This consolidation is unofficial and is for reference only.

For the official version of the regulations, consult the original documents on file with the Registry of Regulations , or refer to the Royal Gazette

Part II .

Regulations are amended frequently.

Please check the list of Regulations by Act to see if there are any recent amendments to these regulations filed with the Registry that are not yet included in this consolidation.

Although every effort has been made to ensure the accuracy of this electronic version, the Registry of Regulations assumes no responsibility for any discrepancies that may have resulted from reformatting.

This electronic version is copyright © 2009, Province of Nova Scotia , all rights reserved. It is for your personal use and may not be copied for the purposes of resale in this or any other form.

Companies Act Regulations

made under

Section 7 of the

Companies Act

R.S.N.S. 1989, c. 81

O.I.C. 91-814 (July 9, 1991), N.S. Reg. 156/91

1 These regulations may be cited as the "Companies Act Regulations".

Interpretation

2 In these regulations

(a) "Act" means the Companies Act; and

(b) "Securities Regulations" means the regulations made pursuant to the

Securities Act.

Proxies

Proxy solicitation

(1) A form of proxy required by

Section 85C of the Act to be sent to the members and by subsection 85D(2) of the Act to be filed with the Registrar

shall comply with the requirements of the Securities Regulations.

(2) A form of proxy, other than one to which subsection (1) applies, shall

(

a) indicate the meeting or meetings at which it is to be used which may

include all meetings to be held prior to a specified date or the occurrence of a specified event;

(

b) where the proxy is solicited by or on behalf of the management of the

company, contain a statement to that effect; and

(

c) indicate the powers granted under the proxy.

(1) A management information circular and a dissident's information circular

shall

(

a) contain the information required by Form 30 contained in Appendix

"B" to the Securities Regulations;

(

b) comply with the requirements for an information circular contained

in the Securities Regulations; and

(

c) be certified in the manner required by the Securities Regulations.

(2) In addition to the requirements of subsection (1), a management

information circular shall also contain the following information:

(

a) if the proceeds of an issue of securities were used for a purpose other

than that stated in the document under which the securities were

issued, the date of the document, the amount and designation of the

securities so issued and details of the use made during the financial

period of the proceeds;

(

b) where the issue, transfer or ownership of shares of the company is

restricted by the memorandum, articles, a special resolution of the

company or the conditions attaching to shares of the company, the

general nature of the restrictions;

(

c) details of every action brought or taken under

Section 4 or 5 of the

Third

Schedule to the Act to which the company is a party;

(

d) details of any financial assistance, in circumstances not prohibited by

subsection 110(5) of the Act, given by the company since the

beginning of its last completed financial year if the giving of the

assistance was material to the company or the recipient of the

assistance; and

(

e) the information required to be included in a management proxy

circular by the Third

Schedule to the Act.

(3) For the purpose of this Section, "a management information circular" is an

information circular required to be sent pursuant to clause 85D(1)(

a) of the

Act and a "dissident's information circular" is an information circular

required to be sent pursuant to clause 85D(1)(

b) of the Act.

Financial statements

(1) The following financial statements are prescribed for the purposes of

subsection 122(1) of the Act:

(

a) an income statement;

(

b) a statement of retained earnings;

(

c) a statement of changes in financial position; and

(

d) a balance sheet;

prepared for and as at the end of the period required by subsection 121(1)

of the Act.

(2) The financial statements referred to in subsection (1) need not be

designated by the names stated therein.

Applications

6 An application made to the Commission pursuant to

Section 85E or 123 of the

Act or to the Registrar pursuant to

Section 124 of the Act shall be made in

accordance with the procedures for applications made to the Commission

pursuant to the Securities Act as contained in the general rules respecting

practice and procedure made by the Commission.