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CHAPTER 62

An Act to amend An Act to confer Certain Powers upon the Lieutenant Governor in Council.

[Assented to February 4, 1920.]

IS Majesty, by and with the advice and consent of the
Legislative Assembly of Saskatchewan, enacts as

follows:

amended

1. Section 4 of An Act to confer Certain Powers upon the 1914, c. 2. Lieutenant Governor in Council, being chapter 2 of the statutes of 1914, as amended by section 42 of chapter 43 of the statutes of 1915, is repealed and the following substituted therefor:

"4. This Act shall remain in force until the first day February, 1921."

CHAPTER 63

An Act to regulate the Sale of Shares, Bonds or
Other Securities of Companies.

H1

[Assented to February 4, 1920.]

IS Majesty, by and with the advice and consent of the
Legislative Assembly of Saskatchewan, enacts as

follows:

title

1. This Act may be cited as "The Sale of Shares Act, Short 1920." 1916, c. 15, s. 1.

2. In this Act, unless the context otherwise requires, the Interpretation expression:

1. "The board" means the local government board; "The board" 2. "Company" means a company, syndicate or association "Company" of persons, incorporated or unincorporated. 1916, c. 15, s. 2.

3. This Act shall not apply to the sale of any stocks, Securities bonds, debentures or other securities:

(a) of Canada or of any province thereof, or guaran-
teed thereby respectively;

(b) of the United Kingdom or of the United States
of America or guaranteed thereby respectively;

(c) of any other foreign country;
(d) of any municipal corporation, school district,
local improvement district or drainage district
in any province or territory of Canada;
(e) issued under The Rural Telephone Act;
(f) authorised by the board to be sold or listed
on any stock exchange which has been approved
for the purpose of this section by the board; or
(g) not included among those above enumerated,
but in which trustees are authorised to invest
trust funds under the provisions of The Trustee
Act;

nor shall it apply to the sale of shares in any company
incorporated under section 22 of The Companies Act,
chapter 14 of the statutes of 1915, or to the sale of shares
of a fraternal or benevolent society where the sale is
restricted to members of the society. 1916, c. 15, s. 3;
1917 (sess. 2), c. 62, s. 2: amended.

excepted

Sale of shares of unlicensed

company forbidden

Advertising shares prohibited

Documents

to be filed with board

4. No person shall sell or offer or attempt to sell in Saskatchewan any shares, stocks, bonds or other securities of a company, other than the securities herein before excepted, without first obtaining from the board a certificate, and in the case of an agent a license, as hereinafter provided. 1916, c. 15, s. 4.

5. No person shall print, publish, issue or distribute any advertisement, prospectus, circular, letter or other document containing an offer to sell or request to purchase any of such shares, stocks, bonds or other securities unless the company whose shares, stocks, bonds or other securities are offered for sale shall first have obtained from the board the required certificate. 1916, c. 15, s. 5.

6.--(1) Every company whose shares, stocks, bonds or other securities it is desired to sell or offer for sale, or the person desiring to sell the same, shall file with the board. together with a filing fee of ten dollars, the following documents;

1. A statement showing in full detail the plan upon which the company proposes to do business, and specifying the branches of business included in the objects of incorporation, where it is an incorporated company, or in the purposes of the copartnership or unincorporated association. as the case may be, which it intends to carry on;

2. A copy of all contracts, bonds or other instruments which it proposes to make with or sell to its contributors;

J.. 1

3. A statement showing the location of the head office of the company, an itemised account of its actual financial condition and the amount of its property and liabilities, and such other information touching its affairs as the board may require;

4. In case of a copartnership or unincorporated association, a copy of its articles of copartnership or association, and all other papers pertaining to its organisation.

(2) The company or such person shall also file with the board:

b(a) where the company has not been organised under too 14 the laws of Canada or of any province thereof, a copy of the laws of the state, country, territory

or government under which it exists or is incor

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(b) in addition thereto, a copy of its charter, memoBrandum of agreement or association, articles of ai ish incorporation or association, or constitution and bylaws, and all amendments thereto. 1916, c. 15, s. 6; 1917 (sess. 2), c. 62, ss. 3 and 4.

documents

7. All of the above described papers shall be verified by Verification the oath of a member of a copartnership or unincorporated association, or by the oath of a duly authorised officer, if it be an incorporated company or association. Such of them as are of record in a public office shall be further certified by the officer of whose records they form a part, as being correct copies of such records. 1916, c. 15, s. 7.

examine

8. The board shall examine the statements and documents Board shall filed, and if deemed advisable, shall make a detailed examin- documents ation of the company's affairs, at the expense of the company or of the person desiring to sell the said shares, stocks, bonds or other securities, as hereinafter provided. 1916, c. 15, s. 8.

certificate

9.(1) If the board finds that the company is solvent, Issue of that its memorandum of agreement or association, articles of incorporation or association, or constitution and bylaws, its proposed plan of business and proposed contracts provide a fair, just and equitable plan for the transaction of business, and appear to indicate the probability of a fair return on the shares, stocks, bonds or other securities by it or by such person proposed to be offered for sale, the board shall issue to the company or person applying a certificate reciting that the company has complied with the provisions of this Act, that detailed information in regard to the company and its securities is on file in the board's office for public inspection and information, and that the company is permitted to sell its shares, stocks, bonds or other securities, or a limited and defined amount thereof in the province; and such certificate shall also recite in bold type that the board in no wise recommends the securities to be offered for sale by such company.

(2) The fee to be paid the board upon the issue of such certificate, or for its renewal in case the certificate for any reason lapses, shall be five dollars. 1917 (sess. 2), c. 62, s. 5, amended.

certificate

10. If the board finds otherwise than as mentioned in Refusal of the preceding section, it shall refuse the certificate and so notify the company or person applying. Such refusal shall not debar the company or such person from renewing the application at any subsequent period. 1917 (sess. 2), c. 62, s. 6.

in respect

11. The board may grant a certificate under this Act in Certificate respect of any class or classes of stocks, bonds, shares or of one or securities of a company, and exclude others therefrom. of stocks 1916, c. 15, s. 12.

more classes

12. A company shall not, nor shall any person, either as Stocks not principal or agent, transact business in form or character before docu

to be sold

ments filed

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