Bill 77 — Second Session, 16Th Legislature, 18 Elizabeth Ii the Legislative Assembly of Alberta Bill 77 ~Provincial Secretary (Legislature 16, Session 2)

L16 S2 4644

Alberta — Bills

1969 Bill 77 Second Session, 16th Legislature, 18 Elizabeth II THE LEGISLATIVE ASSEMBLY OF ALBERTA BILL 77 ~PROVINCIAL SECRETARY First Reading Second Reading Third Reading ... .. . .... Printed by L. S. Wall, Queen's Printer, Edmonton

BILL 77 1969

An Act to amend The Companies Act (Assented to , 1969) HER MAJESTY, by and with the advice and consent of the Legislative Assembly of the Province of Alberta, enacts as follows: 1. The Companies Act is hereby amended.

Section 78 is amended (

a) by striking out subsection (3) and by substituting the following:

(3) If any class of shares has attached thereto preferred rights as to dividend, the memorandum of association may provide that the shares of that class may from time to time be issued in one or more series and that the directors may by resolution from time to time before issuance, fix the desig nation, rights, restrictions, conditions and limita tions attaching to the shares of each series of such class. (

b) by striking out subsection (5) and by substituting the following:

(5) No shares of any series of such class shall be issued unless and until a certified copy of the resolution of the directors referred to in subsection (3) has been filed with the Registrar, except in the case of the first series if such designation, rights, restrictions, conditions and limitations have been set forth in the memorandum of association or altered memorandum of association.

Section 88a, subsection (1), clause (

e) is amended by adding the word "or" at the end of subclause (ii) and by adding the following subclause: (iii) any person or company who exercises control or direction over the equity shares of a company carry ing more than 10 per cent of the voting rights attached to all equity shares of the company for the time being outstanding;

Explanatory Notes I. This Bill amends

chapter 53 of .the Revised Statutes. 2.

Section 78 (3) and (5) presently read:

(3) If any class of shares has attached thereto preferred rights as to dividend, the shares of that class may from time to time be issued inane or more series and the directors may, from time to time before issuance, fix the designation, rights, restrictions, conditions and limi tations attachmg to the shares of each series of such class.

(5) No shares of any series of such ·class shall be issued unless and untH a .special resolution authorizing the same has been passed set ting forth the de,signation, rights, restrkUons, conditions and limi tations attaching to the shares ,of such series except in the case of the first series if such designation, rights, restrictions, conditions and limitations have been set forth in the memorandum of association or altered memorandum of association.

Section 88a (1) (

e) presently reads: 88a.

(1) In this Division, (e) "insider" or "insider of a company" means (

i) any director or senio·r officer of a public company that has 15 or more shareholders, two or more persons who are the joint registered owners or one or more shares being counted as one shareholder, or (

U) any person who beneficially owns, directly ,or indirectly, equity .shares of such a .company carrying more than 10 per cent o·f the voting rights attached to all equity shares of the company for the time being outstanding, pr·ovided that in computing the percentage of voting rights attached to equity shares owned by an underwriter there shall be ex cluded any equity shares that have been acquired by him as underwriter in the course of distribution to the public of such shares, but such exclusion ceases to have effect on completion ,or cessation of the distribution to the public by him; Subclause (ii) of the definition refers only to the beneficial owner of equity shares of the company.

The new subclause (iii) will extend the definition of "insider" to include a person who is not the beneficial owner but exercises control and direc.tion over equity shares carrying more than 10 per cent of the voting rights attached to all equity shares of the company for the time being outstanding. The change in the definition necessitates amendment to

section 88b so as to include reference to persons who exercise control or direction over equity shares.

Section 88b is amended (

a) by adding the following subsection after subsection (1) : (la) A person or company that is an insider of a company under

section 88a, subsection (1), clause (e), subclause (iii) shall, within 10 days after the end of the month in which this subsection comes into force, file with the Commission a report, as of such day, of the direction or control he exercises over the capital securities of the company. (

b) by striking out subsections (2), (3) and (4) and by substituting the following:

(2) A person or company that becomes an insider of a company shall, within 10 days after the end of the month in which he becomes an insider, file with the Commission a report as of the day on which he became an insider, of his direct or indirect beneficial ownership of or control or direction over capital securities of the company.

(3) If a person or company that is an insider of a company, but has no direct or indirect beneficial ownership of or control or direction over capital securities of the company, acquires direct or in direct beneficial ownership of or control or direc tion over any such securities, he shall, within 10 days after the end of the month in which he acquired such direct or indirect beneficial ownership or such control or direction, file with the Commis sion a report, as of the date of such acquisition, of his direct or indirect beneficial ownership of or control or direction over capital securities of the company.

(4) A person or company who has filed or is re quired to file a report under subsection (1), (la), (2) or ( 3 ) and whose direct or indirect beneficial ownership of or control or direction over capital securities of the company changes from that shown or required to be shown in such report or in the last report filed by him under this subsection shall, within 10 days following the end of the month in which such change takes place, provided that he was an insider of the company at any time during such month, file with the Commission a report of his direct or indirect beneficial ownership of or his control or direction over capital securities of the company at the end of such month and the change or changes therein that occurred durinO' the month giving such details of each transactio; as may be required by the regulations.

Section 88b presently reads: 88b.

(1) A person who is an insider of a company on July 1, 1967 shall, on or before August 10, 1967, file with the Oommission a report, as of July 1, 1967, of his direct or indirect beneficial ownership of capital securities of the company.

(2) A person who., after July 1, 1967, becomes an insider of a company shall, within 10 days after the end of the month in which he becomes an insider, file with the Commission a report, as lof the day on which he became an insider, of his direct or indirect beneficial ownership of capital securities of the company.

(3) If a person who is an insider of a company, but has no direct Dr indirect benefi.cial ,ownership in capital securities of the company, acquires direct or indirect beneficial Q.wnership ,of any such securities, h'3 shall, within 10 days after the end of the month in which he acquired such direct or indirect beneficial ,ownership, file with the Commission a report, as of the date of such acquisition, of his direct or indirect beneficial ownership of capita,l securities of the company.

(4) A person who. has filed or is required to file a report under sub section (1), (2) or (3) and whose direct or indirect beneficial ownership of capital securities of the company changes from that shown or required to. be shown in such report or in the last report filed by him under this subsection shall, within 10 days fDl1o,wing the f-nd Df the month in which such change takes place, if he was an insider of the company at any time during such month, file with the Commission a report of his direct or indirect benefici3Jl ownership of capital securities of the company at the end of such 11l0nth and the change (II' changes therein that occurred during the month and giving such details of each transaction as may bp required by the regulations made under

section 88g. See note to

section 3 of this Bill.

Section 121 is amended by striking out subsections (5), (6) and (7) and by substituting the following:

(5) A company may determine by resolution of the directors (

a) that books of account and accounting records re quired to be kept pursuant to this

section be kept at a place other than the registered office of the company, and (

b) the place where the books of account or accounting records shall be kept.

(6) A copy of the resolution of the directors under sub section (5) shall be filed with the Registrar within 15 days of its date.

Section 128g is amended by striking out the words "for or". 7. The word "extra-provincial" in (

a) section 19, subsection (1), clause (t), (

b) section 124c, subsection (3), clause 2, (

c) section 130, subsection (3), (

d) section 7, clauses (

a) and (

b) of the Third

Schedule is struck out and the word "foreign" is substituted. 8. This Act comes into force on the day upon which it is assented to and upon so coming into force

section 7 shall be deemed to have been in force at all times on and after May 2, 1968. 3

Section 121 (5), (6) and (7) presently read:

(5) Where a company (

a) shows, to the satisfaction of the Registrar, the necessity of keeping any of the books of account and accounting records mentioned in subsection (1) at a place other than the registered office of the company, and (Ib) gives to the Registrar adequate assurance that such books of account and accounting records will be open for inspection (

i) at the registered office or seme other place in Alberta designated by the Registrar, and (ii) ,by any persen whO' is entitled to' inspect them and who has applied to the Registrar fer such an inspectien, the Registrar may, by erder and upen such terms as he thinks fit permit the company to keep such ef them at such place or places, other than the registered effice, as he thinks fit.

(6) The Registrar may by order upen such terms as he thinks fit rescind any erder made under subse,ctien (5).

(7) The Registrar shall cause notice of the issue of every erder made by him under this

section to' be given ferthwith in the Gazette.

Section 128g presently reads: 128g. If the aggregate number of shares represented at a meeting by p,l1Oxies required to be veted for er against a particular matter er greup ef matters carries, to' the knewledge ef the chairman of the meeting, less than 5 per cent ef the veting rights attached to' the shares entitled to vete and represented at the meeting, the chairman ef the meeting has the right net to' conduct a vote by way ef ballet en any such matter ,o.r greup of matters unless a pell is demanded at the meeting. To eliminate an uncertainty. 7. Amendments Ito correct an error in 1968 amendment to The Companies Act. 3 Title: 1969 (16th, 2nd) Bill 77,

An Act to amend The Companies Act

Document details

Collection	Alberta — Bills
Citation	L16 S2 4644
Type	bill
Volume / chapter	L16 S2 4644
Language	en
Format	json
Source	PROVINCIAL
Identifier	c092eb855d88dfa788e9fa181de7c7eede30a275

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