Bill 76 (Legislature 12, Session 3)

L12 S3 6521

Alberta — Bills

Bill No. 76 of 1955 A BILL TO AMEND THE COMPANIES ACT NOTE This Bill amends The Companies Act, being

chapter 240 of the Revised Statutes of Alberta, 1942. If the Bill enacting The Securities Act, 1955, is proceeded with, the provisions of this Act relating to prospectuses will require amendment, as that new A,ct will contain most of the prospectus requirements for companies. Therefore, sections 29, 30, 31, 84 and 85 and Forms 4, 5, 6, 7, 7a, 8 and Sa of the Second

Schedule will be repealed by this Act; and sections 52, 83, 86a, 135 and 145 will be amended to remove conflict with the provisions of The Securities Act,

Section 19, subsection (1), clause (

h) is amended to make it clear that the general power of a company to borrow money is not restricted to the means thereafter set out in the ,clause.

Section 73 is amended to include provisions to permit and deal with issues of preferred shares in series.

Section 163, subsection (1), clause (

d) is amended to make reference therein to special Act companies with share capital. The provisions of this Bill dependent upon The Securities Act, 1955, are to come into force on Proclamation, while sections 2, 5 and 11 of the Bill will come into force upon assent. J. W. RYAN, Acting Legislative Counsel. (This note does not form any part of the Bill but is offered in explanation of its provisions.)

Section 19 amended Sections 29, 30 and 31 repealed

Section 52 amended Sec.tion 73 amended BILL No, 76 of 1955

An Act to amend The Companies Act (Assented to , 1955) HER MAJESTY, by and with the advice and consent of the Legislative Assembly of the Province of Alberta, enacts as follows: 1. The Companies Act, being

chapter 240 of the Revised statutes of Alberta, 1942, is hereby amended.

Section 19, subsection (1), clause (

h) is amended by striking out the words "in particular" and by substituting the words ", without linliting the generality of the fore going,". 3. Sections 29, 30 and 31 are repealed,

Section 52 is amended (

a) as to subsection (3) by striking out the words "Subject to subsection (4), upon" and by substitut ing the word "Upon", (

b) by striking out subsections (4) and (5),

Section 73 is amended by adding immediately after subsection (2) the following new subsections: Shares issued " (2a) If any class of shares has attached thereto pre- in series ferred rights as to dividend, the shares of that class may from time to time be issued in one or more series and the directors may from time to time before issuance, fix the designation, rights, restrictions, conditions and limitations attaching to the shares of each series of such class.

V:0ting "(2b) The shares of all series of the same class carrying ;h~~~~ ~~ued voting rights shall not carry the right to more than one in series vote for each share, and when any fixed cumulative divi- dends or amounts payable on a return of capital are not paid in full, the shares of all series of the same class shall pa~ticipate rateably in respect of such dividends including accumulations, if any, in accordance with the sums that would be payable on the said shares if all such dividends were declared and paid in full, and on any return of capital in accordance with the sums that would be payable on such return of capital if all sums so payable were paid in full.

Special. "(2c) No shares of any series of such class shall be resolutIOn re • d 1 t'} . I } t' th" th shares issued ISSUe un ess and un I a speCla reso u IOn au orlzlng e in series same has been passed setting forth the designation, rights, restrictions, conditions and limitations attaching to the shares of such series except in the case of the first series

2 if such designation, rights, restrictions, conditions and limitations have been set forth in the memorandum of assocation or altered memorandum of association.".

Section 83 is amended

Section 83 (

a) as to subsection (lb) by striking out the words amended "signed by every person who is a director or a proposed director of the company on the date of its issue or by his agent duly authorized in writing", (

b) by adding immediately after subse,ction (2a) the following new subsection: "(2b) Where a company issues any invitation to the public to subscribe to its shares, the prospectus filed with the Registrar under this

section shall be an exact copy of the prospectus accepted for filing by the Alberta Securities Commission under The Securities Act, 1955.". 7. Sections 84 and 85 are repealed. Sections 84 and 85 repealed

Section 86a" subsection (1) is amended by striking Sectior d 86ct out the words and figures "se.ction 84 or

section 85, as the amenc e circumstances require" and by substituting the words and numerals "Parts VIII, IX or X, as the case may be, of The Securities Act, 1955.".

Section 135, subsection (3) is amended by striking ~~~~°ded135 out clauses (

b) and (d).

Section 145 is amended ~~!~oJ~dH5 (

a) as to subsection (1) by striking out the words and figures "sections 83 and 84 or 85" and by substi tuting the words and figures "section 83 of this Act and Parts VIII, IX or X, as the case may be, of The Securities Act, 1955,", (

b) as to subsection (2) by striking out the words and figures "Paragraphs (b), (

c) and (

d) of subsection (4) of

section 84 and of subsection (3) of

section 85" and by substituting the words and figures "Parts VIII, IX or X, as the case may be, of The Securities Act, 1955,".

Section 163, subsection (1), clause (

d) is amended

Section 163 by adding immediately before the word "no" the words "or amended a company incorporated by special Act of the Legislature and having share capital,". 12. The Second

Schedule is amended by striking out, ~~~~~~le Forms 4, 5, 6, 7, 7a, 8 and 8a. amended 13.

(1) This Act, other than sections 2, 5 and 11, comes ~o~tfrc~ into force on a date to be fixed by Proclamation of the Lieutenant Governor in Council.

(2) Se,ctions 2, 5 and 11 come into force on the day upon which this Act is assented to.

THIRD SESSION TWELFrH LEGISLATURE 4 ELIZABETH II 1955 BILL

An Act to amend The Companies Act. Received and read the First time .............. . Second time ..... ,Third time ....... . RON. MR. GERHART Title: 1955 (12th, 3rd) Bill 76,

An Act to amend The Companies Act

Document details

Collection	Alberta — Bills
Citation	L12 S3 6521
Type	bill
Volume / chapter	L12 S3 6521
Language	en
Format	json
Source	PROVINCIAL
Identifier	7305454ce98438fdc8c82b56cac73613b8d02803

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