Fifth Session, 44th General Assembly
52 Elizabeth II, 2003
AN ACT TO AMEND THE CORPORATIONS ACT
Received and Read the First Time
HONOURABLE GEORGE SWEENEY
Minister of Government Services and Lands
Ordered to be printed by the Honourable House of Assembly
Clause 1 of the Bill would amend section 4 of the Corporations Act to clarify that it applies to corporations incorporated under the Act for a government purpose.
Clause 1 would also amend section 4 of the Act to allow the registrar to determine whether a corporation incorporated by another Act was created for a government or municipal purpose and thus be exempted from the application of the Act.
Clauses 2, 4 and 5 of the Bill would amend the Act to reduce the required proportion of resident Canadian directors from a majority to 25%.
Clause 3 of the Bill would amend section 183 of the Act to permit a corporation without share capital to file a notice of change of directors with its' annual return.
Clause 6 of the Bill would amend section 401 of the Act to permit the registrar to set the form of documents to be filed with the registrar.
Clause 7 of the Bill would amend section 408 to provide for the filing of annual returns on the anniversary date of a corporation's registration, amalgamation or revival, for anniversaries occurring after April 1, 2004.
Clauses 8 and 9 of the Bill would amend the Act to clarify the requirement of federally incorporated companies to register under the Act.
AN ACT TO AMEND THE CORPORATIONS ACT
1. S.4 Amdt.
2. S.174 Amdt.
3. S.183 Amdt.
4. S.184 Amdt.
5. S.189 Amdt.
6. S.401 Amdt.
7. S.408 Amdt.
8. S.431 Amdt.
9. S.445 Rep.
Be it enacted by the Lieutenant-Governor and House of Assembly in Legislative Session convened, as follows:
1. (1) Subsection 4(1) of the Corporations Act is repealed and the following substituted:
Application of Act
4. (1) This Act, except where it is otherwise expressly provided, applies to every body corporate, whether incorporated under this Act, the former Act or an Act of Newfoundland or of the province.
(2) Subsection 4(4) of the Act is repealed and the following substituted:
(4) Notwithstanding subsection (1), this Act does not apply to a body corporate incorporated under a statute other than this Act or the former Act that the registrar determines was created for a government or municipal purpose, unless the incorporating statute expressly provides for the application of all or part of this Act.
2. (1) Subsection 174(1) of the Act is repealed and the following substituted:
174. (1) At least 25% of the directors of a corporation shall be resident Canadians.
(2) Subsection 174(2) of the Act is repealed.
(3) Subsections 174(3) and (4) of the Act are amended by striking out the words and figures "subsections (1) and (2)" and substituting the words and figures "subsection (1)".
3. Section 183 of the Act is amended by adding immediately after subsection (2) the following:
(3) Notwithstanding subsection (1), a corporation without share capital may send to the registrar a notice of a change in its directors with the annual return, required under section 408, for the year in which the change occurs.
4. Subsections 184(3) and (4) of the Act are repealed and the following substituted:
(3) Directors shall not transact business at a meeting of directors unless at least 25% of directors present are resident Canadians.
(4) Notwithstanding subsection (3), directors may transact business at a meeting of directors where less than 25% of the directors present are resident Canadians, where
(a) a resident Canadian director who is unable to be present approves, in writing or by telephone or other communications facilities, the business transacted at the meeting; and
(b) at least 25% of the directors at the meeting would have been resident Canadians had that director been present at the meeting.
5. Subsection 189(2) of the Act is repealed and the following substituted:
(2) Where the directors of a corporation appoint a committee of directors, at least 25% of the members of the committee shall be resident Canadians.
6. Subsection 401(1) of the Act is repealed and the following substituted:
Form of filing
401. (1) A document sent to the registrar shall be in the form set by the registrar.
7. Subsection 408(1) of the Act is repealed and the following substituted:
408. (1) A corporation shall in each year, not later than 90 days after the anniversary of the date of its registration, amalgamation or revival, whichever is later, forward to the registrar an annual return in the form set by the registrar containing the required information in relation to the year ending on that anniversary.
(1.1) Subsection (1) shall apply to anniversaries occurring after April 1, 2004.
8. Paragraphs 431(1)(b) and (c) of the Act are repealed and the following substituted:
(b) "extra-provincial company" means a body corporate that is incorporated otherwise than under an Act of Newfoundland or of the province and includes a federal company;
(c) "federal company" means a body corporate that is incorporated under an Act of the Parliament of Canada including the Canada Business Corporations Act (Canada); and
9. Section 445 of the Act is repealed.
©Earl G. Tucker, Queen's Printer