Bill 39 — Second Session, 17Th Legislature, 21 Elizabeth Ii the Legislative Assembly of Alberta Bill 39 the Companies Amendment Act, 1973 (Legislature 17, Session 2)

L17 S2 5173

Alberta — Bills

1973 Bill 39 Second Session, 17th Legislature, 21 Elizabeth II THE LEGISLATIVE ASSEMBLY OF ALBERTA BILL 39 The Companies Amendment Act, 1973 MR. KOZIAK First Reading Second Reading . Third Reading .. Printed by QUEEN'S PRINTER for the Province of Alberta. EDMONTON

Bill 39 Mr. Koziak BILL 39 1973 THE COMPANIES AMENDMENT ACT, 1973 (Assented to , 1973) HER MAJESTY, by and with the advice and e'Onsent of the Legislative Assembly of Alberta, enacts as follows: 1. The Companies Act is hereby amended.

Section 7 is amended by adding after subsection (1) the following subsection: (1.1) Subsection (1) does not apply t'O a partnership composed of (

a) persons registered under The Medical Profe$sion Act where the partnership is formed to practice medicine, 'Or (

b) active members 'Of The Law S'Ociety of Alberta where the partnership is f'Ormed t'O practice law, 'Or (

c) members 'Of the Institute of Chartered Accountants 'Of Alberta where the partnership is formed to practice accountancy.

Section 71 is amended by adding after subsection (2) the following subsection:

(2.1) Section 70, subsecti'On (2.1) does n'Ot apply to the surrender or redemption 'Of mutual fund shares as defined in secti'On 71.

Section 97, subsection (2) is amended by striking out the words "or 90 days, as the Icase may be," whereve.r they appear in the subsection. 5. The following

section is added after

section 118: 11S.1

(1) Subject to subsection (2), where in a finan cial year all the shareholders 'Of a company that (

a) is n'Ot 'Offering its securiti'es t'O the public, (

b) has five or fewer shareholders, and

~xplana!ory Notes I. This Bill willI amend

chapter 60 of the Revised Statutes of Alberta 1970. 2. This amendment will permit partnerships suoh as doctors or lawyers whose professional Acts directly or indirectly forbid in corporation to have more than 20 partners. 3. This amendment will relieve mutual fund companies from the obligation to report to the Registrar each time they redeem their shares. 4. This amendment will bring the subsection into conformity with

section 97(1) which was amended by S.A. 1972, c. 21. The sub

section presently reads:

(2) In the case of a series of debentures containing any charge to the benefit of which the debenture-holders of that series are entitled pari passu, and not co,vered by a deed creating or defining the security, it is SUfficient if there is filed within 60 days or 90 days, as the case may be, after the execution of the first debenture of the series, a true copy of one of the debentures', with a statement setting forth (

a) the total amount secured by the whole series and the amount is- sued at the date of registration, (

b) the date or dates of .the resolutions authorizing the issue, (

c) the property charged, and (

d) the names and addresses of the trustees, if any, for the deben- ture-holders, but where more than one issue is made of debentures in the series, there shall be filed with the Registrar within 60 days or 90 days, as the Cllse may be, after each issue is made. a s~at.ement settin~, forth the date and amount of each issue. but an omISSIon to do thIS does not affect the validity of the debentures issued. 5. This amendment will permit small, closely-held companies to be exempt from the audit requirements of the Act.

(

c) has ass'ets not exceeding $500,000 and sales and gross operating revenues not exceeding $1,000,000, as shown on the financial statement of the com pany for the preceding year, consent in writing, the ,company ,is exempt from sections 116 to 118 in respect of the year in which the consent is given. (2) Subsection (1) does not apply to a subsidiary com pany unless its holding company is exempted under sub section (1) at the time the consent of the shareholders is given.

Section 186, subsection (1) is amended by striking out tl~e words "the Minister of Telephones" and bu subst,ituting therefor the words "the Minister of Telephones and UtnUies".

Section 253 is amended (

a) as to subsection (1) by adding after the word "because" the words ", after reas'Onable inquiry,", (

b) as to subsection (3) by adding after the word "because" the words ", after reasonable inquiry,", (

c) as to subsection (5) by striking out the. figure "10" and by sUbstituting thereforr the figure "20", (

d) as to subsection (6) by striking out the figure "10" and by sub.'3tituting therefor the figure "20", (

e) as to subsecNon (7) by striking out the words "may deliver, conveyor pay to the person formerly benefiCiially entitled the property 'Or money so vested" and by substituting therefor the words "may return the pr'Operty 'Or moneys so vested to the Public Trustee t'O be deUvered, conveyed or paid to the pers'On f'Ormerly beneficially entitled theret'O." 8. This Act comes into force on the day upon which it is assented to.

6. This amendment will correct a ,reference omitted: from

chapter 93, Statutes of Alberta, 1972.

Section 253 presently reads: 253.

(1) Where a liquidator is unable to distribute the property of a company rateably among the members because (

a) the identity of any member is unknown, or (

b) the address ot! any member is' unknown, or (

c) any member has failed to claim his share of the property within a reasonable time, the liquidator shall deliver or convey to the Public Trustee that share of the property of the company belonging to the member to be held in trust for the member, and thereupon subsections (5), (6) and (7) apply thereto.

(2) A delivery or conveyanee under subsecUon (1) is a distribution among the members according to their rights and interests for the purposes of

section 240, subsection (1), eIause (d).

(3) Where the liquidator is unabIe to pay all the debts otf the com pany because (

a) the identity of a creditor is unknown, or (

b) the address of a creditor is unknown, the liquidator shall pay to the Public Trustee an amount equal to the amount of the debt due to the creditor to be held in trust for the credi tor and thereupon subsections (6) and (7) apply thereto.

(4) A payment under SUbsection (3) is a payment in satisfaction of the debt for the purposes of

section 240, SUbsection (1), clause (d).

(5) Where the share of the property delivered or conveyed under sub section (1) is in a form other than money, the Public Trustee shall, within 10 years after the delivery IOf the oonveyanee, convert it into money.

(6) Where a person benefieially entitled to the share of the property delivered or conveyed under subsection (1) o'r its equivalent in money, or the amount paid under subsection (3) claims' it within 10 years after it is delivered, conveyed or paid, the Public Trustee shall deliver, con vey or pay it to him.

(7) Where a share of property or money to which subsection (6) re fers is not claimed as provided in that subsection, it vests in the Crown, and if the person formerly beneficially entitled thereto at any time thereafter establishes to the satisfaction of the Lieutenant Governor in Council the fact that he was s'o beneficially entitled, the Provincial Treasurer, in the absolute discretion and on the order of the Lieutenant Governor in Council, may deliver, conveyor pay to the person formerly beneficially entitled the property or money so vested.

These amendments require the liquidator to make reasonable efforts to locate members and permit the Public Trustee to hold the money for a more practical period. Title: 1973 (17th, 2nd) Bill 39, The Companies Amendment Act, 1973

Document details

Collection	Alberta — Bills
Citation	L17 S2 5173
Type	bill
Volume / chapter	L17 S2 5173
Language	en
Format	json
Source	PROVINCIAL
Identifier	8672865ca53469711ad10b58bd4b5608d656bd00

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