CHAPTER 72 An Act respecting Companies. Short title Provincial secretary ex officio registrar Interpretation "Company" "Court" "Judge" "Registrar" "Prospectus" Prohibition of partnerships exceeding certain number PRELIMINARY. 1. This Act may be cited for all purposes as "The Companies Act." 1901, c. 20, s. 1. 2. This Act shall be administered by the provincial secretary who shall be ex officio registrar of joint stock companies. 1901, c. 20, s. 2. 3. In the construction of this Act and of the schedules thereto and of any rules that may be made thereunder if not inconsistent with the context or subject matter the expression: 1. "Company" means a company incorporated under this Act. 2. "Court" means the supreme court of Saskatchewan and shall include a judge thereof; 3. "Judge" means a judge of the said court; 4. "Registrar" means registrar of joint stock companies; and the expression "registrar" or "registrar of joint stock companies" shall include the deputy or acting deputy provincial secretary and any person appointed by the provincial secretary as registrar of joint stock companies and any one acting for him; 5. "Prospectus" means any prospectus, notice, circular, advertisement or other invitation offering to the public for subscription or purchase any shares, stock or debentures of a company. 1901, c. 20, s. 3. 4. No company, association or partnership consisting of more than twenty persons shall hereafter be formed for the purpose of carrying on any business to which the authority of the Legislature 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. MEMORANDUM OF ASSOCIATION. forming 5. Any three or more persons associated for any lawful Mode of purpose to which the authority of the Legislature extends company except for the purpose of the construction or operation of railways or of telegraph lines, the business of insurance except hail insurance, the business of a loan company or the business of a trust company 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. 1901, c. 20, s. 5; 1906, c. 31, s. 1; 1908-9, c. 15, s. 6. limiting 6. The liability of the members of a company formed under Mode of this Act may according to the memorandumt of association. liability be limited either to the amount (if any) unpaid on the shares respectively held by them 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. of associa 7. Where a company is formed on the principle of having Memorandum. the liability of its members limited to the amount unpaid on tion of a their shares (hereinafter referred to as a company limited by company shares) the memorandum of association shall contain the fol- shares lowing things, that is to say: (a) The name of the proposed company with the addi- (b) The objects for which the proposed company is to (c) The place in Saskatchewan in which the registered (c) A declaration that the liability of the members is (f) The amount of capital with which the company pro- subject to the following regulations: (a) That no subscriber shall take less than one share; limited by Memorandum of association of a company limited by guarantee Memoran dum of association of an unlimited company (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 subscribed in the memorandum of association. 1901, c. 20, s. 7. 8. Where a company is formed on the principle of having the liability of its members limited to such amount as the members respectively undertake to contribute to 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 the addition of the words "Limited by guarantee" as the last words in such name; (b) The objects for which the proposed company is to be established; (c) The place in Saskatchewan in which the registered office of the company is proposed to be situated; (d) 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. 9. Where a company is formed on the principle of having no limit placed on the liability of its members (hereinafter referred to as an unlimited company) the memorandum of 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; (c) The place in Saskatchewan in which the registered office of the company is proposed to be situated. 1901, c. 20, s. 9. and effect of memorandum of 10. The memorandum of association shall be signed by Signature each subscriber in the presence of and be attested by one witness at the least; and it shall when registered bind the company association and the members thereof to the same extent as if each member had subscribed his name and affixed his seal thereto and there were in the memorandum contained on the part of himself, his heirs, executors and administrators a covenant to observe all the conditions of such memorandum subject to the provisions of this Act. 1901, c. 20, s. 10. ARTICLES OF ASSOCIATION. to be pre articles of 11. The memorandum of association may in the case of a Regulations company limited by shares and shall in the case of a company scribed by limited by guarantee or unlimited be accompanied when association registered by articles of association signed by the subscribers to the memorandum of association and prescribing such regulations for the company as the subscribers to the memorandum of association deem expedient. The articles shall be expressed in separate paragraphs numbered arithmetically; they may adopt all or any of the provisions contained in the table marked A in the first schedule hereto; they shall in the case of a company (whether limited by guarantee or unlimited) that has a capital divided into shares state the amount of capital with which the company proposes to be registered; and in the case of a company (whether limited by guarantee or unlimited) that has not a capital divided into shares state the number of members with which the company proposes to be regis tered for the purpose of enabling the registrar to determine the fees payable on registration. In a company limited by guarantee or unlimited and having a capital divided into shares, each subscriber shall take one share at the least and shall write opposite to his name in the memorandum of association the number of shares he takes. 1901, c. 20, s. 11. of table 12. In the case of a company limited by shares if the Application memorandum is not accompanied by articles of association or in so far as the articles do not exclude or modify the regulations contained in the table marked A in the first schedule. hereto the last mentioned regulations shall so far as the same are applicable be deemed to be the regulations of the company in the same manner and to the same extent as if they had been inserted in articles of association and the articles had been duly registered. 1901, c. 20, s. 12. and effect of 13. The articles of association shall be signed by each sub- Signature scriber in the presence of and be attested by one witness at articles of least. When registered they shall bind the company and the association members thereof to the same extent as if each member had subscribed his name and affixed his seal thereto and there were Registration Fees Certificate of incorporation Effect of registration in such articles contained a covenant on the part of himself, his heirs, executors and administrators to conform to all the regulations contained in such articles subject to the provisions of this Act; and all moneys payable by any member of the company in pursuance of the conditions and regulations of the company or any of such conditions or regulations shall be deemed to be a debt due from such member to the company in the nature of a specialty debt. 1901, c. 20, s. 13. REGISTRATION. 14. The memorandum of association and articles of association shall be delivered to the registrar who shall retain and register the same. 1901, c. 20, s. 14. Г 15. There shall be paid to the registrar by the company having a capital divided into shares in respect of the several matters mentioned in the table marked B in the first schedule. hereto the several fees therein specified or such smaller fees as the Lieutenant Governor in Council may from time to time. direct; and by a company not having a capital divided into shares in respect of the several matters mentioned in the table marked C in the first schedule hereto the several fees therein specified or such smaller fees as the Lieutenant Governor in Council may from time to time direct. (2) The fees received under this section shall form part of the general revenue fund of the province. 1901, c. 20, s. 15. 16. Upon the registration of the memorandum of association and of the articles of association in cases where articles of association are required by this Act or by the desire of the parties to be registered the registrar shall certify under his hand and seal of office that the company is incorporated and in the case of a limited company that the company is limited and in the case of a mining company the liabilities of the members whereof is specially limited under section 63 hereof that the said company is so specially limited under said section. 63; and such certificate shall be published in the official gazette. (2) The incorporation of the company shall take effect from the date of incorporation mentioned in the certificate of incorporation. 1901, c. 20, s. 16. 17. The subscribers of the memorandum of association. together with such other persons as from time to time become members of the company shall thereupon be a body corporate under the name contained in the memorandum of association. capable forthwith of exercising all the functions of an incorporated company and having perpetual succession and a com |