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1998/99 Legislative Session: 3rd Session, 36th Parliament

FIRST READING

The following electronic version is for informational purposes only.

The printed version remains the official version.

BILL 85 – 1999

COMPANY ACT

... continued ...

Part 9 – Company Alterations

Division 1 – Memorandum,

Notice of Articles and Articles

Memorandum and articles not to be altered

(1) A pre-existing company must not alter its

memorandum or articles.

(2) Despite subsection (1), a pre-existing company may

(

a) alter its memorandum or articles, as the case may be,

(

i) under

section 366 (3),

(ii) if and to the extent necessary under

section 370,

(iii) under

section 427 (2), or

(iv) under

section 367 or 442, and

(

b) alter its articles and notice of articles at any time after it

has complied with

section 367 or 442.

Alteration to notice of articles

276 (1) This

section does not apply to an alteration to a

notice of articles if the alteration is made, is required to be made or otherwise occurs

under Division 4 of

Part 2 or under

section 150 or 152 (5).

(2) If the court makes an order that alters the notice of articles

or that alters any of the information contained in the notice of articles,

(

a) this section, other than this subsection, does not apply,

(

b) the company must, promptly after the making of the order, file

a copy of the entered order with the registrar,

(

c) the alteration takes effect

(

i) if neither the date nor the time is specified by the order, on

the date and time that a copy of the entered order is filed with the registrar,

(ii) if a date but no time is specified, on the later of

(

A) the date and time that a copy of the entered order is filed

with the registrar, and

(

B) the beginning of the date specified, or

(iii) if both a date and time are specified, on the later of

(

A) the date and time that a copy of the entered order is filed

with the registrar, and

(

B) the date and time specified,

(

d) the registrar must, promptly after the alteration takes effect

under paragraph (c), provide to the company a certified copy of the notice of articles as

altered, and

(

e) the company must promptly

(

i) deposit a copy of the entered order at its records office, and

(ii) alter its records in accordance with the order and this

section.

(3) A company must not alter its notice of articles unless

(

a) the company does so

(

i) in the manner required or permitted by this Act, or

(ii) if this Act does not specify the manner required or

permitted, in the manner required or permitted by its articles, and

(

b) if a resolution is required to authorize that alteration, the

company has been authorized to effect the alteration,

(

i) by the type of resolution required or permitted by this Act,

(ii) if this Act does not specify the type of resolution required

or permitted, by the type of resolution required or permitted by the articles, or

(iii) if neither this Act nor the articles specify the type of

resolution required or permitted, by a special resolution.

(4) In order to alter its notice of articles, a company must

(

a) file with the registrar a notice of alteration in the

prescribed form describing the alteration, or

(

b) if this Act specifies a different procedure by which an

alteration is to be effected, follow the specified procedure.

(5) Whether or not an alteration to the notice of articles has

been effected and authorized in accordance with subsection (3), the alteration takes

effect,

(

a) for an alteration under subsection (4) (a),

(

i) if neither the date nor the time is specified by the notice of

alteration, on the date and time that the notice of alteration is filed with the

registrar,

(ii) if a date but no time is specified, on the later of

(

A) the date and time that the notice of alteration is filed with

the registrar, and

(

B) the beginning of the date specified, or

(iii) if both a date and time are specified, on the later of

(

A) the date and time that the notice of alteration is filed with

the registrar, and

(

B) the date and time specified, or

(

b) for an alteration under subsection (4) (b), at the date and

time specified by this Act.

(6) A resolution referred to in subsection (3) (

b) may provide

that the directors may

(

a) refrain from causing the company to submit the notice of

alteration for filing with the registrar,

(

b) withdraw a notice of alteration that has been submitted for

filing with the registrar but has not yet been filed, or

(

c) withdraw a notice of alteration that has been filed with the

registrar but has not yet taken effect.

(7) If authorized to do so in the manner specified by this

section, the directors may withdraw a notice of alteration before it takes effect by

filing with the registrar a notice of withdrawal in the prescribed form.

(8) After an alteration to the notice of articles takes effect

under subsection (5), the registrar must provide to the company a certified copy of the

notice of articles as altered.

Alteration to articles

277 (1) A company may resolve to alter its articles

(

a) by the type of resolution required or permitted by this Act,

(

b) if this Act does not specify the type of resolution required

or permitted, by the type of resolution required or permitted by the articles, or

(

c) if neither this Act nor the articles specify the type of

resolution required or permitted, by a special resolution.

(2) A company must deposit in its records office a copy of the

resolution referred to in subsection (1) promptly after it is passed.

(3) If the notice of articles reflects information contained in a

provision of the articles, and that provision in the articles is to be altered, the

company must,

(

a) in accordance with

section 276, alter its notice of articles

to reflect the alteration to be made to the articles, and

(

b) note on the copy of the resolution referred to in subsection

(2), that that alteration to the articles does not take effect until the notice of

articles is altered to reflect that alteration to the articles.

(4) Subject to subsection (6), an alteration to the articles

referred to in subsection (3) takes effect when the alteration to the notice of articles

referred to in subsection (3) (

a) takes effect.

(5) Subject to subsection (6), an alteration to the articles that

is not an alteration referred to in subsection (3) takes effect,

(

a) if neither the date nor the time is specified by the

resolution referred to in subsection (1), on the date and time that the resolution is

received at the company's records office,

(

b) if a date but no time is specified, on the later of

(

i) the date and time that the resolution is received at the

company's records office, and

(ii) the beginning of the date specified by the resolution, or

(

c) if both a date and time are specified, on the later of

(

i) the date and time that the resolution is received at the

company's records office, and

(ii) the date and time specified.

(6) If the articles include a part or division entitled

"Statutory Reporting Company Provisions" and the company wishes to alter one or

more of the provisions of that part or division, the company must first apply to the

executive director for consent to the alteration, and the alteration takes effect on the

later of

(

a) the time that the alteration takes effect under subsection

(4) or (5) of this section, as the case may be, and

(

b) the date and time that the written consent to the alteration

provided by the executive director is received at the company's records office.

(7) The executive director may consent to an alteration to a

company's articles under subsection (6) if the executive director considers that to do so

would be fair and reasonable to all interested parties and would not be prejudicial to the

executive director considers appropriate.

Shareholders may dissent

278 A shareholder of a company may give a notice of

dissent, under Division 2 of

Part 8, to the company in respect of any resolution under

section 277 (1) that would have the effect of altering any restrictions on the powers of

the company or on the business it is permitted to carry on.

Alteration to Table A articles

279 (1) The Lieutenant Governor in Council may, by

regulation, amend Table A.

(2) Unless the articles provide otherwise, if, in respect of a

company recognized under this Act, a provision of Table A is adopted without restatement

or alteration by the articles of the company under

section 14 (6) or is included without

restatement or alteration in the articles of the company under

section 17 (b), 284 (b),

298 (1) (b) (iii) (B), 319 (b), 367 (2) or 422 (1) (b), any amendment to Table A that

amends that provision will, at the time that the amendment comes into force, effect a

corresponding alteration to the articles, without the necessity for the company to pass a

resolution to effect that alteration.

(3) Nothing in this

section prevents a company from altering a

provision in its articles referred to in subsection (2) in the manner provided by

section

(4) Subsection (2) does not apply to a provision that has been

altered under subsection (3).

Copies of articles and notice of articles to

include alterations

280 After an alteration to the notice of articles or

articles takes effect, the company must not issue a copy of the notice of articles or

articles, as the case may be, that does not contain the alteration.

Change of company name

(1) In order to change its name, a company must alter

its articles and notice of articles in accordance with this Division.

(2) A company may effect the alterations contemplated by

subsection (1) if the company is authorized to do so,

(

a) subject to

section 282 (3), by the type of resolution

specified by the articles, or

(

b) if the articles do not specify the type of resolution

required, by a special resolution.

(3) A resolution under subsection (2) may authorize a change of

the company's name to

(

a) a name, referred to in the resolution, that has been reserved

under

section 23, or

(

b) a name to be chosen by the directors and then reserved under

section 23.

(4) If a notice of alteration reflects a change of name to a name

reserved under

section 23 and that name reservation expires before the alterations

contemplated by the notice of alteration take effect,

(

a) if, on the date that the alterations contemplated by the

notice of alteration are to take effect under this Division, the reserved name complies

with the prescribed requirements and with the other requirements set out in Division 2 of

Part 2, the alterations, including the proposed change of name, contemplated by the notice

of alteration take effect, or

(

b) in any other case, the notice of alteration is

(

i) deemed to be withdrawn from the corporate register on the date

that that reservation for the proposed name expires, and

(ii) deemed not to have effected any of the alterations to the

notice of articles contemplated by that notice of alteration.

(5) After an alteration to the articles and notice of articles has

taken effect under this Division to change the name of a company to a name reserved under

section 23, the registrar must, in addition to the registrar's obligations under

section

276 (8),

(

a) issue a certificate showing the change of name and the date

and time the change is effective, and

(

b) publish in the Gazette a notice of change of name.

(6) No change of the name of a company affects any of its rights

or obligations, or renders defective any legal proceedings by or against it, and any legal

proceedings that may have been continued or commenced by or against it under its former

name may be continued or commenced by or against it under its new name.

Requirements for unanimous and exceptional

resolutions

(1) By a provision in its articles, in this

section

called an exceptional resolution provision, a company may specify that a provision of its

notice of articles or articles may not be altered, or that an action may not be taken by

the company or the directors, unless the resolution to authorize the alteration to the

notice of articles, the resolution by which the company resolves to alter its articles or

the resolution to authorize the taking of the action is passed as an exceptional

resolution.

(2) A company may not vary or delete an exceptional resolution

provision unless the variation or deletion is authorized by an exceptional resolution.

(3) If a company is required to pass a resolution in order to

authorize an alteration to the company's notice of articles, to authorize or effect an

alteration to the company's articles, or to authorize or effect the taking of an action by

the company or by its directors, and if there is a conflict between this Act and the

articles as to the percentage of the votes that is needed to pass the required resolution,

the company must, in order to pass the resolution, obtain the greater of

(

a) the percentage of votes required by this Act, and

(

b) the percentage of votes required by the articles.

(4) If the articles of a pre-existing company that has complied

with

section 367 or 442 include a provision that was not capable of alteration under the Companies

Act, 1973 , the company may not alter that provision unless the alteration is

(

a) ordered by the court, or

(

b) authorized by a unanimous resolution.

(5) Each share of the company carries the right to vote on a

resolution referred to in subsection (4) (b), whether or not that share otherwise carries

the right to vote.

Division 2 – Conversion

Conversion of special Act corporations

(1) Unless the Act by which it was incorporated

provides otherwise, a special Act corporation may apply to convert itself into a company

under this Act if it has the consent of the minister to do so, and if it is authorized to

do so by a special resolution that

(

a) adopts, in substitution for the charter of the special Act

corporation,

(

i) a notice of articles that

(

A) complies with

section 13 (a), (d), (

e) and (

g) to (j),

(

B) sets out the name of the company, and

(

C) sets out the full name of each of the individuals who are to

be the directors of the company after its conversion, and the prescribed address or

addresses for each of those individuals, and

(ii) articles that

(

A) comply with

section 14 (1), (2) and (3) (b), and

(

B) set out the name of the company,

(

b) if it is necessary to do so to comply with this Act, alters

the name of the special Act corporation, and

(

c) authorizes one or more of the directors of the special Act

corporation to sign the articles and to submit the notice of articles for filing with the

registrar.

(2) A special Act corporation that has been authorized to do so

under subsection (1) may apply for conversion under this Division by submitting for filing

with the registrar

(

a) the notice of articles referred to in subsection (1) (a) (

i) of this section, and

(

b) the minister's written consent to the conversion.

(3) A special Act corporation is converted to a company under this

Division

(

a) if neither the date nor the time is specified by the

ministerial consent referred to in subsection (2) (b), on the date and time that the

notice of articles and the ministerial consent are filed with the registrar,

(

b) if a date but no time is specified by the ministerial consent,

on the later of

(

i) the date and time that the notice of articles and the

ministerial consent are filed with the registrar, and

(ii) the beginning of the date specified, or

(

c) if both a date and time are specified by the ministerial

consent, on the later of

(

i) the date and time that the notice of articles and the

ministerial consent are filed with the registrar, and

(ii) the date and time specified.

(4) After a notice of articles and a ministerial consent are filed

under subsection (2), the registrar must

(

a) prepare a certificate of conversion showing the name of the

converted company, and the date and time of its conversion,

(

b) provide a certificate of conversion and a certified copy of

the notice of articles to the converted company, and

(

c) publish a notice of the conversion of the corporation in the

Gazette.

Articles on conversion

284 If, by the time of the conversion of a special Act

corporation to a company under

section 283 (3),

(

a) articles have been signed by one or more of the directors of

the special Act corporation, the converted company has those articles as its articles, or

(

b) none of the directors of the special Act corporation have

signed articles for the converted company, the converted company has Table A as its

articles.

Effects of conversion

(1) At the time of the conversion of a special Act

corporation to a company under this Act,

(

a) this Act, the notice of articles submitted for filing with the

registrar under

section 283 (2) (

a) and the articles referred to in

section 284, apply to

the converted company in the same manner as if it were a company incorporated under this

Act with that notice of articles and those articles, and the former charter of the special

Act corporation ceases to apply,

(

b) the property, rights and interests of the special Act

corporation continue to be the property, rights and interests of the converted company,

(

c) the converted company continues to be liable for the

obligations of the special Act corporation,

(

d) an existing cause of action, claim or liability to prosecution

is unaffected,

(

e) a legal proceeding being prosecuted or pending by or against

the special Act corporation may be prosecuted, or its prosecution may be continued, as the

case may be, by or against the converted company, and

(

f) a conviction against, or a ruling, order or judgment in favour

of or against, the special Act corporation may be enforced by or against the converted

company.

(2) Whether or not the requirements precedent and incidental to

conversion have been complied with, either a certificate of conversion, whether as

originally issued by the registrar or as corrected under

section 414, or a notation in the

corporate register that a special Act corporation has been converted to a company is

conclusive evidence for the purposes of this Act and for all other purposes that the

corporation has been duly converted to a company under this Act as of the date and time

shown in the certificate of conversion or in the corporate register, as the case may be.

Division 3 – Amalgamation

Amalgamation permitted

(1) The following corporations may amalgamate and

continue as one company:

(

a) a company with one or more other companies;

(

b) one or more companies with one or more foreign corporations.

(2) The amalgamated company may have as its name

(

a) the name of one of the amalgamating companies, or

(

b) for any amalgamation other than one effected under

section 291

or 292, the name applicable to the amalgamated company under

section 22.

Amalgamation agreements

(1) In order for a company to amalgamate with one or

more other corporations under

section 286, it must, unless the proposed amalgamation is to

be effected under

section 291 or 292,

(

a) sign an amalgamation agreement with the other

amalgamating corporations, and

(

b) have the amalgamation agreement adopted by its shareholders.

(2) An amalgamation agreement referred to in subsection (1) must

(

a) the full name of each of the individuals who are to be the

directors of the amalgamated company, and the prescribed address or addresses for each of

those individuals,

(

b) the manner in which the issued shares of each amalgamating

corporation will be exchanged for securities of the amalgamated company,

(

c) if any shares of an amalgamating corporation are not to be

exchanged for securities of the amalgamated company, the amount of money or securities of

any corporation that the shareholders holding shares of the amalgamating corporation are

to receive in addition to or instead of securities of the amalgamated company,

(

d) if shares or other securities of the amalgamated company or

any other corporation are to be received on the amalgamation and if it is intended that

there be a payment of money instead of the issue of a fractional share, the manner in

which that payment is to be made, and

(

e) details of any arrangements necessary to perfect the

amalgamation and to provide for the subsequent management and operation of the amalgamated

company.

(3) Despite subsection (2), if the beneficial ownership of shares

of one of the amalgamating corporations is held by or on behalf of another of the

amalgamating corporations,

(

a) the amalgamation agreement must provide for the cancellation

of those shares at the time that the amalgamation becomes effective, without any repayment

of capital in respect of those shares, and

(

b) no provision may be made in the agreement for the exchange of

those shares for shares or other securities of the amalgamated company or of any other

corporation, or for money.

Attachments to amalgamation agreements

288 An amalgamation agreement must include

(

a) a copy of the articles that are to apply to the amalgamated

company after the applicable amalgamation or a statement that, after that amalgamation,

the amalgamated company will have Table A as its articles, and

(

b) a copy of the notice of amalgamation to be filed with the

registrar under

section 294 (1).

Shareholder approval of amalgamation agreements

(1) An amalgamation agreement is adopted by the

shareholders of an amalgamating company if

(

a) all of the shareholders of the amalgamating company, whether

or not their shares otherwise carry the right to vote, adopt the amalgamation agreement by

unanimous resolution, or

(

b) the amalgamation agreement is adopted by the shareholders at a

meeting in accordance with this section.

(2) If the amalgamation agreement is to be submitted for adoption

at a meeting in accordance with subsection (1) (b), the amalgamating company must send a

notice of the meeting to each shareholder of the amalgamating company at least 21 days

before the date of the proposed meeting.

(3) A notice of meeting sent under subsection (2) must include or

be accompanied by

(

a) a copy of the amalgamation agreement, or

(

b) a

summary of the amalgamation agreement in sufficient detail

to permit the shareholders to form a reasoned judgment concerning the matter.

(4) Each share of an amalgamating company carries the right to

vote on an amalgamation agreement submitted for adoption at a meeting in accordance with

subsection (1) (b), whether or not that share otherwise carries the right to vote.

(5) An amalgamation agreement submitted for adoption at a meeting

in accordance with subsection (1) (

b) is adopted by the shareholders of an amalgamating

company when

(

a) the shareholders attending the meeting in person or by proxy

resolve, by a special resolution, to adopt the amalgamation agreement, and

(

b) the shareholders holding shares of a class or series of shares

to which are attached rights or special rights or restrictions that would be prejudiced or

interfered with by the adoption of the amalgamation agreement, in a separate vote of those

shareholders attending the meeting in person or by proxy, resolve by a special resolution

to adopt the agreement.

(6) At any time before amalgamating corporations are amalgamated

within the meaning of

section 297 (1), an amalgamation agreement may be terminated by an

amalgamating company, despite adoption of the agreement by any or all of the other

amalgamating corporations, if the termination is authorized by, or in the manner

contemplated by, the amalgamation agreement.

Shareholders' right to dissent

290 A shareholder of an amalgamating company may give a

notice of dissent, under Division 2 of

Part 8, to the amalgamating company of which the

person is a shareholder in respect of a resolution that is proposed, under

section 289, to

adopt an amalgamation agreement.

Vertical short form amalgamations

291 A holding corporation that is a company and one or more

of its subsidiary corporations may amalgamate and continue as one company without

complying with sections 287 to 289 if

(

a) the holding corporation

(

i) has filed with the registrar a notice of articles that

complies with this Act, and

(ii) has articles that comply with this Act,

(

b) the amalgamation is approved by a special resolution of the

holding corporation or by a resolution of its directors,

(

c) all of the issued shares of each amalgamating subsidiary

corporation are beneficially owned by one or more of the other amalgamating corporations,

and

(

d) the resolution requires that

(

i) the shares of each amalgamating subsidiary corporation be

cancelled on the amalgamation without any repayment of capital in respect of those shares,

(ii) there be submitted for filing, under

section 294 (1), a

notice of amalgamation that contains only information that is entirely consistent with the

information that is, at the time that the notice of amalgamation is submitted for filing,

contained in the notice of articles of the holding corporation, and

(iii) the amalgamated company refrain from issuing any securities

in connection with the amalgamation.

Horizontal short form amalgamations

(1) In this section, a "wholly owned

subsidiary" of a holding corporation means a company, all of the shares of which

are owned by

(

a) the holding corporation, or

(

b) one or more wholly owned subsidiaries of that holding

corporation.

(2) Two or more wholly owned subsidiaries of the same holding

corporation may amalgamate and continue as one company without complying with sections 287

to 289 if

(

a) the amalgamation is approved by each of the amalgamating

companies by a special resolution of the amalgamating company or by a resolution of its

directors,

(

b) the resolutions require that

(

i) the shares of all but one of the amalgamating companies be

cancelled on the amalgamation without any repayment of capital in respect of those shares,

and

(ii) there be submitted for filing, under

section 294 (1), a

notice of amalgamation that contains only information that is entirely consistent with the

information that is, at the time that the notice of amalgamation is submitted for filing,

contained in the notice of articles of the amalgamating company the shares of which are

not cancelled, and

(

c) the amalgamating company of which the shares are not cancelled

under paragraph (b) (i)

(

i) has filed with the registrar a notice of articles that

complies with this Act, and

(ii) has articles that comply with this Act.

Withdrawal from vertical or horizontal

amalgamations

(1) A company in respect of which a resolution referred

to in

section 291 or 292 is passed may withdraw from the proposed amalgamation if

authorized to do so by an ordinary resolution of the company, by a resolution of its

directors or in any other manner set out in that resolution.

(2) A company referred to in subsection (1) that receives the

authorization required under that subsection may, if a notice of amalgamation has been

filed with the registrar under

section 294 in relation to the proposed amalgamation,

withdraw from the proposed amalgamation by filing with the registrar, at any time before

the amalgamating corporations are amalgamated within the meaning of

section 297 (1), a

notice of withdrawal from amalgamation in the prescribed form.

Formalities to amalgamation

(1) In order to effect an amalgamation under this

Division,

(

a) there must be filed with the registrar, on behalf of the

amalgamating corporations, a notice of amalgamation in the prescribed form, and

(

b) each amalgamating corporation that is a foreign corporation

must file with the registrar an authorization for the amalgamation from the foreign

corporation's jurisdiction.

(2) A notice of amalgamation must not be submitted for filing

under subsection (1) (

a) unless,

(

a) in the case of an amalgamation to which

section 287 applies,

the amalgamation agreement

(

i) has been adopted by each of the amalgamating companies shown

as parties to it, and

(ii) has not been terminated under

section 289 (6), or

(

b) in the case of an amalgamation under

section 291 or 292, the

amalgamation is approved in accordance with the applicable

section and none of the

amalgamating companies have, under

section 293, withdrawn from the amalgamation.

(3) Before submitting a notice of amalgamation for filing under

subsection (1) (a),

(

a) the amalgamating corporations must obtain a court order, in

accordance with

section 295, approving the amalgamation agreement, or

(

b) each amalgamating company must comply with

section 296 (1) to

(3).

Amalgamations subject to court approval

(1) An application for a court order under

section 294

(3) (

a) must be brought at least 21 days after but not more than 2 months after,

(

a) in the case of an amalgamation under

section 287, the date on

which the last of the amalgamating companies to adopt the amalgamation agreement does so

under

section 289 (1), or

(

b) in the case of an amalgamation under

section 291 or 292, the

date on which the last of the approvals required for the amalgamation has been obtained in

accordance with

section 291 (

b) or 292 (2) (a), as the case may be.

(2) An amalgamating company must give to a creditor or shareholder

of the amalgamating company at least 14 days' notice of the date, time and place of the

hearing of the application if

(

a) the creditor or shareholder, by notice in writing, requires

the company to give the creditor or shareholder notice of the application, and

(

b) the written notice referred to in paragraph (

a) is delivered

to the registered office of the amalgamating company

(

i) not later than 5 weeks after the adoption of the amalgamation

agreement by all the amalgamating companies, and

(ii) before the hearing of the application.

(3) On an application under subsection (1),

(

a) a creditor or shareholder of any of the amalgamating

corporations is entitled to be heard,

(

b) the court must have regard to the rights and interests of each

person affected by the amalgamation, and

(

c) the court may

(

i) approve the amalgamation on the terms presented, or

(ii) dismiss the application.

(4) A notice of amalgamation submitted to the registrar for filing

in respect of an amalgamation approved under this

section must have attached to it a copy

of the entered order of the court approving the amalgamation.

Amalgamations without court approval

(1) A notice of amalgamation, submitted to the

registrar for filing under

section 294 in respect of an amalgamation that is to be

concluded without court approval, must have attached to it, from each amalgamating

company, an affidavit of a director or senior officer of that company that complies with

subsection (2) of this section.

(2) An affidavit referred to in subsection (1) must

(

a) state whichever of the following is applicable to the

amalgamating company of which the individual is a director or senior officer:

(

i) the company has entered into an amalgamation agreement with

the other amalgamating corporations that

(

A) complies with sections 287 and 288, and

(

B) has been adopted in accordance with

section 289;

(ii) the company proposes to amalgamate with one or more other

corporations under

section 291 or 292, as the case may be, and

(

b) do one of the following:

(

i) state that the director or senior officer believes and has

reasonable grounds for believing that no creditor of the amalgamating company of which the

individual is a director or senior officer will be materially prejudiced by the

amalgamation;

(ii) state

(

A) that the amalgamating company of which the individual is a

director or senior officer has given to its creditors the notice required by subsection

(3) (

a) and (c), has published the notice required by subsection (3) (

b) and has given any

notice required under subsection (3) (d),

(

B) the date of the giving of each notice given under subsection

(3) (d), and

(

C) that no creditor objects to the amalgamation other than on

grounds that are frivolous or vexatious.

(3) Before an amalgamating company files with the registrar an

affidavit that contains the statements referred to in subsection (2) (b) (ii), the

amalgamating company must

(

a) send by registered mail or deliver, to each known creditor of

the company having a claim against the company that exceeds the prescribed amount, a

written notice that complies with paragraph (

c) of this subsection,

(

b) publish in a newspaper distributed in the place where the

company has its registered office a notice that complies with paragraph (c),

(

c) ensure that each notice given under paragraph (

a) and each

notice published under paragraph (b)

(

i) states that the company intends to amalgamate with one or more

specified corporations in accordance with this Act,

(ii) includes a statement by a director or senior officer of the

amalgamating company as to whether or not the director or senior officer believes and has

reasonable grounds for believing that the amalgamated company will not be insolvent at the

time that the amalgamation becomes effective, and

(iii) states one of the following:

(

A) the company will proceed with the amalgamation unless, within

30 days after the date of the delivery or mailing of the notice, the court orders

otherwise and a copy of the entered order is filed with the registrar;

(

B) a creditor of the company who intends to object to the

amalgamation must send to the company a written notice of objection within 15 days after

the date of the delivery, mailing or publication of that notice, as the case may be, and

(

d) send by registered mail , or deliver, to each creditor who

provides a written notice of objection to the company in accordance with paragraph (c)

(iii) (

B) within the time required by that paragraph, a written notice stating that the

company intends to proceed with the amalgamation unless, within 15 days after the date of

the notice sent under this paragraph, the court orders otherwise and a copy of the entered

order is filed with the registrar.

(4) A creditor having a claim against the company that exceeds the

prescribed amount may, whether or not that creditor receives a notice under subsection (3)

(

a) or (d), apply to the court for an order enjoining the proposed amalgamation.

(5) An application contemplated by subsection (3) (c) (iii) (A),

(3) (

d) or (4) must be made on such notice to the amalgamating company of which the

applicant is a creditor as the court may order.

Certificates of amalgamation

(1) Unless a copy of an entered court order is filed

with the registrar under

section 296 (3) (c) (iii) (

A) or (d), if a notice of amalgamation

that complies with

section 294 and with

section 295 (4) or 296 (1) and (2), as the case

may be, is filed with the registrar, the amalgamating corporations are amalgamated and

continue as an amalgamated company under this Division,

(

a) if neither the date nor the time is specified by the notice of

amalgamation, on the date and time that the notice of amalgamation is filed with the

registrar,

(

b) if a date but no time is specified, on the later of

(

i) the date and time that the notice of amalgamation is filed

with the registrar, and

(ii) the beginning of the date specified, or

(

c) if both a date and time are specified, on the later of

(

i) the date and time that the notice of amalgamation is filed

with the registrar, and

(ii) the date and time specified.

(2) After amalgamating corporations are amalgamated as an

amalgamated company under this Division, the registrar must

(

a) prepare a certificate of amalgamation showing

(

i) the name of the amalgamated company and the date and time of

the amalgamation,

(ii) the names of the amalgamating corporations, and

(iii) for each amalgamating corporation that is a foreign

corporation, the foreign corporation's jurisdiction,

(

b) provide the certificate of amalgamation and a certified copy

of the filed notice of amalgamation to the amalgamated company, and

(

c) publish a notice of the amalgamation in the Gazette showing

the names of the amalgamating corporations, the name of the amalgamated company, and the

date and time of amalgamation.

Effect of amalgamation

(1) At the time that amalgamating corporations are

amalgamated as an amalgamated company under this Division,

(

a) the amalgamation of the amalgamating corporations and their

continuation as one company becomes effective and irrevocable,

(

b) the amalgamated company has, as its articles,

(

i) in an amalgamation to which

section 291 applies, the articles

of the amalgamating holding corporation,

(ii) in an amalgamation to which

section 292 applies, the articles

of the amalgamating subsidiary company the shares of which are not cancelled, or

(iii) in an amalgamation to which subparagraphs (

i) and (ii) of

this paragraph do not apply,

(

A) if articles are attached to the amalgamation agreement under

section 288 (a), those articles, or

(

B) if articles are not attached to the amalgamation agreement,

Table A,

(

c) the amalgamated company has, as its notice of articles,

(

i) in an amalgamation to which

section 291 applies, the notice of

articles of the amalgamating holding corporation,

(ii) in an amalgamation to which

section 292 applies, the notice

of articles of the amalgamating subsidiary company the shares of which are not cancelled,

(iii) in an amalgamation to which subparagraphs (

i) and (ii) of

this paragraph do not apply, the notice of amalgamation,

(

d) the amalgamated company becomes capable immediately of

exercising the functions of an incorporated company,

(

e) the shareholders of the amalgamated company have the powers

and the liability provided in this Act,

(

f) subject to

section 290, each shareholder of each amalgamating

corporation is bound by the amalgamation agreement, if any,

(

g) the property, rights and interests of each amalgamating

corporation continue to be the property, rights and interests of the amalgamated company,

(

h) the amalgamated company continues to be liable for the

obligations of each amalgamating corporation,

(

i) an existing cause of action, claim or liability to prosecution

is unaffected,

(

j) a legal proceeding being prosecuted or pending by or against

an amalgamating corporation may be prosecuted, or its prosecution may be continued, as the

case may be, by or against the amalgamated company, and

(

k) a conviction against, or a ruling, order or judgment in favour

of or against, an amalgamating corporation may be enforced by or against the amalgamated

company.

(2) An amalgamation does not constitute an assignment by operation

of law, a transfer or any other disposition of the property, rights and interests of an

amalgamating company to the amalgamated company.

(3) Whether or not the requirements precedent and incidental to

amalgamation have been complied with, either a certificate of amalgamation, whether as

originally issued by the registrar or as corrected under

section 414, or a notation in the

corporate register that corporations have been amalgamated as an amalgamated company is

conclusive evidence for the purposes of this Act and for all other purposes that the

corporations have been duly amalgamated under this Act as of the date and time shown in

the certificate of amalgamation or in the corporate register, as the case may be.

Division 4 – Amalgamation into a Foreign

Jurisdiction

Definitions

299 In this Division:

"amalgamate" includes any procedure that results

in or that creates an amalgamated foreign corporation, and "amalgamation" has

a corresponding meaning;

"amalgamated foreign corporation" means the

corporation that results from or is created by or remains after an amalgamation involving

a company, if the resultant corporation is, as a result of the amalgamation, subject to

the laws of a jurisdiction other than British Columbia to the same extent as if the

corporation were a foreign corporation and that other jurisdiction were the foreign

corporation's jurisdiction.

Amalgamations into foreign jurisdictions

(1) Subject to subsection (3), one or more companies

and one or more foreign corporations may amalgamate to form an amalgamated foreign

corporation if

(

a) the laws of each of the amalgamating foreign corporations'

jurisdictions allow the amalgamation,

(

b) each amalgamating foreign corporation obtains the approval to

the amalgamation required by its charter and otherwise complies with the laws of the

foreign corporation's jurisdiction,

(

c) each amalgamating company obtains approval to the amalgamation

as follows:

(

i) the shareholders resolve, by a special resolution, to approve

the amalgamation;

(ii) the shareholders holding shares of a class or series of

shares to which are attached rights or special rights or restrictions that would be

prejudiced or interfered with by the amalgamation, in a separate vote of those

shareholders, resolve by a special resolution to approve the amalgamation, and

(

d) each amalgamating company obtains authorization from the

registrar to enter into the amalgamation.

(2) Each share of a company carries the right to vote in respect

of a resolution referred to in subsection (1) (

c) whether or not that share otherwise

carries the right to vote.

(3) A company must not amalgamate with a foreign corporation to

form an amalgamated foreign corporation unless the laws of the foreign corporation's

jurisdiction provide that

(

a) the property, rights and interests of the amalgamating company

continues to be the property, rights and interests of the amalgamated foreign corporation,

(

b) the amalgamated foreign corporation continues to be liable for

the obligations of the amalgamating company,

(

c) an existing cause of action, claim or liability to prosecution

involving an amalgamating company is unaffected,

(

d) a legal proceeding being prosecuted or pending by or against

an amalgamating company may be prosecuted or its prosecution may be continued, as the case

may be, by or against the amalgamated foreign corporation, and

(

e) a conviction against, or a ruling, order or judgment in favour

of or against, an amalgamating company may be enforced by or against the amalgamated

foreign corporation.

(4) A company seeking authorization from the registrar to

amalgamate with a foreign corporation under this

section must submit to the registrar for

filing

(

a) an application for authorization in the prescribed form, and

(

b) an affidavit of one of its directors or senior officers that

complies with

section 296 (2) (

b) and that states whichever of the following is

applicable:

(

i) the company has entered into an amalgamation agreement with

the other amalgamating corporations that complies with sections 287 and 288;

(ii) the company proposes to amalgamate with one or more other

corporations in an amalgamation to which

section 291 or 292, as the case may be, would

apply were the amalgamation to result in an amalgamated corporation that is a company.

(5) Section 296 (3) and (4) applies to an amalgamation proposed

under this section.

(6) The registrar must authorize the company to amalgamate under

this

section if the registrar is satisfied that

(

a) the application is not prohibited by subsection (3),

(

b) each amalgamating company has complied with subsection (4),

(

c) each amalgamating company has filed with the registrar all of

the records that the company is required to file with the registrar under this Act, and

(

d) a copy of an entered court order, as referred to in

section

296 (3) (c) (iii) (

A) or (d), has not been filed with the registrar.

(7) A company that has, under this section, amalgamated with one

or more foreign corporations must promptly file with the registrar

(

a) a copy of any record issued to the amalgamated foreign

corporation by the foreign corporation's jurisdiction to effect or confirm the

amalgamation, and

(

b) any other information or records the registrar may require.

(8) If the records referred to in subsection (7) are submitted to

the registrar in respect of an amalgamation authorized by the registrar under subsection

(6), the registrar must file those records.

(9) The company ceases to be a company within the meaning of this

Act on the date recorded in the corporate register as being the date on which the company

was amalgamated with one or more foreign corporations under this section.

Dissent

301 A shareholder of an amalgamating company may give a

notice of dissent, under Division 2 of

Part 8, to the amalgamating company of which the

person is a shareholder in respect of a resolution under

section 300 (1) (

c) that is

proposed to approve an amalgamation under this Division.

Division 5 – Arrangements

Arrangement may be proposed

(1) A company may propose an arrangement with

shareholders, creditors or other persons and may, in that arrangement, make any proposal

it considers appropriate, including a proposal for one or more of the following:

(

a) an alteration to the memorandum, notice of articles or

articles of the company;

(

b) an alteration to any of the rights or special rights or

restrictions attached to any of the shares of the company;

(

c) an amalgamation of the company with one or more corporations;

(

d) a division of the business carried on by a company;

(

e) a transfer of all or any part of the property, rights and

interests of the company to another corporation in exchange for money, securities or other

property, rights and interests of the other corporation;

(

f) an exchange of securities of the company held by security

holders for property, rights or interests of the company or for property, rights or

interests of another corporation;

(

g) a dissolution without liquidation, or a liquidation and

dissolution, of the company;

(

h) a compromise between the company and its creditors or any

class of its creditors, or between the company and the persons holding its securities or

any class of those persons.

(2) Before an arrangement proposed under this

section takes

effect, the arrangement must be

(

a) adopted in accordance with

section 303, and

(

b) approved by the court under

section 305.

Adoption of arrangement

(1) Despite

section 282, an arrangement is adopted for

the purposes of

section 302 if,

(

a) in respect of an arrangement proposed with shareholders of the

company, the shareholders vote in favour of the arrangement by a special resolution,

(

b) in respect of an arrangement proposed with shareholders

holding shares of a class or series of shares of the company, those shareholders, in a

separate vote, vote in favour of the arrangement by a special resolution,

(

c) in respect of an arrangement proposed with creditors of the

company or a class of creditors of the company, a majority in number and 3/4 in value of

the creditors or class of creditors, as the case may be, present and voting, either in

person or by proxy, at a meeting convened in accordance with subsection (2) of this

section, vote in favour of the arrangement,

(

d) in respect of an arrangement proposed with any other persons,

those persons vote in favour of the arrangement in the manner and to the extent required

by the court, or

(

e) in respect of any arrangement, all of the persons who would be

entitled to vote under this

section in respect of the arrangement consent to the

arrangement in writing.

(2) Subject to subsection (3), if the court orders, under

section

305, that a meeting be held to adopt an arrangement,

(

a) the arrangement must not be submitted to the court for

approval until after it has been adopted at that meeting or has been consented to under

subsection (1) (

e) of this section, and

(

b) unless the court orders otherwise, the company must give

notice of the meeting as required by

section 304, and must conduct the meeting

(

i) at a date, time and place, in the manner and with notice to

the persons required by the articles, or

(ii) if and to the extent that the articles do not address any of

those matters, at a date, time and place, in the manner and with notice to the persons

that the directors consider appropriate.

(3) If a resolution adopting an arrangement is consented to under

subsection (1) (e),

(

a) any meeting that was required to be held under an order made

under

section 305 need not be held, and

(

b) the resolution is as valid as if it had been passed at the

required meeting.

Information as to arrangement

(1) If a meeting is convened to adopt an arrangement,

the company must, unless the court orders otherwise,

(

a) include with any notice of the meeting that is sent to a

person with whom an arrangement is proposed, a statement explaining, in sufficient detail

to permit the recipient to form a reasoned judgment concerning the matter, the effect of

the arrangement and stating any material interest of each director and officer, whether as

director, officer, shareholder, security holder or creditor of the company, or otherwise,

and

(

b) include in any notice of the meeting that is given by

advertisement,

(

i) the statement required by paragraph (a), or

(ii) a notification of the place at which and the manner in which

the persons who are entitled to attend the meeting may obtain copies of the statement

before the meeting.

(2) If the arrangement affects the rights of qualifying

debentureholders, the statement referred to in subsection (1) (

a) must, unless the court

orders otherwise or unless the trustee for the qualifying debentureholders is a savings

institution, include the like explanation with respect to the trustee for the qualifying

debentureholders as, under subsection (1) (a), must be given with respect to the directors

and officers.

(3) A company that has stated in a notice referred to in

subsection (1) (

b) that copies of the statement referred to in subsection (1) (

a) may be

obtained must, unless the court orders otherwise, send, promptly and without charge, a

copy of the statement to each person entitled to attend the meeting who requests a copy.

(4) Section 48 applies to a company that is obliged to provide a

copy of a statement under subsection (3) of this section.

Role of court in arrangements

(1) If an arrangement is proposed, the court may make

an order respecting that arrangement under subsection (2)

(

a) on its own motion,

(

b) on an application for approval of the arrangement, or

(

c) on an application of the company or of a person who is a

member of the class of persons with whom the arrangement is proposed.

(2) The court may make any order it considers appropriate under

subsection (1), including any of the following orders:

(

a) determining the notice to be given to any interested person or

dispensing with notice to any person;

(

b) requiring the company to do one of the following in the manner

and with the notice the court directs:

(

i) call and conduct a meeting or an additional meeting of the

persons the court considers appropriate;

(ii) hold a separate vote of the persons the court considers

appropriate;

(

c) permitting a shareholder to dissent under Division 2 of

Part

8, or in any other manner the court may direct, if an arrangement is adopted and is

approved by the court;

(

d) appointing a lawyer, at the expense of the company, to

represent the interests of some or all of the shareholders;

(

e) directing that an arrangement proposed with the creditors or a

class of creditors of the company be referred to the shareholders of the company in the

manner and for the approval the court considers appropriate.

(3) As part of any order made in respect of a company under

subsection (2) (c), the court

(

a) may direct the company to send, in the manner specified by the

order, a copy of the entered order to all or specified shareholders, and

(

b) must order that a shareholder to whom a copy of the entered

order is sent in accordance with paragraph (

a) of this subsection must not exercise the

dissent rights provided by the order unless those rights are exercised within a specified

number of days after the receipt by that shareholder of the copy of the entered order.

(4) Without limiting subsection (1) or (2) but despite any other

provision of this Act, on an application for approval of the arrangement, the court may

make the orders it considers appropriate, including,

(

a) if the arrangement has been adopted under

section 303 and, if

required, approved by the shareholders in accordance with an order made under subsection

(2) (

e) of this section, an order approving or refusing to approve the arrangement as

proposed by the company, and

(

b) if, under the arrangement, any part of the property, rights

and interests of the company is to be transferred to another company,

(

i) an order providing for the allotment or appropriation by the

transferee company of any shares, debentures or other like interests in that company that,

under the arrangement, are to be allotted or appropriated by that company to or for any

person,

(ii) an order providing for the continuation by or against the

transferee company of any legal proceedings pending by or against the transferor company,

(iii) an order providing for the dissolution of the transferor

company.

(5) If an order of the court made under this

section provides for

the transfer of property, rights or interests,

(

a) the property, rights or interests are deemed to be transferred

to and vested in the transferee when the applicable provisions of the order made in

respect of the arrangement come into effect under

section 306, and

(

b) any particular property, rights or interests that are, by the

arrangement, to be freed from any charge are freed from that charge if the order so

directs.

(6) The company must deposit in its records office a copy of each

entered order made under this

section promptly after the order is entered.

Effect of court orders

(1) Subject to sections 307 to 310, if an arrangement

is approved by a court order under

section 305, a provision in the arrangement that does

not affect any information contained in the corporate register takes effect,

(

a) if neither the date nor the time is specified by the order, on

the pronouncement of the order,

(

b) if a date but no time is specified, at the beginning of the

date specified, or

(

c) if both a date and time are specified, on the date and time

specified.

(2) Subject to sections 307 to 310, if an arrangement is approved

by a court order under

section 305, a provision in the arrangement that will, on taking

effect, render information contained in the corporate register incorrect or incomplete

takes effect,

(

a) if neither the date nor the time is specified by the order,

the date and time that a copy of the entered order is filed with the registrar,

(

b) if a date but no time is specified, on the later of

(

i) the date and time that a copy of the entered order is filed

with the registrar, and

(ii) the beginning of the date specified, or

(

c) if both a date and time are specified, on the later of

(

i) the date and time that a copy of the entered order is filed

with the registrar, and

(ii) the date and time specified.

Effect of court order if memorandum altered

(1) This

section applies if

(

a) an arrangement, in respect of a pre-existing company that has

not yet filed a notice of articles with the registrar, is approved by a court order under

section 305, and

(

b) a provision in the arrangement will, on taking effect,

(

i) alter the memorandum of that company, or

(ii) otherwise affect that company so that information contained

in its memorandum is incorrect or incomplete.

(2) In the circumstances referred to in subsection (1), the

company must, promptly after the pronouncement of the order,

(

a) file with the registrar a copy of the entered order, and

(

b) comply with

section 442.

(3) A provision referred to in subsection (1) (

b) takes effect,

(

a) if neither the date nor the time is specified by either the

order or in the notice of articles filed under subsection (2) (b), on the later of

(

i) the date and time that a copy of the entered order is filed

with the registrar, and

(ii) the date and time that a copy of the notice of articles is

filed with the registrar,

(

b) if a date but no time is specified by one or both of the order

and the notice of articles, on the last to occur of

(

i) the date and time at which the provision would have come into

force under paragraph (

a) of this subsection had no date and time been specified by the

order or notice of articles,

(ii) the beginning of the date specified by the order, and

(iii) the beginning of the date specified by the notice of

articles, or

(

c) if both a date and time are specified by one or both of the

order and the notice of articles, on the last to occur of

(

i) the date and time at which the provision would have come into

force under paragraph (

a) of this subsection had no date and time been specified by the

order or notice of articles,

(ii) the date and time at which the provision would have come into

force under paragraph (

b) of this subsection had a date but no time been specified by the

order or notice of articles,

(iii) the date and time specified by the order, and

(iv) the date and time specified by the notice of articles.

Effect of court order if notice of articles

altered

(1) If a provision in an arrangement approved by a

court order under

section 305 will, on taking effect, alter the company's notice of

articles or otherwise affect the company so that information contained in the notice of

articles is incorrect or incomplete, the company must, promptly after the pronouncement of

the order, file with the registrar

(

a) a copy of the entered order, and

(

b) a notice of alteration, in the prescribed form, describing the

alteration or correcting or completing the information.

(2) A provision referred to in subsection (1) takes effect,

(

a) if neither the date nor the time is specified by either the

order or the notice of alteration, on the later of

(

i) the date and time that a copy of the entered order is filed

with the registrar, and

(ii) the date and time that a copy of the notice of alteration is

filed with the registrar,

(

b) if a date but no time is specified by one or both of the order

and the notice of alteration, on the last to occur of

(

i) the date and time at which the provision would have come into

force under paragraph (

a) of this subsection had no date and time been specified by the

order or notice of alteration,

(ii) the beginning of the date specified by the order, and

(iii) the beginning of the date specified by the notice of

alteration, or

(

c) if both a date and time are specified by one or both of the

order and the notice of alteration, on the last to occur of

(

i) the date and time at which the provision would have come into

force under paragraph (

a) of this subsection had no date and time been specified by the

order or notice of alteration,

(ii) the date and time at which the provision would have come into

force under paragraph (

b) of this subsection had a date but no time been specified by the

order or notice of alteration,

(iii) the date and time specified by the order, and

(iv) the date and time specified by the notice of alteration.

Effect of court order if articles altered

(1) If a provision in an arrangement approved by a

court order under

section 305 will, on taking effect, alter the company's articles or

otherwise affect the company or its shares so that information contained in the articles

is incorrect or incomplete, the company must, promptly after the pronouncement of the

order, deposit a copy of the entered order in its records office.

(2) A provision referred to in subsection (1) takes effect,

(

a) if

section 308 (1) applies, on the later of

(

i) the date and time that the provision in the order takes effect

under

section 308 (2), and

(ii) the date and time that a copy of the entered order is

received at the company's records office, or

(

b) in any other case,

(

i) if neither the date nor the time is specified by the order,

the date and time that a copy of the entered order is received at the company's records

office,

(ii) if a date but no time is specified, on the later of

(

A) the date and time that a copy of the entered order is received

at the company's records office, and

(

B) the beginning of the date specified, or

(iii) if both a date and time are specified, on the later of

(

A) the date and time that a copy of the entered order is received

at the company's records office, and

(

B) the date and time specified.

Effect of court order if amalgamation results

(1) If a provision in an arrangement approved by a

court order under

section 305 will, on taking effect, result in an amalgamation of the

company with one or more corporations, the company must, promptly after the pronouncement

of the order, file with the registrar

(

a) a copy of the entered order, and

(

b) a notice of amalgamation in the prescribed form.

(2) A provision referred to in subsection (1) takes effect,

(

a) if neither the date nor the time is specified by either the

order or the notice of amalgamation, on the later of

(

i) the date and time that a copy of the entered order is filed

with the registrar, and

(ii) the date and time that a copy of the notice of amalgamation

is filed with the registrar,

(

b) if a date but no time is specified by one or both of the order

and the notice of amalgamation, on the last to occur of

(

i) the date and time at which the provision would have come into

force under paragraph (

a) of this subsection had no date and time been specified by the

order or notice of amalgamation,

(ii) the beginning of the date specified by the order, and

(iii) the beginning of the date specified by the notice of

amalgamation, or

(

c) if both a date and time are specified by one or both of the

order and the notice of amalgamation, on the last to occur of

(

i) the date and time at which the provision would have come into

force under paragraph (

a) of this subsection had no date and time been specified by the

order or notice of amalgamation,

(ii) the date and time at which the provision would have come into

force under paragraph (

b) of this subsection had a date but no time been specified by the

order or notice of amalgamation,

(iii) the date and time specified by the order, and

(iv) the date and time specified by the notice of amalgamation.

(3) Sections 297 (2) and 298 (1) (

a) and (

d) to (k), (2) and (3)

apply to an amalgamation effected under this Division and the amalgamated company has as

its articles and notice of articles the articles and notice of articles ordered by the

court.

Binding effect of arrangements

(1) Subject to

section 312 (2), on and from the date on

which a provision of an arrangement takes effect under

section 306, 307, 308, 309 or 310,

as the case may be, the provision is binding on the company and on the persons with whom

the arrangement was proposed.

(2) Nothing in this

section affects the rights of a company and a

dissenter under Division 2 of

Part 8.

(3) Part 10 applies to a liquidation and dissolution effected

under this Division as if the order approving the arrangement were an order made under

that Part.

Withdrawing from arrangements

(1) Whether or not a court order made under

section 305

establishes one or more dates on which provisions of the order are to take effect, the

directors of the company in respect of which the order was made may resolve not to proceed

with the arrangement that is the subject matter of the order.

(2) Neither the company nor the shareholders, security holders or

creditors with whom the arrangement was proposed are bound by the provisions of the

arrangement if, before any of the provisions of the order made in respect of that

arrangement under

section 305 come into effect under

section 306, 307, 308, 309 or 310, as

the case may be,

(

a) the directors pass a resolution under subsection (1) of this

section resolving not to proceed with the arrangement, and

(

b) in the case of an order referred to in

section 306 (2), 307,

308 or 310, a notice of withdrawal from arrangement in the prescribed form is filed with

the registrar before the order takes effect.

(3) Promptly after complying with subsection (2), the directors

must send notice to the shareholders, security holders or creditors with whom the

arrangement was proposed that the company has withdrawn from the arrangement.

Division 6 – Compulsory Acquisitions

Acquisition procedures

(1) For the purposes of this section:

"acquiring company" means a company that, under a

scheme or contract, makes an acquisition offer;

"acquisition offer" means an offer made by an

acquiring company to acquire all of the shares, or all of the shares of any class of

shares of another company;

"subject company" means the company, the shares

or class of shares of which are the subject of an acquisition offer.

(2) For the purposes of this section,

(

a) every acquisition offer for shares of more than one class of

shares is deemed to be a separate offer for shares of each class of shares, and

(

b) each acquisition offer is accepted if, within 4 months after

the making of the offer, the offer is accepted as to the shares, or as to the class of

shares involved, by shareholders holding not less than 9/10 of those shares, or of the

shares of that class of shares, other than shares already held at the date of the offer

by, or by a nominee for, the acquiring company or its affiliate.

(3) If an acquisition offer is accepted within the meaning of

subsection (2) (b), the acquiring company may, within 5 months after making the offer,

give written notice to any shareholder of the subject company who holds shares or shares

of the class of shares involved in the offer and who did not accept the offer, that the

acquiring company desires to acquire that shareholder's shares.

(4) If a notice is given to a shareholder under subsection (3),

the acquiring company is entitled and bound to acquire all of the shares of that

shareholder that are involved in the acquisition offer for the price and on the terms in

the offer unless the court orders otherwise on an application made by that shareholder

within 2 months after the date of the notice.

(5) On an application by a shareholder under subsection (4), the

court may

(

a) set the price and terms of payment, and

(

b) make consequential orders and give directions the court

considers appropriate.

(6) If a notice has been given by an acquiring company under

subsection (3) and the court has not ordered otherwise under subsection (4), the acquiring

company must, on the expiration of 2 months after the date of the notice, or, if an

application to the court by the shareholder to whom the notice was given is then pending,

at any time after that application has been disposed of, send a copy of the notice to the

subject company and pay or transfer to the subject company the amount or other

consideration representing the price payable by the acquiring company for the shares that

by this

section the acquiring company is entitled to acquire, and, on receiving the copy

of the notice and that amount or other consideration, the subject company must register

the acquiring company as a shareholder with respect to those shares.

(7) Any sum received by the subject company under this

section

must be paid into a separate bank account and, together with any other consideration so

received, must be held by the subject company, or by a trustee approved by the court, in

trust for the persons entitled to that sum.

(8) A person, other than a company, must not deliver a notice or

form that contains a statement or makes a representation to any shareholder of a company

to the effect that the person proposes to rely on any enactment to acquire the

shareholder's shares of the company, or that the person can compel the shareholder to

transfer the shareholder's shares of the company to the person.

(9) Each acquiring company must, within one month after becoming

entitled to give the notice referred to in subsection (3), if the acquiring company has

not given that notice, give a written notice to each shareholder referred to in subsection

(3) that the shareholder, within 3 months after receipt of the notice, may require the

acquiring company to acquire the shares of that shareholder that are involved in the

acquisition offer.

(10) If a shareholder of a subject company requires the acquiring

company to acquire the shareholder's shares in accordance with subsection (9), the

acquiring company must acquire those shares for the price and on the terms in the

acquisition offer.

Division 7 – Sale of Undertaking

Power to sell undertaking

(1) A company may sell, lease or otherwise dispose of

all or substantially all of its undertaking

(

a) in the ordinary course of its business, or

(

b) if it has been authorized to do so by a special resolution.

(2) If the sale, lease or other disposition of all or

substantially all of a company's undertaking is not done in accordance with subsection

(1), the court, subject to subsection (3), on application by any shareholder, director or

creditor of the company, may do one or more of the following:

(

a) enjoin the proposed sale, lease or other disposition;

(

b) set aside the sale, lease or other disposition;

(

c) make any further order the court considers appropriate.

(3) A sale, lease or other disposition of all or substantially all

of the undertaking of a company is valid, whether or not the sale or other disposition

meets the requirements of subsection (1), if the sale, lease or other disposition is

(

a) for valuable consideration to a person who is dealing with the

company in good faith, or

(

b) ratified by a special resolution.

(4) Despite the passage of a special resolution under subsection

(1) (

b) to authorize a sale, lease or other disposition of all or substantially all of the

undertaking of a company, the directors may abandon the sale, lease or other disposition

without further action by the shareholders.

(5) Any shareholder of the company may give notice of dissent,

under Division 2 of

Part 8, to the company in respect of a special resolution under

subsection (1) (

b) or (3) (

b) of this

section that is proposed to authorize or ratify the

sale, lease or other disposition of all or substantially all of the company's undertaking.

(6) This

section does not apply to a disposition of all or

substantially all of the undertaking of the company

(

a) by mortgage,

(

b) by security interest as defined in the Personal

Property Security Act , or

(

c) to a wholly owned subsidiary of the company.

Division 8 – Transfer of Incorporation

Transfer of incorporation to British Columbia

(1) If a foreign corporation seeks to be continued into

British Columbia as a company, whether or not the foreign corporation is registered as an

extraprovincial company,

(

a) the foreign corporation must complete and submit for filing

with the registrar a continuation application,

(

b) the foreign corporation must set out, in its continuation

application,

(

i) the name reserved for it under

section 23, or

(ii) if a name has not been reserved, a statement that the name by

which it is to be recognized is the name created by adding "B.C. Ltd." after the

incorporation number for the company,

(

c) the foreign corporation must obtain any authorization for the

continuation that it is required by the foreign corporation's jurisdiction to obtain, and

must submit that authorization to the registrar for filing, and

(

d) the directors of the foreign corporation, or those of the

directors who are authorized by a resolution of the directors to do so, must sign articles

that

(

i) set out the name for the continued company,

(ii) otherwise comply with

section 14 (1), (2) and (3) (b), and

(iii) will bind the foreign corporation once it is continued into

British Columbia as a company.

(2) A continuation application under subsection (1) (

a) must

(

a) be in the prescribed form,

(

b) include a continuation record that is in the prescribed form

and contains the prescribed information, and

(

c) contain any other prescribed material.

(3) The foreign corporation must make the amendments to its

charter that are necessary to make the articles referred to in subsection (1) (

d) conform

to the laws of British Columbia.

(4) Nothing in this

section prevents a foreign corporation from

including in its continuation application or in the articles referred to in subsection (1)

(

d) provisions that differ from the provisions that were contained in the charter of the

foreign corporation before the foreign corporation was continued into British Columbia as

a company.

Continuation

(1) A foreign corporation is continued into British

Columbia as a company,

(

a) if neither the date nor the time is specified by the

continuation application, on the date and time that the continuation application is filed

with the registrar,

(

b) if a date but no time is specified, on the later of

(

i) the date and time that the continuation application is filed

with the registrar, and

(ii) the beginning of the date specified, or

(

c) if both a date and time are specified, on the later of

(

i) the date and time that the continuation application is filed

with the registrar, and

(ii) the date and time specified.

(2) After a foreign corporation is continued into British Columbia

as a company, the registrar must

(

a) prepare a certificate of continuation showing the name of the

continued company and the date and time at which it was continued into British Columbia as

a company,

(

b) provide to the company

(

i) the certificate of continuation, and

(ii) a certified copy of the filed continuation application, and

(

c) publish a notice of the continuation in the Gazette.

Effect of continuation

(1) At the time that a foreign corporation is continued

into British Columbia as a company under this Division,

(

a) this Act applies to the continued company to the same extent

as if the company had been incorporated under this Act,

(

b) the completed continuation record referred to in

section 315

(2) (

b) is deemed to be the notice of articles for the company,

(

c) the property, rights and interests of the foreign corporation

continues to be the property, rights and interests of the company,

(

d) the company continues to be liable for the obligations of the

foreign corporation,

(

e) an existing cause of action, claim or liability to prosecution

is unaffected,

(

f) a legal proceeding being prosecuted or pending by or against

the foreign corporation may be prosecuted or its prosecution may be continued, as the case

may be, by or against the company, and

(

g) a conviction against, or a ruling, order or judgment in favour

of or against, the foreign corporation may be enforced by or against the company.

(2) Whether or not the requirements precedent and incidental to

continuation have been complied with, either a certificate of continuation, whether as

originally issued by the registrar or as corrected under

section 414, or a notation in the

corporate register that a foreign corporation has been continued into British Columbia as

a company is conclusive evidence for the purposes of this Act and for all other purposes

that the foreign corporation has been duly continued into British Columbia as a company

under this Act as of the date and time shown in the certificate of continuation or in the

corporate register, as the case may be.

Rights preserved

(1) In this section, "share" includes

an option, warrant, fractional share or evidence of an interest in or a right to acquire

an interest in a foreign corporation being continued into British Columbia as a company.

(2) Subject to

section 109 (1), if a foreign corporation continued

into British Columbia as a company under this Division issued a share before the foreign

corporation was so continued, the share is deemed to have been issued in compliance with

this Act and with the provisions of the articles applicable to the continued company under

section 319

(

a) whether or not the share is fully paid, and

(

b) despite any special rights or restrictions set out on or

referred to in the certificate representing the share.

(3) Continuation of a foreign corporation into British Columbia as

a company under this Division does not deprive a person holding an issued share of the

foreign corporation of any right or special rights or restrictions that that person claims

under, or relieve the person from any liability in respect of, that share.

(4) Despite

section 56 (5), if a foreign corporation that has been

continued into British Columbia as a company under this Division had, before it was so

continued, issued in registered form a share certificate that is convertible to bearer

form, the company may, if a person holding that share certificate exercises the conversion

privilege attached to that share, issue a share certificate in bearer form for the same

number of shares to the person.

Articles for a continued company

319 When a foreign corporation is continued into British

Columbia as a company, the continued company has, as its articles,

(

a) if one or more of the directors of the company have signed

articles, those articles, or

(

b) in any other case, Table A.

Transfer of incorporation from British Columbia

(1) Subject to

section 321, a company may, if it is

authorized by the shareholders and by the registrar in accordance with this section, make

an application to the appropriate official or public body of another jurisdiction

requesting that the company be continued in that other jurisdiction as if the company had

been incorporated under the laws of that other jurisdiction.

(2) A shareholder of a company referred to in subsection (1) may

give a notice of dissent, under Division 2 of

Part 8, to the company in respect of a

resolution that is proposed to authorize the continuation of the company into a

jurisdiction other than British Columbia.

(3) A company is authorized by the shareholders to apply for

continuation into a jurisdiction other than British Columbia when

(

a) the shareholders authorize the continuation by a special

resolution, and

(

b) those shareholders who hold shares of a class or series of

shares to which are attached rights or special rights that would be prejudiced or

interfered with by the continuation, in a separate vote of those shareholders, vote in

favour of the continuation by a special resolution.

(4) A company seeking, under subsection (1), to be continued into

a foreign jurisdiction must, before applying to that foreign jurisdiction for continuation

into that jurisdiction, submit to the registrar an application for authorization in the

prescribed form and obtain an authorization under subsection (5) from the registrar.

(5) The registrar must authorize the company to continue into the

foreign jurisdiction if the registrar is satisfied that

(

a) the company is not prohibited by

section 321 from applying to

be continued into the foreign jurisdiction, and

(

b) the company has filed with the registrar all of the records

that the company is required to file with the registrar under this Act.

(6) The authorization provided by the registrar under subsection

(5) expires 6 months after the date on which that authorization was given unless,

within that 6 month period, the company is continued into the other jurisdiction.

(7) At any time before a company is continued into another

jurisdiction, the company may abandon an application under this

section if authorized to

do so by a directors' resolution or an ordinary resolution.

(8) Promptly after the date on which a company is continued into

another jurisdiction, it must file with the registrar a copy of the instrument of

continuation issued to it by the other jurisdiction.

When continuation out of British Columbia

prohibited

321 A company must not apply, under

section 320 (1), to be

continued into another jurisdiction unless the laws of that other jurisdiction provide in

effect that, after continuation,

(

a) the property, rights and interests of the company continue to

be the property, rights and interests of the continued corporation,

(

b) the continued corporation continues to be liable for the

obligations of the company,

(

c) an existing cause of action, claim or liability to prosecution

is unaffected,

(

d) a legal proceeding being prosecuted or pending by or against

the company may be prosecuted or its prosecution may be continued, as the case may be, by

or against the continued corporation, and

(

e) a conviction against, or a ruling, order or judgment in favour

of or against, the company may be enforced by or against the continued corporation.

Record of continuation

(1) Promptly after an instrument of continuation is

filed under

section 320 (8), the registrar must publish in the Gazette

(

a) a notice that the company in respect of which the instrument

was received has been continued into that other jurisdiction, and

(

b) the date on which the continuation took place.

(2) The company ceases to be a company within the meaning of this

Act on the date recorded in the corporate register as being the date on which the company

was continued into the other jurisdiction.

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