to persons who are, in good faith, in the employment of the company, whether directors or otherwise, with a view to enabling or assisting those persons to erect or purchase dwelling houses for their own occupation, (

c) the provision by a company , in accordance with any scheme for the time being in force, of money for the purchase by trustees of fully paid up shares in the capital stock of the company, to be held by or for the benefit of employees of the company, including any director holding a salaried employment or office in the company, or (

d) the making by a company of loans to persons in the employment of the company, including directors holding salaried employment, with a view to enabling those persons to purchase fully paid-up shares in the capital stock of the company, to be held by themselves by way of beneficial ownership.

(3) If a loan is made by a public company in contravention of subsection (1), all directors and officers of the company making it or assenting to it are, until repayment of the loan, jointly and severally liable to the company and any person injured for any loss, damage or costs that the company or person sustained or incurred by reason of the contravention of subsection (1).

RSA 2000

Section 15

Chapter C-21 23 COMPANIES ACT

(4) Notwithstanding subsection (3), (

a) the liability of the director s and officers of a company under this

section is limited to the amount of the loan made in contravention of subsection (1) with interest at the rate, if any, stipulated for in the loan, and (

b) a director shall not be held liable for a contravention of subsection (1) if the director proves that the contravention was not due to any misconduct or negligence on the director’s part.

(5) Proceedings to recover any loss, damage or costs sustained or incurred by reason of a contravention of subsection (1) may not be commenced after the expiration of 2 years from the date on which the loss, damage or costs were sustained or incurred. RSA 1970 c60 s14

Part 3 Incorporation and Organization Division 1 Memorandum of Association Formation of companies 15(1) Any 3 or more persons (or in the case of a private company, any 2 or more persons) associated for any lawful purpose permitted by this Act may, by subscribing their names to a memorandum of association and otherwise complying with the requirements of this Act in respect of registration, form an incorporated company, with limited liability, that is to say, (

a) a company limited by shares, or (

b) a company limited by guarantee. (

c) repealed 2020 c25 s2(8). (2),

(3) Repealed 2020 c25 s2(8).

(4) Repealed by Revision.

(5) Repealed 1994 cM-26.1 s642(9).

(6) The memorandum must (

a) contain the name and address of each subscriber, (

b) contain the number and cl ass of shares taken by each subscriber,

RSA 2000

Section 16

Chapter C-21 COMPANIES ACT 24 (

c) contain the name and relationship to the company of a representative of the company authorized to sign the memorandum on behalf of the company, and (

d) be signed by the representative of the company referred to in clause (c).

(7) In the case of a company having a share capital, no subscriber of the memorandum may take less than one share. RSA 2000 cC-21 s15;2020 c25 s2(8) Company limited by shares 16(1) In the case of a company limited by shares, the memorandum shall state (

a) the name of the company, w ith “Limited” or “Ltd.” as the last word thereof, (

b) the objects of the company, (

c) that the liability of the members is limited, and (

d) particulars of the share capital with which the company proposes to be incorporated, which may be (

i) divided into shares of a fixed amount, (ii) divided into shares withou t nominal or par value, or (iii) divided into shares comprised partly of one of the foregoing classes and partly of the other. (2) to

(4) Repealed by Revision.

(5) Repealed 2020 c25 s2(9). RSA 2000 cC-21 s16;RSA 2000 cH-7 s146;2020 c25 s2(9) Company limited by guarantee 17(1) In the case of a company limited by guarantee the memorandum shall state (

a) the name of the company, w ith “Limited” or “Ltd.” as the last word in its name, (

b) the objects of the company, (

c) that the liability of the members is limited, and (

d) that each member undertakes to contribute to the assets of the company in the event of its being wound up while he or

RSA 2000

Section 18

Chapter C-21 25 COMPANIES ACT she is a member, or within one year afterwards, for payment of the debts and liabilities of the company contracted before he or she ceases to be a member, and of the costs, charges and expenses of winding-up, and for adjustment of the rights of the contributories among themselves, such amount as may be required, not exceeding a specified amount.

(2) When the company has a share capital the memorandum shall also state the amount of share capital with which the company proposes to be registered as hereinbefore provided in the case of a company limited by shares.

(3) When the company has not a share capital, every provision in the memorandum or articles or in any resolution of the company that purports to give any person a right to participate in the divisible profits of the company otherwise than as a member is void.

(4) For the purpose of provisions of this Act relating to the memorandum of the company, every provision in the memorandum or articles or in any resolution of the company purporting to divide the undertaking of the company into shares or interests shall be treated as a provision for a share capital, notwithstanding that the nominal amount or number of the shares or interests is not specified thereby. RSA 2000 cC-21 s17;2020 c25 s2(10) Use of Limited or Ltd. 18 Notwithstanding

section 16 or 17, (

a) a company with “Limited” as the last word in the name thereof may use the abbreviation “Ltd.”, and (

b) a company with “Ltd.” as th e last word in the name thereof may use the word “Limited”, and reference thereto may be made in the same manner. RSA 1970 c60 s18 19 Repealed 2020 c25 s2(11). Powers of company 20(1) For the purpose of carrying out its objects, a company has the following powers, except those of them expressly excluded by the memorandum: (

a) the power to purchase, take on lease or in exchange, hire, or otherwise acquire and hold any real and personal property

RSA 2000

Section 20

Chapter C-21 COMPANIES ACT 26 and any rights or privileges that the company may think necessary or convenient for the purposes of its business; (

b) the power to construct, improve, maintain, develop, work, manage, carry out or control any roads, ways, tramways, branches or sidings, bridges, reservoirs, watercourses, wharves, manufactories, warehouses, electric works, shops, stores and other works and conveniences that may seem calculated, directly or indirectly, to advance the company’s interests, and the power to contribute to subsidize, or otherwise assist or take

part in the construction, improvement, maintenance, working, management, carrying out or control thereof; (

c) the power to acquire and undertake the whole or any part o f the business, property and liabilities of any person or company, wheresoever incorporated, carrying on any business that the company is authorized to carry on, or possessed of property suitable for the purposes of the company; (

d) the power to apply for, purchase or otherwise acquire any patents, licences, concessions, and the like, conferring any exclusive or non-exclusive or limited right to use, or any secret or other information as to any invention capable of being used for any of the purposes of the company or the acquisition of which may seem calculated, directly or indirectly, to benefit the company, and the power to use, exercise, develop, or grant licences in respect of, or otherwise turn to account the property, rights, or information so acquired; (

e) the power to enter into par tnership or into any arrangement for sharing of profits, union of interests, co-operation, joint adventure, reciprocal concessions or otherwise with any person or company, wheresoever incorporated, carrying on or engaged in or about to carry on or engage in any business or transaction that the company is authorized to carry on or engage in, or any business or transaction capable of being conducted so as, directly or indirectly, to benefit the company; (

f) the power to enter into with any governments or authorities (municipal, local or otherwise), any agreements that seem conducive to the company’s objects or any of them, the power to obtain from any such government or authority any rights, privileges, and concessions that the company thinks it desirable to obtain, and the power to carry out, exercise,

RSA 2000

Section 20

Chapter C-21 27 COMPANIES ACT and comply with any such arrangements, rights, privileges, and concessions; (

g) the power to take or otherwise acquire and hold the shares , stock, debentures, or other securities of any company, wheresoever incorporated, having objects altogether or in part similar to those of the company, or carrying on any business capable of being conducted so as, directly or indirectly, to benefit the company, and the power to sell or reissue, with or without guarantee, or otherwise deal with items; (

h) the power to borrow or raise or secure the payment of money in any manner the company thinks fit, and, without limiting the generality of the foregoing, by the issue of debentures or debenture stock, perpetual or otherwise, charged on all or any of the company’s property (both present and future), including its uncalled capital, and the power to purchase, redeem, or pay off any such securities; (

i) the power to adopt any means of making known the products of the company that seems expedient, and in particular by advertising in the press, by circulars, by purchase and exhibition of works of art or interest, by publication of books and periodicals, and by granting prizes, rewards, and donations; (

j) the power to lend money to any person or company, wheresoever incorporated, having dealings with the company or with whom the company proposes to have dealings, and the power to guarantee the contracts of any such person or company; (

k) the power to raise and assist in raising money for, and to aid by way of bonus, loan, promise, endorsement, guarantee or otherwise, any person or company with whom or which the company may have business relations or any of whose shares, securities or other obligations are held by the company and to guarantee the performance or fulfilment of any contracts or obligations of any such person or company, and in particular to guarantee the payment of the principal of and interest on securities, mortgages and liabilities of any such person or company; (

l) repealed 2020 c25 s2(12); (

m) the power to promote any company or companies for the purpose of acquiring all or any of the property and liabilities

RSA 2000

Section 20

Chapter C-21 COMPANIES ACT 28 of the company or for any other purpose that seems, directly or indirectly, calculated to benefit the company; (

n) the power to remunerate any person or company, wheresoever incorporated, for services rendered or to be rendered in placing or assisting to place or guaranteeing the placing of any of the shares in the company’s capital or any debentures, debenture stock or other securities of the company, or in or about the formation or promotion of the company or the conduct of or the sale or disposition of its business; (

o) the power to draw, make, accept, endorse, execute and issue promissory notes, bills of exchange, bills of lading, warrants, and other negotiable or transferable instruments; (

p) the power to carry on any business capable of being conveniently carried on in connection with the business of the company, or calculated, directly or indirectly, to enhance the value of or render profitable any of the company’s property or rights; (

q) the power to sell, improve , manage, develop, exchange, lease, dispose of, turn to account or otherwise deal with all or any part of the property and rights of the company; (

r) the power to invest and deal with any money of the company that is not immediately required, in any manner from time to time determined; (

s) the power to establish and support or aid in the establishment and support of associations, institutions, funds, trusts and conveniences calculated to benefit employees or ex-employees of the company or its predecessors in business, or the dependants or connections of those persons, and the power to grant pensions and allowances and to make payments towards insurance and to subscribe or guarantee money for charitable or benevolent objects or for any exhibition or for any public, general or useful object; (

t) the power to procure the registration and recognition of the company in any foreign country or place, and the power to designate persons therein, according to the laws of the foreign country or place, to represent the company, and to accept service for and on behalf of the company of any process or suit;

RSA 2000

Section 21

Chapter C-21 29 COMPANIES ACT (

u) the power to carry out all or any of the objects of the company and do all or any of the above things as principals, agents, contractors, or otherwise, and either alone or in conjunction with others; (

v) the power to do all other things incidental or conducive t o the attainment of the objects and the exercise of the powers of the company. (2),

(3) Repealed 2020 c25 s2(12).

(4) A company has, as ancillary and incidental to the objects set forth in the memorandum, the power to sell or dispose of the undertaking of the company or any part thereof for any consideration the company thinks fit, unless the power is expressly excluded by the memorandum. RSA 2000 cC-21 s20;2020 c25 s2(12) Division 2 Articles of Association Articles of association 21(1) The articles of association of a company shall be registered with the memorandum.

(2) The articles must (

a) contain the name of each s ubscriber to the memorandum, (

b) contain the name and relationship to the company of a representative of the company authorized to sign the articles on the company’s behalf, and (

c) be signed by the representative of the company referred to in clause (b). RSA 2000 cC-21 s21;2020 c25 s2(13) Company without share capital 22 In the case of a company limited by guarantee and not having a share capital articles of association prescribing regulations for the company shall be registered with the memorandum. RSA 2000 cC-21 s22;2018 c20 s3 23 and 24 Repealed 2020 c25 s2(14).

RSA 2000

Section 25

Chapter C-21 COMPANIES ACT 30 Division 3 Registration and Incorporation Delivery of memorandum and articles 25(1) The applicants for incorporation shall deliver the memorandum and the articles to the Registrar, and if all other requirements of this Act precedent to incorporation have been complied with, the Registrar shall register them.

(2) An application for incorporation must be accompanied by (

a) a notice of the appointment of the company’s agent for service in the form required by the Registrar, and (

b) the documents relating to corporate names that are prescribed by the regulations. RSA 2000 cC-21 s25;2020 c25 s2(15) Certificate of incorporation 26(1) On the registration of the memorandum of a company, the Registrar shall issue a certificate showing that the company is incorporated.

(2) If the memorandum and the articles of the company as registered by the Registrar under

section 25 do not in fact comply with all the requirements of this Act and the Registrar by inadvertence issues a certificate under subsection (1), the company shall on the Registrar’s request file with the Registrar any documents the Registrar requires, and thereupon the Registrar may correct the register and issue a corrected certificate.

RSA 2000 cC-21 s26;2020 c25 s2(16) Conclusiveness of certificate 27 A certificate of incorporation given by the Registrar in respect of a company is conclusive proof that all the requirements of this Act in respect of registration and of matters precedent and incidental to incorporation have been complied with, and that the company is a company authorized to be registered and duly registered under this Act.

RSA 1980 cC-20 s27 Effect of incorporation 28 From the date of incorporation mentioned in the certificate of incorporation the subscribers, together with the other persons that from time to time become members of the company, are a corporation by the name contained in the memorandum, capable of exercising all the functions of an incorporated company, and having perpetual succession and a common seal, with power to hold land, but with such liability on the part of the members to

RSA 2000

Section 29

Chapter C-21 31 COMPANIES ACT contribute to the assets of the company in the event of its being wound up as is mentioned in this Act. RSA 1980 cC-20 s28 Effect of memorandum and articles 29(1) The memorandum and articles bind the company and the members thereof to the same extent as if they respectively had been signed and sealed by each member, and contained covenants on the part of each member, the member’s heirs, executors, and administrators, and in the case of a corporation, its successors, to observe all the provisions of the memorandum and of the articles, subject to the provisions of this Act.

(2) All money payable by any member to the company under the memorandum or articles is a debt due from the member to the company and in the nature of a specialty debt. RSA 2000 cC-21 s29;2020 c25 s2(17) Division 4 Agent for Service Agent for service 29.1(1) A company shall appoint an agent for service who shall be a resident Albertan.

(2) The company shall ensure that the address of its agent for service is an office that is (

a) accessible to the public dur ing normal business hours, and (

b) readily identifiable from t he address or other description given in a notice under subsection (3) or

section 25(2)(a).

(3) The company shall forthwith give to the Registrar a notice of any change in the name, address or other contact information of the agent for service in the form required by the Registrar.

(4) An agent for service for a company who intends to resign shall give not less than 60 days’ notice to the company at its registered office, and the company shall give to the Registrar a copy of the notice.

(5) If the agent for service of a company dies or the agent’s appointment is revoked, the company shall (

a) give to the Registrar a notice to that effect, and

RSA 2000

Section 29.2

Chapter C-21 COMPANIES ACT 32 (

b) forthwith appoint a new agent for service and give to the Registrar a notice of the appointment of its new agent for service in the form required by the Registrar. 2020 c25 s2(18) Alternative agent for service 29.2(1) A company may appoint an alternative agent for service who shall be a resident Albertan.

(2) Forthwith after the appointment of an alternative agent for service, the company shall give to the Registrar a notice of the appointment in the form required by the Registrar.

(3) The company shall forthwith give to the Registrar a notice of any change in the name, address or other contact information of the alternative agent for service in the form required by the Registrar.

(4) An alternative agent for service for a company who intends to resign shall give not less than 60 days’ notice to the company at its registered office, and the company shall give to the Registrar a copy of the notice.

(5) If the alternative agent for service of a company dies or the alternative agent’s appointment is revoked, the company shall give to the Registrar a notice to that effect. 2020 c25 s2(18)

Part 4 Alteration of Constitution Division 1 Memorandum of Association Power to alter memorandum 30 A company shall not alter the conditions contained in its memorandum, except in the cases and in the mode and to the extent for which express provision is made in this Act. RSA 1980 cC-20 s30 Alterations in memorandum 31(1) If an alteration is made in the memorandum of a company, every copy of the memorandum issued after the date of the alteration shall be in accordance with the alteration.

(2) Every company that defaults in complying with this

section is guilty of an offence. RSA 1980 cC-20 s31

RSA 2000

Section 32

Chapter C-21 33 COMPANIES ACT Change of name 32(1) A company may, by special resolution and with the approval of the Registrar signified in writing, change its name.

(1.1) Unless otherwise provided by the Registrar, the special resolution filed with the Registrar shall be accompanied by the documents relating to corporate names that are prescribed by the regulations.

(2) When the special resolution has been filed with the Registrar and all lawful requirements of the Registrar in respect of returns or reports due from the company under this Act have been complied with, the Registrar shall issue a certificate showing the change of name. (a) - (

c) repealed 2020 c25 s2(19).

(3) The change of name does not affect any rights or obligations of the company, nor render defective any legal proceedings by or against the company, and any legal proceedings that might have been continued or commenced against it by its former name may be continued or commenced against it by its new name. RSA 2000 cC-21 s32;2020 c25 s2(19) Change in registered office 33(1) A company may by special resolution change the place within Alberta at which the registered office is to be situated.

(2) The powers conferred by this

section may if the memorandum or articles so provide be exercised by ordinary resolution of the company or by resolution of the directors.

(3) A resolution under this

section does not take effect until a copy has been filed with the Registrar and when the resolution has been so filed the Registrar shall issue a certificate showing the alteration effected by the resolution. RSA 2000 cC-21 s33;2020 c25 s2(20) Objects Alteration of objects or powers 34(1) Subject to this section, a company may, by special resolution, alter the provisions of its memorandum with respect to the objects of the company, so far as may be required to enable it (

a) to carry on its business more economically or more efficiently, (

b) to attain its main purpose by new or improved means,

RSA 2000

Section 35

Chapter C-21 COMPANIES ACT 34 (

c) to carry on some business that, under existing circumstances, may conveniently or advantageously be combined with the business of the company, or (

d) to restrict or abandon any o f the objects specified in the memorandum.

(2) Notwithstanding subsection (1), a company may by ordinary resolution alter its memorandum so as to include or exclude any or all of the powers authorized by

section 20(1).

(3) A company that alters its memorandum by resolution under subsection (1) or (2) shall file with the Registrar a copy of the resolution and the memorandum as altered, and on receipt of the copy the Registrar shall register the memorandum and issue a certificate confirming the resolution and the memorandum as altered.

(4) No resolution or alteration to the memorandum has effect until the Registrar issues a certificate under subsection (3).

(5) A certificate issued by the Registrar under subsection (3) is conclusive proof that all the requirements of this Act with respect to the alteration and the confirmation of the resolution have been complied with, and on issuance of the certificate the memorandum as altered becomes the memorandum of the company. (6) to

(8) Repealed 2020 c25 s2(21).

(9) Every company that defaults in filing with the Registrar any document required by this

section to be filed with the Registrar is guilty of an offence. RSA 2000 cC-21 s34;2020 c25 s2(21) Share Capital Restrictions on calling up uncalled capital 35 A limited company may by special resolution determine that any portion of its share capital that has not been already called up will not be capable of being called up, except in the event and for the purposes of the company being wound up, and thereupon that portion of its share capital is not capable of being called up except in the event and for the purposes aforesaid. RSA 1980 cC-20 s35 Alteration of share capital 36(1) A company having a share capital, if authorized by its articles, may by special resolution

RSA 2000

Section 37

Chapter C-21 35 COMPANIES ACT (

a) increase the maximum price or consideration for which shares without nominal or par value may be issued, where that maximum price or consideration has been stated in the memorandum or articles, (

b) cancel shares that, at the date of the passing of the resolution in that behalf, have not been taken or agreed to be taken by any person, and diminish the amount of its share capital by the amount of the shares cancelled or in the case of the cancellation of shares without nominal or par value, by the number of shares cancelled, (

c) cancel paid-up shares that are surrendered to the company by way of gift, and, if the resolution so provides, diminish the amount of its share capital by the amount of the shares or in the case of shares without nominal or par value by the number of the shares cancelled, and (

d) cancel paid-up shares that are acquired by a company on a distribution of the assets of another company under liquidation proceedings, and, if the resolution so provides, diminish the amount of its share capital by the amount of the shares cancelled, or in the case of shares without nominal or par value, by the number of shares cancelled.

(2) The powers conferred by this

section may, if the articles so provide, be exercised by ordinary resolution of the company or by resolution of the directors.

(3) A cancellation of shares pursuant to this

section shall not be deemed to be a reduction of share capital within the meaning of sections 38 to 41.

(4) A resolution under this

section does not take effect until a copy has been filed with the Registrar, and the proper fees paid to him, and when the resolution has been so filed and the fees paid, the Registrar shall issue a certificate showing the alteration effected by the resolution. RSA 2000 cC-21 s36;2020 c25 s2(22) Consolidation, Subdivision, etc., of Share Capital Consolidation, subdivision, etc., of share capital 37(1) A company having a share capital, if so authorized by its articles, may by special resolution alter the conditions of its memorandum as follows:

RSA 2000

Section 38

Chapter C-21 COMPANIES ACT 36 (

a) it may increase its share c apital by the creation of new shares of an amount, or of the number of new shares without nominal or par value, that it thinks expedient; (

b) it may consolidate and divide all or any of its share capi tal having a par value into shares of larger amount than its existing shares; (

c) it may convert all or any of its paid-up shares into stock , and reconvert that stock into paid-up shares of any denomination, or without nominal or par value; (

d) it may subdivide its shares having a par value, or any of them, into shares of smaller amount than its existing shares, so, however, that in the subdivision the proportion between the amount paid and the amount, if any, unpaid on each reduced share shall be the same as it was in the case of the share from which the reduced share is derived.

(2) When a company having a share capital has converted any of its shares into stock, all the provisions of this Act that are applicable to shares only cease to apply as to so much of the share capital as it converted into stock, and the register of members of the company shall be altered accordingly.

(3) A resolution under this

section does not take effect until a copy has been filed with the Registrar, and when the resolution has been so filed the Registrar shall issue a certificate showing the alteration effected by the resolution. RSA 2000 cC-21 s37;2020 c25 s2(23) Reorganization of Share Capital Powers of company to reorganize share capital 38(1) A company having a share capital (

a) may, by special resolution, modify the provisions containe d in its memorandum so as to reorganize its share capital in any way, and without prejudice to the generality of the foregoing power may modify or alter its memorandum so as to (

i) consolidate shares o f different classes, (ii) divide its shares into s hares of different classes, (iii) vary the rights attached to any class of shares, (iv) subject to

section 81, convert shares of a fixed amount into shares without nominal or par value, or

RSA 2000

Section 39

Chapter C-21 37 COMPANIES ACT (

v) convert shares without nominal or par value into shares of a fixed amount, but no preference or special privilege attached to or belonging to any class of shares shall be interfered with except by a resolution passed by a majority in number of shareholders of that class and holding 75% of the share capital of that class, and every resolution so passed binds all shareholders of the class, and (

b) may, by special resolution, alter its memorandum so as to reduce its share capital in any way, and without prejudice to the generality of the foregoing power may modify or alter its memorandum so as to (

i) extinguish or reduce the liability on any of its shares in respect of share capital not paid up, (ii) either with or w ithout extinguishing or reducing liability on any of its shares, cancel any paid-up share capital that is lost or unrepresented by available assets, or (iii) either with or w ithout extinguishing or reducing liability on any of its shares, pay off any paid-up share capital that is in excess of the wants of the company.

(2) Repealed 2020 c25 s2(24).

(3) The Registrar shall issue a certificate showing the alteration effected by the resolution. RSA 2000 cC-21 s38;2020 c25 s2(24) Objections by creditors 39(1) If the proposed reduction of share capital involves either diminution of liability in respect of unpaid share capital or the payment to any shareholder of any paid-up share capital, and in any other case if the Court so directs, every creditor of the company who at the date fixed by the Court is entitled to any debt or claim that, if that date were the commencement of the winding-up of the company, would be admissible in proof against the company, is entitled to object to the reduction.

(2) The Court shall settle a list of creditors so entitled to object, and for that purpose shall ascertain, as far as possible without requiring an application from any creditor, the names of those creditors and the nature and amount of their debts or claims, and may publish notices fixing a day or days within which creditors not entered on the list are to claim to be so entered or are to be excluded from the right of objecting to the reduction.

RSA 2000

Section 40

Chapter C-21 COMPANIES ACT 38

(3) If a creditor who is entered on the list and whose debt or claim is not discharged or determined does not consent to the reduction, the Court may, if it thinks fit, dispense with the consent of that creditor, on the company securing payment of the creditor’s debt or claim by appropriating, as the Court may direct, the following amount: (

a) if the company admits the full amount of the creditor’s de bt or claim, or, though not admitting it, is willing to provide for it, then the full amount of the debt or claim; (

b) if the company does not a dmit or is not willing to provide for the full amount of the debt or claim, or if the amount is contingent or not ascertained, then an amount fixed by the Court after the like inquiry and adjudication as if the company were being wound up by the Court.

(4) A company that wilfully conceals the name of any creditor entitled to object to the reduction, or wilfully misrepresents the nature or amount of the debt or claim of any creditor, is guilty of an offence.

(5) When a proposed reduction of capital involves either the diminution of any liability in respect of unpaid capital or the payment to any shareholder of any paid-up capital, if having regard to any special circumstances of the case the Court thinks proper to do so, the Court may direct that this

section does not apply as regards any class or any classes of creditors. RSA 1970 c60 s39 Order reducing share capital 40(1) The Court, if satisfied, with respect to every creditor of the company who under this Act is entitled to object to the reduction, that either the creditor’s consent to the reduction has been obtained or the creditor’s debt or claim has been discharged or has determined, or has been secured, may make an order confirming the resolution for reducing the share capital either wholly or in part and on any terms and conditions it thinks fit.

(2) When an order is made under this section, the company shall file with the Registrar, within 15 days from the date of the order or within a further time that the Court may allow, a copy of the order and of a minute which shall be approved by the Court, showing with respect to the share capital of the company, as altered by the order, the amount of the share capital, the number of shares into which it is divided, the amount of each share and the amount, if any, at the date of the registration deemed to be paid up on each share, and the resolution as confirmed by the order does not take effect until the copies have been so filed.

RSA 2000

Section 41

Chapter C-21 39 COMPANIES ACT

(3) When the order and minute have been registered, the Registrar shall issue a certificate, and the Registrar’s certificate is conclusive proof that all the requirements of this Act with respect to reduction of share capital have been complied with, and that the share capital of the company is such as is stated in the minute.

(4) With a view to giving proper information to the public, the Court may direct the company to publish the causes that led to and the reasons for the reduction, and notice of the registration with the Registrar, and any other information that the Court may think expedient.

(5) The minute when filed and registered shall be deemed to be substituted for the corresponding part of the memorandum of the company and is valid and alterable as if it had originally been contained therein, and shall be embodied in every copy of the memorandum issued after its registration. RSA 2000 cC-21 s40;2020 c25 s2(25) Member’s liability re share 41(1) A member of the company, past or present, is not liable in respect of any share to any call or contribution exceeding in amount the difference, if any, between the amount paid, or, as the case may be, the reduced amount, if any, that is to be deemed to have been paid on the share, and the amount of the share as fixed by the minute.

(2) Notwithstanding subsection (1), if any creditor entitled in respect of any debt or claim to object to the reduction of share capital is by reason of the creditor’s ignorance of the proceedings for reduction, or of their nature and effect with respect to the creditor’s claim, not entered on the list of creditors, and after the reduction the company is unable to pay the amount of the creditor’s debt or claim, then (

a) every person who was a memb er of the company at the date of the registration of the order for reduction and minute is liable to contribute for the payment of that debt or claim an amount not exceeding the amount that the person would have been liable to contribute if the company had commenced to be wound up on the day before that registration, and (

b) if the company is wound up , the Court, on the application of any such creditor, and proof of the creditor’s ignorance as aforesaid, may, if it thinks fit, settle accordingly a list of persons so liable to contribute, and make and enforce calls and orders on the contributories settled on the list as if they were ordinary contributories in a winding-up.

RSA 2000

Section 42

Chapter C-21 COMPANIES ACT 40

(3) Nothing in this

section affects the rights of the contributories among themselves. RSA 1970 c60 s41 Division 2 Purchase by a Company of its Own Shares Authority to buy back shares 42(1) Subject to this Division, a company may purchase shares issued by it.

(2) Unless its articles otherwise provide, the company shall exercise the power conferred by this

section by resolution of the directors. RSA 1980 cC-20 s42 Decrease in issued capital 43(1) When a company purchases any share issued by it of a class with par value, the issued capital is thereby decreased by an amount equal to the par value of the share.

(2) When a company purchases any share issued by it of a class without par value, the issued capital is thereby decreased by an amount equal to the amount obtained by dividing (

a) the amount of the consider ation received by the company from time to time for which the shares of that class were issued less any reduction of capital with respect to those shares effected by the company in accordance with this Act, by (

b) the number of issued shares of that class.

(3) Shares which have been issued by a company and purchased by it shall be restored to the status of authorized but unissued shares. RSA 1980 cC-20 s43 Prohibition on purchase 44(1) A company shall not make any payment to purchase any share issued by it if the directors have reasonable grounds for believing that (

a) the company is, or would be after the payment, unable to pay its liabilities as they become due, or (

b) the realizable value of the company’s assets would after the payment be less than the aggregate of its liabilities and the

RSA 2000

Section 45

Chapter C-21 41 COMPANIES ACT paid-up capital of the remaining shares of every class or kind.

(2) Repealed 2020 c25 s2(26). RSA 2000 cC-21 s44;2020 c25 s2(26) Liability of directors 45(1) Any directors of a company who, contrary to

section 44, vote in favour of or consent to a resolution authorizing the company to purchase any share issued by it, are jointly and severally liable to restore to the company any amount so paid and not otherwise recovered by the company.

(2) A director who has satisfied a judgment ordered under this

section is entitled to contribution from the other directors who voted in favour of or consented to the resolution.

(3) If a company has purchased any share in contravention of

section 44, (

a) any creditor who was a cred itor at the time of the purchase, (

b) any shareholder, or (

c) any director who is liable under subsection (1), may apply to the Court by originating notice for an order compelling the shareholder or former shareholder from whom the share was so purchased to repay to the company an amount equal to the purchase price received for that share.

(4) The Court, on application under subsection (3), may (

a) order the shareholder or former shareholder from whom the share was purchased to pay to the company an amount equal to the purchase price received for the share purchased in contravention of

section 44; (

b) order the company to issue an equivalent number of shares to the shareholder or the former shareholder; (

c) make any other order that it thinks appropriate.

(5) An action to enforce a liability under subsection (1) may be commenced only within 2 years after the date of completion of the purchase. RSA 1980 cC-20 s45 46 Repealed 2020 c25 s2(26).

RSA 2000

Section 47

Chapter C-21 COMPANIES ACT 42 Application of insider trading rules 47(1) Repealed 2020 c25 s2(27).

(2) A private company which under this Division purchases a share issued by it and makes use of any specific confidential information for its own benefit or advantage which, if generally known, might reasonably be expected to affect materially the value of the share, is liable to compensate any shareholder or former shareholder from whom the share was purchased for any direct loss suffered by that person as a result of the purchase, unless the information was known or ought reasonably to have been known by that shareholder or former shareholder at the time of the purchase.

(3) An action to enforce any right created by subsection (2) may be commenced only within 2 years after the date of completion of the purchase. RSA 2000 cC-21 s47;2020 c25 s2(27) Offer to purchase 48(1) Unless all of the shareholders at the date of the purchase have unanimously agreed in writing to the proposed purchase, a company that proposes to purchase shares issued by it shall (

a) make its offer to purchase t o every shareholder resident in Canada who holds shares of the class or kind to be purchased, and (

b) deliver or mail, in the ma nner prescribed in the articles of the company for sending a notice of a meeting of the shareholders, a copy of the offering circular to each shareholder of record at the time of the offer who is resident in Canada, stating the number and the class or kind of shares which the company proposes to purchase. (c), (

d) repealed 2020 c25 s2(28).

(2) For the purposes of this section, a shareholder is deemed to be resident in Canada if the shareholder’s latest address shown on the register of members of the company is an address within Canada.

(3) Repealed 2020 c25 s2(28).

(4) Notwithstanding subsection (1)(a), a company may make its offer to purchase shares issued by it to every shareholder who holds shares of the class or kind to be purchased, wherever resident, in which case subsection (1)(

b) applies with all necessary modifications. RSA 2000 cC-21 s48;2020 c25 s2(28)

RSA 2000

Section 49

Chapter C-21 43 COMPANIES ACT Exception 49 A public company whose shares are listed on a Canadian stock exchange or traded in the over-the-counter market in Canada is not required to comply with

section 48. RSA 2000 cC-21 s49;2020 c25 s2(29) 50 Repealed 2020 c25 s2(30). Non-compliance 51 If, in connection with an offer by a company to purchase shares issued by it, the company or its directors do not comply with this Act or the regulations, any interested person may apply to the Court by way of originating notice and on the application the Court may make an order (

a) approving the contents of the offering circular with or without variation and requiring distribution of the corrected document to each shareholder entitled to receive it, (

b) restraining the distribution of the offering circular, (

c) requiring any person to comply with this Act or the regulations, or (

d) rescinding the offer. RSA 2000 cC-21 s51;2020 c25 s2(31) Enforceability of contract 52(1) An action for specific performance lies against a company with respect to a contract with the company providing for the purchase of shares issued by it except to the extent that the company is unable to perform the contract without contravening

section 44.

(2) In an action brought on a contract referred to in subsection (1), the onus is on the company to prove that performance thereof would contravene

section 44.

(3) Until the company has fully performed a contract referred to in subsection (1), the shareholder who contracted to sell a share thereunder retains the status of a claimant and is entitled (

a) to be paid as soon as the company is lawfully able to do s o, or (

b) in liquidation, to be ranked subordinate to the rights of creditors and to the rights of any class of shareholders whose rights were in priority to the rights given to the class of shares which the shareholder contracted to sell to the

RSA 2000

Section 53

Chapter C-21 COMPANIES ACT 44 company, but in priority to the rights of the other shareholders. RSA 1980 cC-20 s52 Purchase by subsidiary company 53(1) On and after July 19, 1977, a subsidiary company may not acquire any shares of its holding company in excess of 1% of the number of issued shares of the holding company.

(2) A subsidiary company that acquires any shares of its holding company pursuant to this

section is not entitled to receive any notice of, or to vote at, any meeting of the shareholders of the holding company with respect to those shares. RSA 1980 cC-20 s53 54 Repealed 2020 c25 s2(32). Division 3 Articles of Association Alteration of articles 55(1) Subject to this Act and to the conditions contained in its memorandum, a company may by special resolution alter or add to its articles, and any alteration or addition so made is as valid as if it were originally contained in the articles, and is subject in like manner to alteration by special resolution. (2),

(3) Repealed 2020 c25 s2(32).

(4) This

section applies to (

a) resolutions that have been agreed to by all the members of the company, but that, if not so agreed to, would not have been effective for their purpose unless they had been passed as special resolutions, (

b) resolutions or agreements t hat have been agreed to by all the members of some class of shareholders, but that, if not so agreed to, would not have been effective for their purpose unless they had been passed by some particular majority or otherwise in some particular manner, and (

c) all resolutions or agreements that effectively bind all members of any class of shareholders, though not agreed to by all those members. RSA 2000 cC-21 s55;2020 c25 s2(32)

RSA 2000

Section 59

Chapter C-21 45 COMPANIES ACT Division 4 Conversion of Companies 56 Repealed 2020 c25 s2(34). 57 and 58 Repealed 2020 c25 s2(35).

Public and Private Companies Conversion of public company into private company 59 Subject to anything contained in the memorandum or articles, a public company may by special resolution alter its memorandum and articles so as to include the provisions necessary for a private company, and to exclude any provisions inconsistent therewith, and on filing the resolution with the Registrar the company is thereupon converted into a private company, and the Registrar shall issue a certificate showing the change in the status of the company.

RSA 1980 cC-20 s59 Conversion of private company into public company 60(1) Subject to anything contained in the memorandum or articles, a private company with 3 or more members may, for the purpose of being converted into a public company, pass a special resolution altering its memorandum and articles so as to exclude the provisions inconsistent with a public company.

(2) The resolution does not take effect until the Registrar issues a certificate that the company has been converted from a private company to a public company.

(3) On the issue of the certificate of conversion pursuant to subsection (2), the company may carry on as a public company the business authorized by its memorandum of association. RSA 2000 cC-21 s60;2020 c25 s2(36) Failure to comply with conditions 61(1) If the company fails to comply with the provisions that are included in its memorandum or articles and that constitute it a private company, it ceases to be entitled to the privileges and exemptions conferred on private companies under the sections of this Act relating (

a) repealed 2020 c25 s2(37), (

b) to the grounds on which a company may be wound up by the Court (section 214), and

RSA 2000

Section 62

Chapter C-21 COMPANIES ACT 46 (

c) to the minimum number of members with which a company may continue to carry on business (section 312), and thereupon those sections apply to the company as if it were not a private company.

(2) Notwithstanding subsection (1), the Court, on being satisfied that the failure to comply with the provisions was accidental or due to inadvertence or to some other sufficient cause, or that on other grounds it is just and equitable to grant relief, may, on the application of the company or any other person interested, and on any terms and conditions that seem to the Court just and expedient, order that the company be relieved from such consequences as aforesaid.

RSA 2000 cC-21 s61;2020 c25 s2(37) General Provisions as to Conversions Conversion not to affect debts 62 No conversion of a company taking effect under this Part affects any debts, liabilities, obligations or contracts incurred or entered into by, to, with or on behalf of the company before the conversion, and any legal proceedings in respect thereof may be continued or commenced against it in the same manner as if the conversion had not taken place.

RSA 1980 cC-20 s62 Company in default 63 If a company has failed to send or file any return, notice, or document required to be filed with or sent to the Registrar, the Registrar may refuse to issue a certificate of conversion until the lawful requirements have been fulfilled. RSA 1980 cC-20 s63 Changes in payment of dividends 63.1 If on February 1, 1982, a company by its memorandum or articles prohibits the payment of dividends to its members, no amendment may thereafter be made to the memorandum or articles to remove or qualify that prohibition. 1981 cB-15 s284(5)

RSA 2000

Section 64

Chapter C-21 47 COMPANIES ACT

Part 5 Membership and Shares Division 1 Membership Entry of subscribers in register 64 The subscribers of the memorandum of a company shall be deemed to have agreed to become members of the company. RSA 2000 cC-21 s64;2020 c25 s2(38) Copy of memorandum and articles and resolutions 65(1) A company shall send to a member, at the member’s request, a copy of the memorandum and articles of the company and a copy of any special or ordinary resolution passed by the company.

(2) A company that defaults in complying with the requirements of this

section is guilty of an offence. RSA 2000 cC-21 s65;2020 c25 s2(39) Register of members 66(1) Every company shall keep in one or more books a register of its members, and shall enter therein the following particulars: (

a) the full names and addresses of the subscribers of the memorandum and of every other person who agrees to become a member of the company and of every person described in the register as representing a named mortgagor, another person or an estate; (

b) the date at which each person was entered in the register as a member; (

c) the date at whi ch any person ceased to be a member; (

d) in the case of a company having a share capital, the numbe r or nominal amount and the class of the shares held by each member and the amount paid or agreed to be considered paid on each of the member’s shares; (

e) in the case of a company no t having a share capital, the nature of the interest held by each member, and the amount paid or agreed to be considered as paid in respect of the member’s interest; (

f) particulars of the transfer by any member of the member’s shares or other interests;

RSA 2000

Section 68

Chapter C-21 COMPANIES ACT 48 (

g) in the case of a person d escribed in the register as representing a named mortgagor, another person or an estate, a description of the capacity in which that person represents the person or estate, and the name of the estate or person so represented.

(2) A company that fails to comply with this

section is guilty of an offence.

(3) The register of members shall be admitted in evidence, in the absence of evidence to the contrary, as proof of any matters by this Act directed or authorized to be inserted therein. RSA 2000 cC-21 s66;2018 c20 s3;2020 c25 s2(40) 67 Repealed 2020 c25 s2(41). Rectification of register 68(1) When (

a) the name of any person is, w ithout sufficient cause, entered in or omitted from the register of members of a company, or (

b) default is made or unnecessa ry delay takes place in entering on the register the fact of any person having ceased to be a member, the person aggrieved or any member of the company or the company may apply to the Court for rectification of the register.

(2) The Court may either refuse the application, or may direct rectification of the register and payment by the company of any damages sustained by any party aggrieved.

(3) On an application under this section, the Court may decide any question relating to the entitlement of any person who is a party to the application to have the person’s name entered in or omitted from the register, whether the question arises between members or alleged members or between members or alleged members on the one hand, and the company on the other, and generally may decide any question necessary or expedient to be decided for rectification of the register.

(4) Repealed 2020 c25 s2(41). RSA 2000 cC-21 s68;2020 c25 s2(41) Register, where kept and inspection 69(1) The register of members, commencing from the date of the registration of the company, shall be kept at the registered office of the company, and, except when closed under the provisions of this

RSA 2000

Section 70

Chapter C-21 49 COMPANIES ACT Act, shall during business hours (subject to any reasonable restrictions that the company in general meeting may impose, so that not less than 2 hours in each day is allowed for inspection) be opened to the inspection of any member or any other person free of charge.

(2) A member or other person may require a copy of the register, or of any part thereof, or of the annual list of members and

summary, or of any part thereof.

(3) A company that refuses any inspection or copy required under this

section is guilty of an offence, and the Court may order that an inspection be allowed or a copy furnished within any time it considers fit. RSA 2000 cC-21 s69;2020 c25 s2(42) Register of members 70(1) Notwithstanding

section 69, a company may keep the register of members at the head office or any branch office in Alberta of any trust corporation.

(2) If the register of members is kept at the head office or branch office of a trust corporation, the trust corporation 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 trust corporation is not under any circumstances entitled to a lien on the register.

RSA 1980 cC-20 s70;1991 cL-26.5 s335(12) Power to close register 71 On giving notice by advertisement in some newspaper circulating in the district in which the registered office of the company is situated, the directors may close the register of members for any time or times not exceeding in the whole 30 days in each year. RSA 1980 cC-20 s71 Trusts not to be entered on register 72(1) Subject to

section 78, no notice of any trust, express, implied, or constructive, shall be entered on the register, nor is it receivable by the Registrar.

(2) The company is not bound to see to the execution of any trust, express, implied or constructive, and the receipt of any person whose name is entered in the register is a valid discharge to the company for any dividend or sum payable in respect of any share or other interest held by that person. RSA 1980 cC-20 s72

RSA 2000

Section 73

Chapter C-21 COMPANIES ACT 50 Branch register outside Province 73(1) A company having a share capital may, if so authorized by its articles, cause to be kept in any one or more provinces, states or countries a branch register or branch registers of members resident outside Alberta. (2) to

(6) Repealed 2020 c25 s2(43). RSA 2000 cC-21 s73;2020 c25 s2(43) Division 2 Shares Nature of shares 74 The shares or other interest of any member in a company is personal estate, transferable in the manner provided by the articles of the company, and shall not be deemed to be of the nature of real estate. RSA 1980 cC-20 s74 Certificate of shares 75(1) Every member of a company is entitled without payment to a certificate signed by the proper officers in accordance with the company’s articles in that behalf specifying the shares held by the member, and the nominal amount and class of the shares, and the amount paid up thereon, and, in the case of shares held by a member to whom

section 78 or 79 applies, the capacity in which that member represents those shares, but in respect of shares held jointly by several persons the company is not bound to issue more than one certificate.

(2) Unless the conditions of the issue of the shares otherwise provide, every company shall, within 2 months after the allotment of any of its shares and within 2 months after the date of lodgment of a transfer of any of its shares, have ready for delivery the certificates of all shares allotted or transferred.

(3) If a certificate is defaced, lost, or destroyed, it may be renewed on payment of the fee, if any, not exceeding $1, and on the terms, if any, as to evidence and indemnity that the directors think fit.

(4) A company that defaults in complying with the requirements of this

section is guilty of an offence. RSA 2000 cC-21 s75;2020 c25 s2(44) Certificate of shares as evidence of title 76 A certificate signed by the proper officers of the company, specifying any shares held by any member, shall be admitted in evidence as prima facie proof of the title of the member to the shares. RSA 1980 cC-20 s76

RSA 2000

Section 77

Chapter C-21 51 COMPANIES ACT Transfer by personal representative 77 A transfer of the shares or other interest of a deceased member in a company and made by the member’s personal representative is, although the personal representative is not a member, as valid as if the member had been a member at the time of the execution of the instrument of transfer.

RSA 1980 cC-20 s77 Liability of executor, etc. 78 No executor, administrator, guardian, committee, curator or trustee holding shares or other interest of or for any estate or person described in the register as being represented by him or her is personally subject to any liability in respect of those shares or interest, but the estate or person so represented is liable as if the testator or intestate, the minor, ward, cestui que trust or other person were entered in the register as the member holding the shares or interest and were competent to hold them or it.

RSA 1980 cC-20 s78 Liability of mortgages 79 No mortgagee holding shares or other interest of a mortgagor described in the register as being represented by him or her is personally subject to any liability in respect of those shares or interest, but the mortgagor continues to be liable as if the mortgagor were entered in the register as the member holding the share or other interest. RSA 1980 cC-20 s79 Payment of calls, dividends, etc. 80 A company, if so authorized by its articles, may do any one or more of the following things: (

a) make arrangements on the i ssue of shares for a difference between the shareholders in the amounts and times of payment of calls on their shares; (

b) accept from any member who a ssents thereto the whole or a part of the amount remaining unpaid on any shares held by the member, although no part of that amount has been called up; (

c) pay dividends in proportion to the amount paid up on each share where a larger amount is paid up on some shares than on others. RSA 1980 cC-20 s80 Shares without nominal or par value 81(1) The memorandum of any company, limited by shares, or limited by guarantee and having a share capital, may provide for

RSA 2000

Section 82

Chapter C-21 COMPANIES ACT 52 the creation of the shares in the capital of the company without nominal or par value, and if it provides for preferred shares having a preference as to principal in addition to shares without nominal or par value, it shall state the amount of the preferred shares, the particular character of the preference and the amount of each preferred share, which shall be $1 or a multiple thereof.

(2) Every certificate of shares without nominal or par value shall have plainly stated on its face the number of those shares that it represents and the number of those shares that the company is authorized to issue, and no such certificate shall express any nominal or par value for those shares.

(3) The issue and allotment of shares without nominal or par value authorized by this

section may be made from time to time for the consideration that may be prescribed in the memorandum or articles, or that may be fixed by the board of directors in default of or subject to such prescription.

(4) Any and all shares without nominal or par value and issued as authorized by this

section shall be deemed fully paid and non-assessable and the holder of any such shares is not liable to the company or to its creditors in respect thereof.

(5) For the purpose of the computation of the prescribed fees, the memorandum or articles may state the maximum price or consideration for which shares without nominal or par value may be issued, and the authorized capital of every company having shares without nominal or par value, shall, for the purpose of this and all other Acts, be the capital as ascertained under the regulations.

RSA 2000 cC-21 s81;2020 c25 s2(45) Shares with preferred, deferred or other special rights or restrictions 82(1) Subject to the provisions, if any, in that behalf of the memorandum of association of the company, and without prejudice to any special rights previously conferred on the holders of existing shares in the company, any share in the company may be issued with any preferred, deferred or other special rights, or such restrictions, whether in regard to dividend, voting, return of share capital or otherwise, that the company may from time to time by special resolution determine, and any preference share may, with the sanction of a special resolution, be issued on the terms that it is, or at the option of the company is, liable to be redeemed.

(2) If at any time the share capital is divided into different classes of shares, the rights attached to any class, unless otherwise provided by the terms of issue of the shares of that class, may be

RSA 2000

Section 82

Chapter C-21 53 COMPANIES ACT varied by a special resolution, with the consent in writing of the holders of 75% of the issued shares of that class, or with the sanction of a resolution passed with the majority required for the passing of a special resolution at a separate general meeting of the holders of the shares of the class.

(3) If any class of shares has attached thereto preferred rights as to dividend, the memorandum of association may provide that the shares of that class may from time to time be issued in one or more series and that the directors may by resolution from time to time before issuance, fix the designation, rights, restrictions, conditions and limitations attaching to the shares of each series of that class.

(4) The shares of all series of the same class carrying voting rights shall not carry the right to more than one vote for each share, and when any fixed cumulative dividends or amounts payable on a return of capital are not paid in full, the shares of all series of the same class shall participate ratably in respect of those dividends including accumulations, if any, in accordance with the sums that would be payable on those shares if all those dividends were declared and paid in full, and on any return of capital in accordance with the sums that would be payable on that return of capital if all sums so payable were paid in full.

(5) No shares of any series of such class shall be issued unless and until a certified copy of the resolution of the directors referred to in subsection (3) has been filed with the Registrar, except in the case of the first series if the designation, rights, restrictions, conditions and limitations have been set forth in the memorandum of association or altered memorandum of association.

(6) To every such separate general meeting the provisions of the regulations relating to general meetings apply, with all necessary modifications, but so that the necessary quorum is 2 persons at least, holding or representing by proxy 1/3 of the issued shares of the class, and any holder of shares of the class present in person or by proxy may demand a poll.

(7) The articles may (

a) provide that the holders of preference shares, or any othe r class of shares, are to have the right to select a certain portion of the board of directors, or (

b) give those holders any other control over the affairs of t he company, or so restrict their control, that is considered expedient. RSA 2000 cC-21 s82;2020 c25 s2(46)

RSA 2000

Section 83

Chapter C-21 COMPANIES ACT 54 Redemption of shares 83(1) No shares that are, or at the option of the company are, liable to be redeemed shall be redeemed except out of those profits of the company that would otherwise be available for dividend or out of the proceeds of a fresh issue of shares made for the purposes of the redemption.

(2) No such shares shall be redeemed unless they are fully paid.

(3) When shares have been redeemed under this section, notice thereof shall be given to the Registrar by the company within 30 days of the redemption date and every company which fails to give notice as required by this subsection is guilty of an offence.

(4) When any such shares are redeemed otherwise than out of the proceeds of a fresh issue, a sum equal to the nominal amount of the shares redeemed shall, out of profits that would otherwise have been available for dividend, be transferred to a reserve fund, to be called “the capital redemption reserve fund”, and the provisions of this Act relating to the reduction of the share capital of a company apply, except as provided in this section, as if the capital redemption reserve fund were paid-up share capital of the company.

(5) When any such shares are redeemed out of the proceeds of a fresh issue, the premium, if any, payable on redemption, shall be provided for out of the profits of the company before the shares are redeemed.

(6) There shall be included in every balance sheet of a company that has issued redeemable preference shares a statement specifying what part of the issued capital of the company consists of such shares, and the date on or before which those shares are, or are to be, liable to be redeemed.

(7) If a company fails to comply with subsection (6), the company, and every officer of the company who is in default, is guilty of an offence and liable to a fine not exceeding $500.

(8) Subject to this section, the redemption of preference shares thereunder may be effected on the terms and in the manner that may be provided by the articles of the company.

(9) When pursuant to this

section a company has redeemed or is about to redeem any preference shares, it may issue shares up to the nominal amount of the shares redeemed or to be redeemed as if those shares had never been issued, and accordingly the share capital of the company shall not for the purposes of any enactments

RSA 2000

Section 86

Chapter C-21 55 COMPANIES ACT relating to fees be deemed to be increased by the issue of shares pursuant to this subsection.

(10) Repealed 2020 c25 s2(47).

(11) Notwithstanding subsection (9), when new shares are issued before the redemption of the old shares, the new shares shall not, so far as relates to the payment of fees, be deemed to have been issued pursuant to subsection (9) unless the old shares are redeemed within one month after the issue of the new shares.

(12) When new shares have been issued pursuant to subsection (9), the capital redemption reserve fund may, notwithstanding anything in this section, be applied by the company, up to an amount equal to the nominal amount of the shares so issued, in paying up unissued shares of the company to be issued to members of the company as fully paid bonus shares.

(13) Repealed 2020 c25 s2(47). RSA 2000 cC-21 s83;2020 c25 s2(47) 84 and 85 Repealed 2020 c25 s2(47).

Part 6 Management and Administration Division 1 Membership Registered office 86(1) Every company shall have a registered office in Alberta to which all communications and notices can be addressed.

(2) Notice of the location of the registered office of a company, giving the postal address, shall be filed with the Registrar (

a) with the memorandum and articles when application is made for incorporation, and (

b) within 15 days of any change.

(3) A company that defaults in complying with any requirement of this

section is guilty of an offence. RSA 1980 cC-20 s86 Display of company name 87(1) Every company

RSA 2000

Section 88

Chapter C-21 COMPANIES ACT 56 (

a) shall paint or affix, and keep painted or affixed, its nam e on the outside of its registered office and every other office or place in which its business is carried on in a conspicuous position and in easily legible letters, (

b) shall have its name engraved in legible characters on its seal, and (

c) shall set out its name in l egible characters in or on all contracts, invoices, negotiable instruments and orders for goods and services issued or made by or on behalf of the company.

(2) A company that defaults in complying with the requirements of this

section is guilty of an offence. RSA 2000 cC-21 s87;2020 c25 s2(48) Division 2 Directors Director appointed by articles or named in prospectus, etc. 88(1) A person is not capable of being appointed director of a public company by the articles, and shall not be named as a director or proposed director of a public company in any prospectus filed by or on behalf of the company, unless, before the registration of the articles or the issue of the prospectus, as the case may be, the person has, by himself or herself or by his or her agent authorized in writing, (

a) either signed the

article s by which the person is so appointed, or the prospectus in which the person is so named or signed and filed with the Registrar a consent in writing to act as a director, and (

b) either signed the memorandum for a number of shares not less than his or her qualification, if any, or filed with the Registrar proof that the person holds the qualification shares, if any, or an undertaking in writing signed by the person in the presence of a witness to take from the company and pay for the qualification shares, if any.

(2) When a person is appointed a director of a company by the articles, the person’s undertaking under subsection (1)(

b) shall be deemed to take effect as a contract with the company forthwith after its certificate of incorporation is issued.

(3) When a person is so appointed or named, any consent or undertaking required by subsection (1) shall be filed with the Registrar at the same time as the document in which the person is so appointed or named.

RSA 2000

Section 89

Chapter C-21 57 COMPANIES ACT

(4) A company or person who names a director in any prospectus without the consent of the person named is guilty of an offence.

(5) This

section applies in the case of a prospectus issued in relation to an intended company, or by or on behalf of any person who is or has been engaged or interested in the formation or promotion of a company or in the organization of the company. RSA 1980 cC-20 s88 Qualifications of director 89(1) Without prejudice to the restrictions imposed by

section 88, every director who is by the articles of a company required to hold a specified share qualification, and who is not already qualified, shall obtain the director’s qualification within 2 months after his or her appointment, or any shorter time fixed by the articles.

(2) The office of director of a company shall be vacated if the director does not, within 2 months from the date of the director’s appointment, or within any shorter time fixed by the articles, obtain the qualification, or if after the expiration of that period or shorter time the director ceases at any time to hold the director’s qualification, and a person vacating office under this

section is incapable of being reappointed director of the company until he or she has obtained his or her qualification.

(3) If after the expiration of the period or shorter time mentioned in this

section any unqualified person acts as a director of the company, the person is guilty of an offence.

(4) The acts of a director or manager are valid notwithstanding any defect that may afterwards be discovered in the appointment or qualification. RSA 1980 cC-20 s89 Meetings of directors 90(1) Meetings of the board of directors of a company may be held at any place within or outside Alberta.

(2) Unless a company’s bylaws, articles or other governing documents expressly provide otherwise, (

a) a person entitled to attend a meeting of the company’s boa rd of directors may attend the meeting by electronic means, (

b) a meeting of the company’s board of directors may be held entirely by electronic means, (

c) a person attending a meeti ng by electronic means under clause (

a) or (

b) who is entitled to vote at the meeting may

RSA 2000

Section 91

Chapter C-21 COMPANIES ACT 58 vote by any electronic, telephonic or other method that the company has made available for that purpose, and (

d) a person attending a meeti ng by electronic means under clause (

a) or (

b) is deemed for all purposes under this Act to be present in person at the meeting. (3) to

(7) Repealed 2021 c3 s2. RSA 2000 cC-21 s90;2004 c29 s2;2021 c3 s2 Liability of directors for wages 91 The directors of a company are jointly and severally liable to the clerks, labourers, servants and apprentices, as defined in the Skilled Trades and Apprenticeship Education Act, thereof for all debts, not exceeding 6 months’ wages, due for services performed for the company during the period while the directors were acting as such, but no director is liable to an action therefor unless (

a) the company is sued therefor or a judgment is obtained against the company within one year after the debt becomes due, (

b) an execution against the company is returned unsatisfied i n whole or in part, and (

c) the director is sued therefo r within one year from the time the director ceased to be a director, and the amount unsatisfied on the execution is the amount that may be recovered with costs from the directors. RSA 2000 cC-21 s91;2021 cS-7.88 s42 Declaration as to interest in contract 92(1) Subject to this section, a director of a company who is in any way, directly or indirectly, interested in a contract or proposed contract with the company shall declare the director’s interest at a meeting of directors of the company.

(2) In the case of a proposed contract, the declaration required by this

section to be made by a director shall be made at the meeting of directors at which the question of entering into the contract is first taken into consideration, or, if the director is not at the date of that meeting interested in the proposed contract, at the next meeting of the directors held after the director becomes so interested, and in a case where the director becomes interested in a contract after it is made the declaration shall be made at the first meeting of directors held after the director becomes so interested.

(3) For the purposes of this section, a general notice given to the directors of a company by a director to the effect that the director is

RSA 2000

Section 92

Chapter C-21 59 COMPANIES ACT a shareholder of or otherwise interested in any other company or is a member of a specified firm and is to be regarded as interested in any contract made with that other company or firm, shall be deemed to be a sufficient declaration of interest in relation to any contract so made.

(4) Unless otherwise expressly provided in the articles of association of the company, no director shall vote in respect of any contract or proposed contract in which the director is so interested as aforesaid and if the director does so vote, the director’s vote shall not be counted. (5) Subsection (4) does not apply (

a) in the case of a contract b y or on behalf of the company to give to the directors or any of them security for advances or by way of indemnity, (

b) in the case of a private co mpany, when there is no quorum of directors in office who are not so interested, or (

c) in the case of a contract b etween the company and any other company when the interest of the director in that other company consists solely in the director’s being a director or officer of that other company and the holder of not more than the number of shares in that other company requisite to qualify the director as a director.

(6) A director who has made a declaration of the director’s interest in a contract or proposed contract in compliance with this

section and has not voted in respect of that contract contrary to the prohibition in subsection (4), if the prohibition applies, is not accountable to the company or any of its shareholders or creditors, by reason only of the director holding that office or of the fiduciary relationship thereby established, for any profit realized by the contract.

(7) Nothing in this

section imposes any liability on a director in respect of the profit realized by any contract that has been confirmed by the vote of shareholders of the company at a special general meeting called for that purpose.

(8) In this

section (a) “contract” includes arrangement; (b) “meeting of directors” includes a meeting of an executive committee of the directors. RSA 1980 cC-20 s92

RSA 2000

Section 93

Chapter C-21 COMPANIES ACT 60 Register of directors 93(1) Every company shall keep at its registered office a register of its directors, and enter therein the following particulars: (

a) the full names and addresses of the directors; (

b) the date on which eac h director was appointed; (

c) the date on which each dir ector ceased to hold office as director or manager.

(2) Every company shall file with the Registrar a notice of its first directors within 15 days after their appointment, and within 15 days after any change among the directors is made shall also file with the Registrar a notice of the change.

(2.1) Within 15 days after a change in the address of a director, the company shall file with the Registrar a notice of the change.

(3) A company that fails to comply with this

section is guilty of an offence. RSA 2000 cC-21 s93;2018 c20 s3;2020 c25 s2(50);2021 c3 s2 Register open to inspection 94(1) The register of directors and managers, commencing from the date of the registration of the company, shall during business hours (subject to any reasonable restrictions as the company in general meeting may impose, so that not less than 2 hours in each day is allowed for inspection) be open to the inspection of any member or any other person free of charge.

(2) Any member or other person may require a copy of the register, or of any part thereof.

(3) A company that refuses any inspection or copy required under this

section is guilty of an offence, and the Court may order that an inspection be allowed or a copy furnished within the time it thinks fit. RSA 2000 cC-21 s94;2020 c25 s2(51) Divisions 3 and 4 Repealed 2020 c25 s2(52). Division 5 Financial and Borrowing Prospectuses 108 to 110 Repealed 2020 c25 s2(53).

RSA 2000

Section 111

Chapter C-21 61 COMPANIES ACT Prospectus when offering shares 111(1) This

section applies if a company allots or agrees to allot any shares or debentures of the company with a view to all or any of the shares or debentures being offered for sale to the public, and the whole consideration for those shares or debentures is not paid to the company at the date of the allotment or the offer for sale, whichever date is earlier. (2),

(3) Repealed 2020 c25 s2(54).

(4) When a person making an offer for sale to which this

section relates is a company or firm, it is sufficient for the purposes of this

section if a prospectus is signed on behalf of the company or firm by an officer of the company or a partner of the firm authorized in either case to sign the prospectus.

(5) A copy of the prospectus shall be furnished to every member of the public to whom the offer of any shares or debentures to which the prospectus relates is made at the time the offer is made.

(6) When a sub-underwriter offers all or any of the shares or debentures of a company to the public by a prospectus prepared or issued by a principal underwriter, the principal underwriter is primarily liable in respect of misstatements contained in the prospectus to any person accepting the offer made by the prospectus.

(7) A person who fails to comply with or who contravenes any of the requirements of this

section is guilty of an offence.

(8) In this section, (a) “principal underwriter” means a person (

i) to whom a company makes an allotment or agrees to make an allotment of shares or debentures of the company with a view to all or any of the shares or debentures being offered for sale to the public, and (ii) who sells or agrees to se ll to any other person those shares or debentures with a view to all or any part of those shares or debentures being offered for sale to the public by that other person; (b) “sub-underwriter” means a person who purchases from a principal underwriter the shares or debentures of a company with a view to their sale to the public. RSA 2000 cC-21 s111;2020 c25 s2(54)

RSA 2000

Section 118

Chapter C-21 COMPANIES ACT 62 Registration of Mortgages, Charges, etc. 112 to 117 Repealed 1981 cB-15 s284(5). Limitation of time for issue of debentures 118 Unless the conditions of issue of the debentures or debenture stock otherwise provide, every company shall, within 2 months after the allotment of any of its debentures or debenture stock and within 2 months after the date of lodgment of a transfer of any of its debentures or debenture stock, complete the debentures and the certificates of all debenture stock allotted or transferred.

RSA 2000 cC-21 s118;2020 c25 s2(55) Notice to Registrar where receiver appointed 119(1) If a person obtains an order for the appointment of a receiver or manager of the property of a company or, under any powers contained in any instrument, appoints such a receiver or manager or takes possession of the property of a company, the person shall, within 15 days from the date of the order, the appointment or the taking of possession, as the case may be, file with the Registrar a copy of the order or a notice of having made the appointment or taken possession.

(2) Every person who defaults in complying with the requirements of this

section is guilty of an offence. RSA 2000 cC-21 s119;2020 c25 s2(56) Preferential payments 120(1) Where either a receiver is appointed on behalf of the holder of any debentures of a company secured by a floating charge or possession is taken by or on behalf of those debenture holders of any property comprised in or subject to the floating charge, then, if the company is not at the time in course of being wound up, the debts that in every winding-up are, under the provisions of

Part 10 relating to preferential payments, to be paid in priority to all other debts, shall be paid forthwith out of any assets coming to the hands of the receiver or other person taking possession, in priority to any claim for principal or interest in respect of the debentures.

(2) The periods of time mentioned in the provisions of

Part 10 referred to in subsection (1) shall be computed from the date of the appointment of the receiver or of possession being taken, as the case may be.

(3) Any payments made under this

section shall be recouped as far as may be out of the assets of the company available for payment of general creditors. 1983 c21 s4

RSA 2000

Section 121

Chapter C-21 63 COMPANIES ACT Receivers’ periodical abstracts of receipts and payments 121(1) Every receiver or manager of the property of a company who has been appointed under the powers contained in any instrument shall, within one month, or any longer period the Registrar may allow, after the expiration of (a) 6 months from the date of his or her appointment, and (

b) every subsequent 6-month period, file with the Registrar an abstract showing his or her receipts and payments during those 6-month periods.

(2) Every receiver or manager of the property of a company who has been appointed under the powers contained in any instrument shall (

a) within one month after he o r she ceases to act as a receiver or manager pursuant to the appointment, file with the Registrar an abstract showing his or her receipts and payments during the period from the end of the 6-month period to which the last abstract under subsection (1) related up to the date of his or her so ceasing, and (

b) on ceasing to act as a rece iver or manager pursuant to the appointment, file a notice to that effect with the Registrar.

(3) A receiver or manager who defaults in complying with the requirements of this

section is guilty of an offence. RSA 2000 cC-21 s121;2020 c25 s2(57) Order to make good default 122(1) If on an application to the Court by the liquidator of a company it appears to the Court that any receiver or manager of the property of the company, who has been appointed under the powers contained in any instrument, has, after being required at any time by the liquidator to do so, failed to render proper accounts of his or her receipts and payments and to pay over to the liquidator the amount properly payable to the liquidator, the Court may make an order directing the receiver or manager to make good the default within the time specified in the order.

RSA 2000

Section 123

Chapter C-21 COMPANIES ACT 64

(2) On an application to the Court by the liquidator of a company, the Court may by order fix the amount to be paid by way of remuneration to any person who, under the powers contained in any instrument, has been appointed as receiver or manager of the property of the company, and may from time to time, on an application made either by the liquidator or by the receiver or manager, vary or amend any order so made.

RSA 1980 cC-20 s122 Debentures and Floating Charges Validity of perpetual debentures 123 A condition contained in any debentures or in any deed for securing any debentures, is not, notwithstanding any rule of equity to the contrary, invalid by reason only that thereby the debentures are made irredeemable or redeemable only on the happening of a contingency, however remote, or on the expiration of a period, however long.

RSA 1980 cC-20 s123 Power to issue redeemed debentures 124(1) When a company has redeemed any debentures previously issued, the company, unless any provision to the contrary, whether express or implied, is contained in the articles or in any contract entered into by the company, or unless the company has, by passing a resolution to that effect or by some other act, manifested its intention that the debentures be cancelled, has and shall be deemed always to have had power to reissue the debentures, either by reissuing the same debentures or by issuing other debentures in their place, and on such a reissue the p

Document details

Collection	Alberta — Consolidated Statutes
Citation	RSA 2000 cC-21
Type	statute
Volume / chapter	C21
Language	en
Format	pdf
Source	PROVINCIAL
Identifier	3b578cef039484517d6cb6e1b3edae3109d0bb60

Source file is stored in the law ingest library (pdf).