CHAPTER 157. An Act respecting the incorporation of Joint Stock SHORT TITLE, s. 1. SPECIAL MEETINGS, s. 39. STOCK, ALLOTMENT, CALLS, TRANS- YEARLY STATEMENT, s. 57. Objects for which companies may BOOKS OF COMPANY, ss. 50-56. of COMPANY NOT BOUND TO SEE TO Procedure to obtain incorporation, ss. 6-13. AFFIDAVITS UNDER THIS ACT, s. 11. CHANGING NAMES OF COMPANIES, 8. 14. INFORMALITIES NOT TO AVOID LETTERS TRUSTEES, ETC., AND MORTGAGORS OF LIABILITY OF DIRECTORS : Paying dividends when company Lending to shareholders, s. 67. MODE OF RECITING INCORPORATION POWERS UNDER LETTERS PATENT OR FORFEITURE OF CHARTER BY NON ENT TO BE SUBJECT TO ACT, s. 28. FEES ON INCORPORATION, s. 71. HE [ER MAJESTY, by and with the advice and consent of the Legislative Assembly of the Province of Ontario, enacts as follows: 66 1. This Act be cited as may The Ontario Joint Stock Com- Short title. panies' Letters Patent Act." R. S. O. 1877, c. 150, s. 1. 2. Where the words following occur in this Act, and in all Interpre letters patent and supplementary letters patent issued under tation. the same, they shall be construed in the manner hereinafter mentioned, unless a contrary intention appears: "The letters patent;" "The supple 1. "The letters patent" shall mean the letters patent incorporating a company for any purpose contemplated by this Act; 2. "The supplementary letters patent" shall mean any mentary let, letters patent granted to the company subsequent to the letters patent incorporating the company; ters patent;" "The Com'pany;" "The undertaking;" "Real estate," "Land;" "Share holder." Certain pow 3. "The company" shall mean the company so incorporated by letters patent; 4. "The undertaking" shall mean the whole of the works and business of every kind, which the company is authorized to carry on; 5. "Real estate' or "land" shall include all immovable real property of every kind; 6. " Shareholder" shall mean every subscriber to, or holder of stock in the company, and extend to, and include the personal representatives of the shareholder. R. S. O. 1877, c. 150, s. 2. 3.-(1) In case a corporation, now or hereafter incorporated ers, etc., may under the laws of the Imperial Parliament of Great Britain be granted by letters patent and Ireland, desires to carry on any of its business within the to companies Province of Ontario, the Lieutenant-Governor in Council may, incorporated under Imperi- by letters patent under the Great Seal of the Province, grant al Statutes. Copy of Act or other in strument of to such company, and such company may thenceforth use, exercise, and enjoy within the Province, any powers, privileges and rights set forth in the letters patent, as desired in or for carrying on the business of the company, and which it is within the authority of the Lieutenant-Governor in Council to grant to a company under this Act. (2) No such letters patent shall be issued until such corpora tion has deposited in the office of the Provincial Secretary incorporation a true copy of the Act of Farliament, charter or other. to be deposit instrument incorporating the said company, verified in the vincial Secre- manner which may be satisfactory to the Lieutenant-Governor in Council. ed with Pro tary. Evidence of (3) The letters patent referring to such Act, charter or other incorporation. instrument as aforesaid, or a copy of such Act, charter or other instrument aforesaid certified under the hand of the Provincial Secretary, shall be sufficient evidence, in any proceeding in any Court in this Province, of the incorporation of the company. Matters provided for by Rev. Stat. c. 168 excepted. Companies formed for certain pur (4) This section shall not apply to matters provided for by chapter 168 of these Revised Statutes. 43 V. c. 19, ss. 1-4. 4 The Lieutenant-Governor in Council may, by letters patent under the Great Seal, grant a charter to any number of persons, not less than five, who shall petition therefor, constitincorporated uting such persons and others who may become shareholders in the company thereby created, a body corporate and politic, poses may be by letters patent. for any purposes or objects to which the legislative authority of the Legislature of Ontario extends, except the construction and working of railways, and the business of insurance other Rev. Stat. c. than as provided by section 4 of The Ontario Insurance Act. 167, s. 4. R. S. O. 1877, c. 150, s. 3. name of 5. The name of the Province of Ontario or of some locality Provision therein shall constitute part of the name of every company respecting incorporated under this Act, except in cases where the companies. Lieutenant-Governor in Council otherwise directs. 44 V. c. 18, s. 2; 48 V. c. 32, s. 1. 6. The applicants for the letters patent must for at least four Notice to be consecutive weeks give notice in the Ontario Gazette, of their given in the intention to apply for the same, stating therein:— Ontario Gazette, and what it shall (a) The proposed corporate name of the company, which contain. shall not be that of any other known company, incorporated or unincorporated, or any name liable to be unfairly confounded therewith, or otherwise on public grounds objectionable; (b) The object for which incorporation is sought; (e) The place or places within the Province of Ontario, where its operations are to be carried on, with special mention if there be two or more such places, of some one of them as the chief place of business; (d) The amount of capital stock; (e) The number of shares and amount of each share; (f) The names in full and the address and calling of each of the applicants, with special mention of the names of not less than three of their number, who are to be the first directors of the company. R. S. O. 1877, c. 150, s. 4. 7-(1) At any time, not more than one month after the last Petition for publication of the notice, the applicants may petition the letters patent, Lieutenant-Governor, through the Provincial Secretary, for the issue of the letters patent. (2) The petition must state the facts required to be set forth in the notice, and must further state the amount of stock taken by each applicant, and also the amount, if any, paid in upon the stock of each applicant. (3) The petition must also state whether the amount is paid in cash or by transfer of property, or how otherwise. (4) In case the petition is not signed by all the shareholders whose names are proposed to be inserted in the letters patent, it shall be accompanied by a memorandum of association, signed by all the persons whose names are to be so inserted, or by their attorneys, lawfully authorized in writing, and such memorandum shall contain the particulars required by the next preceding section. Notices for in ture may in certain cases be accepted as notice for letters patent (5) The petition may ask for the embodying in the letters patent, of any provision which otherwise under this Act might be embodied in any by-law of the company when incorporated. R. S. O. 1877, c. 150, s. 5. 8. Where a notice has been published according to the corporation by rules of the Legislative Assembly for an Act incorporating any the Legislacompany, the incorporation whereof is sought for objects for which incorporation is authorized by this Act, and a Bill has been introduced into the Assembly in accordance with such notice, and is subsequently thrown out or withdrawn, then in case a petition, to the Lieutenant-Governor for the incorporation under this Act of the company is filed with the Provincial Secretary within one month from the day of the termination of the Session of the Assembly for which the notice was given, the notice may be accepted in lieu of the notice required by section 6. R. S. O. 1877, c. 150, s. 6. Lieutenant 9. The Lieutenant-Governor may dispense with the publiGovernor may cation of the notice mentioned in section 6, in any case dispense with notice when in which the capital of the proposed company is $3,000 capital $3000 or under. R. S. O. 1877, c. 150, s. 7. or under. Preliminary conditions, to be established. Proof of matters under this Act. Name and objects of company may be varied. 10. Before the letters patent are issued, the applicants must establish to the satisfaction of the Provincial Secretary, or of such other officer as may be charged by order of the LieutenantGovernor in Council to report thereon, the sufficiency of their notice and petition, and that the proposed name is not the name of any other known incorporated or unincorporated company. R. S. O. 1877, c. 150, s. 8 (1). 11. (1) The Provincial Secretary, the Assistant Provincial Secretary, or such other officer, may for the purposes aforesaid, or for any other purpose under this Act, take and keep of record any requisite evidence in writing under oath or affirmation. R. S. O. 1877, c. 150, ss. 8 (2), 18 (3). (2) Proof of any matter which may be necessary to be made under this Act, may be made by affidavit or deposition before the Provincial Secretary, or Assistant Provincial Secretary, or before any Justice of the Peace or Commissioner for taking affidavits, or Notary Public, who are hereby authorized and empowered to administer oaths for that purpose. R. S. O. 1877, c. 150, s. 67. 12. The letters patent shall recite such of the material averments of the notice and petition so established, as the Lieutenant-Governor may find convenient to insert therein, and the Lieutenant-Governor may, if he thinks fit, give to the company, a corporate name different from the name proposed by the applicants in the published notice; and the objects of the company as stated in the letters patent may vary from the objects stated in the said notice, provided the objects of the company as stated in the letters patent, are of a similar character to those contained in the notice published as aforesaid. R. S. O. 1877, c. 150, s. 9. patent. 13. Notice of the granting of the letters patent shall be Notice of issu forthwith given by the Provincial Secretary, in the Ontario ing letters Gazette, in the form of Schedule A to this Act; and Completion of from the date of the letters patent the persons therein incorporation. named and their successors shall be a body corporate and politic by the name mentioned therein. R. S. O. 1877, c. 150, s. 10. name and sup 14.—(1) In case it is made to appear that any company is in- Change of corporated under a name the same as, or similar to, that of an plementary existing company, it shall be lawful for the Lieutenant-Gov- letters patent. ernor in Council to direct the issue of supplementary letters patent reciting the former letters, and changing the name of the company to some other name to be set forth in the supplementary letters patent; and no such alteration of name shall affect the rights or obligations of the company; and all proceedings may be continued and commenced by or against the company by its new name, that might have been continued or commenced by or against the company by its former name. (2) The High Court may compel an application under Compelling this section whenever a company improperly assumes the name change of of, or a name similar to, that of an existing company. R. S. O. 1877, c. 150, s. 11. name. 15. The provisions of this Act relating to matter preliminary Certain inforto the issue of the letters patent shall be deemed directory only; malities not to and no letters patent or supplementary letters patent issued ters patent. under this Act shall be held void or voidable, on account of any irregularity in any notice prescribed by this Act, or on account of the insufficiency or absence of such notice, or on account of any irregularity in respect of any other matter preliminary to the issue of the letters patent or supplementary letters patent. R. S. O. 1877, c. 150, s. 13. porate power 16. Every company so incorporated may acquire, hold, General coralienate and convey real estate subject to any restrictions or of such comconditions in the letters patent set forth, and shall forthwith panies. become and be invested with all rights, real and personal, heretofore held by or for the company under a trust created with a view to its incorporation, and with all the powers, privileges and immunities requisite to the carrying on of its undertaking, as though the company had been incorporated by a special Act of the Legislature, making the company a body politic and corporate, and embodying all the provisions of this Act, and of the letters patent. R. S. O. 1877, c. 150, s. 14. VOL. II.-2 |