Bill 75 — Fourth Session, 18Th Legislature, 27 Elizabeth Ii the Legislative Assembly of Alberta Bill 75 the Companies Amendment Act, 1978 (Legislature 18, Session 4)

L18 S4 4383

Alberta — Bills

1978 BILL 75 Fourth Session, 18th Legislature, 27 Elizabeth II THE LEGISLATIVE ASSEMBLY OF ALBERTA BILL 75 THE COMPANIES AMENDMENT ACT, 1978 THE MINISTER OF CONSUMER AND CORPORATE AFFAIRS First Reading ............................................ . Second Reading .......................................... . Committee of, the Whole .................................. . Third Reading ........................................... . Royal Assent ............................................ . Printed by the Queen's Printer for the Province of Alberta, EDMONTON

Bill 75 BILL 75 1978 THE COMPANIES AMENDMENT ACT, 1978 (Assented to , 1978) HER MAJESTY, by and with the advice and consent of the Legislative Assembly of Alberta, enacts as follows: 1 The Companies Act is amended by this Act. 2 Thejollowing is added ajier

section 156: 156.1

(1) In this section, (a) "Alberta company" means a company but does not include a company to which

Part 9 applies or a company that has been continued under

section 158 as if it had been incorporated under the laws of another jurisdiction; (b) "wholly-owned subsidiary" means (

i) an Alberta company, all of whose outstanding shares are beneficially owned by an extra-provincial company, or (ii) an extra-provincial company, all of whose out standing shares are beneficially owned by an Alber ta company.

(2) An Alberta company may amalgamate with an extra provincial company if the extra-provincial company is authorized to amalgamate with an Alberta company by the laws of the jurisdiction in which the extra-provincial com pany is incorporated and either is the wholly-owned subsidi ary of the other.

(3) An Alberta company and an extra-provincial company proposing to amalgamate shall enter into an amalgamation agreement prescribing the terms and conditions of the amalgamation.

(4) The amalgamation agreement shall 1

Explanatory Notes 1 This Bill will amend

chapter 60 of the Revised Statutes of Alberta 1970. 2 This

section provides for the amalgamation of an Alberta company with an extra-provincial company where one is the wholly-owned subsidiary of the other. The resultant amalgamated company is an Alberta company. 1

(

a) comply with

section 156(3), (

b) provide that the shares of the wholly-owned sub sidiary shall be cancelled without repayment of issued capital in respect of those shares, and (

c) provide that no securities shall be issued by the amalgamated company in connection with the amalgamation.

(5) The amalgamation agreement shall be approved by a resolution of the board of directors of the Alberta company and of the board of directors or comparable governing body of the extra-provincial company.

(6) The Alberta company and the extra-provincial company shall file with the Registrar (

a) certified copies of the resolutions referred to in subsection (5), (

b) the amalgamation agreement, (

c) declarations under oath of a director of the Alberta company and a director of the extra-provincial company that and (

i) the Alberta company and the extra-provincial company are able to pay their liabilities as they become due, (ii) the market value of the amalgamated compa ny's assets will not be less than the aggregate of its liabilities and the issued capital of all classes of its shares, (iii) no creditor of the Alberta company or the extra-provincial company will be prejudiced by the amalgamation, (iv) notice has been given to all creditors of the Alberta company and the extra-provincial company has complied with the laws of the jurisdiction in which it was incorporated with respect to creditors, and (

v) no creditor objects to the amalgamation, (

d) if the Alberta company is a public company or the extra-provincial company has distributed any of its securities to the public, the approval of the proposed amalgamation by the Commission. 2

(7) If a creditor objects to the amalgamation, the Registrar shall refuse to issue a certificate of amalgamation under this section.

(8) If the Registrar refuses under subsection (7) to issue a certificate of amalgamation under this section, the Alberta company or the extra-provincial company may apply by ori ginating notice to the court for an order directing the Registrar to issue the certificate.

(9) The court on an application under subsection (8) may order the Registrar to issue the certificate of amalgamation if, in the opinion of the court, no creditor will be prejudiced by the amalgamation.

(10) If the Alberta company is a public company or the extra-provincial company has distributed any of its securities to the public, the documents referred to in subsection (6)(a) , (b), and (

c) shall be submitted to the Commission and, if the Commission is satisfied that no creditor or shareholder will be prejudiced by the amalgamation, the Commission shall approve the amalgamation in writing.

(11) For the purposes of this section, adequate notice is given to a creditor of an Alberta company if notice that the Alberta company intends to amalgamate with an extra provincial company in accordance with this Act and that a creditor may object to the amalgamation in writing by mail ing by registered mail or delivering the objection to the registered office of the Alberta company within 30 days of the last date on which the notice of intention to amalgamate is (

a) sent by registered mail to each creditor having a claim against the Alberta company that exceeds $1000, and (

b) published once in a newspaper published or distri buted in the place in Alberta where the Alberta com pany has its registered office.

(12) After receiving the documents referred to under sub section (6), and (

a) b~ing satisfied that no creditor objects to the amal gamatIOn, or (

b) receiving a certified copy of an order under subsec tion (9), the Registrar shall (

c) issue a certificate of amalgamation under his seal of office certifying that the Alberta company and the extra-provincial company have amalgamated, and 3

(

d) publish in the Alberta Gazette, at the expense of the applicants for amalgamation, a notice of the amal gamation setting out (

i) the names of the Alberta company and the extra-provincial company that are amalgamated, (ii) the name of the amalgamated company, (iii) the authorized capital and principal objects of the amalgamated company, (iv) the address of the registered office of the amalgamated company, and (

v) any other information the Registrar considers necessary.

(13) An amalgamation agreement may provide that at any time before the issuance of a certificate of amalgamation by the Registrar, the amalgamation agreement may be ter minated by the board of directors of the Alberta company or the board of directors or comparable governing body of the extra-provincial company proposing to amalgamate.

(14) When a certificate of amalgamation is issued by the Registrar under subsection (12), the amalgamated company is a company incorporated under this Act.

(15) On and from the date shown on the certificate of amalgamation (

a) the Alberta company and the extra-provincial company continue as the amalgamated company, (

b) the amalgamated company has the memorandum and articles of association set out in the amalgamation agreement, (

c) the registered office of the amalgamated company is the registered office of the former Alberta company until changed pursuant to

section 33, (

d) the property of the former Alberta company and the former extra-provincial company continues to be the property of the amalgamated company, (

e) the amalgamated company continues to be liable for the obligations of both the former Alberta company and the former extra-provincial company, (n an existing cause of action, claim or liability to prosecution in favour of or against the former Alberta company or the former extra-provincial company con- 4

tinues in favour of or against the amalgamated company, (

g) a civil, criminal or administrative action or proceed ing pending by or against the former Alberta company or the former extra-provincial company may be con tinued to be prosecuted by or against the amalgamated company, and (

h) a conviction against, or ruling, order or judgment in favour of or against the former Alberta company or the former extra-provincial company may be enforced by or against the amalgamated company. 3 This Act comes into force on the day upon which it is assented to. 5 Title: 1978 (18th, 4th) Bill 75, The Companies Amendment Act, 1978

Document details

Collection	Alberta — Bills
Citation	L18 S4 4383
Type	bill
Volume / chapter	L18 S4 4383
Language	en
Format	json
Source	PROVINCIAL
Identifier	71bf1ac734fd3799b0f14a46c82210868ef0d8f0

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