Bill 58 — Second Session, 20Th Legislature, 33 Elizabeth Ii the Legislative Assembly of Alberta Bill 58 Corporation Statutes Amendment Act, 1984 (No. 2) (Legislature 20, Session 2)

L20 S2 3527

Alberta — Bills

1984 BILL 58 Second Session, 20th Legislature, 33 Elizabeth II THE LEGISLATIVE ASSEMBLY OF ALBERTA BILL 58 CORPORATION STATUTES AMENDMENT ACT, 1984 (NO. 2) MR. DROBOT First Reading Second Reading Committee ofthe Whole Third Reading Royal Assent

BiU 58 Mr. Drobot BILL 58 1984 CORPORATION STATUTES AMENDMENT ACT, 1984 (NO. 2) (Assented to . 1984) HER MAJESTY, by and with the advice and consent ofthe Legislative Assembly of Alberta, enacts as follows: Business Corporations Act 1(1) The Business Corporations Act is amended by this section.

(2) Section 202 is amended (

a) by repealing subsection (3) and substituting the following:

(3) An order under subsection (1) may revive the body cor porate (

a) for the purpose of enabling it to apply for continuance under

section 262, or (

b) for the purpose of carrying out particular acts speci fied in the order, and the order shall state that the revival remains in effect for a specific time Umited by the order. (

b) in subsection (4)(

b) by striking out "subsections (4) and (6) of that section" and substituting "section 261(4) and (6)"; (

c) by adding the following after subsection (4):

(4.1) Where a person seeks the approval ofthe Registrar under subsection (4)(d), he shall provide to the Registrar documents relating to corporate names that are prescribed by the regu lations.

Explanatory Notes Business Corporations Act 1(1) This

section will amend

chapter B-15 ofthe Statutes of Alberta, 1981.

(2) Section 202 presently reads in part: 202(1) Any interested person may apply to the Court for an order reviving (

a) a body corporate dissolved under

section 261, (

b) a body corporate that was dissolved under the Companies Act or its predecessors before or after the coming into force of this Act and that was not at the time of its dissolution a not-for-proftt company as defined in

section 261(1), or (

c) a body corporate that was dissolved by reason ofthe operation of subsection (6).

(2) An applicant under subsection (1) shall give notice ofthe application to the Registrar and the Registrar is entitled to appear and be heard in person or by counsel.

(3) An order uruier subsection (1) may revive the body corporate for a limited period (

a) for the purpose of enabling U to apply for continuance uruier sec tion 262, or (

b) for the purpose of carrying out particular acts specifted in the order

(4) In an order uruier subsection (1) the Court may (

a) give directions as to the holding of meetings of shareholders, the appointment of directors and meetings of directors, (

b) in the case of a body corporate revived for the purpose of enabling U to apply for continuance under

section 262, give directions regarding any matter that the shareholders are required or authorized to provide for pursuant to subsections (4) and (6) of that section, (

c) specify any provisions ofthe Companies Act that are not to apply to the body corporate during the period of its revival, or declare that Explanatoi7 Notes

(3) Section 254(l)(

k) is amended by adding "202(4.1)," after "201,".

(4) Section 261 is amended (

a) by repealing subsection (12) arui substituting the following:

(12) An appUcation by an Alberta company for a certificate of continuance shall be made (

a) in the case of a company other than one to which clause (

b) appUes, within 3 years after the last day of the anniversary month of the company first occurring after the commencement ofthis Act, (

b) in the case of a company created by amalgamation after February 1, 1983, not later than January 31, 1986, or (

c) within any period of extension granted under subsec tion (13). (

b) in subsection (13) by striking out "(12)(a)" and substituting "(12)(a)or(b)".

(5) Section 272(l)(

d) is amended by striking out "under

section 269(3)" and substituting "in accordance with the regulations". Companies Act 2(1) The Companies Act is amended by this section.

(2) Section 4 is ameruied by striking OM^ "112 to 121, 133, 162 and 304, 146 and 287" and substituting'n\% to 121, 133, 162 and 304".

(3) Section 94(1) is amended by striking out "registrar" and substi tuting "register".

(4) Section 206 is amended (

a) in subsection (2)(

d) by striking out "one year" and substituting "3 years"; (

b) by adding the following after subsection (2):

(3) Where the Registrar receives notice of an apphcation under this

section he may require the appUcant to provide to him documents relating to corporate names that are prescribed by the regulations.

any provisions ofthe Companies Act are to apply to the body corporate WUh the variations prescribed by the order, (

d) change the name ofthe body corporate to a number designated or name approved by the Registrar, and (

e) give any other directions the Court thinks ftt.

(3) Section 254(1 )(

k) presendy reads: 254(1) The Lieutenant Governor in CouncU may make regulations (

k) prescribing the documents referred to in sections 12(3) 171(11) 179(1), 201, 267 and 276(1); '

(4) Section 261 presendy reads in part:

(12) An application by an Alberta company for a certiftcate of continuance shaU be made (

a) within 3 years after the last day ofthe anniversary month ofthe company ftrst occurring after the commencement ofthis Act, or (

b) within any extension of that period granted under subsection (I3f

(13) In case of hardship, the Court may on application by the company made within the period prescribed in subsection (12)(

a) and with notice to the Registrar, extend that period for any additional period not exceeding one year

(5) Corrects an error in reference. Companies Act 2(1) This

section will amend

chapter C-20 ofthe Revised Statutes of Alberta 1980.

(2) Corrects errors in

section references.

(3) Corrects printing error.

(4) Section 206 presently reads in part:

(2) When an application to the Court to restore a company to the register is made under this section, (

a) notice ofthe application shaU be given to the Registrar, (

b) the Court shaU by the order ftx a time within which an office copy ofthe order shaU be ftled with the Registrar and his lawful require ments, if any, in respect ofthe company fulftlled, and may extend that time, but no order takes effect untd an office copy is so ftled and such lawful requirements are so fulftlled, 2 Explanatory Notes

(5) Section 307(a. 1) is amended by striking out "and 32(1.1)" and substituting'', 32(1.1) and 206(3)". In accordance with

section 4(1) ofthe

Interpretation Act, this Bill comes into force on the date it receives Royal Assent.

(

c) on receipt ofthe office copy ofthe order the Registrar shaU cause notice ofthe restoration ofthe company to the register to be published in The Alberta Gazette or the Registrar's periodical and the cost ofthe advertisement shaU be paid to the Registrar by the company, (

d) if the application is not made within one year from the date on which the company was struck off. arui another company or extra- provincial company has been incorporated or registered, as the case may be, uruier the same or a similar name, arui the Registrar objects to the restoration ofthe company under its own name, the Court shaU by the order provide that the company be restored uruier another name approved by the Registrar in writing, and the order subject to clause (

b) takes effect in the same manner as if the company had changed its name and the Registrar had issued a certiftcate thereof in accordaru:e with this Act. but in the case of an extra-provirwial company, except a company irworporated by or uruier

an Act of Parliament, the Court shall not make an order unless the company has changed or under takes to change its name in accordance with its charter arui regula tions, (

e) the Court may make an order restoring the company for a limited period or for the purpose of carrying out a particular purpose, and after the expiration of that period, or the execution of that purpose, the company shaU forthwith be struck off the register by the Registrar and (

f) if the company has requested the Registrar to strike U off the reg ister, the company shaU not be restored without his written consent.

(5) Section 307 presently reads in part: 307 The Lieutenant Governor in CouncU may make regulations (a.

I) prescribing the documents referred to in sections 25(2) arui 32(1.1); ExplanatoiT Notes Title: 1984 (20th, 2nd) Bill 58, Corporation Statutes Amendment Act, 1984 (No. 2)

Document details

Collection	Alberta — Bills
Citation	L20 S2 3527
Type	bill
Volume / chapter	L20 S2 3527
Language	en
Format	json
Source	PROVINCIAL
Identifier	84af3649300a205f68ad85240186e9c345a548fe

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