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DIVISION XV.-COMPANIES AND

ASSOCIATIONS

CHAPTER 156.

An Act respecting Companies.

HIS MAJESTY, by and with the advice and consent of the Legislative Assembly of the Province of Alberta, enacts as follows:

Short Title.

1. This Act may be cited as "The Companies Act."

Interpretation.

Short title

[1901, c. 20, s. 1.]

2. In this Act and in the schedules thereto and in any Interpretation rules made hereunder, unless the context otherwise requires,

(a) "Company" shall mean a company incorporated Company
under this Act;

(b) "Court" shall mean the Supreme Court of the Court
Province of Alberta and shall include a judge
thereof;

(c) "Judge" shall mean a judge of the said Court;

Judge

(d) "Prospectus" shall mean any prospectus, notice, Prospectus
circular, advertisement or other invitation offering
to the public for subscription or purchase any
shares, stock or debentures of a company;

(e) "Registrar" shall mean the Registrar of Joint Registrar
Stock Companies; and shall include the Provincial
Secretary, if he has not appointed any other person
as Registrar, the Deputy or Acting Deputy Pro-
vincial Secretary, and any person appointed by the
Provincial Secretary as Registrar of Joint Stock
Companies and his Deputy and any one acting
for him;

(f) "Prescribed" shall mean prescribed by the Regis- Prescribed
trar of Companies.
[1901, c. 20, s. 3.]

Administration of Act.

of Act

3. This Act shall be administered by the Provincial Administration Secretary. [1901, c. 20, s. 2.]

Necessity of Registration.

company, etc.,

4. No company, association or partnership consisting of Prohibition of more than twenty persons shall hereafter be formed exceeding

certain number

for the purpose of carrying on any business to which the
authority of the Legislature of Alberta extends that has
for its object the acquisition of gain by the company,
association or partnership or by the individual members
thereof unless it is registered as a company under this
Act or is formed in pursuance of some other Act of the
Legislature.
[1901, c. 20, s. 4.]

PART I.

Constitution, Incorporation and Registration.

Incorporation

Mode of limiting liability

Memorandum

of association

limited by

Memorandum of Association.

5. Any three or more persons associated for any lawful purpose to which the authority of the Legislature extends, except for the purpose of the construction or operation of railways or of telegraph lines or the business of insurance, or the business ordinarily done by trust companies, may by subscribing their names to a memorandum of association and otherwise complying with the requirements of this Act in respect of registration, form an incorporated company with or without limited liability.

[1911-12, c. 4, s. 5(1); 1916, c. 3, s. 33; 1918, c. 4, s. 30.]

6. The liability of the members of a company formed under this Act may according to the memorandum of association be limited either to the amount (if any) unpaid on the shares respectively held by them or to such amount as the members may respectively undertake by the memorandum of association to contribute to the assets of the company in the event of its being wound up.

[1901, c. 20, s. 6.]

7. Where a company is formed on the principle of of a company having the liability of its members limited to the amount unpaid on their shares (hereinafter referred to as a "company limited by shares") the memorandum of association shall contain the following things, that is to say:

shares

(a) The name of the proposed company with "Limited” as the last word in its name;.

(b) The objects for which the proposed company is to be established;

(c) The time of the existence of the proposed company if it is intended to secure incorporation for a fixed period;

(d) A declaration that the liability of the members is limited;

(e) The amount of capital with which the company
proposes to be registered divided into shares of a
certain fixed amount-

subject to the following regulations:

(a) That no subscriber shall take less than one share;
(b) That each subscriber of the memorandum of
association shall write opposite to his name the
number of shares he takes;

(c) That each subscriber of the memorandum of
association shall be the bona fide holder in his own
right of the share or shares for which he has sub-
scribed in the memorandum of association.
[1901, c. 20, s. 7.]

of association

limited by

8. Where a company is formed on the principle of Memorandum having the liability of its members limited to such amount of a company as the members respectively undertake to contribute to guarantee the assets of the company in the event of the same being wound up (hereinafter referred to as a "company limited by guarantee") the memorandum of association shall contain the following things, that is to say:

(a) The name of the proposed company with "Limited
by Guarantee" as the last words in the name;
(b) The objects for which the proposed company is
to be established;

(c) A declaration that each member undertakes to
contribute to the assets of the company in the
event of the same being wound up during the time
that he is a member or within one year afterwards
for payment of the debts and liabilities of the
company contracted before the time at which he
ceases to be a member and of the costs, charges
and expenses of winding up the company and for
the adjustment of the rights of the contributories
amongst themselves such amount as may be
required not exceeding a specified amount.

[1901, c. 20, s. 8.]

of association

9. Where a company is formed on the principle of having Memorandum no limit placed on the liability of its members (hereinafter of an unlimited referred to as an "unlimited company") the memorandum of company association shall contain the following things, that is to say:

(a) The name of the proposed company;

(b) The objects for which the proposed company is
to be established.

[1901, c. 20, s. 9.]

effect of

10. The memorandum of association shall be signed Signature and by each subscriber in the presence of and be attested by one memorandum witness at the least; and it shall when registered bind the

of association

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