Short title Provincial secretary ex officio registrar Interpretation "Company" "Court" "Judge" "Registrar" "Charter" "Charter and regulations" "Prospectus" "Regulations" 1915 CHAPTER 14 An Act respecting Companies. [Assented to June 24, 1915.] IS Majesty by and with the advice and consent of the 1. This Act may be cited for all purposes as "The Companies Act." 2. This Act shall be administered by the provincial secretary, who shall be ex officio registrar of joint stock companies. 3. In this Act, unless the context otherwise requires: 1. "Company" means a company incorporated or registered 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 the registrar of joint stock com panies; and the expression "registrar" or "registrar of joint stock companies" shall include the deputy or acting deputy provincial secretary, or any person appointed by the provincial secretary as registrar of joint stock companies or anyone acting for him; 5. "Charter" means the statute, Act, or other provision of law by or under which a company is incorporated and any amendment thereto applying to such company, or memorandum of association, or agreement or deed of settlement of a company, warrant or letters patent, or charter of incorporation, or license, or certificate of registration of the company, as the case may be; 6. "Charter and regulations" means the charter and the articles of association and all bylaws, rules and regulations of the company; 7. "Prospectus" means any prospectus, notice, circular, advertisement, statement or other invitation to the public to subscribe for or purchase any shares, stock or debentures of a company; 8. "Regulations" means the regulations ordered by the Lieutenant Governor in Council. PART I. Incorporation of Companies in Saskatchewan. partnerships certain 4. No company, association or partnership consisting of Prohibition of more than twenty persons shall be formed in Saskatchewan exceeding a for the purpose of carrying on any business that has for its number object the acquisition of gain by the company, association or partnership, or by the individual members thereof, unless it is incorporated under this Act or by or under some other Act of the Legislature. 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 incorporated except for the purpose of the construction or operation of company 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 incorporation, form an incorporated company with limited liability. 6. The memorandum shall state: (a) The name of the company, with "limited" as the (b) The place in which the registered office of the (c) The objects of the company; (d) That the liability of the members is limited; (2) No subscriber to the memorandum may take less than one share. (3) Each subscriber shall write opposite to his name the number of shares he takes. The memorandum of a company 7. A company may not alter the conditions contained in Restriction on the memorandum except in the cases and in the mode and to the extent for which express provision is made in this Act. alteration of memorandum to be signed and witnessed 8. The memorandum shall be signed by each subscriber Memorandum in the presence of at least one witness who shall attest the signature. 9. The memorandum and articles of association, if any, Filing of shall be delivered to the registrar who shall retain and file and article memorandum them. Name of company and change of name Proceedings for change of name Contracts not affected by change of name Alteration of memorandum 10. A company may not be incorporated by a name identical with that by which a company in existence, if known to the registrar, is already incorporated or registered or so nearly resembling that name as to be calculated to deceive, except where the company in existence is in course of being dissolved and signifies consent in such manner as the registrar requires. (2) A company may, with the sanction of a special resolution and with the approval of the registrar, change its name. (3) Upon the change of name of a company the registrar shall enter the new name on the register in place of the former name and shall issue a certificate of incorporation altered to meet the circumstances of the case and publish it in The Saskatchewan Gazette. 11. When a company is desirous of changing its name the registrar, upon being satisfied that the company is in a solvent condition, that the change of name is not objectionable, that the change of name has been sanctioned by a special resolution of the company and that the notice hereinafter provided has been duly given, may change the name of the company. (2) The company shall give at least one month's previous notice in The Saskatchewan Gazette, and in some newspaper published or circulated in the locality in which the operations of the company are carried on, of its intention to apply for the change of name and shall state the name proposed to be adopted. (3) Such change of name shall be conclusively established by the insertion in The Saskatchewan Gazette of a notice thereof by the registrar. 12. The change of name shall not affect any rights or obligations of the company, or render defective any legal proceedings by or against the company; and any legal proceedings that might have been continued or commenced against it by the former name may be continued or commenced against it by the new name. 13. Subject to the provisions of this section a company may, by special resolution, alter the provisions of its memorandum with respect to the objects of the company, so far as may be required to enable it: (a) To carry on its business more economically or more efficiently; or (b) To attain its main purposes by new or improved means; or (c) To carry on some business which under existing circumstances may conveniently or advantageously be combined with the business of the company; or (d) To restrict or abandon any of the objects specified in the memorandum. (2) The alteration shall not take effect until and except in so far as it is confirmed on petition by the court. (3) Before confirming the alteration the court must be satisfied: (a) That sufficient notice has been given to every holder of debentures of the company, and to any persons or class of persons whose interests will, in the opinion of the court, be affected by the alteration; (b) That, with respect to every creditor who, in the opinion of the court, is entitled to object, and who signifies his objection in manner directed by the court, either his consent to the alteration has been obtained or his debt or claim has been discharged, or has determined, or has been secured to the satisfaction of the court: Provided, that the court may, in the case of any person or class, for special reasons, dispense with the notice required by this section. (4) The court may make an order confirming the alteration, either wholly or in part, and on such terms and conditions as it thinks fit, and may make such order as to costs as it thinks proper. (5) The court shall, in exercising its discretion under this section, have regard to the rights and interests of the members of the company or of any class of them, as well as to the rights and interests of the creditors, and may, if it thinks fit, adjourn the proceedings in order that an arrangement may be made to the satisfaction of the court for the purchase of the interests of dissentient members; and may give such directions and make such orders as it may think expedient for facilitating or carrying into effect any such arrangement: Provided that no part of the capital of the company may be expended in any such purchase. (6) An office copy of the order confirming the alteration. together with a copy of the memorandum as altered, shall, within fifteen days from the date of the order, be delivered by the company to the registrar and he shall register the same, and shall certify the registration under his hand and the certificate shall be conclusive evidence that all the requirements of this Act with respect to the alteration and the con firmation thereof have been complied with and thenceforth the memorandum so altered shall be the memorandum of the company. The court may by order at any time extend the time of delivery of documents to the registrar under this section for such period as the court may think proper. (7) If a company makes default in delivering to the regis trar any document required by this section to be delivered to him, the company shall be liable, on summary conviction, to a fine not exceeding $50 for every day during which it is in default. Filing of articles Application of table A Form and signature of articles Alteration of articles by special resolution Effect of memorandum and articles ARTICLES OF ASSOCIATION. 14. There may be filed with the memorandum of association articles of association signed by the subscribers to the memorandum and prescribing regulations for the company. (2) Articles of association may adopt all or any of the regulations contained in table A in the first schedule to this Act. 15. In the case of a company incorporated under this Act, if articles are not filed, or, if articles are filed, in so far as the articles do not exclude or modify the regulations in table A in the first schedule to this Act, those regulations shall, so far as applicable, be the regulations of the company in the same manner and to the same extent as if they were contained in duly filed articles. 16. Articles must: (a) Be divided into paragraphs numbered consecutively; (b) Be signed by each subscriber of the memorandum of association in the presence of at least one witness who must attest the signature. 17. Subject to the provisions of this Act and to the conditions contained in its memorandum, a company may from time to time by special resolution alter or add to its articles; and any alteration or addition so made shall be as valid as if originally contained in the articles, and be subject in like manner to alteration by special resolution. 18. The memorandum and articles shall, when filed, bind the company and the members thereof to the same extent as if they respectively had been signed and sealed by each member, his heirs, executors and administrators to observe all the provisions of the memorandum and of the articles. subject to the provisions of this Act. |