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bank notes; and all the powers in the said memorandum Second of association contained shall be exercisable subject to the Form D provisions of the laws in force in Alberta and regulations made thereunder in respect of the matters therein referred to, and especially with respect to the construction and operation of railways, telegraph and telephone lines, the business of insurance, and any other business with respect to which special law and regulations may now be or may hereafter be put in force.

[1901, c. 20, 2nd Schedule, Form D; 1907, c. 5, s. 13(1).]

ARTICLES OF ASSOCIATION TO ACCOMPANY THE PRECEDING
MEMORANDUM OF ASSOCIATION.

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All the articles in Table A in the schedule to The Companies Act shall be deemed to be incorporated with these articles and to apply to the company.

We, the several persons whose names and addresses are subscribed, agree to take the number of shares in the capital of the company set opposite our respective names.

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FORM E as required by Part II of The Companies Act. (Section 33.)

Form E

schedule

Second

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Number of shares taken up to the. There has been called up on each share $. Total amount of calls received $

day of.

Total amount of calls unpaid $.

List of persons holding shares in the.

.Company on the.

.day of.

held shares thereon at any time during the year immediately preceding the said their names and addresses and an account of the shares so held.

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Shares held by existing members on the. .day

of.

Number

CHAPTER 157.

An Act respecting Foreign 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 Foreign Companies Short title Act." [1903(1), c. 14, s. 1.]

Interpretation.

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

(a) "Charter" shall mean the Act or other provision Charter
of law by or under which a foreign company is
incorporated and any amendments thereto applying
to such company, or the memorandum of association
or agreement or deed of settlement of the company
or the letters patent, or charter of incorporation,
or the licence or certificate of registration of the
company as the case may be;

regulations

(b) "Charter and regulations" shall mean the charter Charter and
and the articles of association and all by-laws,
rules and regulations of the company;

(c) "Court" shall mean the Supreme Court of the Court
Province of Alberta;

company

(d) "Foreign company" shall mean any company or Foreign
association incorporated otherwise than by or
under the authority of an Ordinance of the North-
West Territories passed prior to the first day of
September, one thousand nine hundred and five,
or of an Act of the Legislature of the Province of
Alberta, or otherwise than by or under the authority
of the Parliament of Canada for the purpose of
carrying on any business to which the legislative
authority of the Legislative Assembly of the
Province extends;

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

Judge

(f) "Registrar" shall mean the Registrar of Joint Registrar
Stock Companies and shall include a Deputy Regis-
trar and Acting Registrar.

[1903(1), c. 14, s. 2; 1915, c. 2, s. 16.]

Scope of Act.

3. This Act shall not apply to any foreign company Inapplicability which is registered under the provisions of The Alberta insurance Insurance Act.

to foreign

[1913(1), c. 9, s. 9(1).]

company

Prohibition

of unregistered companies

Penalty

Meaning of
"carrying on
business

Registration of certain foreign companies

Procedure on increase in capitalization

4. (1) Unless otherwise provided by any Act no foreign company having gain for its object or a part of its object shall carry on any part of its business in the Province unless it is duly registered under this Act.

(2) Any foreign company which carries on for the purpose of gain any business to which the legislative authority of the Province of Alberta extends without being registered hereunder, and any person who carries on such business as a representative or on behalf of such company shall, on summary conviction, be liable to a penalty of fifty dollars for every day on which such business is carried on in contravention of this Act, and the onus of proof of compliance therewith shall at all times be upon the accused.

(3) The taking orders by travellers for goods, wares, or merchandise to be subsequently imported into Alberta to fill such orders, or the buying or selling of such goods, wares and merchandise by correspondence if the company has no resident agent or representative and no warehouse, office or place of business in Alberta (the onus of proving which shall in any prosecution under this section rest on the accused) shall not be deemed to be carrying on business within the meaning of this Act.

[1903(1), c. 14, s. 3; 1903(2), c. 19, s. 1; 1913(1), c. 9, s. 9(2).]

Registration Fees.

5. (1) Any foreign company described in schedule B hereto may become registered on compliance with the provisions of this Act, and on payment to the Registrar of the fees set out in schedule A hereto, and shall, subject to the provisions of its charter and regulations, and to the terms of registration, thereupon have the same powers and privileges in the Province as if incorporated under the provisions of The Companies Act.

(2) Upon any increase in the capitalization of any foreign company described in schedule B hereto, such foreign company shall forthwith notify the Registrar by registered post of such increase and of the amount of same, and shall also pay to the Registrar the difference (if any) between the fees paid upon registration by such foreign company and the fees payable upon registration by a foreign company having a capital equal to the capital of such company when so increased, and upon default in payment thereof the said foreign company shall be liable on summary conviction. to a penalty of fifty dollars for each day on which it carries on business within the Province in contravention of this subsection, and proof of compliance with the provisions of this subsection shall at all times be upon the accused.

[1908, c. 20, s. 4(1); 1911-12, c. 4, s. 9(1).]

of foreign

6.-(1) Any foreign company may become registered Registration. on compliance with the provisions of this Act, and shall, company subject to the provisions of its charter and regulations, and to the terms of registration, thereupon have the same powers and privileges in the Province as if incorporated under the provisions of The Companies Act.

(2) All other foreign companies (save those described Fees in schedule B hereto) shall pay to the Registrar an annual fee of fifty dollars during the continuance of their registrations respectively under this Act, and such fee shall be payable on the first day of January in each year; but in the event of any such foreign company becoming registered after the first day of January in any year, the amount payable to the Registrar for the portion of the first year during which it is so registered shall be a proportionate part only of the amount required for one year and such proportionate part shall be payable upon the registration of the company: Provided, however, that any foreign company whether Proviso described in schedule B hereto or not may become registered as aforesaid on payment to the Registrar of the fees set out in schedule A hereto and upon so doing the provisions of this subsection shall not apply to such foreign company.

[1908, c. 20, s. 4(2); 1909, c. 4, s. 5(1).]

7.-(1) Before the registration of any foreign company Filing docuthe company shall file in the office of the Registrar

(a) a true copy of the charter and regulations of the
company verified in manner satisfactory to the
Registrar;

(b) an affidavit or statutory declaration that the
company is still in existence and legally authorized
to transact business under its charter;

(c) a copy of the last balance sheet of the company
or a statement containing the information required
to be given in the annual statement made here-
under;

(d) a duly executed power of attorney under its com-
mon seal approved by the Registrar empowering
some person therein named and residing in the
Province to act as its attorney for the purpose
of accepting service of process in all suits and pro-
ceedings against the company within the Province
and of receiving all lawful notices and declaring
that service of process in respect of such suits
and proceedings and of such notices on the said
attorney shall be legal and binding to all intents
and purposes whatever and waiving all claims
of error by reason of such service; and such com-
pany may from time to time by a new or other
power of attorney executed and deposited as

ments prior to registration

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