Companies Act

COMPANIES ACT Chapter C‑21 Table of Contents 1 Definitions 2 Interpretation 2.1 Limited application of Act Part 1 Application of Act 3 Existing companies 3.1 Non‑application of Act to corporations 4 Partial application of Act 5 Winding‑up 6 Companies formed by special Act Part 2 General Provisions 8 Extra‑territorial capacity of Provincial corporations 9 Property in joint tenancy 10 Use of word “ limited ” , etc. 11 Name of company 12 Change of name 13 Powers of companies 14 Loans Part 3 Incorporation and Organization Division 1 Memorandum of Association 15 Formation of companies 16 Company limited by shares 17 Company limited by guarantee 18 Use of Limited or Ltd. 20 Powers of company Division 2 Articles of Association 21 Articles of Association 22 Company without share capital Division 3 Registration and Incorporation 25 Delivery of memorandum and articles 26 Certificate of incorporation 27 Conclusiveness of certificate 28 Effect of incorporation 29 Effect of memorandum and articles Division 4 Agent for Service 29.1 Agent for service 29.2 Alternative agent for service Part 4 Alteration of Constitution Division 1 Memorandum of Association 30 Power to alter memorandum 31 Alterations in memorandum 32 Change of name 33 Change in registered office Objects 34 Alteration of objects or powers Share Capital 35 Restrictions on calling up uncalled capital 36 Alteration of share capital Consolidation, Subdivision, etc., of Share Capital 37 Consolidation, subdivision, etc., of share capital Reorganization of Share Capital 38 Powers of company to reorganize share capital 39 Objections by creditors 40 Order reducing share capital 41 Member ’ s liability re share Division 2 Purchase by a Company of its Own Shares 42 Authority to buy back shares 43 Decrease in issued capital 44 Prohibition on purchase 45 Liability of directors 47 Application of insider trading rules 48 Offer to purchase 49 Exception 51 Non‑compliance 52 Enforceability of contract 53 Purchase by subsidiary company Division 3 Articles of Association 55 Alteration of articles Division 4 Conversion of Companies Public and Private Companies 59 Conversion of public company into private company 60 Conversion of private company into public company 61 Failure to comply with conditions General Provisions as to Conversions 62 Conversion not to affect debts 63 Company in default 63.1 Changes in payment of dividends Part 5 Membership and Shares Division 1 Membership 64 Entry of subscribers in register 65 Copy of memorandum and articles and resolutions 66 Register of members 68 Rectification of register 69 Register, where kept and inspection 70 Register of members 71 Power to close register 72 Trusts not to be entered on register 73 Branch register outside Province Division 2 Shares 74 Nature of shares 75 Certificate of shares 76 Certificate of shares as evidence of title 77 Transfer by personal representative 78 Liability of executor, etc. 79 Liability of mortgages 80 Payment of calls, dividends, etc. 81 Shares without nominal or par value 82 Shares with preferred, deferred or other special rights or restrictions 83 Redemption of shares Part 6 Management and Administration Division 1 Membership 86 Registered office 87 Display of company name Division 2 Directors 88 Director appointed by articles or named in prospectus, etc. 89 Qualifications of director 90 Meetings of directors 91 Liability of directors for wages 92 Declaration as to interest in contract 93 Register of directors 94 Register open to inspection Division 5 Financial and Borrowing Prospectuses 111 Prospectus when offering shares Registration of Mortgages, Charges, etc. 118 Limitation of time for issue of debentures 119 Notice to Registrar where receiver appointed 120 Preferential payments 121 Receivers ’ periodical abstracts of receipts and payments 122 Order to make good default Debentures and Floating Charges 123 Validity of perpetual debentures 124 Power to issue redeemed debentures 125 Specific performance 126 Conversion into fully paid‑up shares Commissions and Discounts 129 Commissions and brokerage 130 Amount of commissions to be stated in balance sheet Division 6 Auditors 131 Appointment of auditors 132 Eligibility for appointment as auditor 133 Auditor ’ s report to shareholders 134 Exemption from audit requirements Division 7 Accounting Records and Financial Statements 135 Books of account and accounting records 136 Financial statements at annual meeting 145 Approval of financial statement 146 Publication of financial statement 147 Providing financial statements to shareholders Division 8 General Meetings 149 Annual general meeting 150 General meeting 151 Other meetings 152 Special resolution Division 9 Proxies and Proxy Solicitation 153 Definitions 154 Exemptions 155 Appointment of nominees by proxies, etc. 156 Providing proxy form to shareholder 157 Solicitation of proxies 159 Where vote by ballot not required 160 Regulations Division 10 Records 161 Minutes Division 11 Returns to Registrar 162 Annual return 163 Resolutions Division 12 Contracts 165 Powers of company to control Division 13 Miscellaneous 166 Representation of company at meetings of another corporation 167 Power of attorney by company 168 Official seal for use outside Alberta 169 Acquisition of shares 170 Compromise 171 Reconstruction of company or amalgamation 172 Amalgamation Division 14 Inspection 177 Inspectors appointed by Court 178 Inspector appointed by company 179 Inspector ’ s reports as evidence Part 9 Provisions Applying to Companies with Objects other than the Acquisition of Gain 200 Registration of charitable association 201 Use of word “ limited ” 202 Associations for recreation 202.1 Revocation of direction or authorization Part 10 Dissolution Division 1 Cancellation of Incorporation 204 Cancellation for cause Division 2 Removal from Register of Companies Defunct or in Default 205 Dissolution by Registrar 206 Restoration of company to register 208 Penalty Division 3 Winding‑up Generally Preliminary 209 Modes of winding‑up Contributories 210 Liability as contributories 211 Liability of contributory 212 Contributories in case of death of member 213 Liability of trustee in bankruptcy Division 4 Winding‑up by Court 214 Winding‑up by Court 215 Application to Court for winding‑up 216 Winding‑up order 217 Filing winding‑up order 218 Commencement of winding‑up 219 Power to stay or restrain proceedings 220 Effect of winding‑up order 221 Wishes of creditors or contributories 222 Operation of order in favour of creditors, etc. 223 Inspection of books 224 Order to stay winding‑up 225 Costs 226 Dissolution of company Contributories, Assets, etc. 227 Lists of contributories and application of assets 228 Adjustment of rights of contributories 229 Calls 230 Payment of debts by contributories 231 Arrest of absconding contributory 232 Delivery of property 233 Court summons 234 Order to pay money into bank 236 Powers of Court cumulative Proof by Creditors 237 Proving debts Examination of Promoters, etc. 238 Public questioning of promoters, etc. 239 Prosecution of delinquent directors Liquidators 240 Appointment, remuneration, title, etc. of liquidators 241 Custody of company ’ s property 242 Application for directions 243 Powers of liquidator 244 Forms, rules and regulations 245 Special manager 246 Payment into bank by liquidator 247 Accounts of liquidator 248 Books to be kept by liquidator 249 Release of liquidator 250 Control of Court over liquidators Committee of Inspection, Meetings of Creditors, etc. 251 Meetings of creditors and contributories 252 Members of committee of inspection 253 Directions of creditors Division 5 Voluntary Winding‑up Resolution to Wind up and Effect 254 Voluntary winding‑up 255 Notice of resolution 256 Commencement of winding‑up 257 Procedure in voluntary winding‑up Appointment of Liquidators 258 Appointment of liquidators 259 Vacancies 260 Court may appoint or remove liquidator 261 Delegation of power to appoint liquidators 262 Several liquidators Powers of Liquidator 263 Powers of liquidator 264 Sanction of company required in certain cases 265 General meetings of company 266 Consideration for sale of company ’ s business, etc. 267 Prosecution of delinquent directors Duties of Liquidators 268 Meeting of creditors 269 General meetings 270 Disposal of unclaimed or undistributed assets 271 Liquidator ’ s account and notice of final meeting 272 Dispensing with meetings Applications to the Court 273 Determination of question 274 Appeal from compromise or arrangement 275 Right to have company wound up by Court 276 Adoption of voluntary winding‑up proceedings Division 6 Winding‑up Subject to Supervision of Court 277 Order for supervision 278 Petition for continuance of voluntary winding‑up 279 Wishes of creditors 280 Additional liquidator 281 Difference between supervision and winding‑up by Court Division 7 Winding‑up General Provisions 282 Debts admissible in proof 283 Preferential payments 284 Fraudulent preference 285 Books, etc., as evidence 286 Power of Court to call meetings 287 Power of Court to compel delinquent directors, etc. to compensate company 288 Disposal of company books 289 Power of Court to declare dissolution of company void 290 Enforcement of orders of Court 291 Appeals from orders 292 Report of proceedings under Winding-up Act or Bankruptcy Act 294 Disclaimer Part 11 Miscellaneous Division 1 Office of Registrar 295 Appointment of Registrar 296 Action against Registrar 297 Questioning of Registrar 298 Direction by the Minister 299 Registrar ’ s seal of office 299.1 Forms 300 Failure to file return 301 Fee for copy or extract 302 Refusal to register documents 303 Certificate of status Division 2 Fees 304 Fees 304.1 Waiver of fees 305 Agreement re payment of fees 306 No service if fees unpaid Division 3 Regulations 307 Regulations Division 4 Service, Sending and Authentication of Documents and Notices 308 Notice to and service on a company 308.01 Notice to and service on shareholders and directors 308.1 Waiver of notice 308.2 Notice and service by electronic means 309 Authentication of documents Division 5 Proceedings in Court 310 Security for costs 311 Relief for breach of trust Division 6 Violations of the Act 312 Number of members 313 Penalties 314 Application of penalties 315 Remission of penalties 316 Laying information Division 7 Transitional Provisions 317 Transitional provision — agent for service 318 Transitional provision — Schedule HER MAJESTY, by and with the advice and consent of the Legislative Assembly of Alberta, enacts as follows: Definitions 1 In this Act, (a) repealed 1995 c28 s65; (a.001) “agent for service” means an agent for service appointed by a company under section 29.1; (a.01) “articles” means (i) the articles of association prescribing regulations for a company, whether as originally framed or as altered by special resolution, and including, insofar as they apply to the company, the regulations contained, as the case may be, (A) in the First Schedule to The Companies Act , RSA 1955 c53 or RSA 1942 c240, or to The Companies Act, 1929 , SA 1929 c14, or (B) in Table A in the First Schedule or in Form B in the Second Schedule to The Companies Act , RSA 1922 c156, or to The Companies Ordinance , ONWT 1901 c20, or in any such table as altered pursuant to any such Act or Ordinance, and (ii) the bylaws of a company incorporated under Ordinance No. 3 of 1886, being The Companies Ordinance , RONWT 1888 c30 or under The Companies Ordinance , CONWT 1898 c61, as originally framed or duly altered; (a.02) repealed 1995 c28 s65; (a.1) “books and papers” and “books or papers” include accounts, deeds, writings and documents; (b) “call” includes an assessment, instalment and any other sum paid or agreed to be paid or payable in respect of a share; (b.1) - (c.1) repealed 2020 c25 s2(2); (d) “company” includes any company incorporated under this Act and an existing company; (d.1) “company limited by guarantee” means a company having the liability of its members limited by the memorandum to the amount that the members may respectively thereby undertake to contribute to the assets of the company in the event of its being wound up; (e) “company limited by shares” means a company having the liability of its members limited to the amount, if any, unpaid on the shares respectively held by them; (e.1) “contributory” means a person liable to contribute to the assets of a company in the event of its being wound up under this Act, and, in all proceedings prior to the final determination of the persons who are to be deemed contributories, includes every person alleged to be a contributory; (f) “Court” means the Court of King’s Bench; (f.1) “debentures” includes debenture stock and bonds; (g) “director” includes any person occupying the position of director by whatever name called; (g.1) “dividend” includes bonus or any distribution to shareholders as such; (h) “document” includes summons, notice, order, certificate, register and legal process; (h.001) “electronic means”, in respect of attending or holding a meeting, means a method of electronic or telephonic communication that enables all persons attending the meeting to hear and communicate with each other instantaneously, including, without limitation, teleconferencing and computer network-based or internet-based communication platforms; (h.01) repealed 2020 c25 s2(2); (h.1) “existing company” means a company lawfully incorporated or registered under any Act or Ordinance respecting companies at any time in force in Alberta prior to October 1, 1929, and subject to the legislative authority of the Legislature; (i) repealed 2020 c25 s2(2); (i.1) “generally accepted accounting principles” means the generally accepted accounting principles as set out in the CPA Canada Handbook – Accounting by the Chartered Professional Accountants of Canada, as amended from time to time; (j) “land” includes all messuages, land, tenements, hereditaments of any tenure, leaseholds and all immovable property of every kind; (k) “limited company” includes a company limited by shares and a company limited by guarantee; (l) “member” means a subscriber of the memorandum of a company and every other person who agrees to become a member of a company and whose name is entered in its register of members; (m) “memorandum” means a memorandum of association of a company as originally framed or as lawfully altered; (n) “Minister” means the Minister determined under section 16 of the Government Organization Act as the Minister responsible for this Act; (o) “mortgage” includes charge; (p) “non‑resident company” means a company that is not deemed to be resident in Canada under paragraph 250(4)(c) of the Income Tax Act (Canada); (q) “prescribed” means prescribed by the regulations; (r) “private company” means a company that by its memorandum or articles, (i) in the case of a company having a share capital, (A) restricts or prohibits the right to transfer any of its shares, (B) limits the number of its members to 50 or less, exclusive of persons who are in the employment of the company, and persons who, having been formerly in the employment of the company, were while in that employment and have continued after the determination of that employment to be members of the company, but where 2 or more persons hold one or more shares in the company jointly they shall, for the purposes of this definition, be treated as a single member, and (C) prohibits any invitation to the public to subscribe for any shares or debentures of the company, or (ii) in the case of a company not having a share capital, (A) limits the number of its members to 50 or less (exclusive of persons who are in the employment of the company, and of persons who, having been formerly in the employment of the company, were while in that employment and have continued after the determination of that employment to be members of the company), (B) prohibits any invitation to the public to become members or to subscribe for debentures of the company, and (C) restricts or prohibits any transfer of the interest of a member in the company; (s) “prospectus” means any prospectus, notice, circular, advertisement or other document offering to the public for subscription or purchase any shares or debentures of, or inviting the public to become members of, a company or an intended company; (t) “public company” means a company that is not a private company; (t.1) “recorded mail” means a form of document delivery by mail or courier in which receipt of the document must be acknowledged in writing; (u) “Registrar” means the Registrar of Companies or other authorized person performing the Registrar’s duties under this Act; (u.1) “Registrar’s periodical” means the Registrar’s periodical established under the Business Corporations Act ; (v) repealed 2020 c25 s2(2); (w) “securities” means notes, bonds, debentures or other evidences of indebtedness issued by a corporation, whether secured or unsecured; (x) “share” means share in the share capital of the company, and includes stock, except where a distinction between stock and shares is expressed or implied; (y) “special resolution” means (i) a resolution passed (A) at a general meeting of which not less than 21 days’ notice specifying the intention to propose the resolution has been duly given, and (B) by a majority of not less than 75% of the votes of those members who, if entitled to do so, vote in person or by proxy, (ii) a resolution proposed and passed as a special resolution at a general meeting of which less than 21 days’ notice has been given, if all the members entitled to attend and vote at that general meeting so agree, or (iii) a resolution consented to in writing by all the members who would have been entitled at a general meeting to vote on the resolution in person or, if proxies are permitted, by proxy; (z) repealed 2020 c25 s2(2); (aa) “spouse” means the spouse of a married person but does not include a spouse who is living separate and apart from the person if the person and spouse have separated pursuant to a written separation agreement or if their support obligations and family property have been dealt with by a court order. RSA 2000 cC‑21 s1;2002 cA‑4.5 s25;2014 c8 s17;2018 c20 s3; 2020 c25 s2(2);2021 c3 s2;2021 c13 s3;AR 217/2022 Interpretation 2 (1) For the purposes of this Act, a company is deemed to be a subsidiary of another company if, but only if, (a) it is controlled by (i) that other, (ii) that other and one or more companies each of which is controlled by that other, or (iii) 2 or more companies each of which is controlled by that other, or (b) it is a subsidiary of a company that is that other’s subsidiary. (2) For the purposes of this Act, a company is deemed to be another’s holding company if, but only if, that other is its subsidiary. (3) For the purposes of this Act, one company is deemed to be affiliated with another company if, but only if, one of them is the subsidiary of the other or both are subsidiaries of the same company or each of them is controlled by the same person. (4) For the purposes of this Act, a company is deemed to be controlled by another company or person or by 2 or more companies if, but only if, (a) shares of the first‑mentioned company carrying more than 50% of the votes for the election of directors are held, otherwise than by way of security only, by or for the benefit of that other company or person or by or for the benefit of those other companies, and (b) the votes carried by those shares are sufficient, if exercised, to elect a majority of the board of directors of the first‑mentioned company. (5) Repealed 2020 c25 s2(3). (6) If a company whose sole shareholder is the Crown in right of Alberta or the shareholders or directors of such a company are empowered or required by this or any other Act to pass a resolution, the resolution is deemed to be passed if it is signed by the member of the Executive Council charged with the administration of the Act pursuant to which the Crown acquired the shares of the company and any requirement to hold a meeting does not apply. RSA 2000 cC‑21 s2;2020 c25 s2(3) Limited application of Act 2.1 Notwithstanding anything in this Act, on and after February 1, 1982, no company shall be incorporated or registered under this Act except under Part 9. RSA 2000 cC‑21 s2.1;2020 c25 s2(4) Part 1 Application of Act Existing companies 3 (1) This Act applies to existing companies in the same manner, (a) in the case of a company limited by shares, as if the company had been formed and incorporated under this Act as a company limited by shares, and (b) in the case of a company limited by guarantee, as if the company had been formed and incorporated under this Act as a company limited by guarantee. (c) repealed 2020 c25 s2(5). (2) A reference, express or implied, to the date of incorporation shall be construed as a reference to the date at which the existing company was incorporated under the Act or Ordinance, as the case may be, under which it was incorporated. (3) The articles of an existing company shall, so far as they are not contrary to any express provision of this Act, remain in force until altered or rescinded. RSA 2000 cC‑21 s3;2020 c25 s2(5) Non-application of Act to corporations 3.1 This Act does not apply to a corporation as defined in the Business Corporations Act . 1981 cB‑15 s284(5) Partial application of Act 4 Every company heretofore or hereafter incorporated by Act of the Legislature is subject to and shall comply with sections 6, 86, 87, 93, 118 to 121, 133, 162 and 304 of this Act, and in the case of any conflict between those sections and any section of the Act of incorporation those sections prevail, except to the extent the Act of incorporation expressly exempts the company from any of those sections. RSA 2000 cC‑21 s4;RSA 2000 cI‑3 s853; RSA 2000 cR‑4 s58;2002 c30 s27 Winding‑up 5 Division 3 of Part 10 applies, with all necessary modifications, to the winding‑up of any company, society, or association incorporated by or under any Act of the Legislature, unless the Act contains other provisions to the contrary, and applies so far as the jurisdiction of the Court extends, to the winding‑up of the affairs of any other company. RSA 1980 cC‑20 s5 Companies formed by special Act 6 Every company heretofore or hereafter incorporated by an Act of the Legislature and whose nominal or authorized capital is increased by an order of the Lieutenant Governor in Council, by a resolution or otherwise, shall pay to the Registrar the same fee in respect of the increase as a company that is formed under this Act and that increases its capital is required to pay. RSA 1980 cC‑20 s6 Part 2 General Provisions 7 Repealed 1981 cB‑15 s284(5). Extra-territorial capacity of Provincial corporations 8 (1) For the purposes of this section, the expression “charter” includes any Act, letters patent under the Great Seal, certificate of incorporation, memorandum of association, declaration or other instrument by or under which a corporation has been or may be incorporated in Alberta. (2) Every corporation heretofore or hereafter created within Alberta by or under any Act of the Legislature or by or under any Ordinance of the Northwest Territories and subject to the legislative authority of the Legislature has, and is deemed to have always had, capacity to accept powers to effect its objects or purposes outside Alberta from any authority lawfully competent to confer those powers, except where its operations are confined to Alberta by some express provision in its charter or an Act of the Legislature. (3) An express provision in the charter of a corporation confining the operations of the corporation to Alberta may be abrogated in the same manner as the objects or purposes of the corporation may by law be altered. RSA 1980 cC‑20 s8 Property in joint tenancy 9 (1) For the purposes of this section “corporation” means a corporation heretofore or hereafter created within Alberta by or under any Act of the Legislature, and a corporation heretofore incorporated by or under any Ordinance of the Northwest Territories, and subject to the legislative authority of the Legislature, and includes any other company lawfully carrying on business in Alberta. (2) Every corporation is capable of acquiring and holding real or personal property in joint tenancy in the same manner as if it were an individual, and when a corporation and an individual, or 2 or more corporations, become entitled to any property under circumstances or by virtue of any instrument that would, if the corporation had been an individual, have created a joint tenancy, they are entitled to the property as joint tenants. (3) Notwithstanding subsection (2), the acquisition and holding of property by a corporation in joint tenancy is subject to the like conditions and restrictions that attach to the acquisition and holding of property by a corporation in severalty. (4) When a corporation is joint tenant of any property, then on its dissolution the property devolves on the other joint tenant. RSA 1980 cC‑20 s9 Use of word “ limited ” , etc. 10 No person or persons shall trade or carry on business within Alberta under any name or title of which “limited” or “Ltd.,” “limited liability,” or “limited, non‑personal liability” is or are the last word or words, unless duly incorporated with limited liability and entitled to use that word or those words, and every person so trading or carrying on business is guilty of an offence and liable to a fine not exceeding $25 for every day on which that name or title has been used. RSA 1980 cC‑20 s10 Name of company 11 (1) A company shall not be incorporated under a name (a) that is known by the Registrar to be the same as the name of an existing corporation, (b) that suggests or implies a connection with the Crown or any member of the Royal family or the Government of Canada or the government of any province or territory of Canada or any department, branch, bureau, service, agency or activity of any such government without the consent in writing of the appropriate authority, (c) that includes the word “co‑operative” or any abbreviation or derivation thereof, or (d) that in the opinion of the Registrar is objectionable. (2) A company shall not be incorporated under this Act under a name that is known by the Registrar to be the same as that of a dissolved corporation. (3) A company shall not be incorporated under this Act under a name that is known to the Registrar to be similar to the name of any other company if the use of that name by the company would be likely to deceive, unless the other company consents in writing to its name being given in whole or in part to the company and, if required by the Registrar, undertakes to dissolve or to change its name within 6 months after the incorporation of the company. (4) Where a company gives an undertaking to dissolve or change its name and the undertaking is not carried out within 6 months, the Registrar may, by notice in writing, giving the Registrar’s reasons, direct the company to change its name to one that the Registrar approves within 60 days after the date of the notice. (5) If a company, through inadvertence or otherwise, has been or is given a name that is the same as or is similar to the name of any other company that has previously been carrying on business or been incorporated in Alberta or that is objectionable for any reason, the Registrar, after the Registrar has given notice to the company of the Registrar’s intention to do so, may by order change the name of the company. (6) Repealed 1984 c12 s3. (7) Subsections (1), (3) and (4) do not apply to a company incorporated by or under an Act of the Parliament of Canada. (8) Repealed 2020 c25 s2(6). RSA 2000 cC‑21 s11;2020 c25 s2(6) Change of name 12 (1) A person who feels aggrieved by reason of (a) the refusal of the Registrar to incorporate a company pursuant to section 11(1) or (3), (b) the refusal of the Registrar to make an order under section 11(5) to change the name of a company, (c) a notice given by the Registrar under section 11(5) of the Registrar’s intention to make an order to change the name of a company, or (d) the refusal by the Registrar to give the Registrar’s approval under section 32(1) to a change of the name of a company, (e) repealed 2020 c25 s2(7), may appeal the Registrar’s refusal, notice or approval to the Court by way of originating notice and on at least 7 days’ notice to the Registrar and to any other persons that the Court directs. (2) The Court may dismiss the appeal or direct the Registrar to withdraw the Registrar’s refusal or notice or revoke the Registrar’s approval, as the case may be. (3) Repealed 2020 c25 s2(7). RSA 2000 cC-21 s12;2020 c25 s2(7) Powers of companies 13 (1) No company shall be formed under this Act, nor has a company power under this Act (a) to issue any note payable to the bearer thereof, or any promissory note intended to be circulated as money or as the note of a bank, or to engage in the business of banking, (b) repealed RSA 2000 cR‑4 s58, (c) to carry on the business of insurance, (d) to execute the office of executor, administrator, trustee, receiver, assignee, liquidator, guardian of a minor’s estate or committee of a lunatic’s estate, except as is expressly authorized by this Act, (e) to construct or operate a telegraph or telephone system, except as is expressly authorized by this Act, or (f) to carry on any of the business usually or ordinarily carried on by a stock exchange or to provide, for the marketing of any shares, stocks or other securities of any company or corporation, the facilities that are ordinarily and usually afforded by a stock exchange. (2) Repealed by Revision. RSA 2000 cC‑21 s13;RSA 2000 cR‑4 s58 Loans 14 (1) A public company shall not make any loan to any of its shareholders or directors or give, whether directly or indirectly and whether by means of a loan, guarantee, the provision of security or otherwise, any financial assistance for the purpose of or in connection with a purchase made or to be made by any person of any shares in the company. (2) Nothing in subsection (1) shall be taken to prohibit (a) the lending of money by the company in the ordinary course of its business when the lending of money is part of the ordinary business of the company, (b) the making by a company of loans to persons who are, in good faith, in the employment of the company, whether directors or otherwise, with a view to enabling or assisting those persons to erect or purchase dwelling houses for their own occupation, (c) the provision by a company, in accordance with any scheme for the time being in force, of money for the purchase by trustees of fully paid up shares in the capital stock of the company, to be held by or for the benefit of employees of the company, including any director holding a salaried employment or office in the company, or (d) the making by a company of loans to persons in the employment of the company, including directors holding salaried employment, with a view to enabling those persons to purchase fully paid‑up shares in the capital stock of the company, to be held by themselves by way of beneficial ownership. (3) If a loan is made by a public company in contravention of subsection (1), all directors and officers of the company making it or assenting to it are, until repayment of the loan, jointly and severally liable to the company and any person injured for any loss, damage or costs that the company or person sustained or incurred by reason of the contravention of subsection (1). (4) Notwithstanding subsection (3), (a) the liability of the directors and officers of a company under this section is limited to the amount of the loan made in contravention of subsection (1) with interest at the rate, if any, stipulated for in the loan, and (b) a director shall not be held liable for a contravention of subsection (1) if the director proves that the contravention was not due to any misconduct or negligence on the director’s part. (5) Proceedings to recover any loss, damage or costs sustained or incurred by reason of a contravention of subsection (1) may not be commenced after the expiration of 2 years from the date on which the loss, damage or costs were sustained or incurred. RSA 1970 c60 s14 Part 3 Incorporation and Organization Division 1 Memorandum of Association Formation of companies 15 (1) Any 3 or more persons (or in the case of a private company, any 2 or more persons) associated for any lawful purpose permitted by this Act 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 limited liability, that is to say, (a) a company limited by shares, or (b) a company limited by guarantee. (c) repealed 2020 c25 s2(8). (2) , (3) Repealed 2020 c25 s2(8). (4) Repealed by Revision. (5) Repealed 1994 cM‑26.1 s642(9). (6) The memorandum must (a) contain the name and address of each subscriber, (b) contain the number and class of shares taken by each subscriber, (c) contain the name and relationship to the company of a representative of the company authorized to sign the memorandum on behalf of the company, and (d) be signed by the representative of the company referred to in clause (c). (7) In the case of a company having a share capital, no subscriber of the memorandum may take less than one share. RSA 2000 cC-21 s15;2020 c25 s2(8) Company limited by shares 16 (1) In the case of a company limited by shares, the memorandum shall state (a) the name of the company, with “Limited” or “Ltd.” as the last word thereof, (b) the objects of the company, (c) that the liability of the members is limited, and (d) particulars of the share capital with which the company proposes to be incorporated, which may be (i) divided into shares of a fixed amount, (ii) divided into shares without nominal or par value, or (iii) divided into shares comprised partly of one of the foregoing classes and partly of the other. (2) to (4) Repealed by Revision. (5) Repealed 2020 c25 s2(9). RSA 2000 cC‑21 s16;RSA 2000 cH‑7 s146;2020 c25 s2(9) Company limited by guarantee 17 (1) In the case of a company limited by guarantee the memorandum shall state (a) the name of the company, with “Limited” or “Ltd.” as the last word in its name, (b) the objects of the company, (c) that the liability of the members is limited, and (d) that each member undertakes to contribute to the assets of the company in the event of its being wound up while he or she is a member, or within one year afterwards, for payment of the debts and liabilities of the company contracted before he or she ceases to be a member, and of the costs, charges and expenses of winding‑up, and for adjustment of the rights of the contributories among themselves, such amount as may be required, not exceeding a specified amount. (2) When the company has a share capital the memorandum shall also state the amount of share capital with which the company proposes to be registered as hereinbefore provided in the case of a company limited by shares. (3) When the company has not a share capital, every provision in the memorandum or articles or in any resolution of the company that purports to give any person a right to participate in the divisible profits of the company otherwise than as a member is void. (4) For the purpose of provisions of this Act relating to the memorandum of the company, every provision in the memorandum or articles or in any resolution of the company purporting to divide the undertaking of the company into shares or interests shall be treated as a provision for a share capital, notwithstanding that the nominal amount or number of the shares or interests is not specified thereby. RSA 2000 cC-21 s17;2020 c25 s2(10) Use of Limited or Ltd. 18 Notwithstanding section 16 or 17, (a) a company with “Limited” as the last word in the name thereof may use the abbreviation “Ltd.”, and (b) a company with “Ltd.” as the last word in the name thereof may use the word “Limited”, and reference thereto may be made in the same manner. RSA 1970 c60 s18 19 Repealed 2020 c25 s2(11). Powers of company 20 (1) For the purpose of carrying out its objects, a company has the following powers, except those of them expressly excluded by the memorandum: (a) the power to purchase, take on lease or in exchange, hire, or otherwise acquire and hold any real and personal property and any rights or privileges that the company may think necessary or convenient for the purposes of its business; (b) the power to construct, improve, maintain, develop, work, manage, carry out or control any roads, ways, tramways, branches or sidings, bridges, reservoirs, watercourses, wharves, manufactories, warehouses, electric works, shops, stores and other works and conveniences that may seem calculated, directly or indirectly, to advance the company’s interests, and the power to contribute to subsidize, or otherwise assist or take part in the construction, improvement, maintenance, working, management, carrying out or control thereof; (c) the power to acquire and undertake the whole or any part of the business, property and liabilities of any person or company, wheresoever incorporated, carrying on any business that the company is authorized to carry on, or possessed of property suitable for the purposes of the company; (d) the power to apply for, purchase or otherwise acquire any patents, licences, concessions, and the like, conferring any exclusive or non‑exclusive or limited right to use, or any secret or other information as to any invention capable of being used for any of the purposes of the company or the acquisition of which may seem calculated, directly or indirectly, to benefit the company, and the power to use, exercise, develop, or grant licences in respect of, or otherwise turn to account the property, rights, or information so acquired; (e) the power to enter into partnership or into any arrangement for sharing of profits, union of interests, co‑operation, joint adventure, reciprocal concessions or otherwise with any person or company, wheresoever incorporated, carrying on or engaged in or about to carry on or engage in any business or transaction that the company is authorized to carry on or engage in, or any business or transaction capable of being conducted so as, directly or indirectly, to benefit the company; (f) the power to enter into with any governments or authorities (municipal, local or otherwise), any agreements that seem conducive to the company’s objects or any of them, the power to obtain from any such government or authority any rights, privileges, and concessions that the company thinks it desirable to obtain, and the power to carry out, exercise, and comply with any such arrangements, rights, privileges, and concessions; (g) the power to take or otherwise acquire and hold the shares, stock, debentures, or other securities of any company, wheresoever incorporated, having objects altogether or in part similar to those of the company, or carrying on any business capable of being conducted so as, directly or indirectly, to benefit the company, and the power to sell or reissue, with or without guarantee, or otherwise deal with items; (h) the power to borrow or raise or secure the payment of money in any manner the company thinks fit, and, without limiting the generality of the foregoing, by the issue of debentures or debenture stock, perpetual or otherwise, charged on all or any of the company’s property (both present and future), including its uncalled capital, and the power to purchase, redeem, or pay off any such securities; (i) the power to adopt any means of making known the products of the company that seems expedient, and in particular by advertising in the press, by circulars, by purchase and exhibition of works of art or interest, by publication of books and periodicals, and by granting prizes, rewards, and donations; (j) the power to lend money to any person or company, wheresoever incorporated, having dealings with the company or with whom the company proposes to have dealings, and the power to guarantee the contracts of any such person or company; (k) the power to raise and assist in raising money for, and to aid by way of bonus, loan, promise, endorsement, guarantee or otherwise, any person or company with whom or which the company may have business relations or any of whose shares, securities or other obligations are held by the company and to guarantee the performance or fulfilment of any contracts or obligations of any such person or company, and in particular to guarantee the payment of the principal of and interest on securities, mortgages and liabilities of any such person or company; (l) repealed 2020 c25 s2(12); (m) the power to promote any company or companies for the purpose of acquiring all or any of the property and liabilities of the company or for any other purpose that seems, directly or indirectly, calculated to benefit the company; (n) the power to remunerate any person or company, wheresoever incorporated, for services rendered or to be rendered in placing or assisting to place or guaranteeing the placing of any of the shares in the company’s capital or any debentures, debenture stock or other securities of the company, or in or about the formation or promotion of the company or the conduct of or the sale or disposition of its business; (o) the power to draw, make, accept, endorse, execute and issue promissory notes, bills of exchange, bills of lading, warrants, and other negotiable or transferable instruments; (p) the power to carry on any business capable of being conveniently carried on in connection with the business of the company, or calculated, directly or indirectly, to enhance the value of or render profitable any of the company’s property or rights; (q) the power to sell, improve, manage, develop, exchange, lease, dispose of, turn to account or otherwise deal with all or any part of the property and rights of the company; (r) the power to invest and deal with any money of the company that is not immediately required, in any manner from time to time determined; (s) the power to establish and support or aid in the establishment and support of associations, institutions, funds, trusts and conveniences calculated to benefit employees or ex‑employees of the company or its predecessors in business, or the dependants or connections of those persons, and the power to grant pensions and allowances and to make payments towards insurance and to subscribe or guarantee money for charitable or benevolent objects or for any exhibition or for any public, general or useful object; (t) the power to procure the registration and recognition of the company in any foreign country or place, and the power to designate persons therein, according to the laws of the foreign country or place, to represent the company, and to accept service for and on behalf of the company of any process or suit; (u) the power to carry out all or any of the objects of the company and do all or any of the above things as principals, agents, contractors, or otherwise, and either alone or in conjunction with others; (v) the power to do all other things incidental or conducive to the attainment of the objects and the exercise of the powers of the company. (2) , (3) Repealed 2020 c25 s2(12). (4) A company has, as ancillary and incidental to the objects set forth in the memorandum, the power to sell or dispose of the undertaking of the company or any part thereof for any consideration the company thinks fit, unless the power is expressly excluded by the memorandum. RSA 2000 cC-21 s20;2020 c25 s2(12) Division 2 Articles of Association Articles of association 21 (1) The articles of association of a company shall be registered with the memorandum. (2) The articles must (a) contain the name of each subscriber to the memorandum, (b) contain the name and relationship to the company of a representative of the company authorized to sign the articles on the company’s behalf, and (c) be signed by the representative of the company referred to in clause (b). RSA 2000 cC-21 s21;2020 c25 s2(13) Company without share capital 22 In the case of a company limited by guarantee and not having a share capital articles of association prescribing regulations for the company shall be registered with the memorandum. RSA 2000 cC‑21 s22;2018 c20 s3 23 and 24 Repealed 2020 c25 s2(14). Division 3 Registration and Incorporation Delivery of memorandum and articles 25 (1) The applicants for incorporation shall deliver the memorandum and the articles to the Registrar, and if all other requirements of this Act precedent to incorporation have been complied with, the Registrar shall register them. (2) An application for incorporation must be accompanied by (a) a notice of the appointment of the company’s agent for service in the form required by the Registrar, and (b) the documents relating to corporate names that are prescribed by the regulations. RSA 2000 cC‑21 s25;2020 c25 s2(15) Certificate of incorporation 26 (1) On the registration of the memorandum of a company, the Registrar shall issue a certificate showing that the company is incorporated. (2) If the memorandum and the articles of the company as registered by the Registrar under section 25 do not in fact comply with all the requirements of this Act and the Registrar by inadvertence issues a certificate under subsection (1), the company shall on the Registrar’s request file with the Registrar any documents the Registrar requires, and thereupon the Registrar may correct the register and issue a corrected certificate. RSA 2000 cC-21 s26;2020 c25 s2(16) Conclusiveness of certificate 27 A certificate of incorporation given by the Registrar in respect of a company is conclusive proof that all the requirements of this Act in respect of registration and of matters precedent and incidental to incorporation have been complied with, and that the company is a company authorized to be registered and duly registered under this Act. RSA 1980 cC‑20 s27 Effect of incorporation 28 From the date of incorporation mentioned in the certificate of incorporation the subscribers, together with the other persons that from time to time become members of the company, are a corporation by the name contained in the memorandum, capable of exercising all the functions of an incorporated company, and having perpetual succession and a common seal, with power to hold land, but with such liability on the part of the members to contribute to the assets of the company in the event of its being wound up as is mentioned in this Act. RSA 1980 cC‑20 s28 Effect of memorandum and articles 29 (1) The memorandum and articles bind the company and the members thereof to the same extent as if they respectively had been signed and sealed by each member, and contained covenants on the part of each member, the member’s heirs, executors, and administrators, and in the case of a corporation, its successors, to observe all the provisions of the memorandum and of the articles, subject to the provisions of this Act. (2) All money payable by any member to the company under the memorandum or articles is a debt due from the member to the company and in the nature of a specialty debt. RSA 2000 cC‑21 s29;2020 c25 s2(17) Division 4 Agent for Service Agent for service 29.1 (1) A company shall appoint an agent for service who shall be a resident Albertan. (2) The company shall ensure that the address of its agent for service is an office that is (a) accessible to the public during normal business hours, and (b) readily identifiable from the address or other description given in a notice under subsection (3) or section 25(2)(a).

(3) The company shall forthwith give to the Registrar a notice of any change in the name, address or other contact information of the agent for service in the form required by the Registrar. (4) An agent for service for a company who intends to resign shall give not less than 60 days’ notice to the company at its registered office, and the company shall give to the Registrar a copy of the notice. (5) If the agent for service of a company dies or the agent’s appointment is revoked, the company shall (a) give to the Registrar a notice to that effect, and (b) forthwith appoint a new agent for service and give to the Registrar a notice of the appointment of its new agent for service in the form required by the Registrar. 2020 c25 s2(18) Alternative agent for service 29.2 (1) A company may appoint an alternative agent for service who shall be a resident Albertan. (2) Forthwith after the appointment of an alternative agent for service, the company shall give to the Registrar a notice of the appointment in the form required by the Registrar. (3) The company shall forthwith give to the Registrar a notice of any change in the name, address or other contact information of the alternative agent for service in the form required by the Registrar. (4) An alternative agent for service for a company who intends to resign shall give not less than 60 days’ notice to the company at its registered office, and the company shall give to the Registrar a copy of the notice. (5) If the alternative agent for service of a company dies or the alternative agent’s appointment is revoked, the company shall give to the Registrar a notice to that effect. 2020 c25 s2(18) Part 4 Alteration of Constitution Division 1 Memorandum of Association Power to alter memorandum 30 A company shall not alter the conditions contained in its memorandum, except in the cases and in the mode and to the extent for which express provision is made in this Act. RSA 1980 cC‑20 s30 Alterations in memorandum 31 (1) If an alteration is made in the memorandum of a company, every copy of the memorandum issued after the date of the alteration shall be in accordance with the alteration. (2) Every company that defaults in complying with this section is guilty of an offence. RSA 1980 cC‑20 s31 Change of name 32 (1) A company may, by special resolution and with the approval of the Registrar signified in writing, change its name. (1.1) Unless otherwise provided by the Registrar, the special resolution filed with the Registrar shall be accompanied by the documents relating to corporate names that are prescribed by the regulations. (2) When the special resolution has been filed with the Registrar and all lawful requirements of the Registrar in respect of returns or reports due from the company under this Act have been complied with, the Registrar shall issue a certificate showing the change of name. (a) - (c) repealed 2020 c25 s2(19). (3) The change of name does not affect any rights or obligations of the company, nor render defective any legal proceedings by or against the company, and any legal proceedings that might have been continued or commenced against it by its former name may be continued or commenced against it by its new name. RSA 2000 cC-21 s32;2020 c25 s2(19) Change in registered office 33 (1) A company may by special resolution change the place within Alberta at which the registered office is to be situated. (2) The powers conferred by this section may if the memorandum or articles so provide be exercised by ordinary resolution of the company or by resolution of the directors. (3) A resolution under this section does not take effect until a copy has been filed with the Registrar and when the resolution has been so filed the Registrar shall issue a certificate showing the alteration effected by the resolution. RSA 2000 cC-21 s33;2020 c25 s2(20) Objects Alteration of objects or powers 34 (1) Subject to 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, (b) to attain its main purpose by new or improved means, (c) to carry on some business that, 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) Notwithstanding subsection (1), a company may by ordinary resolution alter its memorandum so as to include or exclude any or all of the powers authorized by section 20(1). (3) A company that alters its memorandum by resolution under subsection (1) or (2) shall file with the Registrar a copy of the resolution and the memorandum as altered, and on receipt of the copy the Registrar shall register the memorandum and issue a certificate confirming the resolution and the memorandum as altered. (4) No resolution or alteration to the memorandum has effect until the Registrar issues a certificate under subsection (3). (5) A certificate issued by the Registrar under subsection (3) is conclusive proof that all the requirements of this Act with respect to the alteration and the confirmation of the resolution have been complied with, and on issuance of the certificate the memorandum as altered becomes the memorandum of the company. (6) to (8) Repealed 2020 c25 s2(21). (9) Every company that defaults in filing with the Registrar any document required by this section to be filed with the Registrar is guilty of an offence. RSA 2000 cC-21 s34;2020 c25 s2(21) Share Capital Restrictions on calling up uncalled capital 35 A limited company may by special resolution determine that any portion of its share capital that has not been already called up will not be capable of being called up, except in the event and for the purposes of the company being wound up, and thereupon that portion of its share capital is not capable of being called up except in the event and for the purposes aforesaid. RSA 1980 cC‑20 s35 Alteration of share capital 36 (1) A company having a share capital, if authorized by its articles, may by special resolution (a) increase the maximum price or consideration for which shares without nominal or par value may be issued, where that maximum price or consideration has been stated in the memorandum or articles, (b) cancel shares that, at the date of the passing of the resolution in that behalf, have not been taken or agreed to be taken by any person, and diminish the amount of its share capital by the amount of the shares cancelled or in the case of the cancellation of shares without nominal or par value, by the number of shares cancelled, (c) cancel paid‑up shares that are surrendered to the company by way of gift, and, if the resolution so provides, diminish the amount of its share capital by the amount of the shares or in the case of shares without nominal or par value by the number of the shares cancelled, and (d) cancel paid‑up shares that are acquired by a company on a distribution of the assets of another company under liquidation proceedings, and, if the resolution so provides, diminish the amount of its share capital by the amount of the shares cancelled, or in the case of shares without nominal or par value, by the number of shares cancelled. (2) The powers conferred by this section may, if the articles so provide, be exercised by ordinary resolution of the company or by resolution of the directors. (3) A cancellation of shares pursuant to this section shall not be deemed to be a reduction of share capital within the meaning of sections 38 to 41. (4) A resolution under this section does not take effect until a copy has been filed with the Registrar, and the proper fees paid to him, and when the resolution has been so filed and the fees paid, the Registrar shall issue a certificate showing the alteration effected by the resolution. RSA 2000 cC-21 s36;2020 c25 s2(22) Consolidation, Subdivision, etc., of Share Capital Consolidation, subdivision, etc., of share capital 37 (1) A company having a share capital, if so authorized by its articles, may by special resolution alter the conditions of its memorandum as follows: (a) it may increase its share capital by the creation of new shares of an amount, or of the number of new shares without nominal or par value, that it thinks expedient; (b) it may consolidate and divide all or any of its share capital having a par value into shares of larger amount than its existing shares; (c) it may convert all or any of its paid‑up shares into stock, and reconvert that stock into paid‑up shares of any denomination, or without nominal or par value; (d) it may subdivide its shares having a par value, or any of them, into shares of smaller amount than its existing shares, so, however, that in the subdivision the proportion between the amount paid and the amount, if any, unpaid on each reduced share shall be the same as it was in the case of the share from which the reduced share is derived. (2) When a company having a share capital has converted any of its shares into stock, all the provisions of this Act that are applicable to shares only cease to apply as to so much of the share capital as it converted into stock, and the register of members of the company shall be altered accordingly. (3) A resolution under this section does not take effect until a copy has been filed with the Registrar, and when the resolution has been so filed the Registrar shall issue a certificate showing the alteration effected by the resolution. RSA 2000 cC-21 s37;2020 c25 s2(23) Reorganization of Share Capital Powers of company to reorganize share capital 38 (1) A company having a share capital (a) may, by special resolution, modify the provisions contained in its memorandum so as to reorganize its share capital in any way, and without prejudice to the generality of the foregoing power may modify or alter its memorandum so as to (i) consolidate shares of different classes, (ii) divide its shares into shares of different classes, (iii) vary the rights attached to any class of shares, (iv) subject to section 81, convert shares of a fixed amount into shares without nominal or par value, or (v) convert shares without nominal or par value into shares of a fixed amount, but no preference or special privilege attached to or belonging to any class of shares shall be interfered with except by a resolution passed by a majority in number of shareholders of that class and holding 75% of the share capital of that class, and every resolution so passed binds all shareholders of the class, and (b) may, by special resolution, alter its memorandum so as to reduce its share capital in any way, and without prejudice to the generality of the foregoing power may modify or alter its memorandum so as to (i) extinguish or reduce the liability on any of its shares in respect of share capital not paid up, (ii) either with or without extinguishing or reducing liability on any of its shares, cancel any paid‑up share capital that is lost or unrepresented by available assets, or (iii) either with or without extinguishing or reducing liability on any of its shares, pay off any paid‑up share capital that is in excess of the wants of the company. (2) Repealed 2020 c25 s2(24). (3) The Registrar shall issue a certificate showing the alteration effected by the resolution. RSA 2000 cC-21 s38;2020 c25 s2(24) Objections by creditors 39 (1) If the proposed reduction of share capital involves either diminution of liability in respect of unpaid share capital or the payment to any shareholder of any paid‑up share capital, and in any other case if the Court so directs, every creditor of the company who at the date fixed by the Court is entitled to any debt or claim that, if that date were the commencement of the winding‑up of the company, would be admissible in proof against the company, is entitled to object to the reduction. (2) The Court shall settle a list of creditors so entitled to object, and for that purpose shall ascertain, as far as possible without requiring an application from any creditor, the names of those creditors and the nature and amount of their debts or claims, and may publish notices fixing a day or days within which creditors not entered on the list are to claim to be so entered or are to be excluded from the right of objecting to the reduction. (3) If a creditor who is entered on the list and whose debt or claim is not discharged or determined does not consent to the reduction, the Court may, if it thinks fit, dispense with the consent of that creditor, on the company securing payment of the creditor’s debt or claim by appropriating, as the Court may direct, the following amount: (a) if the company admits the full amount of the creditor’s debt or claim, or, though not admitting it, is willing to provide for it, then the full amount of the debt or claim; (b) if the company does not admit or is not willing to provide for the full amount of the debt or claim, or if the amount is contingent or not ascertained, then an amount fixed by the Court after the like inquiry and adjudication as if the company were being wound up by the Court. (4) A company that wilfully conceals the name of any creditor entitled to object to the reduction, or wilfully misrepresents the nature or amount of the debt or claim of any creditor, is guilty of an offence. (5) When a proposed reduction of capital involves either the diminution of any liability in respect of unpaid capital or the payment to any shareholder of any paid‑up capital, if having regard to any special circumstances of the case the Court thinks proper to do so, the Court may direct that this section does not apply as regards any class or any classes of creditors. RSA 1970 c60 s39 Order reducing share capital 40 (1) The Court, if satisfied, with respect to every creditor of the company who under this Act is entitled to object to the reduction, that either the creditor’s consent to the reduction has been obtained or the creditor’s debt or claim has been discharged or has determined, or has been secured, may make an order confirming the resolution for reducing the share capital either wholly or in part and on any terms and conditions it thinks fit. (2) When an order is made under this section, the company shall file with the Registrar, within 15 days from the date of the order or within a further time that the Court may allow, a copy of the order and of a minute which shall be approved by the Court, showing with respect to the share capital of the company, as altered by the order, the amount of the share capital, the number of shares into which it is divided, the amount of each share and the amount, if any, at the date of the registration deemed to be paid up on each share, and the resolution as confirmed by the order does not take effect until the copies have been so filed. (3) When the order and minute have been registered, the Registrar shall issue a certificate, and the Registrar’s certificate is conclusive proof that all the requirements of this Act with respect to reduction of share capital have been complied with, and that the share capital of the company is such as is stated in the minute. (4) With a view to giving proper information to the public, the Court may direct the company to publish the causes that led to and the reasons for the reduction, and notice of the registration with the Registrar, and any other information that the Court may think expedient. (5) The minute when filed and registered shall be deemed to be substituted for the corresponding part of the memorandum of the company and is valid and alterable as if it had originally been contained therein, and shall be embodied in every copy of the memorandum issued after its registration. RSA 2000 cC-21 s40;2020 c25 s2(25) Member ’ s liability re share 41 (1) A member of the company, past or present, is not liable in respect of any share to any call or contribution exceeding in amount the difference, if any, between the amount paid, or, as the case may be, the reduced amount, if any, that is to be deemed to have been paid on the share, and the amount of the share as fixed by the minute. (2) Notwithstanding subsection (1), if any creditor entitled in respect of any debt or claim to object to the reduction of share capital is by reason of the creditor’s ignorance of the proceedings for reduction, or of their nature and effect with respect to the creditor’s claim, not entered on the list of creditors, and after the reduction the company is unable to pay the amount of the creditor’s debt or claim, then (a) every person who was a member of the company at the date of the registration of the order for reduction and minute is liable to contribute for the payment of that debt or claim an amount not exceeding the amount that the person would have been liable to contribute if the company had commenced to be wound up on the day before that registration, and (b) if the company is wound up, the Court, on the application of any such creditor, and proof of the creditor’s ignorance as aforesaid, may, if it thinks fit, settle accordingly a list of persons so liable to contribute, and make and enforce calls and orders on the contributories settled on the list as if they were ordinary contributories in a winding‑up. (3) Nothing in this section affects the rights of the contributories among themselves. RSA 1970 c60 s41 Division 2 Purchase by a Company of its Own Shares Authority to buy back shares 42 (1) Subject to this Division, a company may purchase shares issued by it. (2) Unless its articles otherwise provide, the company shall exercise the power conferred by this section by resolution of the directors. RSA 1980 cC-20 s42 Decrease in issued capital 43 (1) When a company purchases any share issued by it of a class with par value, the issued capital is thereby decreased by an amount equal to the par value of the share. (2) When a company purchases any share issued by it of a class without par value, the issued capital is thereby decreased by an amount equal to the amount obtained by dividing (a) the amount of the consideration received by the company from time to time for which the shares of that class were issued less any reduction of capital with respect to those shares effected by the company in accordance with this Act, by (b) the number of issued shares of that class. (3) Shares which have been issued by a company and purchased by it shall be restored to the status of authorized but unissued shares. RSA 1980 cC-20 s43 Prohibition on purchase 44 (1) A company shall not make any payment to purchase any share issued by it if the directors have reasonable grounds for believing that (a) the company is, or would be after the payment, unable to pay its liabilities as they become due, or (b) the realizable value of the company’s assets would after the payment be less than the aggregate of its liabilities and the paid‑up capital of the remaining shares of every class or kind. (2) Repealed 2020 c25 s2(26). RSA 2000 cC-21 s44;2020 c25 s2(26) Liability of directors 45 (1) Any directors of a company who, contrary to section 44, vote in favour of or consent to a resolution authorizing the company to purchase any share issued by it, are jointly and severally liable to restore to the company any amount so paid and not otherwise recovered by the company. (2) A director who has satisfied a judgment ordered under this section is entitled to contribution from the other directors who voted in favour of or consented to the resolution. (3) If a company has purchased any share in contravention of section 44, (a) any creditor who was a creditor at the time of the purchase, (b) any shareholder, or (c) any director who is liable under subsection (1), may apply to the Court by originating notice for an order compelling the shareholder or former shareholder from whom the share was so purchased to repay to the company an amount equal to the purchase price received for that share. (4) The Court, on application under subsection (3), may (a) order the shareholder or former shareholder from whom the share was purchased to pay to the company an amount equal to the purchase price received for the share purchased in contravention of section 44; (b) order the company to issue an equivalent number of shares to the shareholder or the former shareholder; (c) make any other order that it thinks appropriate. (5) An action to enforce a liability under subsection (1) may be commenced only within 2 years after the date of completion of the purchase. RSA 1980 cC-20 s45 46 Repealed 2020 c25 s2(26). Application of insider trading rules 47 (1) Repealed 2020 c25 s2(27). (2) A private company which under this Division purchases a share issued by it and makes use of any specific confidential information for its own benefit or advantage which, if generally known, might reasonably be expected to affect materially the value of the share, is liable to compensate any shareholder or former shareholder from whom the share was purchased for any direct loss suffered by that person as a result of the purchase, unless the information was known or ought reasonably to have been known by that shareholder or former shareholder at the time of the purchase. (3) An action to enforce any right created by subsection (2) may be commenced only within 2 years after the date of completion of the purchase. RSA 2000 cC-21 s47;2020 c25 s2(27) Offer to purchase 48 (1) Unless all of the shareholders at the date of the purchase have unanimously agreed in writing to the proposed purchase, a company that proposes to purchase shares issued by it shall (a) make its offer to purchase to every shareholder resident in Canada who holds shares of the class or kind to be purchased, and (b) deliver or mail, in the manner prescribed in the articles of the company for sending a notice of a meeting of the shareholders, a copy of the offering circular to each shareholder of record at the time of the offer who is resident in Canada, stating the number and the class or kind of shares which the company proposes to purchase. (c), (d) repealed 2020 c25 s2(28). (2) For the purposes of this section, a shareholder is deemed to be resident in Canada if the shareholder’s latest address shown on the register of members of the company is an address within Canada. (3) Repealed 2020 c25 s2(28). (4) Notwithstanding subsection (1)(a), a company may make its offer to purchase shares issued by it to every shareholder who holds shares of the class or kind to be purchased, wherever resident, in which case subsection (1)(b) applies with all necessary modifications. RSA 2000 cC-21 s48;2020 c25 s2(28) Exception 49 A public company whose shares are listed on a Canadian stock exchange or traded in the over-the-counter market in Canada is not required to comply with section 48. RSA 2000 cC-21 s49;2020 c25 s2(29) 50 Repealed 2020 c25 s2(30). Non-compliance 51 If, in connection with an offer by a company to purchase shares issued by it, the company or its directors do not comply with this Act or the regulations, any interested person may apply to the Court by way of originating notice and on the application the Court may make an order (a) approving the contents of the offering circular with or without variation and requiring distribution of the corrected document to each shareholder entitled to receive it, (b) restraining the distribution of the offering circular, (c) requiring any person to comply with this Act or the regulations, or (d) rescinding the offer. RSA 2000 cC-21 s51;2020 c25 s2(31) Enforceability of contract 52 (1) An action for specific performance lies against a company with respect to a contract with the company providing for the purchase of shares issued by it except to the extent that the company is unable to perform the contract without contravening section 44. (2) In an action brought on a contract referred to in subsection (1), the onus is on the company to prove that performance thereof would contravene section 44. (3) Until the company has fully performed a contract referred to in subsection (1), the shareholder who contracted to sell a share thereunder retains the status of a claimant and is entitled (a) to be paid as soon as the company is lawfully able to do so, or (b) in liquidation, to be ranked subordinate to the rights of creditors and to the rights of any class of shareholders whose rights were in priority to the rights given to the class of shares which the shareholder contracted to sell to the company, but in priority to the rights of the other shareholders. RSA 1980 cC‑20 s52 Purchase by subsidiary company 53 (1) On and after July 19, 1977, a subsidiary company may not acquire any shares of its holding company in excess of 1% of the number of issued shares of the holding company. (2) A subsidiary company that acquires any shares of its holding company pursuant to this section is not entitled to receive any notice of, or to vote at, any meeting of the shareholders of the holding company with respect to those shares. RSA 1980 cC‑20 s53 54 Repealed 2020 c25 s2(32). Division 3 Articles of Association Alteration of articles 55 (1) Subject to this Act and to the conditions contained in its memorandum, a company may by special resolution alter or add to its articles, and any alteration or addition so made is as valid as if it were originally contained in the articles, and is subject in like manner to alteration by special resolution. (2) , (3) Repealed 2020 c25 s2(32). (4) This section applies to (a) resolutions that have been agreed to by all the members of the company, but that, if not so agreed to, would not have been effective for their purpose unless they had been passed as special resolutions, (b) resolutions or agreements that have been agreed to by all the members of some class of shareholders, but that, if not so agreed to, would not have been effective for their purpose unless they had been passed by some particular majority or otherwise in some particular manner, and (c) all resolutions or agreements that effectively bind all members of any class of shareholders, though not agreed to by all those members. RSA 2000 cC-21 s55;2020 c25 s2(32) Division 4 Conversion of Companies 56 Repealed 2020 c25 s2(34). 57 and 58 Repealed 2020 c25 s2(35). Public and Private Companies Conversion of public company into private company 59 Subject to anything contained in the memorandum or articles, a public company may by special resolution alter its memorandum and articles so as to include the provisions necessary for a private company, and to exclude any provisions inconsistent therewith, and on filing the resolution with the Registrar the company is thereupon converted into a private company, and the Registrar shall issue a certificate showing the change in the status of the company. RSA 1980 cC-20 s59 Conversion of private company into public company 60 (1) Subject to anything contained in the memorandum or articles, a private company with 3 or more members may, for the purpose of being converted into a public company, pass a special resolution altering its memorandum and articles so as to exclude the provisions inconsistent with a public company. (2) The resolution does not take effect until the Registrar issues a certificate that the company has been converted from a private company to a public company. (3) On the issue of the certificate of conversion pursuant to subsection (2), the company may carry on as a public company the business authorized by its memorandum of association. RSA 2000 cC-21 s60;2020 c25 s2(36) Failure to comply with conditions 61 (1) If the company fails to comply with the provisions that are included in its memorandum or articles and that constitute it a private company, it ceases to be entitled to the privileges and exemptions conferred on private companies under the sections of this Act relating (a) repealed 2020 c25 s2(37), (b) to the grounds on which a company may be wound up by the Court (section 214), and (c) to the minimum number of members with which a company may continue to carry on business (section 312), and thereupon those sections apply to the company as if it were not a private company. (2) Notwithstanding subsection (1), the Court, on being satisfied that the failure to comply with the provisions was accidental or due to inadvertence or to some other sufficient cause, or that on other grounds it is just and equitable to grant relief, may, on the application of the company or any other person interested, and on any terms and conditions that seem to the Court just and expedient, order that the company be relieved from such consequences as aforesaid. RSA 2000 cC-21 s61;2020 c25 s2(37) General Provisions as to Conversions Conversion not to affect debts 62 No conversion of a company taking effect under this Part affects any debts, liabilities, obligations or contracts incurred or entered into by, to, with or on behalf of the company before the conversion, and any legal proceedings in respect thereof may be continued or commenced against it in the same manner as if the conversion had not taken place. RSA 1980 cC-20 s62 Company in default 63 If a company has failed to send or file any return, notice, or document required to be filed with or sent to the Registrar, the Registrar may refuse to issue a certificate of conversion until the lawful requirements have been fulfilled. RSA 1980 cC-20 s63 Changes in payment of dividends 63.1 If on February 1, 1982, a company by its memorandum or articles prohibits the payment of dividends to its members, no amendment may thereafter be made to the memorandum or articles to remove or qualify that prohibition. 1981 cB‑15 s284(5) Part 5 Membership and Shares Division 1 Membership Entry of subscribers in register 64 The subscribers of the memorandum of a company shall be deemed to have agreed to become members of the company. RSA 2000 cC-21 s64;2020 c25 s2(38) Copy of memorandum and articles and resolutions 65 (1) A company shall send to a member, at the member’s request, a copy of the memorandum and articles of the company and a copy of any special or ordinary resolution passed by the company. (2) A company that defaults in complying with the requirements of this section is guilty of an offence. RSA 2000 cC-21 s65;2020 c25 s2(39) Register of members 66 (1) Every company shall keep in one or more books a register of its members, and shall enter therein the following particulars: (a) the full names and addresses of the subscribers of the memorandum and of every other person who agrees to become a member of the company and of every person described in the register as representing a named mortgagor, another person or an estate; (b) the date at which each person was entered in the register as a member; (c) the date at which any person ceased to be a member; (d) in the case of a company having a share capital, the number or nominal amount and the class of the shares held by each member and the amount paid or agreed to be considered paid on each of the member’s shares; (e) in the case of a company not having a share capital, the nature of the interest held by each member, and the amount paid or agreed to be considered as paid in respect of the member’s interest; (f) particulars of the transfer by any member of the member’s shares or other interests; (g) in the case of a person described in the register as representing a named mortgagor, another person or an estate, a description of the capacity in which that person represents the person or estate, and the name of the estate or person so represented. (2) A company that fails to comply with this section is guilty of an offence. (3) The register of members shall be admitted in evidence, in the absence of evidence to the contrary, as proof of any matters by this Act directed or authorized to be inserted therein. RSA 2000 cC-21 s66;2018 c20 s3;2020 c25 s2(40) 67 Repealed 2020 c25 s2(41). Rectification of register 68 (1) When (a) the name of any person is, without sufficient cause, entered in or omitted from the register of members of a company, or (b) default is made or unnecessary delay takes place in entering on the register the fact of any person having ceased to be a member, the person aggrieved or any member of the company or the company may apply to the Court for rectification of the register. (2) The Court may either refuse the application, or may direct rectification of the register and payment by the company of any damages sustained by any party aggrieved. (3) On an application under this section, the Court may decide any question relating to the entitlement of any person who is a party to the application to have the person’s name entered in or omitted from the register, whether the question arises between members or alleged members or between members or alleged members on the one hand, and the company on the other, and generally may decide any question necessary or expedient to be decided for rectification of the register. (4) Repealed 2020 c25 s2(41). RSA 2000 cC-21 s68;2020 c25 s2(41) Register, where kept and inspection 69 (1) The register of members, commencing from the date of the registration of the company, shall be kept at the registered office of the company, and, except when closed under the provisions of this Act, shall during business hours (subject to any reasonable restrictions that the company in general meeting may impose, so that not less than 2 hours in each day is allowed for inspection) be opened to the inspection of any member or any other person free of charge. (2) A member or other person may require a copy of the register, or of any part thereof, or of the annual list of members and summary, or of any part thereof. (3) A company that refuses any inspection or copy required under this section is guilty of an offence, and the Court may order that an inspection be allowed or a copy furnished within any time it considers fit. RSA 2000 cC-21 s69;2020 c25 s2(42) Register of members 70 (1) Notwithstanding section 69, a company may keep the register of members at the head office or any branch office in Alberta of any trust corporation. (2) If the register of members is kept at the head office or branch office of a trust corporation, the trust corporation is subject to the provisions of this Act respecting the register in the same manner and to the same extent as if the register were kept at the registered office of the company but the trust corporation is not under any circumstances entitled to a lien on the register. RSA 1980 cC‑20 s70;1991 cL‑26.5 s335(12) Power to close register 71 On giving notice by advertisement in some newspaper circulating in the district in which the registered office of the company is situated, the directors may close the register of members for any time or times not exceeding in the whole 30 days in each year. RSA 1980 cC-20 s71 Trusts not to be entered on register 72 (1) Subject to section 78, no notice of any trust, express, implied, or constructive, shall be entered on the register, nor is it receivable by the Registrar. (2) The company is not bound to see to the execution of any trust, express, implied or constructive, and the receipt of any person whose name is entered in the register is a valid discharge to the company for any dividend or sum payable in respect of any share or other interest held by that person. RSA 1980 cC-20 s72 Branch register outside Province 73 (1) A company having a share capital may, if so authorized by its articles, cause to be kept in any one or more provinces, states or countries a branch register or branch registers of members resident outside Alberta. (2) to (6) Repealed 2020 c25 s2(43). RSA 2000 cC-21 s73;2020 c25 s2(43) Division 2 Shares Nature of shares 74 The shares or other interest of any member in a company is personal estate, transferable in the manner provided by the articles of the company, and shall not be deemed to be of the nature of real estate. RSA 1980 cC-20 s74 Certificate of shares 75 (1) Every member of a company is entitled without payment to a certificate signed by the proper officers in accordance with the company’s articles in that behalf specifying the shares held by the member, and the nominal amount and class of the shares, and the amount paid up thereon, and, in the case of shares held by a member to whom section 78 or 79 applies, the capacity in which that member represents those shares, but in respect of shares held jointly by several persons the company is not bound to issue more than one certificate. (2) Unless the conditions of the issue of the shares otherwise provide, every company shall, within 2 months after the allotment of any of its shares and within 2 months after the date of lodgment of a transfer of any of its shares, have ready for delivery the certificates of all shares allotted or transferred. (3) If a certificate is defaced, lost, or destroyed, it may be renewed on payment of the fee, if any, not exceeding $1, and on the terms, if any, as to evidence and indemnity that the directors think fit. (4) A company that defaults in complying with the requirements of this section is guilty of an offence. RSA 2000 cC-21 s75;2020 c25 s2(44) Certificate of shares as evidence of title 76 A certificate signed by the proper officers of the company, specifying any shares held by any member, shall be admitted in evidence as prima facie proof of the title of the member to the shares. RSA 1980 cC-20 s76 Transfer by personal representative 77 A transfer of the shares or other interest of a deceased member in a company and made by the member’s personal representative is, although the personal representative is not a member, as valid as if the member had been a member at the time of the execution of the instrument of transfer. RSA 1980 cC-20 s77 Liability of executor, etc. 78 No executor, administrator, guardian, committee, curator or trustee holding shares or other interest of or for any estate or person described in the register as being represented by him or her is personally subject to any liability in respect of those shares or interest, but the estate or person so represented is liable as if the testator or intestate, the minor, ward, cestui que trust or other person were entered in the register as the member holding the shares or interest and were competent to hold them or it. RSA 1980 cC-20 s78 Liability of mortgages 79 No mortgagee holding shares or other interest of a mortgagor described in the register as being represented by him or her is personally subject to any liability in respect of those shares or interest, but the mortgagor continues to be liable as if the mortgagor were entered in the register as the member holding the share or other interest. RSA 1980 cC-20 s79 Payment of calls, dividends, etc. 80 A company, if so authorized by its articles, may do any one or more of the following things: (a) make arrangements on the issue of shares for a difference between the shareholders in the amounts and times of payment of calls on their shares; (b) accept from any member who assents thereto the whole or a part of the amount remaining unpaid on any shares held by the member, although no part of that amount has been called up; (c) pay dividends in proportion to the amount paid up on each share where a larger amount is paid up on some shares than on others. RSA 1980 cC-20 s80 Shares without nominal or par value 81 (1) The memorandum of any company, limited by shares, or limited by guarantee and having a share capital, may provide for the creation of the shares in the capital of the company without nominal or par value, and if it provides for preferred shares having a preference as to principal in addition to shares without nominal or par value, it shall state the amount of the preferred shares, the particular character of the preference and the amount of each preferred share, which shall be $1 or a multiple thereof. (2) Every certificate of shares without nominal or par value shall have plainly stated on its face the number of those shares that it represents and the number of those shares that the company is authorized to issue, and no such certificate shall express any nominal or par value for those shares. (3) The issue and allotment of shares without nominal or par value authorized by this section may be made from time to time for the consideration that may be prescribed in the memorandum or articles, or that may be fixed by the board of directors in default of or subject to such prescription. (4) Any and all shares without nominal or par value and issued as authorized by this section shall be deemed fully paid and non‑assessable and the holder of any such shares is not liable to the company or to its creditors in respect thereof. (5) For the purpose of the computation of the prescribed fees, the memorandum or articles may state the maximum price or consideration for which shares without nominal or par value may be issued, and the authorized capital of every company having shares without nominal or par value, shall, for the purpose of this and all other Acts, be the capital as ascertained under the regulations. RSA 2000 cC-21 s81;2020 c25 s2(45) Shares with preferred, deferred or other special rights or restrictions 82 (1) Subject to the provisions, if any, in that behalf of the memorandum of association of the company, and without prejudice to any special rights previously conferred on the holders of existing shares in the company, any share in the company may be issued with any preferred, deferred or other special rights, or such restrictions, whether in regard to dividend, voting, return of share capital or otherwise, that the company may from time to time by special resolution determine, and any preference share may, with the sanction of a special resolution, be issued on the terms that it is, or at the option of the company is, liable to be redeemed. (2) If at any time the share capital is divided into different classes of shares, the rights attached to any class, unless otherwise provided by the terms of issue of the shares of that class, may be varied by a special resolution, with the consent in writing of the holders of 75% of the issued shares of that class, or with the sanction of a resolution passed with the majority required for the passing of a special resolution at a separate general meeting of the holders of the shares of the class. (3) If any class of shares has attached thereto preferred rights as to dividend, the memorandum of association may provide that the shares of that class may from time to time be issued in one or more series and that the directors may by resolution from time to time before issuance, fix the designation, rights, restrictions, conditions and limitations attaching to the shares of each series of that class. (4) The shares of all series of the same class carrying voting rights shall not carry the right to more than one vote for each share, and when any fixed cumulative dividends or amounts payable on a return of capital are not paid in full, the shares of all series of the same class shall participate ratably in respect of those dividends including accumulations, if any, in accordance with the sums that would be payable on those shares if all those dividends were declared and paid in full, and on any return of capital in accordance with the sums that would be payable on that return of capital if all sums so payable were paid in full. (5) No shares of any series of such class shall be issued unless and until a certified copy of the resolution of the directors referred to in subsection (3) has been filed with the Registrar, except in the case of the first series if the designation, rights, restrictions, conditions and limitations have been set forth in the memorandum of association or altered memorandum of association. (6) To every such separate general meeting the provisions of the regulations relating to general meetings apply, with all necessary modifications, but so that the necessary quorum is 2 persons at least, holding or representing by proxy 1/3 of the issued shares of the class, and any holder of shares of the class present in person or by proxy may demand a poll. (7) The articles may (a) provide that the holders of preference shares, or any other class of shares, are to have the right to select a certain portion of the board of directors, or (b) give those holders any other control over the affairs of the company, or so restrict their control, that is considered expedient. RSA 2000 cC-21 s82;2020 c25 s2(46) Redemption of shares 83 (1) No shares that are, or at the option of the company are, liable to be redeemed shall be redeemed except out of those profits of the company that would otherwise be available for dividend or out of the proceeds of a fresh issue of shares made for the purposes of the redemption. (2) No such shares shall be redeemed unless they are fully paid. (3) When shares have been redeemed under this section, notice thereof shall be given to the Registrar by the company within 30 days of the redemption date and every company which fails to give notice as required by this subsection is guilty of an offence. (4) When any such shares are redeemed otherwise than out of the proceeds of a fresh issue, a sum equal to the nominal amount of the shares redeemed shall, out of profits that would otherwise have been available for dividend, be transferred to a reserve fund, to be called “the capital redemption reserve fund”, and the provisions of this Act relating to the reduction of the share capital of a company apply, except as provided in this section, as if the capital redemption reserve fund were paid‑up share capital of the company. (5) When any such shares are redeemed out of the proceeds of a fresh issue, the premium, if any, payable on redemption, shall be provided for out of the profits of the company before the shares are redeemed. (6) There shall be included in every balance sheet of a company that has issued redeemable preference shares a statement specifying what part of the issued capital of the company consists of such shares, and the date on or before which those shares are, or are to be, liable to be redeemed. (7) If a company fails to comply with subsection (6), the company, and every officer of the company who is in default, is guilty of an offence and liable to a fine not exceeding $500. (8) Subject to this section, the redemption of preference shares thereunder may be effected on the terms and in the manner that may be provided by the articles of the company. (9) When pursuant to this section a company has redeemed or is about to redeem any preference shares, it may issue shares up to the nominal amount of the shares redeemed or to be redeemed as if those shares had never been issued, and accordingly the share capital of the company shall not for the purposes of any enactments relating to fees be deemed to be increased by the issue of shares pursuant to this subsection. (10) Repealed 2020 c25 s2(47). (11) Notwithstanding subsection (9), when new shares are issued before the redemption of the old shares, the new shares shall not, so far as relates to the payment of fees, be deemed to have been issued pursuant to subsection (9) unless the old shares are redeemed within one month after the issue of the new shares. (12) When new shares have been issued pursuant to subsection (9), the capital redemption reserve fund may, notwithstanding anything in this section, be applied by the company, up to an amount equal to the nominal amount of the shares so issued, in paying up unissued shares of the company to be issued to members of the company as fully paid bonus shares. (13) Repealed 2020 c25 s2(47). RSA 2000 cC-21 s83;2020 c25 s2(47) 84 and 85 Repealed 2020 c25 s2(47).

Part 6 Management and Administration Division 1 Membership Registered office 86 (1) Every company shall have a registered office in Alberta to which all communications and notices can be addressed. (2) Notice of the location of the registered office of a company, giving the postal address, shall be filed with the Registrar (a) with the memorandum and articles when application is made for incorporation, and (b) within 15 days of any change. (3) A company that defaults in complying with any requirement of this section is guilty of an offence. RSA 1980 cC-20 s86 Display of company name 87 (1) Every company (a) shall paint or affix, and keep painted or affixed, its name on the outside of its registered office and every other office or place in which its business is carried on in a conspicuous position and in easily legible letters, (b) shall have its name engraved in legible characters on its seal, and (c) shall set out its name in legible characters in or on all contracts, invoices, negotiable instruments and orders for goods and services issued or made by or on behalf of the company. (2) A company that defaults in complying with the requirements of this section is guilty of an offence. RSA 2000 cC-21 s87;2020 c25 s2(48) Division 2 Directors Director appointed by articles or named in prospectus, etc. 88 (1) A person is not capable of being appointed director of a public company by the articles, and shall not be named as a director or proposed director of a public company in any prospectus filed by or on behalf of the company, unless, before the registration of the articles or the issue of the prospectus, as the case may be, the person has, by himself or herself or by his or her agent authorized in writing, (a) either signed the articles by which the person is so appointed, or the prospectus in which the person is so named or signed and filed with the Registrar a consent in writing to act as a director, and (b) either signed the memorandum for a number of shares not less than his or her qualification, if any, or filed with the Registrar proof that the person holds the qualification shares, if any, or an undertaking in writing signed by the person in the presence of a witness to take from the company and pay for the qualification shares, if any. (2) When a person is appointed a director of a company by the articles, the person’s undertaking under subsection (1)(b) shall be deemed to take effect as a contract with the company forthwith after its certificate of incorporation is issued. (3) When a person is so appointed or named, any consent or undertaking required by subsection (1) shall be filed with the Registrar at the same time as the document in which the person is so appointed or named. (4) A company or person who names a director in any prospectus without the consent of the person named is guilty of an offence. (5) This section applies in the case of a prospectus issued in relation to an intended company, or by or on behalf of any person who is or has been engaged or interested in the formation or promotion of a company or in the organization of the company. RSA 1980 cC-20 s88 Qualifications of director 89 (1) Without prejudice to the restrictions imposed by section 88, every director who is by the articles of a company required to hold a specified share qualification, and who is not already qualified, shall obtain the director’s qualification within 2 months after his or her appointment, or any shorter time fixed by the articles. (2) The office of director of a company shall be vacated if the director does not, within 2 months from the date of the director’s appointment, or within any shorter time fixed by the articles, obtain the qualification, or if after the expiration of that period or shorter time the director ceases at any time to hold the director’s qualification, and a person vacating office under this section is incapable of being reappointed director of the company until he or she has obtained his or her qualification. (3) If after the expiration of the period or shorter time mentioned in this section any unqualified person acts as a director of the company, the person is guilty of an offence. (4) The acts of a director or manager are valid notwithstanding any defect that may afterwards be discovered in the appointment or qualification. RSA 1980 cC-20 s89 Meetings of directors 90 (1) Meetings of the board of directors of a company may be held at any place within or outside Alberta. (2) Unless a company’s bylaws, articles or other governing documents expressly provide otherwise, (a) a person entitled to attend a meeting of the company’s board of directors may attend the meeting by electronic means, (b) a meeting of the company’s board of directors may be held entirely by electronic means, (c) a person attending a meeting by electronic means under clause (a) or (b) who is entitled to vote at the meeting may vote by any electronic, telephonic or other method that the company has made available for that purpose, and (d) a person attending a meeting by electronic means under clause (a) or (b) is deemed for all purposes under this Act to be present in person at the meeting. (3) to (7) Repealed 2021 c3 s2. RSA 2000 cC-21 s90;2004 c29 s2;2021 c3 s2 Liability of directors for wages 91 The directors of a company are jointly and severally liable to the clerks, labourers, servants and apprentices, as defined in the Skilled Trades and Apprenticeship Education Act , thereof for all debts, not exceeding 6 months’ wages, due for services performed for the company during the period while the directors were acting as such, but no director is liable to an action therefor unless (a) the company is sued therefor or a judgment is obtained against the company within one year after the debt becomes due, (b) an execution against the company is returned unsatisfied in whole or in part, and (c) the director is sued therefor within one year from the time the director ceased to be a director, and the amount unsatisfied on the execution is the amount that may be recovered with costs from the directors. RSA 2000 cC-21 s91;2021 cS‑7.88 s42 Declaration as to interest in contract 92 (1) Subject to this section, a director of a company who is in any way, directly or indirectly, interested in a contract or proposed contract with the company shall declare the director’s interest at a meeting of directors of the company. (2) In the case of a proposed contract, the declaration required by this section to be made by a director shall be made at the meeting of directors at which the question of entering into the contract is first taken into consideration, or, if the director is not at the date of that meeting interested in the proposed contract, at the next meeting of the directors held after the director becomes so interested, and in a case where the director becomes interested in a contract after it is made the declaration shall be made at the first meeting of directors held after the director becomes so interested. (3) For the purposes of this section, a general notice given to the directors of a company by a director to the effect that the director is a shareholder of or otherwise interested in any other company or is a member of a specified firm and is to be regarded as interested in any contract made with that other company or firm, shall be deemed to be a sufficient declaration of interest in relation to any contract so made. (4) Unless otherwise expressly provided in the articles of association of the company, no director shall vote in respect of any contract or proposed contract in which the director is so interested as aforesaid and if the director does so vote, the director’s vote shall not be counted. (5) Subsection (4) does not apply (a) in the case of a contract by or on behalf of the company to give to the directors or any of them security for advances or by way of indemnity, (b) in the case of a private company, when there is no quorum of directors in office who are not so interested, or (c) in the case of a contract between the company and any other company when the interest of the director in that other company consists solely in the director’s being a director or officer of that other company and the holder of not more than the number of shares in that other company requisite to qualify the director as a director. (6) A director who has made a declaration of the director’s interest in a contract or proposed contract in compliance with this section and has not voted in respect of that contract contrary to the prohibition in subsection (4), if the prohibition applies, is not accountable to the company or any of its shareholders or creditors, by reason only of the director holding that office or of the fiduciary relationship thereby established, for any profit realized by the contract. (7) Nothing in this section imposes any liability on a director in respect of the profit realized by any contract that has been confirmed by the vote of shareholders of the company at a special general meeting called for that purpose. (8) In this section (a) “contract” includes arrangement; (b) “meeting of directors” includes a meeting of an executive committee of the directors. RSA 1980 cC‑20 s92 Register of directors 93 (1) Every company shall keep at its registered office a register of its directors, and enter therein the following particulars: (a) the full names and addresses of the directors; (b) the date on which each director was appointed; (c) the date on which each director ceased to hold office as director or manager. (2) Every company shall file with the Registrar a notice of its first directors within 15 days after their appointment, and within 15 days after any change among the directors is made shall also file with the Registrar a notice of the change. (2.1) Within 15 days after a change in the address of a director, the company shall file with the Registrar a notice of the change. (3) A company that fails to comply with this section is guilty of an offence. RSA 2000 cC‑21 s93;2018 c20 s3;2020 c25 s2(50);2021 c3 s2 Register open to inspection 94 (1) The register of directors and managers, commencing from the date of the registration of the company, shall during business hours (subject to any reasonable restrictions as the company in general meeting may impose, so that not less than 2 hours in each day is allowed for inspection) be open to the inspection of any member or any other person free of charge. (2) Any member or other person may require a copy of the register, or of any part thereof. (3) A company that refuses any inspection or copy required under this section is guilty of an offence, and the Court may order that an inspection be allowed or a copy furnished within the time it thinks fit. RSA 2000 cC‑21 s94;2020 c25 s2(51) Divisions 3 and 4 Repealed 2020 c25 s2(52). Division 5 Financial and Borrowing Prospectuses 108 to 110 Repealed 2020 c25 s2(53). Prospectus when offering shares 111 (1) This section applies if a company allots or agrees to allot any shares or debentures of the company with a view to all or any of the shares or debentures being offered for sale to the public, and the whole consideration for those shares or debentures is not paid to the company at the date of the allotment or the offer for sale, whichever date is earlier. (2) , (3) Repealed 2020 c25 s2(54). (4) When a person making an offer for sale to which this section relates is a company or firm, it is sufficient for the purposes of this section if a prospectus is signed on behalf of the company or firm by an officer of the company or a partner of the firm authorized in either case to sign the prospectus. (5) A copy of the prospectus shall be furnished to every member of the public to whom the offer of any shares or debentures to which the prospectus relates is made at the time the offer is made. (6) When a sub‑underwriter offers all or any of the shares or debentures of a company to the public by a prospectus prepared or issued by a principal underwriter, the principal underwriter is primarily liable in respect of misstatements contained in the prospectus to any person accepting the offer made by the prospectus. (7) A person who fails to comply with or who contravenes any of the requirements of this section is guilty of an offence. (8) In this section, (a) “principal underwriter” means a person (i) to whom a company makes an allotment or agrees to make an allotment of shares or debentures of the company with a view to all or any of the shares or debentures being offered for sale to the public, and (ii) who sells or agrees to sell to any other person those shares or debentures with a view to all or any part of those shares or debentures being offered for sale to the public by that other person; (b) “sub‑underwriter” means a person who purchases from a principal underwriter the shares or debentures of a company with a view to their sale to the public. RSA 2000 cC-21 s111;2020 c25 s2(54) Registration of Mortgages, Charges, etc. 112 to 117 Repealed 1981 cB‑15 s284(5). Limitation of time for issue of debentures 118 Unless the conditions of issue of the debentures or debenture stock otherwise provide, every company shall, within 2 months after the allotment of any of its debentures or debenture stock and within 2 months after the date of lodgment of a transfer of any of its debentures or debenture stock, complete the debentures and the certificates of all debenture stock allotted or transferred. RSA 2000 cC-21 s118;2020 c25 s2(55) Notice to Registrar where receiver appointed 119 (1) If a person obtains an order for the appointment of a receiver or manager of the property of a company or, under any powers contained in any instrument, appoints such a receiver or manager or takes possession of the property of a company, the person shall, within 15 days from the date of the order, the appointment or the taking of possession, as the case may be, file with the Registrar a copy of the order or a notice of having made the appointment or taken possession. (2) Every person who defaults in complying with the requirements of this section is guilty of an offence. RSA 2000 cC-21 s119;2020 c25 s2(56) Preferential payments 120 (1) Where either a receiver is appointed on behalf of the holder of any debentures of a company secured by a floating charge or possession is taken by or on behalf of those debenture holders of any property comprised in or subject to the floating charge, then, if the company is not at the time in course of being wound up, the debts that in every winding‑up are, under the provisions of Part 10 relating to preferential payments, to be paid in priority to all other debts, shall be paid forthwith out of any assets coming to the hands of the receiver or other person taking possession, in priority to any claim for principal or interest in respect of the debentures. (2) The periods of time mentioned in the provisions of Part 10 referred to in subsection (1) shall be computed from the date of the appointment of the receiver or of possession being taken, as the case may be. (3) Any payments made under this section shall be recouped as far as may be out of the assets of the company available for payment of general creditors. 1983 c21 s4 Receivers ’ periodical abstracts of receipts and payments 121 (1) Every receiver or manager of the property of a company who has been appointed under the powers contained in any instrument shall, within one month, or any longer period the Registrar may allow, after the expiration of (a) 6 months from the date of his or her appointment, and (b) every subsequent 6‑month period, file with the Registrar an abstract showing his or her receipts and payments during those 6‑month periods. (2) Every receiver or manager of the property of a company who has been appointed under the powers contained in any instrument shall (a) within one month after he or she ceases to act as a receiver or manager pursuant to the appointment, file with the Registrar an abstract showing his or her receipts and payments during the period from the end of the 6‑month period to which the last abstract under subsection (1) related up to the date of his or her so ceasing, and (b) on ceasing to act as a receiver or manager pursuant to the appointment, file a notice to that effect with the Registrar. (3) A receiver or manager who defaults in complying with the requirements of this section is guilty of an offence. RSA 2000 cC-21 s121;2020 c25 s2(57) Order to make good default 122 (1) If on an application to the Court by the liquidator of a company it appears to the Court that any receiver or manager of the property of the company, who has been appointed under the powers contained in any instrument, has, after being required at any time by the liquidator to do so, failed to render proper accounts of his or her receipts and payments and to pay over to the liquidator the amount properly payable to the liquidator, the Court may make an order directing the receiver or manager to make good the default within the time specified in the order. (2) On an application to the Court by the liquidator of a company, the Court may by order fix the amount to be paid by way of remuneration to any person who, under the powers contained in any instrument, has been appointed as receiver or manager of the property of the company, and may from time to time, on an application made either by the liquidator or by the receiver or manager, vary or amend any order so made. RSA 1980 cC‑20 s122 Debentures and Floating Charges Validity of perpetual debentures 123 A condition contained in any debentures or in any deed for securing any debentures, is not, notwithstanding any rule of equity to the contrary, invalid by reason only that thereby the debentures are made irredeemable or redeemable only on the happening of a contingency, however remote, or on the expiration of a period, however long. RSA 1980 cC-20 s123 Power to issue redeemed debentures 124 (1) When a company has redeemed any debentures previously issued, the company, unless any provision to the contrary, whether express or implied, is contained in the articles or in any contract entered into by the company, or unless the company has, by passing a resolution to that effect or by some other act, manifested its intention that the debentures be cancelled, has and shall be deemed always to have had power to reissue the debentures, either by reissuing the same debentures or by issuing other debentures in their place, and on such a reissue the person entitled to the debentures has, and shall be deemed always to have had, the same priorities as if the debentures had never been redeemed. (2) When a company has power to reissue debentures that have been redeemed, particulars with respect to the debentures that may be so reissued shall be included in the balance sheet of the company. (3) If with the object of keeping debentures alive for the purpose of reissue they have been transferred to a nominee of the company, a transfer from that nominee shall be deemed to be a reissue for the purposes of this section. (4) If a company has deposited any of its debentures to secure advances from time to time on current account or otherwise, the debentures shall not be deemed to have been redeemed by reason only of the account of the company having ceased to be in debt while the debentures remained so deposited. (5) The reissue of a debenture or the issue of another debenture in its place under the power by this section given to or deemed to have been possessed by a company shall not be treated as the issue of a new debenture for the purposes of any provision limiting the amount or number of debentures to be issued. (6) Nothing in this section prejudices any power reserved to a company by its debentures or the securities for them to issue debentures in the place of any debentures paid off or otherwise satisfied or extinguished. RSA 1980 cC-20 s124 Specific performance 125 A contract with a company to take up and pay for any debenture of the company may be enforced by an order for specific performance. RSA 1980 cC-20 s125 Conversion into fully paid-up shares 126 (1) A company limited by shares may issue bonds, debentures, debenture stock, notes, obligations or fully paid preference shares that provide for the conversion thereof at the option of the holder into fully paid‑up common or ordinary shares. (2) When any of those bonds, debentures, debenture stock, notes or obligations were issued at a discount then, notwithstanding the amount of the discount, all common or ordinary shares issued on the conversion of any of those bonds, debentures, debenture stock, notes or obligations shall be deemed to be fully paid‑up common or ordinary shares. RSA 1980 cC-20 s126 127 Repealed 2020 c25 s2(58). 128 Repealed 2020 c25 s2(59). Commissions and Discounts Commissions and brokerage 129 (1) A company may pay a commission to any person in consideration of the person subscribing or agreeing to subscribe, whether absolutely or conditionally, for any shares in the company or procuring or agreeing to procure subscriptions, whether absolute or conditional, for any shares in the company, if the payment of the commission is authorized by the memorandum or articles, and the commission paid or agreed to be paid does not exceed the amount or rate so authorized, and, in the case of a public company, if the amount or rate per cent of the commission paid or agreed to be paid is, (a) in the case of shares offered to the public for subscription, disclosed in the prospectus, or (b) in the case of shares not offered to the public for subscription, disclosed in any circular or notice, not being a prospectus, inviting subscriptions for the shares. (2) Except as provided in subsection (1), no company shall apply any of its shares or capital money either directly or indirectly in payment of any commission, discount, or allowance to any person in consideration of subscribing or agreeing to subscribe, whether absolutely or conditionally, for any shares of the company, or procuring or agreeing to procure subscriptions, whether absolute or conditional, for any shares in the company, whether the shares or capital money are so applied by being added to the purchase‑money of any property acquired by the company or to the contract price of any work to be executed for the company, or the money is paid out of the nominal purchase‑money or contract price, or otherwise. (3) Nothing in this section affects the power of any company to pay such brokerage as it has heretofore been lawful for a company to pay, and a vendor to, promoter of, or other person who receives payment in money or shares from, a company has, and shall be deemed always to have had, power to apply any part of the money or shares so received in payment of any commission, the payment of which, if made directly by the company, would have been legal under this section. RSA 1980 cC-20 s129 Amount of commissions to be stated in balance sheet 130 If a company has paid any sums by way of commission in respect of any shares or debentures or allowed any sums by way of discount in respect of any debentures, the total amount so paid or allowed, or so much thereof as has not been written off, shall be stated in every balance sheet of the company until the whole amount thereof has been written off. RSA 1980 cC-20 s130 Division 6 Auditors Appointment of auditors 131 (1) The directors of a company may appoint the first auditors of the company who shall hold office until the close of the first annual meeting, unless previously removed under subsection (4). (2) The company at each annual meeting shall appoint one or more auditors to hold office until the close of the next annual meeting and, if any appointment is not so made, the auditor in office shall continue in office until a successor is appointed. (3) The directors may fill any casual vacancy in the office of auditor, but while the vacancy continues the surviving or continuing auditor, if any, may act. (4) The shareholders, by special resolution, may remove any auditor before the expiration of the auditor’s term of office, and shall by a majority of the votes cast at the meeting at which the resolution is passed appoint another auditor in his or her stead for the remainder of his or her term. (5) The remuneration of an auditor appointed by the shareholders shall be fixed by the shareholders or by the directors if the articles so provide, and the remuneration of an auditor appointed by the directors shall be fixed by the directors. (6) If for any reason no auditor is appointed, the Court may, on the application of any shareholder, appoint one or more auditors to hold office until the close of the next annual meeting and fix the remuneration to be paid by the company for their services. RSA 1980 cC-20 s131 Eligibility for appointment as auditor 132 (1) Except as provided in subsection (2), no person shall be appointed as auditor of a company who is a director, officer or employee of that company or an affiliated company or who is a partner, employer or employee of any such director, officer or employee. (2) On the unanimous vote of the shareholders of a private company present or represented at the meeting at which the auditor is appointed, a director, officer or employee of that company or an affiliated company or a partner, employer or employee of the director, officer or employee may be appointed as auditor of that company, if it is not a subsidiary company of a public company incorporated in Alberta or elsewhere in Canada. (3) A person appointed as auditor under subsection (2) shall indicate in the report to the shareholders on the annual financial statement of the company that the person is a director, officer or employee of the company or a partner, employer or employee of a director, officer or employee of the company. RSA 1980 cC-20 s132 Auditor ’ s report to shareholders 133 (1) The auditor shall make such examination as will enable the auditor to report to the shareholders as required under subsection (2). (2) The auditor shall make a report to the shareholders on the financial statement, to be laid before the company at any annual meeting during the auditor’s term of office, and the auditor’s report shall contain the following: (a) a statement as to the scope, extent and nature of the auditor’s examination; (b) a statement as to whether, in the auditor’s opinion, the financial statement, including any notes to the financial statement, presents fairly the financial position of the company; (c) a statement of any concerns or qualifications the auditor has with respect to whether the financial statement was drawn up according to generally accepted accounting principles and generally accepted auditing standards. (3) Repealed 2020 c25 s2(60). (4) The auditor of a company has right of access at all times to all records, documents, books, accounts and vouchers of the company and is entitled to require from the directors and officers of the company any information and explanation that in the auditor’s opinion may be necessary to enable the auditor to report as required by subsection (2). (5) The auditor of a company is entitled to attend any meeting of shareholders of the company at which any accounts that have been examined or reported on by the auditor are to be laid before the shareholders for the purpose of making any statement or explanation the auditor desires with respect to the accounts. RSA 2000 cC-21 s133;2020 c25 s2(60) Exemption from audit requirements 134 (1) Subject to subsection (2), when in a financial year all the shareholders of a company that (a) is not offering its securities to the public, (b) has 5 or fewer shareholders, and (c) has assets not exceeding $500 000 and sales and gross operating revenues not exceeding $1 000 000, as shown on the financial statement of the company for the preceding year, consent in writing, the company is exempt from sections 131 to 133 in respect of the year in which the consent is given. (2) Subsection (1) does not apply to a subsidiary company unless its holding company is exempted under subsection (1) at the time the consent of the shareholders is given. RSA 1980 cC-20 s134 Division 7 Accounting Records and Financial Statements Books of account and accounting records 135 (1) Every company shall keep proper books of account and accounting records in respect of all financial and other transactions of the company. (2) The books of account and accounting records mentioned in subsection (1) shall be admitted in evidence before and after dissolution of the company as proof, in the absence of evidence to the contrary, of all facts purporting to be stated therein. (3) Every company shall cause the books of account and accounting records mentioned in subsection (1) (a) to be opened for inspection by any director during the normal business hours of the company, and (b) except as provided in subsections (4) and (5), to be kept at the registered office of the company. (4) Any company may keep at any place where it carries on business that part of the accounting records that relates to the operations and assets and liabilities thereof or to the business of the company carried on or supervised or accounted for at that place, but the company shall keep at the registered office of the company or some other place authorized under subsection (5) those records that will enable the directors to ascertain quarterly with reasonable accuracy the financial position of the company. (5) A company may determine by resolution of the directors (a) that books of account and accounting records required to be kept pursuant to this section be kept at a place in Alberta other than the registered office of the company, and (b) the place in Alberta where the books of account or accounting records shall be kept. (6) Repealed 2020 c25 s2(61). RSA 2000 cC-21 s135;2020 c25 s2(61) Financial statements at annual meeting 136 (1) The directors shall lay before each annual meeting of shareholders, (a) in the case of a private company, a financial statement drawn up in accordance with subsection (1.1) for the period that commenced on the date of incorporation and ended not more than 6 months before the annual meeting or, if the company has completed a financial year, that commenced immediately after the end of the last completed financial year and ended not more than 6 months before the annual meeting, as the case may be, (i) - (iii) repealed 2020 c25 s2(62), (b) in the case of a public company, a comparative financial statement drawn up in accordance with subsection (1.1) relating separately to (i) the period that commenced on the date of incorporation and ended not more than 6 months before the annual meeting or, if the company has completed a financial year, that commenced immediately after the end of the last completed financial year and ended not more than 6 months before the annual meeting, as the case may be, and (ii) the period covered by the financial year next preceding that latest completed financial year, if any, (c) the report of the auditor to the shareholders, and (d) any further information respecting the financial position of the company that the articles of the company require. (1.1) A financial statement or comparative financial statement referred to in subsection (1) shall (a) include at least (i) a balance sheet, (ii) a statement of retained earnings, (iii) an income statement, and (iv) a statement of changes in financial position, (b) present fairly the financial position of the company, (c) be drawn up in accordance with generally accepted accounting principles, and (d) be drawn up on a basis consistent with that used for the preceding period, if any, unless a note to the financial statement indicates otherwise. (2) Repealed 2020 c25 s2(62). (3) The report of the auditor to the shareholders shall be open to inspection by any shareholder. (4) Notwithstanding subsection (1)(b), the financial statement referred to in that clause may relate only to the period that ended not more than 6 months before the annual meeting if the reason for the omission of the statement in respect of the period covered by the previous financial statement is set out in the financial statement to be laid before the meeting or by way of note thereto. (4.1) Nothing in this section prohibits persons who are not members of the Chartered Professional Accountants of Alberta from preparing the financial statement or comparative financial statement referred to in subsection (1). (5) Repealed 2020 c25 s2(62). RSA 2000 cC-21 s136;2020 c25 s2(62) 137 to 144 Repealed 2020 c25 s2(63). Approval of financial statement 145 (1) The financial statement shall be approved by the board of directors. (2) A company shall not issue, publish or circulate copies of the financial statement unless the financial statement is approved in accordance with subsection (1) and accompanied by the auditor’s report. RSA 2000 cC-21 s145;2020 c25 s2(64) Publication of financial statement 146 A company that issues, circulates or publishes a copy of the financial statement (a) the original of which has not been approved by its board of directors, or (b) repealed 2020 c25 s2(65), (c) without accompanying the statement with the auditor’s report, is guilty of an offence. RSA 2000 cC-21 s146;2020 c25 s2(65) Providing financial statements to shareholders 147 (1) A public company shall, 21 days or more before the date of the annual meeting, provide to each shareholder a copy of the financial statement approved by the board of directors. (2) A shareholder of a private company is entitled to be furnished by the company on demand with a copy of the documents mentioned in subsection (1). (3) A company that fails to comply with subsection (1) or (2) is guilty of an offence and is liable to a fine of not more than $200, and every director or officer of the company who authorizes, permits or acquiesces in any such failure is guilty of an offence and is liable to a like fine. RSA 2000 cC-21 s147;2020 c25 s2(66) 148 Repealed 2020 c25 s2(67). Division 8 General Meetings Annual general meeting 149 (1) Subject to this section, the first annual general meeting of every company shall be held within 16 months from the date on which the company is entitled to commence business, and thereafter a general meeting of the company shall be held once at least in every calendar year and not more than 16 months after the holding of the last preceding general meeting. (2) Repealed 2020 c25 s2(67). (3) On an application by the company to the Court made either ex parte or on such notice to such persons as the Court may direct, the Court, if satisfied that in the circumstances it is in the best interests of the company to do so, may by order direct that the next annual meeting of the company be held on such date, within 6 months after the expiration of 16 months from the date the last annual meeting of the company was held, as the Court may determine. (4) Subject to subsections (1) and (4.1)(b), every annual general meeting of a company shall be held at the time and place the articles provide, either directly or by empowering the directors or the shareholders in general meeting to fix the time and place, and in default of any such provision, or if no meeting is held in accordance with that provision, every annual general meeting shall be held at the place where the registered office of the company is situated, in the month following that in which the anniversary of the company’s becoming entitled to commence business occurs. (4.1) Unless a company’s bylaws, articles or other governing documents expressly provide otherwise, (a) a person entitled to attend an annual general meeting of the company may attend the meeting by electronic means, (b) an annual general meeting of the company may be held entirely by electronic means, (c) a person attending a meeting by electronic means under clause (a) or (b) who is entitled to vote at the meeting may vote by any electronic, telephonic or other method that the company has made available for that purpose, and (d) a person attending a meeting by electronic means under clause (a) or (b) is deemed for all purposes under this Act to be present in person at the meeting. (5) Every company that defaults in complying with the requirements of this section and that has not been relieved by the Registrar is guilty of an offence. (6) When default has been made in holding a meeting of the company in accordance with this section, the Court may, on the application of any member of the company, call or direct the calling of a general meeting of the company. RSA 2000 cC-21 s149;2004 c29 s3;2018 c20 s3; 2020 c25 s2(67);2021 c3 s2 General meeting 150 (1) Notwithstanding anything in the articles, the directors of a company shall, on the requisition of members of the company holding at the date of the deposit of the requisition not less than 10% of such of the issued capital of the company as at the date of the deposit carries the right of voting at general meetings of the company, or, in the case of a company not having a share capital, of members of the company representing not less than 10% of the total voting rights of all the members having at that date the right to vote at general meetings of the company, forthwith proceed to convene an extraordinary general meeting of the company. (2) The requisition must state the objects of the meeting, and be signed by the requisitionists and deposited at the registered office of the company, and may consist of several documents in like form, or to the like effect, each signed by one or more requisitionists. (3) If the directors do not proceed to cause a meeting to be held within 21 days from the date of the requisition being so deposited, the requisitionists, or any of them, representing more than 50% of the total voting rights of all of them, may themselves convene the meeting, but any meeting so convened shall not be held after 3 months from the date of the deposit. (4) For the purposes of this section, the directors shall, in the case of a meeting at which a resolution is to be proposed as a special resolution, be deemed not to have duly convened the meeting if they do not give such notice thereof as is required in the case of a special resolution. (5) Any meeting convened under subsection (3) shall be convened in the same manner, as nearly as possible, as that in which meetings are to be convened by directors. (6) Any reasonable expenses incurred by the requisitionists by reason of the failure of the directors duly to convene a meeting shall be repaid to the requisitionists by the company, and any sum so repaid shall be retained by the company out of any sums due or to become due from the company by way of fees or other remuneration in respect of their services to such of the directors as were in default. (7) Unless a company’s bylaws, articles or other governing documents expressly provide otherwise, (a) a person entitled to attend a meeting of the company may attend the meeting by electronic means, (b) a meeting of the company may be held entirely by electronic means, (c) a person attending a meeting by electronic means under clause (a) or (b) who is entitled to vote at the meeting may vote by any electronic, telephonic or other method that the company has made available for that purpose, and (d) a person attending a meeting by electronic means under clause (a) or (b) is deemed for all purposes under this Act to be present in person at the meeting. RSA 2000 cC-21 s150;2021 c3 s2 Other meetings 151 (1) The following provisions have effect insofar as the articles of the company do not make other provision in that behalf: (a) a meeting of a company, other than a meeting for the passing of a special resolution, may be called by 7 days’ notice in writing; (b) a notice of a meeting of a company shall be served on every member of the company in the manner in which notices are required to be served by the articles of the company; (c) 2 or more members holding not less than 10% of the issued share capital or, if the company has not a share capital, not less than 5% in number of the members of the company, may call a meeting; (d) in the case of a private company, 2 members, and in the case of any other company, 3 members, personally present, constitute a quorum; (e) any member elected by the members present at a meeting may be chairman thereof; (f) in the case of a company originally having a share capital, every member has one vote in respect of each share or each $50 of stock held by the member, and in any other case, every member has one vote; (g) a special resolution within the meaning of section 1(y)(iii) shall be deemed to be a special resolution passed at a general meeting of the company. (2) If for any reason it is impracticable to call a meeting of a company in any manner in which meetings of that company may be called, or to conduct the meeting of the company in the manner prescribed by the articles or this Act, the Court, either on the application of any director of the company or of any member of the company who would be entitled to vote at the meeting, or of its own motion, may order a meeting of the company to be called, held and conducted in a manner the Court thinks fit, and when an order is made, the Court may give any ancillary or consequential directions that it thinks expedient, and any meeting called, held, and conducted in accordance with the order shall for all purposes be deemed to be a meeting of the company duly called, held and conducted. RSA 2000 cC-21 s151;2020 c25 s2(68) Special resolution 152 (1) At any meeting at which a special resolution is submitted to be passed, a declaration of the chairman that the resolution is carried is, unless a poll is demanded, conclusive proof of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution. (2) At any meeting at which a special resolution is submitted to be passed, a poll may be demanded by one person for the time being entitled according to the articles to vote, or if the articles of the company prescribe some larger number, not in any case exceeding 5, by that number of persons. (3) When a poll is demanded in accordance with this section, in computing the majority of the poll reference shall be had to the number of votes to which each member is entitled by the memorandum or articles of the company. RSA 1970 c60 s136 Division 9 Proxies and Proxy Solicitation Definitions 153 In this Division, (a) “form of proxy” means a written or printed form that, on completion and execution by or on behalf of a shareholder, becomes a proxy; (b) “information circular” means the circular referred to in section 157(1); (c) “proxy” means a completed and executed form of proxy by means of which a shareholder has appointed a person as the shareholder’s nominee to attend and act for the shareholder and on the shareholder’s behalf at a meeting of shareholders; (d) “solicit” and “solicitation” include (i) any request for a proxy whether or not accompanied by or included in a form of proxy, (ii) any request to execute or not to execute a form of proxy or to revoke a proxy, (iii) the sending or delivery of a form of proxy or other communication to a shareholder under circumstances reasonably calculated to result in the procurement, withholding or revocation of a proxy, and (iv) the sending or delivery of a form of proxy to a shareholder pursuant to section 156, but do not include (v) the sending or delivery of a form of proxy to a shareholder in response to an unsolicited request made by the shareholder or on the shareholder’s behalf, or (vi) the performance by any person of ministerial acts or professional services on behalf of a person soliciting a proxy. RSA 1980 cC‑20 s153 Exemptions 154 (1) Sections 156 and 157 do not apply to a private company or to a public company that has fewer than 15 shareholders, 2 or more persons who are the joint registered owners of one or more shares being counted as one shareholder. (1.1) Sections 156, 157 and 159 do not apply to the management of a company, a solicitation or a vote, respectively, where the company concerned is a reporting issuer as defined in the Securities Act . (2) On the application of any interested person, a judge of the Court designated by the Chief Justice of the Court may, if satisfied that in the circumstances of the particular case there is adequate justification for so doing, make an order, on any terms and conditions that seem to the judge just and expedient, exempting, in whole or in part, any person from the requirements of section 156 or from the requirements of section 157(1). (3) Repealed 2020 c25 s2(69). (4) An appeal lies to the Court of Appeal from an order made under subsection (2). RSA 2000 cC-21 s154;2020 c25 s2(69) Appointment of nominees by proxies, etc. 155 (1) Every shareholder, including a shareholder that is a corporation, entitled to vote at a meeting of shareholders may by means of a proxy appoint a person, who need not be a shareholder, as the person’s nominee to attend and act at the meeting in the manner, to the extent and with the power conferred by the proxy. (2) A proxy shall be executed by the shareholder or the shareholder’s attorney authorized in writing or, if the shareholder is a corporation, under its corporate seal or by an officer or attorney thereof duly authorized, and ceases to be valid one year from its date. (3) A proxy is valid only at the meeting in respect of which it is given or at any adjournment of that meeting. (4) A shareholder may revoke a proxy (a) by depositing an instrument in writing executed by the shareholder or the shareholder’s attorney authorized in writing (i) at the registered office of the company at any time up to and including the last business day preceding the day of the meeting, or an adjournment of that meeting, at which the proxy is to be used, or (ii) with the chairman of the meeting on the day of the meeting or an adjournment of the meeting, or (b) in any other manner permitted by law. (5) Repealed 2020 c25 s2(70). RSA 2000 cC-21 s155;2020 c25 s2(70) Providing proxy form to shareholder 156 (1) Subject to section 154, the company shall provide a form of proxy to a shareholder with every notice of a meeting at which the shareholder is entitled to vote. (2) If the management of a company fails to comply with subsection (1), the company is guilty of an offence and is liable to a fine of not more than $1000, and every director or officer of the company who authorized, permitted or acquiesced in the failure is also guilty of an offence and is liable to a like fine. RSA 2000 cC-21 s156;2020 c25 s2(71);2021 c3 s2 Solicitation of proxies 157 (1) Subject to subsection (2) and section 154, no person shall solicit proxies unless, (a) in the case of a solicitation by or on behalf of the management of a company, an information circular, either as an appendix to or as a separate document accompanying the notice of the meeting, is provided to each shareholder, or (b) in the case of any other solicitation, the person making the solicitation, concurrently with or prior thereto, delivers or sends an information circular to each shareholder of the company whose proxy is solicited. (2) Subsection (1) does not apply to (a) any solicitation, otherwise than by or on behalf of the management of a company, where the total number of shareholders whose proxies are solicited is not more than 15, two or more persons who are the joint registered owners of one or more shares being counted as one shareholder, (b) any solicitation by a person made pursuant to section 79 of the Securities Act , and (c) any solicitation by a person in respect of shares of which he or she is the beneficial owner.

(3) A person who fails to comply with subsection (1) is guilty of an offence and is liable to a fine of not more than $1000, and if that person is a company, every director or officer of the company who authorized, permitted or acquiesced in the failure is also guilty of an offence and is liable to a like fine. (4) A person who effects a solicitation that is subject to this section by means of a form of proxy, information circular or other communication that contains an untrue statement of a material fact or omits to state a material fact necessary in order to make any statement contained therein not misleading in the light of the circumstances in which it was made is guilty of an offence and is liable to a fine of not more than $1000, and, if that person is a company, every director or officer of the company who authorized, permitted or acquiesced in the offence is also guilty of an offence and is liable to a like fine. (5) No person is guilty of an offence under subsection (4) in respect of an untrue statement of a material fact or omission to state a material fact in a form of proxy or information circular, if the untruth of the statement or the fact of the omission was not known to the person who effected the solicitation and in the exercise of reasonable diligence could not have been known to that person. RSA 2000 cC-21 s158;2020 c25 s2(72) 158 Repealed 2020 c25 s2(73). Where vote by ballot not required 159 If the aggregate number of shares represented at a meeting by proxies required to be voted against a particular matter or group of matters carries, to the knowledge of the chairman of the meeting, less than 5% of the voting rights attached to the shares entitled to vote and represented at the meeting, the chairman of the meeting has the right not to conduct a vote by way of ballot on any such matter or group of matters unless a poll is demanded at the meeting. RSA 1970 c60 s143 Regulations 160 The Lieutenant Governor in Council may make regulations respecting the form and content of an information circular as the Lieutenant Governor in Council considers necessary or appropriate in the public interest. RSA 1970 c60 s144 Division 10 Records Minutes 161 (1) Every company shall keep minutes of the proceedings of all general meetings and, when there are directors, of all meetings of the company’s directors. (2) Any such minute, if purporting to be signed by the chairman of the meeting at which the proceedings were had, or by the chairman of the next succeeding meeting, is admissible as evidence of the proceedings. (3) Until the contrary is proved, every general meeting of the company or meeting of directors in respect of the proceedings of which minutes have been so made, shall be deemed to have been duly held and convened, and all proceedings had thereat to have been duly had, and all appointments of directors or liquidators shall be deemed to be valid. (4) The minutes of the proceedings of the general meetings of a company shall be kept at the registered office of the company and shall be available to members for inspection during business hours, and any member is entitled to receive a copy of the minutes for a reasonable fee. (5) Every company that defaults in complying with any requirement of this section is guilty of an offence. RSA 2000 cC-21 s161;2020 c25 s2(74) Division 11 Returns to Registrar Annual return 162 (1) In this section, (a) “anniversary month” means the month in each year that is the same as (i) the month in which the certificate of incorporation of the company was issued, or (ii) in the case of an amalgamated company, the month in which its certificate of amalgamation was issued; (b) “voting share” means an issued and outstanding share of a company carrying voting rights under all circumstances or under any circumstances that have occurred and are continuing. (2) Every company shall, each year on or before the last day of the month immediately following its anniversary month, file an annual return with the Registrar that includes notices with respect to (a) any change in the location of the registered office of the company, if a notice under section 86(2) in respect of that change has not yet been filed with the Registrar, and (b) any change among the directors of the company, if a notice under section 93(2) in respect of that change has not yet been filed with the Registrar. (3) When the company has a share capital, the annual return shall include the name and address of each shareholder and the percentage of voting shares assigned to each shareholder. (4) When the company is a public company, the annual return shall include a copy of the financial statement and auditor’s report laid before the company at the last annual general meeting. (5) Every company that defaults in complying with any of the requirements of this section is guilty of an offence. RSA 2000 cC‑21 s162;2018 c20 s3;2020 c25 s2(75) Resolutions 163 (1) If no express provision is made by this Act, a copy of every special resolution of a company, and of every ordinary resolution affecting the contents of the articles of a company, shall, within 15 days from the passing thereof, be filed with the Registrar. (2) Every company that defaults in filing a copy of a resolution with the Registrar as required by this section is guilty of an offence. RSA 1980 cC-20 s163 164 Repealed 2018 c20 s3. Division 12 Contracts Powers of company to control 165 (1) Contracts on behalf of a company may be made as follows: (a) any contract that if made between private persons would be by law required to be in writing, and if made according to the law of Alberta or of Canada to be under seal, may be made on behalf of the company in writing under the common seal of the company, and may in the same manner be varied or discharged; (b) any contract that if made between private persons would be by law required to be in writing and signed by the parties to be charged therewith, may be made on behalf of the company in writing signed by any person acting under its authority, express or implied, and may in the same manner be varied or discharged; (c) any contract that if made between private persons would by law be valid although made by parol only, and not reduced into writing, may be made by parol on behalf of the company by any person acting under its authority, express or implied, and may in the same manner be varied or discharged. (2) All contracts made according to this section are effectual in law, and bind the company and its successors and all other parties thereto, their heirs, executors, or administrators, as the case may be. (3) A bill of exchange or promissory note shall be deemed to have been made, accepted, or endorsed on behalf of a company if made, accepted, or endorsed in the name of, or by or on behalf or on account of, the company by any person acting under its authority. RSA 1980 cC-20 s165 Division 13 Miscellaneous Representation of company at meetings of another corporation 166 A company that is a member of another company may, by resolution of the directors, authorize any of its officials or any other person to act as its representative at any meeting of that other company, and the person so authorized is entitled to exercise the same powers on behalf of the company the person represents as if the person were an individual shareholder of that other company. RSA 1980 cC-20 s166 Power of attorney by company 167 A company may, by writing under its common seal, empower any person, either generally or in respect of any specified matters, as its attorney, to execute deeds on its behalf in any place situated within or outside the limits of Alberta, and every deed signed by the attorney, on behalf of the company and under the attorney’s seal, binds the company and has the same effect as if it were under its common seal. RSA 1980 cC-20 s167 Official seal for use outside Alberta 168 A company may adopt for use in any jurisdiction outside Alberta a facsimile of its corporate seal that complies with the laws of that jurisdiction. RSA 2000 cC-21 s168;2020 c25 s2(76) Acquisition of shares 169 (1) When a scheme or contract involving the transfer of shares or any class of shares in a company (in this section referred to as “the transferor company”) to another company, whether a company within the meaning of this Act or not (in this section referred to as “the transferee company”), has within 4 months after the making of the offer in that behalf by the transferee company been approved by the holders of not less than 90% in value of the shares affected, the transferee company may, at any time within 2 months after the expiration of that 4 months, give notice in the prescribed manner to any dissenting shareholder that it desires to acquire the shareholder’s shares. (2) When that notice is given, the transferee company, unless on an application made by the dissenting shareholder within one month from the date on which the notice was given the Court thinks fit to order otherwise, is entitled and bound to acquire those shares on the terms on which under the scheme or contract the shares of the approving shareholders are to be transferred to the transferee company. (3) If a notice has been given by the transferee company under this section, and the Court has not, on an application made by the dissenting shareholder, ordered to the contrary, the transferee company shall, on the expiration of one month from the date on which the notice has been given, or, if an application to the Court by the dissenting shareholder is then pending, after that application has been disposed of, transmit a copy of the notice to the transferor company and pay or transfer to the transferor company the amount or other consideration representing the price payable by the transferee company for the shares that by virtue of this section that company is entitled to acquire, and the transferor company shall thereupon register the transferee company as the holder of those shares. (4) Any sums received by the transferor company under this section shall be paid into a separate bank account, and those sums and any other consideration so received shall be held by that company on trust for the several persons entitled to the shares in respect of which the sums or other consideration were respectively received. (5) In this section, “dissenting shareholder” includes a shareholder who has not assented to the scheme or contract and any shareholder who has failed or refused to transfer shares to the transferee company in accordance with the scheme or contract. RSA 1980 cC-20 s169 Compromise 170 (1) In this section “arrangement” shall be construed as extending to a reorganization of the share capital of the company by the consolidation of shares of different classes or by the division of shares into shares of different classes or by both those methods. (2) If a compromise or arrangement is proposed between a company and its creditors or any class of them, or between the company and its members or any class of them, the Court may, on the application of the company or of any creditor or member of the company, order a meeting of the creditors or class of creditors, or of the members of the company or class of members, as the case may be, to be summoned in a manner the Court directs. (3) If a majority in number representing 75% in value of the creditors or class of creditors, or members or class of members, as the case may be, present and voting either in person or by proxy at the meeting, agree to any compromise or arrangement, the compromise or arrangement, if sanctioned by the Court, is binding on all the creditors or the class of creditors, or on the members or class of members, as the case may be, and also on the company. (4) When an order is made under this section, a copy of the order shall be filed with the Registrar within 15 days from the date of the order or within a further time that the Court may allow, and the compromise or arrangement does not take effect until a copy has been so filed. (5) , (6) Repealed 2020 c25 s2(77). RSA 2000 cC-21 s170;2009 c53 s39;2020 c25 s2(77) Reconstruction of company or amalgamation 171 (1) In this section (a) “property” includes property, rights and powers of every description; (b) “liabilities” includes duties. (2) When an application is made to the Court under section 170 for the sanctioning of a compromise or arrangement proposed between a company and the persons mentioned in that section, and it is shown to the Court that the compromise or arrangement has been proposed for the purposes of or in connection with a scheme for the reconstruction of any company or companies or amalgamation of any 2 or more companies, and that under the scheme the whole or any part of the undertaking or the property of any company concerned in the scheme (in this section referred to as “a transferor company”) is to be transferred to another company (in this section referred to as “the transferee company”), the Court may, either by the order sanctioning the compromise or arrangement or by any subsequent order, make provision for all or any of the following matters: (a) the transfer to the transferee company of the whole or any part of the undertaking and of the property or liabilities of a transferor company; (b) the allotting or appropriation by the transferee company of any shares, debentures, or other like interests in that company that under the compromise or arrangement are to be allotted or appropriated by that company to or for any person; (c) the continuation by or against the transferee company of any legal proceedings pending by or against a transferor company; (d) the dissolution, without winding‑up, of a transferor company; (e) the provision to be made for any persons who, within the time and in the manner the Court directs, dissent from the compromise or arrangement; (f) any incidental, consequential, and supplemental matters necessary to ensure that the reconstruction or amalgamation will be fully and effectively carried out. (3) If an order under this section provides for the transfer of property or liabilities, that property is by virtue of the order transferred to and vested in, subject in the case of land to the Land Titles Act , and those liabilities are by virtue of the order transferred to and become the liabilities of, the transferee company, and in the case of any property, if the order so directs, the property is freed from any charge that is by virtue of the compromise or arrangement to cease to have effect. (4) When an order is made under this section, every company in relation to which the order is made shall file a copy of the order with the Registrar within 7 days after the making of the order. (5) If a company defaults in complying with subsection (4) it is guilty of an offence. RSA 2000 cC-21 s171;2020 c25 s2(78) Amalgamation 172 (1) Any 2 or more companies, including holding and subsidiary companies, may amalgamate and continue as one company. (2) The companies proposing to amalgamate may enter into an amalgamation agreement, which shall prescribe the terms and conditions of the amalgamation and the mode of carrying the amalgamation into effect. (3) The amalgamation agreement shall further set out (a) the memorandum of association of the amalgamated company as schedule A of the agreement, (b) the articles of association of the amalgamated company as schedule B of the agreement, (c) the names and street addresses or postal addresses of the first directors of the amalgamated company, (d) the date when subsequent directors are to be elected, and (e) the manner of converting the authorized and issued capital of each of the companies into that of the amalgamated company. (f), (g) repealed 2020 c25 s2(79). (4) The amalgamation agreement shall be submitted to the shareholders of each of the amalgamating companies at general meetings thereof called for the purpose of considering the agreement, and if 75% of the votes cast at each meeting are in favour of the amalgamation agreement (a) the secretary of each of the amalgamating companies shall certify that fact under the corporate seal thereof, and (b) the amalgamation agreement shall be deemed to have been adopted by each of the amalgamating companies. (5) to (8) Repealed 2020 c25 s2(79). (9) The amalgamation agreement shall be filed with the Registrar together with notice of the location of the registered office of the amalgamated company. (10) On the receipt of the amalgamation agreement and notice of the location of the registered office, the Registrar shall (a) issue a certificate of amalgamation, and (b) publish in The Alberta Gazette or the Registrar’s periodical at the expense of the applicants for amalgamation a notice of the amalgamation setting out (i) the names of the companies that are amalgamated, (ii) the name of the amalgamated company, and (iii) repealed 2020 c25 s2(79), (iv) any other information the Registrar considers necessary. (11) On and from the date of the certificate of amalgamation, the amalgamating companies are amalgamated and are continued as one company hereinafter called the “amalgamated company”, having the memorandum and articles of association set out in schedules A and B of the amalgamation agreement. (12) The amalgamated company thereafter possesses all the property, rights, privileges and franchises and is subject to all the liabilities, contracts and debts of each of the amalgamating companies, and all the provisions of the amalgamation agreement respecting the name of the amalgamated company, its capital and objects shall be deemed to constitute the memorandum of association of the amalgamated company. (13) If the amalgamation agreement does not provide for the adoption of the articles of one of the amalgamating companies, or for the adoption of new articles, as articles of association for the amalgamated company, the shareholders of the amalgamated company, at a general meeting thereof called for the purpose, may, if approved by 75% of the votes cast thereat, adopt and agree on articles of association for the amalgamated company. (14) When new articles of association are adopted for the amalgamated company, the articles may be filed with the Registrar at the same time as the amalgamation agreement or subsequently if the articles are certified (a) by each secretary of each amalgamating company, when the articles were adopted and agreed on as a provision of the amalgamation agreement, or (b) by the secretary of the amalgamated company, when the articles were adopted and agreed on by the shareholders of the amalgamated company. (15) , (16) Repealed 2020 c25 s2(79). (17) For the purpose of this section, a company shall be deemed to be another’s holding company if, but only if, that other is its subsidiary. (18) For the purpose of this section, a company shall be deemed to be a subsidiary of another company if, but only if, (a) it is controlled by (i) that other, (ii) that other and one or more companies each of which is controlled by that other, or (iii) 2 or more companies each of which is controlled by that other, or (b) it is a subsidiary of a company that is that other’s subsidiary. (19) An amalgamated company shall, for the purposes of the other provisions of this Act, be deemed to be a company incorporated under this Act within the meaning of section 1(d), so far as the nature of an amalgamated company will permit. RSA 2000 cC‑21 s172;2018 c20 s3;2020 c25 s2(79) 173 to 176 Repealed 2020 c25 s2(80). Division 14 Inspection Inspectors appointed by Court 177 (1) On an application by the shareholders of a company holding shares representing not less than 10% of the issued capital of the company, or on an application of at least 10% of the members of a company without share capital, the Court may appoint an inspector to investigate the affairs and management of the company or may appoint a person to audit its books. (2) Repealed 2020 c25 s2(81). (3) The Court may require the applicants to give security to cover the probable cost of the investigation or audit and may make rules and prescribe the manner in which and the extent to which the investigation or audit is to be conducted. (4) The expense of the investigation may, in the discretion of the Court, be defrayed by the company, the applicants or both parties. (5) A company may, by resolution passed at an annual meeting or at a general meeting called for that purpose, appoint an inspector to investigate its affairs and management. (6) The inspector appointed under subsection (5) has the same powers and shall perform the same duties as an inspector appointed under subsection (1). (7) Repealed 2020 c25 s2(81). (8) Any such inspector or auditor may examine on oath the officers, agents and employees of the company in relation to its affairs and management. (9) , (10) Repealed 2020 c25 s2(81). RSA 2000 cC-21 s177;2020 c25 s2(81) Inspector appointed by company 178 (1) A company may by special resolution appoint inspectors to investigate its affairs. (2) Inspectors so appointed have the same powers and duties as inspectors appointed by the Lieutenant Governor in Council, except that, instead of reporting to the Lieutenant Governor in Council, they shall report in the manner and to the persons that the company in general meeting may direct. (3) Directors, managers, officers, and agents of the company in case of refusal to produce any book or document required to be produced to inspectors so appointed, or to answer any question, are liable to be proceeded against in the same manner as if the inspectors had been appointed by the Lieutenant Governor in Council. RSA 1980 cC-20 s178 Inspector ’ s reports as evidence 179 A copy of the report of any inspectors appointed under this Act, authenticated by the seal of the company whose affairs they have investigated, is admissible in any legal proceeding as evidence of the opinion of the inspectors in relation to any matter contained in the report. RSA 1980 cC-20 s179 Part 7 Repealed 2020 c25 s2(82). Part 8 Extra-provincial Companies 182 to 199 Repealed 1981 cB‑15 s284(5). Part 9 Provisions Applying to Companies with Objects other than the Acquisition of Gain Registration of charitable association 200 (1) When an association has been or is about to be formed as a limited company for the purpose of promoting art, science, religion, charity or any other useful object, and it is the intention of the association to apply the profits, if any, or any other income of the association in promoting its objects and to prohibit the payment of any dividend to the members of the association, the Registrar may direct the association to be registered with limited liability without the addition of the word “limited” to its name and the association may be registered accordingly. (2) On registration the association has all the privileges conferred and is subject to the obligations imposed by this Act on limited companies, with the exception that none of the provisions of this Act that require a limited company to use the word “limited” as a part of its name or to publish its name apply to an association so registered. (3) The direction by the Registrar may be made on any conditions and subject to any regulations the Registrar thinks fit to impose, and the conditions and regulations are binding on the association and may at the option of the Registrar be inserted in the memorandum and articles of association or in one of those documents. RSA 2000 cC-21 s200;2020 c25 s2(83) Use of word “ limited ” 201 In the case of any association or company formed for the above mentioned purposes or any of them and using the word “limited” as a part of its name, the Registrar may on the application of the association or company authorize the discontinuance of the word “limited” as part of the name, and on the authorization being granted the association or company is entitled to the same benefits and subject to the same liabilities as associations registered under this Part. RSA 1980 cC‑20 s201 Associations for recreation 202 (1) When an association has been or is about to be formed as a limited company solely for the purpose of promoting recreation among its members and it is the intention of the association to apply the profits, if any, or any other income of the association in promoting its objects and it is not formed with gain for its object and no dividend shall be divided among the members of the association, the Registrar may direct the association to be registered with limited liability without the addition of the word “limited” to its name, and the association may be registered accordingly. (2) On registration the association has all the privileges conferred and is subject to the obligations imposed by this Act on limited companies, with the exception that none of the provisions of this Act that require a limited company to use the word “limited” as a part of its name or to publish its name apply to an association so registered. RSA 2000 cC-21 s202;2020 c25 s2(84) Revocation of direction or authorization 202.1 The Registrar shall not revoke any direction or authorization given by the Registrar under section 200, 201 or 202. 1981 cB‑15 s284(5) 203 Repealed 1981 cB‑15 s284(5). Part 10 Dissolution Division 1 Cancellation of Incorporation Cancellation for cause 204 (1) On sufficient cause being shown to the Registrar, the Registrar may issue to the Lieutenant Governor in Council a certificate declaring that the Registrar is satisfied that the incorporation of any company should be revoked and cancelled. (2) On receipt of the certificate, the Lieutenant Governor in Council may revoke and cancel the incorporation of the company and declare the company to be dissolved on any conditions and subject to any provisions the Lieutenant Governor in Council considers proper. (3) Every person who by himself or herself or in association with others, carries on or attempts to carry on the business of a company the incorporation of which has been revoked and cancelled, and that has been declared to be dissolved, is guilty of an offence. RSA 2000 cC-21 s204;2020 c25 s2(85) Division 2 Removal from Register of Companies Defunct or in Default Dissolution by Registrar 205 (1) Subject to subsections (2) and (3), if a company (a) has not commenced business within 3 years after the date mentioned in its certificate of incorporation, (b) has not carried on business for 3 consecutive years, or (c) has failed to send or file for a period of 2 years any return, notice or document required to be filed with or sent to the Registrar, the Registrar may dissolve the company by issuing a certificate of dissolution, or the Registrar may apply to the Court for an order dissolving the corporation under section 226. (2) The Registrar shall not dissolve a company under this section until the Registrar has (a) given 120 days’ notice of the Registrar’s intention to dissolve the company to the company and to each director of the company, and (b) published notice of the Registrar’s intention to dissolve the company in The Alberta Gazette or the Registrar’s periodical. (3) Unless cause to the contrary has been shown or an order has been made by the Court under section 289, the Registrar may, after expiry of the period referred to in subsection (2)(a), issue a certificate of dissolution. (4) The company ceases to exist on the date shown in the certificate of dissolution. RSA 2000 cC-21 s205;2020 c25 s2(86) Restoration of company to register 206 (1) If a company or any member or creditor thereof is aggrieved by the company having been struck off the register, the Court, on the application of the company or member or creditor, may, if satisfied that the company was at the time of the striking off carrying on business or in operation, or otherwise that it is just that the company be restored to the register, order the company to be restored to the register, and on a copy of the order being filed with the Registrar the company shall be deemed to have continued in existence as if it had not been struck off, and the Court may by the order give any directions and make any provisions that seem just for placing the company and all other persons in the same position as nearly as possible as if the company had not been struck off, but without prejudice to the rights of parties acquired prior to the date on which the company is restored to the register. (1.1) Repealed 2021 c18 s75. (2) When an application to the Court to restore a company to the register is made under this section, (a) notice of the application shall be given to the Registrar, (b) a copy of the order shall be filed with the Registrar but no order takes effect until any lawful requirements in respect of the company are fulfilled and the order is filed, (c) on receipt of a copy of the order, the Registrar shall publish a notice of the restoration of the company to the register in The Alberta Gazette or the Registrar’s periodical, (d) if the application is not made within 3 years from the date on which the company was struck off, and another company has been incorporated under the same or a similar name, and the Registrar objects to the restoration of the company under its own name, the Court shall by the order provide that the company be restored under another name approved by the Registrar in writing, and the order, subject to clause (b), takes effect in the same manner as if the company had changed its name and the Registrar had issued a certificate in accordance with this Act, and (e) the Court may make an order restoring the company for a limited period or for the purpose of carrying out a particular purpose, and after the expiration of that period, or the execution of that purpose, the company shall forthwith be struck off the register by the Registrar. (f) repealed 2020 c25 s2(87). (3) Where the Registrar receives notice of an application under this section the Registrar may require the applicant to provide to the Registrar documents relating to corporate names that are prescribed by the regulations. RSA 2000 cC‑21 s206;2007 cU‑1.5 s69;2009 c48 s3; 2020 c25 s2(86);2021 c18 s75 207 Repealed 2020 c25 s2(88). Penalty 208 Every person who carries on or attempts to carry on the business of a company that has been struck off the register and has not been restored to the register is guilty of an offence. RSA 2000 cC-21 s208;2020 c25 s2(89) Division 3 Winding‑up Generally Preliminary Modes of winding-up 209 (1) The winding‑up of a company may be (a) by the Court, (b) voluntary, or (c) subject to the supervision of the Court. (2) The provisions of this Act with respect to winding‑up apply, unless the contrary appears, to the winding‑up of a company in any of those modes. RSA 1980 cC‑20 s209 Contributories Liability as contributories 210 (1) In the event of a company being wound up, every present and past member is, subject to this Act, liable to contribute to the assets of the company to an amount sufficient for payment of its debts and liabilities and the costs, charges, and expenses of the winding‑up, and for the adjustment of the rights of the contributories among themselves, with the qualifications following: (a) a past member is not liable to contribute if the past member has ceased to be a member for one year or upwards before the commencement of the winding‑up; (b) a past member is not liable to contribute in respect of any debt or liability of the company contracted after the past member ceased to be a member; (c) a past member is not liable to contribute unless it appears to the Court that the existing members are unable to satisfy the contributions required to be made by them pursuant to this Act; (d) in the case of a company limited by shares, or a company incorporated by Special Act of the Legislature and having share capital, no contribution shall be required from any member exceeding the amount, if any, unpaid on the shares in respect of which the member is liable as a present or past member; (e) repealed 2020 c25 s2(90); (f) in the case of a company limited by guarantee, no contribution shall be required from any member exceeding the amount undertaken to be contributed by the member to the assets of the company in the event of its being wound up; (g) a sum due to any member of a company, in the member’s character as a member, by way of dividends, profits, or otherwise, shall not be deemed to be a debt of the company and payable to that member in a case of competition between himself or herself and any other creditor not a member of the company, but any such sum may be taken into account for the purpose of the final adjustment of the rights of the contributories among themselves. (2) In the winding‑up of a company limited by guarantee and having a share capital, every member of the company is, in addition to the amount undertaken to be contributed by the member to the assets of the company in the event of its being wound up, liable to contribute to the extent of any sums unpaid on any shares held by the member. RSA 2000 cC-21 s210;2020 c25 s2(90) Liability of contributory 211 The liability of a contributory creates a debt, of the nature of a specialty, accruing due from the contributory at the time when his or her liability commenced, but payable at the times when calls are made for enforcing the liability. RSA 1980 cC-20 s211 Contributories in case of death of member 212 (1) If a contributory dies either before or after the contributory has been placed on the list of contributories, the contributory’s personal representative and heirs and devisees are liable in due course of administration to contribute to the assets of the company in discharge of the contributory’s liability. (2) If the personal representatives default in paying any money ordered to be paid by them, proceedings may be taken for administering the personal and real estates of the deceased contributory, or either of them, and of compelling payment thereout of the money due. RSA 2000 cC-21 s212;2020 c25 s2(91) Liability of trustee in bankruptcy 213 If a contributory becomes bankrupt, either before or after the contributory has been placed on the list of contributories, then (a) the trustee in bankruptcy shall represent the contributory for all the purposes of the winding‑up and may be called on to admit to proof against the estate of the bankrupt, or otherwise to allow to be paid out of the contributory’s assets in due course of law, any money due from the bankrupt in respect of his or her liability to contribute to the assets of the company, and (b) there may be proved against the estate of the bankrupt the estimated value of the contributory’s liability to future calls as well as calls already made. RSA 2000 cC-21 s213;2020 c25 s2(92) Division 4 Winding‑up by Court Winding-up by Court 214 A company may be wound up by the Court, (a) if the company has by special resolution resolved that the company be wound up by the Court, (b) if default is made in filing an annual report or in holding an annual meeting, (c) if the company does not commence its business within a year from its incorporation, or suspends its business for a whole year, (d) if the number of members is reduced, in the case of a private company, below 2, or, in the case of any other company, below 3, or (e) if the Court is of the opinion that it is just and equitable that the company should be wound up. RSA 1980 cC-20 s214 Application to Court for winding-up 215 (1) Subject to subsections (2) and (3), an application to the Court for the winding-up of a company may be made by the company or a contributory or contributories, or either of those parties, together or separately. (2) A contributory is not entitled to apply to the Court for the winding-up of a company unless (a) the number of the members is reduced, in the case of a private company, below 2, or, in the case of any other company, below 3, or (b) the shares in respect of which the person is a contributory, or some of them, were originally allotted to the person, or have been held by the person and registered in the person’s name for at least 6 months during the 18 months before the commencement of the winding-up, or have devolved on the person through the death of a former holder. (3) When a company is being wound up voluntarily or is being wound up subject to the supervision of the Court, an application to have the company wound up by the Court may be made to the Court by the liquidator, any creditor or any other person authorized to do so under the other provisions of this section, but the Court may make the winding‑up order on the application only if it is satisfied that the voluntary winding‑up or winding‑up subject to the supervision of the Court cannot be continued with due regard to the interests of the creditors or contributories. RSA 2000 cC-21 s215;2020 c25 s2(93) Winding-up order 216 (1) On hearing the application the Court may dismiss it with or without costs, or adjourn the hearing conditionally or unconditionally, or make any interim order, or any other order that it considers just, but the Court shall not refuse to make a winding‑up order on the ground only that the assets of the company have been mortgaged to an amount equal to or in excess of those assets, or that the company has no assets. (2) When the application is made on the ground of default in filing the annual report or in holding the annual meeting, the Court may, instead of directing that the company be wound up, give directions for the report to be filed or the meeting to be held, or make any other order that may be just, and may order the costs to be paid by any persons who, in the opinion of the Court, are responsible for the default. RSA 2000 cC-21 s216;2020 c25 s2(94) Filing winding-up order 217 (1) On the making of a winding‑up order, a copy of the order shall, within 15 days from the date of the order, be filed by the liquidator with the Registrar. (2) Every liquidator who defaults in complying with the requirement of this section is guilty of an offence. RSA 2000 cC-21 s217;2020 c25 s2(95) Commencement of winding-up 218 A winding‑up of a company by the Court shall be deemed to commence at the time the application for the winding-up is made. RSA 2000 cC-21 s218;2020 c25 s2(96) Power to stay or restrain proceedings 219 At any time after an application for winding-up has been made and before a winding-up order is made, the company or any contributory may (a) if any action or proceeding against the company is pending in the Court or Court of Appeal, apply to the court in which the action or proceeding is pending for a stay of proceedings therein, or (b) if any other action or proceeding is pending against the company, apply to the court having jurisdiction to wind up the company to restrain further proceedings in the action or proceeding, and the court to which application is so made may stay or restrain the proceedings accordingly on any terms it thinks fit. RSA 2000 cC-21 s219;2020 c25 s2(97) Effect of winding-up order 220 When a winding‑up order has been made, (a) every disposition of the property, including choses in action, of the company and every transfer of shares or alteration in the status of its members is void, unless the Court otherwise orders, (b) no action or proceeding shall be proceeded with or commenced against the company except with the permission of the Court and subject to any terms the Court may impose, and (c) any attachment, sequestration, distress, or execution put in force against the estate or effects of the company after the commencement of the winding‑up is void. RSA 2000 cC-21 s220;2014 c13 s21 Wishes of creditors or contributories 221 The Court may, as to all matters relating to a winding‑up by the Court, have regard to the wishes of the creditors or contributories as proved to it by any sufficient evidence. RSA 1980 cC-20 s221 Operation of order in favour of creditors, etc. 222 An order for winding up a company operates in favour of all the creditors and of all the contributories of the company. RSA 1980 cC-20 s222 Inspection of books 223 After an order for a winding‑up, the Court may make any order for inspection, by creditors and contributories of the company, of its books and papers that the Court thinks just, and any books and papers in the possession of the company may be inspected by creditors or contributories accordingly, but not further or otherwise. RSA 1980 cC-20 s223 Order to stay winding-up 224 The Court may, at any time after an order for a winding‑up, and on proof to the satisfaction of the Court that all proceedings in relation to the winding‑up ought to be stayed, make an order staying the proceedings, either altogether or for a limited time, on the terms and conditions the Court thinks fit. RSA 1980 cC-20 s224 Costs 225 The Court may, in the event of the assets being insufficient to satisfy the liabilities, make an order as to the payment out of the assets of the costs, charges, and expenses incurred in the winding‑up in the order of priority the Court thinks just. RSA 1980 cC-20 s225 Dissolution of company 226 (1) When the affairs of a company have been completely wound up, the Court shall make an order that the company be dissolved from the date of the order, and the company is dissolved accordingly. (2) A copy of the order shall be filed by the liquidator with the Registrar within 15 days from the date of the order. (3) Every liquidator who defaults in complying with the requirements of this section is guilty of an offence. RSA 2000 cC-21 s226;2020 c25 s2(98) Contributories, Assets, etc. Lists of contributories and application of assets 227 (1) As soon as possible after making a winding‑up order, the Court shall settle a list of contributories, with power to rectify the register of members in all cases where rectification is required pursuant to this Act, and shall cause the assets of the company to be collected and applied in discharge of its liabilities. (2) When it appears to the Court that it will not be necessary to make calls on or adjust the rights of contributories, the Court may dispense with the settlement of a list of contributories. (3) In settling the list of contributories, the Court shall distinguish between persons who are contributories in their own right and persons who are contributories as being representatives of or liable for the debts of others. RSA 1980 cC-20 s227 Adjustment of rights of contributories 228 The Court shall adjust the rights of the contributories among themselves, and distribute any surplus among the persons entitled thereto. RSA 1980 cC-20 s228 Calls 229 (1) The Court may, at any time after making a winding‑up order, and either before or after it has ascertained the sufficiency of the assets of the company, make calls on and order payment thereof by all or any of the contributories for the time being settled on the list of the contributories to the extent of their liability, for payment of any money that the Court considers necessary to satisfy the debts and liabilities of the company, and the costs, charges, and expenses of the winding‑up, and for the adjustment of the rights of the contributories among themselves. (2) In making a call the Court may take into consideration the probability that some of the contributories may partly or wholly fail to pay the call. RSA 1980 cC-20 s229 Payment of debts by contributories 230 (1) The Court may, at any time after making a winding‑up order, make an order on any contributory for the time being settled on the list of contributories to pay, in the manner directed by the order, any money due from the contributory, or from the estate of the person whom the contributory represents, to the company, exclusive of any money payable by the contributory or the estate by virtue of any call pursuant to this Act. (2) When all the creditors are paid in full, any money due on any account whatever to a contributory from the company may be allowed to the contributory by way of set‑off against any subsequent call. RSA 1980 cC-20 s230 Arrest of absconding contributory 231 The Court, at any time either before or after making a winding‑up order, may on proof of probable cause for believing that a contributory is about to leave Alberta, or otherwise to abscond or to remove or conceal any of the contributory’s property for the purpose of evading payment of calls or of avoiding questioning respecting the affairs of the company, cause the contributory to be arrested, and the contributory’s books and papers and movable personal property to be seized, and him or her and them to be safely kept until such time as the Court may order. RSA 2000 cC-21 s231;2009 c53 s39 Delivery of property 232 The Court may, at any time after making a winding‑up order, require any contributory for the time being settled on the list of contributories, and any trustee, receiver, banker, agent, director, manager, or officer of the company, to pay, deliver, convey, surrender or transfer forthwith, or within the time the Court directs, to the liquidator any money, property, or books and papers in his or her possession and to which the company is prima facie entitled. RSA 1980 cC-20 s232 Court summons 233 (1) The Court may, after it has made a winding‑up order, summon before it any director, manager, or officer of the company or person known or suspected to have in his or her possession any property of the company or supposed to be indebted to the company, or any person whom the Court thinks capable of giving information concerning the trade, dealings, affairs, or property of the company. (2) The Court may question that person on oath concerning the matter, either by word of mouth or on written interrogatories, and may reduce any answers to writing and require the person to sign them. (3) The Court may require that person to produce any books and papers in his or her custody or power relating to the company, and, if the person claims any lien on books or papers produced by the person, the production is without prejudice to that lien, but the Court has jurisdiction in the winding‑up to determine all questions relating to that lien. (4) If any person so summoned, after being tendered a reasonable sum for expenses, refuses to come before the Court at the time appointed and does not have a lawful impediment made known to the Court at the time of its sitting and allowed by it, the Court may cause the person to be apprehended and brought before the Court for questioning. RSA 2000 cC-21 s233;2009 c53 s39 Order to pay money into bank 234 (1) The Court may order any contributory, purchaser, or other person from whom money is due to the company to pay it into a bank to the account of the liquidator instead of to the liquidator, and the order may be enforced in the same manner as if it had directed payment to the liquidator. (2) All money and securities paid or delivered into a bank in the event of a winding‑up by the Court are subject in all respects to the orders of the Court. RSA 1980 cC-20 s234 235 Repealed 2020 c25 s2(99). Powers of Court cumulative 236 Any powers by this Act conferred on the Court are in addition to and not in restriction of any existing powers of instituting proceedings against any contributory or debtor of the company, or the estate of any contributory or debtor, for the recovery of any call or other sums. RSA 1980 cC-20 s236 Proof by Creditors Proving debts 237 The Court may fix a time or times within which creditors are to prove their debts or claims, or to be excluded from the benefit of any distribution made before those debts are proved. RSA 1980 cC-20 s237 Examination of Promoters, etc. Public questioning of promoters, etc.

238 (1) When an order for winding‑up a company has been made by the Court and the liquidator has made a report under this Act stating that in the liquidator’s opinion a fraud has been committed by any person in the promotion or formation of the company, or by any director, manager, or officer of the company in relation to the company since its formation, the Court may, after consideration of the report, direct that any person who has taken any part in the promotion or formation of the company, or has been a director, manager, or officer of the company, attend before the Court on a day appointed by the Court for that purpose and be publicly questioned as to the promotion or formation or the conduct of the business of the company, or as to the person’s conduct and dealings as director, manager, or officer thereof. (2) The liquidator and any creditor or contributory may take part in the questioning, either personally or by solicitor or counsel. (3) The Court may put any questions to the person questioned that the Court thinks fit. (4) to (9) Repealed 2020 c25 s2(99). RSA 2000 cC-21 s238;2009 c53 s39;2020 c25 s2(99) Prosecution of delinquent directors 239 If it appears to the Court in the course of a winding‑up by the Court that any past or present director, manager, officer, or member of the company has been guilty of any offence in relation to the company and for which he or she is criminally responsible, the Court may, on the application of any person interested in the winding‑up, or of its own motion, direct the liquidator to prosecute for the offence, and may order the costs and expenses to be paid out of the assets of the company. RSA 1980 cC-20 s239 Liquidators Appointment, remuneration, title, etc., of liquidators 240 (1) For the purpose of conducting the proceedings in winding up a company and performing the duties in reference thereto that the Court may impose, the Court may appoint a liquidator or liquidators. (2) The Court may at any time after an application for winding-up is made, and before the appointment of a liquidator or liquidators, appoint any fit person as a provisional liquidator, and may limit and restrict the person’s powers by the order appointing the person. (3) No liquidator or provisional liquidator is capable of acting as such until he or she has filed with the Registrar a notice of his or her appointment, and given the security in the amount that the Court may direct. (4) Repealed 2020 c25 s2(100). (5) If more than one liquidator is appointed by the Court, the Court may declare whether any act by this Act required or authorized to be done by the liquidator is to be done by all or any one or more of the persons appointed. (6) A liquidator appointed by the Court may resign or, on cause shown, be removed by the Court. (7) Repealed 2020 c25 s2(100). (8) The Court may order that the liquidator receive a salary or remuneration by way of percentage or otherwise, and if more than one person is appointed liquidator, may order that the remuneration be distributed among them in the proportions the Court directs. (9) Repealed 2020 c25 s2(100). (10) The acts of a liquidator are valid notwithstanding any defects that may afterwards be discovered in the liquidator’s appointment or qualification. RSA 2000 cC-21 s240;2020 c25 s2(100) Custody of company ’ s property 241 (1) In a winding‑up by the Court the liquidator or the provisional liquidator, as the case may be, shall take into his or her custody or under his or her control all the property to which the company is or appears to be entitled. (2) In a winding‑up by the Court all the property of the company shall be deemed to be in the custody of the Court, if and so long as there is no liquidator. RSA 2000 cC-21 s241;2020 c25 s2(101) Application for directions 242 The liquidator may apply to the Court for directions in relation to any particular matter arising under the winding‑up. RSA 1980 cC-20 s242 Powers of liquidator 243 (1) The liquidator in a winding‑up by the Court may, with the sanction of the Court, (a) bring or defend any action or other legal proceeding in the name and on behalf of the company; (b) carry on the business of the company, so far as may be necessary for the beneficial winding‑up thereof; (c) appoint a solicitor to assist the liquidator in the performance of his or her duties; (d) employ an agent to do any business that the liquidator is unable to do himself or herself, but the sanction in this case must be obtained before the employment, except in cases of urgency, and in those cases it must be shown that no undue delay took place in obtaining the sanction; (e) pay any classes of creditors in full; (f) make any compromise or arrangement with any creditors or class of creditors or any persons claiming to be creditors, or having or alleging themselves to have any claim, present or future, certain or contingent, ascertained or sounding only in damages against the company, or whereby the company may be rendered liable; (g) make any compromise or arrangement in respect of calls and liabilities to calls, debts, and liabilities capable of resulting in debts, and all claims, present or future, certain or contingent, ascertained or sounding only in damages, subsisting or supposed to subsist between the company and a contributory, or alleged contributory, or other debtor or person apprehending liability to the company, and in respect of all questions in any way relating to or affecting the assets or the winding‑up of the company, on the terms agreed, and take any security for the discharge of any call, debt, liability, or claim, and give a complete discharge in respect thereof; (h) sell the real and personal property and choses in action of the company by public auction or private contract and transfer the whole thereof to any person or company, or sell it in parcels; (i) do all acts, and execute all deeds, receipts, and other documents in the name and on behalf of the company, and for that purpose use, when necessary, the company’s seal; (j) prove, rank, and claim in the distribution of the estate of any contributory for any balance against his or her estate, and receive dividends in the distribution in respect of that balance, as a separate debt due from the estate of the contributory, and ratably with the other separate creditors; (k) draw, accept, make and endorse any bill of exchange or promissory note in the name and on behalf of the company, with the same effect with respect to the liability of the company as if the bill or note had been drawn, accepted, made, or endorsed by or on behalf of the company in the course of its business; (l) raise on the security of the assets of the company any money requisite; (m) take out in the liquidator’s official name letters of administration to any deceased contributory, and do in the liquidator’s official name any other act that is necessary for obtaining payment of any money due from a contributory or the contributory’s estate and that cannot be conveniently done in the name of the company, and in all such cases the money due shall, for the purpose of enabling the liquidator to take out the letters of administration or recover the money, be deemed to be due to the liquidator; (n) do all other things that may be necessary for winding up the affairs of the company and distributing its assets. (2) The Court may provide by any order that the liquidator may exercise any of the powers set out in subsection (1), without the further sanction or intervention of the Court. (3) A compromise or arrangement under subsection (1)(f) or (g) and affecting all the creditors or a class of creditors is binding on a company if sanctioned by a special resolution of the company, and on all the creditors or the class of creditors if acceded to by 75% in number and value of all the creditors or of the class of creditors. RSA 1980 cC-20 s243 Forms, rules and regulations 244 (1) The Court, or any 3 of the judges thereof, may, from time to time, make and settle the forms, rules and regulations to be followed and observed in proceedings under this Act and may make rules as to the costs, fees and charges which shall or may be had, taken or paid in all such cases by or to solicitors or counsel, and by or to officers of the Court, whether for the officers or for the Crown, and by or to civil enforcement agencies or other persons for whom it may be necessary to provide, and for any service performed or work done under this Act. (2) Until forms, rules and regulations are so approved, and subject to any that may be approved, the practice under this Act shall, in cases not hereinbefore provided for, be the same, as nearly as possible, as under the Winding‑up Act (Canada), and the rules of the Court made thereunder or applicable thereto. RSA 1980 cC‑20 s244;1994 cC‑10.5 s117 Special manager 245 (1) The liquidator of a company that is being wound up by the Court may, if satisfied that the nature of the estate or business of the company, or the interests of the creditors or contributories generally, require the appointment of a special manager of the estate or business of the company other than himself or herself, apply to the Court to, and the Court may on the application, appoint a special manager thereof to act during the time the Court directs, with the powers, including any of the powers of a receiver or manager, entrusted to him by the Court. (2) The Court may order the special manager to give a security and account to the Court and may direct the remuneration to be received by the special manager. RSA 2000 cC-21 s245;2020 c25 s2(102) Payment into bank by liquidator 246 (1) Every liquidator of a company that is being wound up by the Court shall, in the manner and at the times the Court may direct, pay the money received by the liquidator into a bank. (2) Repealed 2020 c25 s2(103). (3) A liquidator of a company that is being wound up by the Court shall not pay any sums received by the liquidator as liquidator into the liquidator’s private banking account. RSA 2000 cC-21 s246;2020 c25 s2(103) Accounts of liquidator 247 (1) Every liquidator of a company that is being wound up by the Court shall at the times the Court may order, but not less than once in each year during the liquidator’s tenure of office, send to the clerk of the Court an account of the liquidator’s receipts and payments as liquidator. (2) Repealed 2020 c25 s2(104). (3) The Court may direct that the account be audited, and for the purpose of the audit the liquidator shall furnish the auditor with any information the auditor may require, and the auditor may at any time require the production of and inspect any books or accounts kept by the liquidator. (4) When the account has been audited, a copy of the audited account shall be filed with the Court. (5) The auditor shall provide a copy of the audited account or a summary of the audited account to every creditor and contributory. RSA 2000 cC-21 s247;2020 c25 s2(104) Books to be kept by liquidator 248 Every liquidator of a company that is being wound up by the Court shall keep proper books respecting the winding‑up of the company, and any creditor or contributory may, subject to the control of the Court, personally or by his or her agent inspect any such books. RSA 2000 cC-21 s248;2020 c25 s2(105) Release of liquidator 249 (1) When the liquidator of a company that is being wound up by the Court has realized all the property of the company, or so much thereof as can, in the liquidator’s opinion, be realized without needlessly protracting the liquidation, and has distributed a final dividend, if any, to the creditors and adjusted the rights of the contributories among themselves, and made a final return, if any, to the contributories, or has resigned, or has been removed from office, the Court may, on the liquidator’s application, cause a report on the liquidator’s accounts to be prepared, and, on the liquidator’s complying with all the requirements of this Act, may take into consideration the report, and any objection which may be urged by any creditor, or contributory, or person interested against the release of the liquidator, and may either grant or withhold the release accordingly. (2) If the release of a liquidator is withheld, the Court may, on the application of any creditor or contributory, or person interested, make any order it thinks just, charging the liquidator with the consequences of any act or default that the liquidator may have done or made contrary to his or her duty. (3) An order of the Court releasing the liquidator discharges the liquidator from all liability in respect of any act done or default made by the liquidator in the administration of the affairs of the company, or otherwise in relation to the liquidator’s conduct as liquidator, but the order may be revoked on proof that it was obtained by fraud or by suppression or concealment of any material fact, or may be reversed on appeal to the Court of Appeal. (4) If the liquidator has not previously resigned or been removed, the liquidator’s release operates as a removal of the liquidator from his or her office. RSA 2000 cC-21 s249;2020 c25 s2(106) Control of Court over liquidators 250 (1) The Court may take cognizance of the conduct of liquidators of companies that are being wound up by the Court, and if a liquidator does not faithfully perform the liquidator’s duties and duly observe all the requirements imposed on the liquidator by statute, general rules, or otherwise with respect to the performance of the liquidator’s duties, or if any complaint is made to the Court by any creditor or contributory in regard thereto, the Court may inquire into the matter, and take any action thereon it thinks expedient. (2) The Court may at any time require any liquidator of a company that is being wound up by the Court to answer any inquiry in relation to any winding‑up in which the liquidator is engaged, and may if it thinks fit, order that the liquidator or any other person be questioned on oath concerning the winding‑up before a clerk of the Court named for the purpose, or any special examiner appointed by the Court. (3) The Court may also direct a local investigation to be made of the books of the liquidator. RSA 2000 cC-21 s250;2009 c53 s39;2020 c25 s2(107) Committee of Inspection, Meetings of Creditors, etc. Meetings of creditors and contributories 251 (1) When a winding‑up order has been made by the Court, the liquidator may, and on a request in writing to do so by 10% in value of the creditors or contributories, may forthwith, summon separate meetings of the creditors and contributories of the company for the purpose of determining whether or not an application is to be made to the Court for the appointment of a committee of inspection to act with the liquidator, and who are to be the members of the committee if appointed. (2) The Court may make any appointment and order required to give effect to any such determination, and, if there is a difference between the determinations of the meetings of the creditors and contributories, the Court may decide the difference and make any order thereon the Court thinks fit. RSA 2000 cC-21 s251;2020 c25 s2(108) Members of committee of inspection 252 (1) A committee of inspection appointed pursuant to this Act shall consist of creditors and contributories of the company or persons holding general powers of attorney from creditors or contributories in the proportions agreed on by the meetings of creditors and contributories, or as, in case of difference, may be determined by the Court. (2) The committee shall meet at least once a month and the liquidator or any member of the committee may also call a meeting of the committee when the liquidator or member considers it necessary. (3) The committee may act by a majority of its members present at a meeting. (4) Any member of the committee may resign by notice in writing signed by the member and delivered to the liquidator. (5) If a member of the committee becomes bankrupt or insolvent or compounds or arranges with the member’s creditors, or is absent from 5 consecutive meetings of the committee without the leave of those members who together with the member represent the creditors or contributories, as the case may be, the member’s office thereupon becomes vacant. (6) Any member of the committee may be removed by an ordinary resolution at a meeting of creditors, if the member represents creditors, or of contributories, if the member represents contributories, of which 7 days’ notice has been given, stating the object of the meeting. (7) On a vacancy occurring in a committee the liquidator may forthwith summon a meeting of creditors or of contributories, as the case may be, to fill the vacancy, and the meeting may, by resolution, re‑appoint the same or appoint another creditor or contributory to fill the vacancy. (8) The continuing members of the committee, if not less than 2, may act notwithstanding any vacancy in the committee. RSA 2000 cC-21 s252;2020 c25 s2(109) Directions of creditors 253 (1) Subject to this Act, the liquidator of a company that is being wound up by the Court may, in the administration of the assets of the company and in the distribution thereof among its creditors, have regard to any directions that may be given by resolution of the creditors or contributories at any general meeting, or by the committee of inspection, and any directions given by the creditors or contributories at any general meeting shall, in case of conflict, be deemed to override any directions given by the committee of inspection. (2) The liquidator may summon general meetings of the creditors or contributories for the purpose of ascertaining their wishes, and the liquidator shall summon meetings at the times the creditors or contributories, by resolution, either at the meeting appointing the liquidator or otherwise, may direct, or whenever requested in writing to do so by 10% in value of the creditors or contributories, as the case may be. RSA 2000 cC-21 s253;2020 c25 s2(110) Division 5 Voluntary Winding‑up Resolution to Wind up and Effect Voluntary winding-up 254 A company may be wound up voluntarily (a) when the period, if any, fixed for the duration of the company by the articles expires, or the event, if any, occurs on the occurrence of which the articles provide that the company is to be dissolved, and the company in general meeting has passed a special resolution requiring the company to be wound up, (b) if the company resolves by special resolution that the company be wound up voluntarily, or (c) if the company resolves by special resolution that by reason of its liabilities it is advisable to wind up. RSA 1980 cC-20 s254 Notice of resolution 255 (1) When a company has resolved by special resolution to wind up voluntarily, it may publish a notice of the resolution in The Alberta Gazette. (2) Repealed 2020 c25 s2(111). RSA 2000 cC-21 s255;2020 c25 s2(111) Commencement of winding-up 256 A voluntary winding‑up commences at the time of the passing of the resolution authorizing the winding‑up. RSA 2000 cC-21 s256;2020 c25 s2(112) Procedure in voluntary winding-up 257 (1) When a company is wound up voluntarily, (a) the company shall, from the commencement of the winding‑up, cease to carry on its business, except so far as may be required for the beneficial winding‑up thereof, but the corporate state and corporate powers of the company, notwithstanding anything to the contrary in its articles, continue until it is dissolved; (b) the company in general meeting shall appoint one or more liquidators for the purpose of winding‑up the affairs and distributing the assets of the company, and may fix the remuneration to be paid to them; (c) on the appointment of a liquidator all the powers of the directors cease, except so far as the company in general meeting or the liquidator sanctions the continuance thereof; (d) subject to section 283, the property of the company shall be applied in satisfaction of its liabilities pari passu, and, subject thereto, shall, unless the memorandum or articles otherwise provide, be distributed among the members according to their rights and interests in the company; (e) all costs, charges, and expenses properly incurred in the voluntary winding‑up of a company, including the remuneration of the liquidator, are payable out of the assets of the company in priority to all other claims. (2) Every transfer of shares, except transfers made to or with the sanction of the liquidator, and every alteration in the status of the members of the company, made after the commencement of the winding‑up, are void. RSA 1980 cC-20 s257 Appointment of Liquidators Appointment of liquidators 258 (1) Every liquidator in a voluntary winding‑up shall, within 7 days after his or her appointment, file with the Registrar a notice of his or her appointment, and shall within a like period file with the Registrar a notice if he or she resigns his or her appointment or for any other reason ceases to act as liquidator. (2) Every liquidator who defaults in complying with the requirements of this section is guilty of an offence. RSA 2000 cC-21 s258;2020 c25 s2(113) Vacancies 259 (1) If a vacancy occurs by death, resignation or otherwise in the office of liquidator appointed by the company in a voluntary winding‑up, the company in general meeting may, subject to any arrangement with its creditors, fill the vacancy. (2) For that purpose a general meeting may be convened by any contributory or, if there were more liquidators than one, by the continuing liquidator or liquidators. (3) The meeting shall be held in the manner prescribed by the articles, or in the manner that on application by any contributory or by the continuing liquidators, is determined by the Court. RSA 1980 cC-20 s259 Court may appoint or remove liquidator 260 (1) If from any cause whatever there is no liquidator acting, the Court may, on the application of a contributory, appoint a liquidator. (2) The Court may, on cause shown, remove a liquidator, and appoint another liquidator. RSA 1980 cC-20 s260 Delegation of power to appoint liquidators 261 (1) A company about to be or in course of being wound up voluntarily may, by special resolution, delegate to its creditors, or to any committee of them, the power of appointing liquidators, or any of them, and of supplying vacancies among the liquidators, or enter into any arrangement with respect to the powers to be exercised by the liquidators, and the manner in which they are to be exercised. (2) Any act done by creditors pursuant to any such delegated power has the same effect as if it had been done by the company. RSA 1980 cC-20 s261 Several liquidators 262 When several liquidators are appointed, every power hereby given may be exercised by such one or more of them as may be determined at the time of their appointment, or in default of such determination, by any number not less than 2. RSA 1980 cC-20 s262 Powers of Liquidator Powers of liquidator 263 (1) The liquidator may, without the sanction of the Court, exercise all powers by this Act given to the liquidator in a winding‑up by the Court. (2) The liquidator may exercise the powers of the Court under this Act of settling a list of contributories and making calls. RSA 2000 cC-21 s263;2020 c25 s2(114) Sanction of company required in certain cases 264 (1) The liquidator may, with the sanction of a special resolution of the company, (a) pay any class of creditors in full, (b) make any compromise or arrangement with any creditors or class of creditors or any persons claiming to be creditors, or having or alleging themselves to have any claim, present or future, certain or contingent, ascertained or sounding only in damages against the company, or whereby the company may be rendered liable, and (c) make any compromise or arrangement in respect of calls and liabilities to calls, debts, and liabilities capable of resulting in debts, and all claims, present or future, certain or contingent, ascertained or sounding only in damages, subsisting or supposed to subsist between the company and a contributory, or alleged contributory, or other debtor or person apprehending liability to the company, and in respect of all questions in any way relating to or affecting the assets or the winding‑up of the company, on such terms as may be agreed, and take any security for the discharge of any such call, debt, liability or claim, and give a complete discharge in respect thereof. (2) Subject to section 274, a compromise or arrangement under subsection (1)(b) and affecting all the creditors or a class of creditors is binding on all the creditors or the class of creditors if acceded to by 75% in number and value of all the creditors or the class of creditors. RSA 1980 cC-20 s264 General meetings of company 265 When a company is being wound up voluntarily, the liquidator may summon general meetings of the company for the purpose of obtaining the sanction of the company by special resolution, or for any other purposes the liquidator may think fit. RSA 1980 cC-20 s265 Consideration for sale of company ’ s business, etc. 266 (1) When a company (in this section called “the transferor company”) is proposed to be, or is in course of being, wound up voluntarily, and the whole or part of its business or property is proposed to be transferred or sold to another corporation, wheresoever incorporated (in this section called “the transferee company”), the liquidator of the transferor company may, with the sanction of a special resolution of that company, conferring either a general authority on the liquidator or an authority in respect of any particular arrangement, receive, in compensation or part compensation for the transfer or sale, shares, debentures, or other like interests in the transferee company, for distribution among the members of the transferor company, or may enter into any other arrangement whereby the members of the transferor company may, instead of receiving cash, shares, debentures, or other like interests, or in addition thereto, participate in the profits of or receive any other benefit from the transferee company. (2) Any transfer, sale, or arrangement pursuant to this section is binding on the members of the transferor company. (3) Notwithstanding subsections (1) and (2), any member of the transferor company who did not vote in favour of the special resolution and who dissents to the resolution in writing addressed to the liquidator, and left at the registered office of the company within 7 days after the passage of the resolution, may require the liquidator either to abstain from carrying the resolution into effect, or to purchase the dissident member’s interest at a price to be determined by agreement or by arbitration in the manner provided by this section. (4) Repealed 2020 c25 s2(115). (5) A special resolution is not invalid for the purposes of this section by reason that it is passed before or concurrently with a resolution for winding up the company or for appointing liquidators, but if an order for winding up the company by the Court is made within one year from the date of the resolution for winding up, the special resolution is not valid unless sanctioned by the Court. (6) For the purpose of an arbitration under this section, the provisions of the Arbitration Act shall be taken to be incorporated with this Act, and any appointment under that Act may be made under the hand of the liquidator, or, if there is more than one liquidator, then of any 2 or more of the liquidators. RSA 2000 cC-21 s266;2020 c25 s2(115) Prosecution of delinquent directors 267 If it appears to the liquidator in the course of a voluntary winding‑up that any past or present director, manager, officer, or member of the company has been guilty of any offence in relation to the company and for which he or she is criminally responsible, the liquidator, with the previous sanction of the Court, may prosecute the offender, and all expenses properly incurred by the liquidator in the prosecution are payable out of the assets of the company in priority to all other liabilities. RSA 1980 cC-20 s267 Duties of Liquidators Meeting of creditors 268 (1) Every liquidator appointed by a company in a voluntary winding‑up shall, within 7 days from the appointment, send notice by post to all persons who appear to the liquidator to be creditors of the company that a meeting of the creditors of the company will be held on a date, not being less than 14 nor more than 42 days after the appointment, and at a place and hour to be specified in the notice, and shall also advertise notice of the meeting once at least in a local newspaper circulating in the district where the registered office or principal place of business of the company was situated. (2) Every liquidator who fails to comply with the requirements of subsection (1) is guilty of an offence. (3) At the meeting to be held pursuant to subsection (1) the creditors shall determine whether an application should be made to the Court for the appointment of any person as liquidator in the place of or jointly with the liquidator appointed by the company, or for the appointment of a committee of inspection, and, if the creditors so resolve, an application may be made accordingly to the Court at any time, not later than 14 days after the date of the meeting, by any creditor appointed for the purpose by the meeting. (4) On the application the Court may make an order either for the removal of the liquidator appointed by the company and for the appointment of some other person as liquidator or for the appointment of some other person to act as liquidator jointly with the liquidator appointed by the company, or for the appointment of a committee of inspection either together with or without any such appointment of a liquidator, or any other order that, having regard to the interests of the creditors and contributories of the company, seems just. (5) No appeal lies from any order of the Court on an application under this section. (6) The Court may make any order as to the costs of the application it thinks fit, and if it is of the opinion that, having regard to the interests of the creditors in the liquidation, there were reasonable grounds for the application, may order the costs of the application to be paid out of the assets of the company, notwithstanding that the application is dismissed or otherwise disposed of adversely to the applicant. RSA 2000 cC-21 s268;2020 c25 s2(116) General meetings 269 (1) In the event of a voluntary winding‑up continuing for more than one year, the liquidator shall summon a general meeting of the company at the end of the first year from the commencement of the winding‑up, and at the end of each succeeding year, or as soon thereafter as may be convenient, and shall lay before the meeting an account of the winding‑up during the preceding year, and shall, within 7 days from the meeting date, file with the Registrar a summary of the liquidator’s accounts during that year. (2) Every liquidator who fails to comply with the requirements of this section is guilty of an offence. RSA 2000 cC-21 s269;2020 c25 s2(117) Disposal of unclaimed or undistributed assets 270 (1) If a liquidator is unable to distribute the property of a company ratably among the members because, after reasonable inquiry, (a) the identity of any member is unknown, (b) the address of any member is unknown, or (c) any member has failed to claim his or her share of the property within a reasonable time, the liquidator shall deliver or convey to the Minister responsible for the Unclaimed Personal Property and Vested Property Act that share of the property of the company belonging to the member to be held in trust for the member in accordance with that Act. (2) A delivery or conveyance under subsection (1) is a distribution among the members according to their rights and interests for the purposes of section 257(1)(d). (3) If the liquidator is unable to pay all the debts of the company because, after reasonable inquiry, (a) the identity of a creditor is unknown, or (b) the address of a creditor is unknown, the liquidator shall pay to the Minister responsible for the Unclaimed Personal Property and Vested Property Act an amount equal to the amount of the debt due to the creditor to be held in trust for the creditor in accordance with that Act. (4) A payment under subsection (3) is a payment in satisfaction of the debt for the purposes of section 257(1)(d). (5) to (9) Repealed 2007 cU‑1.5 s69. RSA 2000 cC‑21 s270;2006 c23 s20;2007 cU‑1.5 s69 Liquidator’s account and notice of final meeting 271 (1) In the case of every voluntary winding-up, the liquidator shall, as soon as the affairs of the company are fully wound up, make an account of the winding-up and call a general meeting of the company for the purpose of laying the account before it, and a notice of the meeting shall be published in 2 consecutive issues of The Alberta Gazette. (2) If, within half an hour from the time appointed for the meeting, a quorum of members is not present, the liquidator may adjourn the meeting to the same day in the next week. (3) Within 7 days after the meeting, the liquidator shall file with the Registrar a copy of the account and a return of the holding of the meeting and of its date, and in default of so doing is guilty of an offence. (4) If a quorum is not present at the meeting or the adjournment thereof, the liquidator shall, instead of the return hereinbefore mentioned, make a return that the meeting was duly summoned, and upon that return being made the provisions of subsection (3) as to the making of the return shall be deemed to have been complied with. (5) The Registrar on receiving the return may register it, and on the registration of the return the company shall be deemed to be dissolved. (6) Notwithstanding subsection (5), the Court may, on the application of the liquidator or of any other person who appears to the Court to be interested, make an order deferring the date at which the dissolution of the company is to take effect, for a time the Court thinks fit. (7) When an order is made under this section, the liquidator or other person on whose application the order is made shall, within 7 days after the making of the order, file with the Registrar a copy of the order, and if the liquidator or other person fails to do so the liquidator or other person is guilty of an offence. RSA 2000 cC-21 s271;2020 c25 s2(118) Dispensing with meetings 272 (1) The Court may, on application by a liquidator and on being satisfied that (a) no useful purpose will be served by the convening of a meeting of members under section 269 or 271, and (b) no liabilities of the company remain undischarged and no member of the company will be prejudiced thereby, make an order dispensing with the convening of any such meeting of the members. (2) The liquidator shall file a copy of the order with the Registrar within 7 days after the making thereof. (3) If the order dispenses with the holding of a final meeting under section 271, the liquidator shall file with the order a copy of the liquidator’s final account of the winding‑up and a return. (4) The Registrar on receiving the return may register it, and on the registration of the return the company is dissolved. RSA 2000 cC-21 s272;2009 c53 s39;2020 c25 s2(119) Applications to the Court Determination of question 273 (1) When a company is being wound up voluntarily, the liquidator or any contributory or creditor may apply to the Court to determine any question arising in the winding‑up, or to exercise, as respects the enforcing of calls, or any other matter, all or any of the powers that the Court might exercise if the company were being wound up by the Court. (2) The Court, if satisfied that the determination of the question or the required exercise of power will be just and beneficial, may accede wholly or partially to the application on any terms and conditions the Court thinks fit, or may make any other order on the application that the Court thinks just. RSA 1980 cC‑20 s273 Appeal from compromise or arrangement 274 Any creditor or contributory may, within 2 weeks from the date when a compromise or arrangement is entered into under section 264, appeal to the Court against it, and the Court may thereupon, as it thinks just, amend, vary, or confirm the compromise or arrangement. RSA 1980 cC‑20 s274 Right to have company wound up by Court 275 The voluntary winding‑up of a company does not bar the right of any creditor or contributory to have it wound up by the Court, if the Court is of the opinion that the rights of the creditors or that the rights of the contributories will be prejudiced by a voluntary winding‑up. RSA 1980 cC‑20 s275 Adoption of voluntary winding-up proceedings 276 When a company is being wound up voluntarily, and an order is made for winding‑up by the Court, the Court may, if it thinks fit, by the same or any subsequent order, provide for the adoption of all or any of the proceedings in the voluntary winding‑up. RSA 1980 cC‑20 s276 Division 6 Winding‑up Subject to Supervision of Court Order for supervision 277 When a company has by special resolution resolved to wind up voluntarily, the Court may make an order continuing the voluntary winding‑up but subject to such supervision of the Court and with such liberty for creditors, contributories, or others to apply to the Court, and generally on such terms and conditions as the Court thinks just. RSA 1980 cC‑20 s277 Petition for continuance of voluntary winding-up 278 An application for the continuance of a voluntary winding‑up subject to the supervision of the Court shall, for the purpose of giving jurisdiction to the Court over actions, be deemed to be an application for winding‑up by the Court. RSA 2000 cC-21 s278;2020 c25 s2(120) Wishes of creditors 279 The Court may, in deciding between a winding‑up by the Court and a winding‑up subject to supervision, in the appointment of liquidators, and in all other matters relating to the winding‑up subject to supervision, have regard to the wishes of the creditors or contributories as proved to it by any sufficient evidence. RSA 1980 cC‑20 s279 Additional liquidator 280 (1) If an order is made for winding‑up subject to supervision, the Court may by the same, or any subsequent order, appoint any additional liquidator. (2) A liquidator appointed by the Court under this section has the same powers, is subject to the same obligations, and in all respects stands in the same position as if the liquidator had been appointed by the company. (3) The Court may remove a liquidator so appointed by the Court, or any liquidator continued under the supervision order and fill any vacancy occasioned by the removal or by death or resignation. RSA 1980 cC‑20 s280 Difference between supervision and winding-up by Court 281 (1) When an order is made for a winding‑up subject to supervision, the liquidator may, subject to any restrictions imposed by the Court, exercise all the liquidator’s powers, without the sanction or intervention of the Court, in the same manner as if the company were being wound up voluntarily. (2) A winding‑up subject to the supervision of the Court is not a winding‑up by the Court for the purpose of sections 240(1) to (3), (5), (6) and (8), 238, 243 to 248 and 251 to 253, but, subject as aforesaid, an order for a winding‑up subject to supervision shall for all purposes, including the staying of actions and other proceedings, the making and enforcement of calls, and the exercise of all other powers, be deemed to be an order for winding‑up by the Court. RSA 2000 cC-21 s281;2020 c25 s2(121) Division 7 Winding‑up General Provisions Debts admissible in proof 282 In every winding‑up under this Act, all debts payable on a contingency, and all claims against the company, present or future, certain or contingent, ascertained or sounding only in damages, are admissible in proof against the company, a just estimate being made, so far as possible, of the value of those debts or claims that may be subject to any contingency or sound only in damages, or for some other reason do not bear a certain value. RSA 1980 cC‑20 s282 Preferential payments 283 (1) Subject to sections 109 and 111 of the Employment Standards Code , in a winding‑up there shall be paid in priority to all other debts (a) all Government or property taxes and rates assessed on or due by the company up to January 1 next before the date mentioned in subsection (6), but in respect of any particular tax or rate not exceeding in the whole one year’s assessment, and (b) unless the company is being wound up voluntarily merely for the purpose of reconstruction or of amalgamation with another company, the amount of any assessment under the Workers’ Compensation Act , the liability for which accrued before that date. (2) The foregoing debts (a) rank equally among themselves and shall be paid in equal proportions, and (b) insofar as the assets of the company available for payment of general creditors are insufficient to meet them, have priority over the claims of holders of debentures under any floating charge created by the company, and shall be paid accordingly out of any property comprised in or subject to that charge. (3) Subject to the retention of the sums that may be necessary for the costs and expenses of the winding‑up, the foregoing debts shall be discharged forthwith so far as the assets are sufficient to meet them. (4) In the event of the landlord or other person distraining or having distrained on any goods or effects of the company within one month next before that date, the debts to which priority is given by this section are a first charge on the goods or effects so distrained on, or the proceeds of the sale thereof, but in respect of any money paid under any such charge the landlord or other person has the same rights of priority as the person to whom the payment is made. (5) If any payment on account of wages or salary has been made to any clerk, servant, worker or labourer in the employment of a company out of money advanced by some person for that purpose, that person has in a winding‑up a right of priority in respect of the money so advanced and paid up to the amount by which the sum in respect of which that clerk, servant, worker or labourer would have been entitled to priority in the winding‑up has been diminished by reason of the payment having been made. (6) The date hereinbefore in this section referred to is (a) in the case of a company that is ordered to be wound up by the Court and that had not previously commenced to be wound up voluntarily, the date of the winding‑up order, and (b) in any other case, the date of the commencement of the winding‑up. RSA 2000 cC-21 s283;2020 c25 s2(122) Fraudulent preference 284 Any conveyance, mortgage, delivery of goods, payment, execution or other act relating to property and that would, if made or done by or against an individual, be deemed a fraudulent preference shall, if made or done by or against a company, be deemed, in the event of its being wound up, a fraudulent preference of its creditors and is invalid accordingly. RSA 1980 cC‑20 s284 Books, etc., as evidence 285 When any company is being wound up, all books and papers of the company and of the liquidators are, as between the contributories of the company, in the absence of evidence to the contrary, as proof of the truth of all matters purporting to be therein recorded. RSA 1980 cC‑20 s285 Power of Court to call meetings 286 (1) Where by this Act the Court is authorized, in relation to winding‑up, to have regard to the wishes of creditors or contributories as proved to it by any sufficient evidence, the Court may, if it thinks fit, for the purpose of ascertaining those wishes, direct meetings of the creditors or contributories to be called, held, and conducted in a manner the Court directs, and may appoint a person to act as chair of any such meeting, and to report the result thereof to the Court. (2) , (3) Repealed 2020 c25 s2(123). RSA 2000 cC-21 s286;2020 c25 s2(123) Power of Court to compel delinquent directors, etc., to compensate company 287 (1) When in the course of winding up a company it appears that any person who has taken part in the formation or promotion of the company, or any past or present director, manager, or liquidator or any officer of the company, has misapplied or retained or become liable or accountable for any money or property of the company, or been guilty of any misfeasance or breach of trust in relation to the company, the Court may, on the application of the liquidator, or of any creditor or contributory, examine into the conduct of the promoter, director, manager, liquidator or officer, and compel him or her to repay or restore the money or property or any part thereof, with interest at a rate the Court thinks just, or to contribute a sum to the assets of the company, by way of compensation in respect of the misapplication, retainer, misfeasance or breach of trust that the Court thinks just. (2) This section applies notwithstanding that the offence is one for which the offender is criminally responsible. RSA 1980 cC‑20 s287 Disposal of company books 288 (1) When a company has been wound up and is about to be dissolved, the books and papers of the company and of the liquidator may be disposed of as follows: (a) in the case of a winding‑up by the Court, in the way the Court directs; (b) in the case of a voluntary winding‑up, in the way the company by special resolution directs. (2) After 2 years from the dissolution of the company, or a shorter period, not being less than one year, that may be fixed by the Court or by special resolution under subsection (1), neither the company nor any liquidator nor any person to whom the custody of the books and papers has been committed, has any responsibility by reason of the books and papers not being forthcoming to any person claiming to be interested therein. RSA 1980 cC‑20 s288 Power of Court to declare dissolution of company void 289 (1) When a company has been dissolved, the Court may at any time within one year of the date of the dissolution, on an application being made for the purpose by the liquidator of the company or by any other person who appears to the Court to be interested, make an order, on any terms the Court thinks fit, declaring the dissolution to have been void, and thereupon any proceedings may be taken that might have been taken if the company had not been dissolved. (2) The person on whose application the order was made shall, within 7 days after the making of the order, file with the Registrar a copy of the order, and if that person fails to do so he or she is guilty of an offence. RSA 2000 cC-21 s289;2020 c25 s2(124) Enforcement of orders of Court 290 Orders made by the Court under this Act may be enforced in the same manner as orders made in any action pending in the Court. RSA 1980 cC-20 s290 Appeals from orders 291 Subject to the Alberta Rules of Court , an appeal from any order or decision made or given in the winding‑up of a company by the Court under this Act lies in the same manner and subject to the same conditions as an appeal from any order or decision of the Court in cases within its ordinary jurisdiction. RSA 1980 cC-20 s291 Report of proceedings under Winding-up Act or Bankruptcy Act 292 When proceedings in respect of a company have been taken under the Winding-up Act (Canada) or under the Bankruptcy and Insolvency Act (Canada), every clerk of the Court and every registrar in bankruptcy shall furnish to the Registrar from time to time at the Registrar’s request any report of the proceedings that the Registrar requires. RSA 1980 cC‑20 s292;1994 c23 s51 293 Repealed 2020 c25 s2(125).

Disclaimer 294 (1) If any part of the property of a company in liquidation consists of land of any tenure burdened with onerous covenants, of shares or stock in companies, of unprofitable contracts, or of any other property that is unsaleable or not readily saleable, by reason of its binding the possessor thereof to the performance of any onerous act, or to the payment of any sum of money, the liquidator of the company, notwithstanding that the liquidator has endeavoured to sell or has taken possession of the property or exercised any act of ownership in relation thereto, may, with the permission of the Court and subject to this section, by writing signed by the liquidator, at any time within 12 months after the commencement of the winding‑up or any extended period allowed by the Court, disclaim the property. (2) Notwithstanding subsection (1), if any such property has not come to the knowledge of the liquidator within one month after the commencement of the winding‑up, the power under this section of disclaiming the property may be exercised at any time within 12 months after the liquidator has become aware thereof or any extended period allowed by the Court. (3) The disclaimer operates to determine, as from the date of disclaimer, the rights, interests and liabilities of the company, and the property of the company, in or in respect of the property disclaimed, but does not, except so far as is necessary for the purpose of releasing the company and the property of the company from liability, affect the rights or liabilities of any other person. (4) The Court, before or on granting permission to disclaim, may require such notices to be given to persons interested, and impose such terms as a condition of granting permission, and make such other order in the matter as the Court thinks just. (5) The liquidator is not entitled to disclaim any property under this section in any case where an application in writing has been made to the liquidator by any persons interested in the property requiring the liquidator to decide whether the liquidator will or will not disclaim, and the liquidator has not, within a period of 28 days after the receipt of the application or a further period allowed by the Court, given notice to the applicant that the liquidator intends to apply to the Court for permission to disclaim, and, in the case of a contract, if the liquidator, after an application, does not within that period or further period, disclaim the contract, the company shall be deemed to have adopted it. (6) The Court may, on the application of any person who is, as against the liquidator, entitled to the benefit or subject to the burden of a contract made with the company, make an order rescinding the contract on any terms as to payment by or to either party of damages for the non‑performance of the contract, or otherwise as the Court thinks just, and any damages payable under the order to any such person may be proved by the person as a debt in the winding‑up. (7) The Court may, on an application by any person who either claims any interest in any disclaimed property or is under any liability not discharged by this Act in respect of any disclaimed property, and on hearing any such persons as it thinks fit, make an order for the vesting of the property in or the delivery of the property to any persons entitled thereto, or to whom it may seem just that the property should be delivered by way of compensation for such liability as aforesaid, or a trustee for the person, and on such terms as the Court thinks just, and on a vesting order being made, the property comprised therein vests accordingly in the person therein named in that behalf without any conveyance or assignment for the purpose. (8) Notwithstanding subsection (7), if the property disclaimed is of a leasehold nature, the Court shall not make a vesting order in favour of any person claiming under the company, whether as under‑lessee or as mortgagee by demise, except on the terms of making that person (a) subject to the same liabilities and obligations as those to which the company was subject under the lease in respect of the property at the commencement of the winding‑up, or (b) if the Court thinks fit, subject only to the same liabilities and obligations as if the lease had been assigned to that person at that date, and in either event, if the case so requires, except as if the lease had comprised only the property comprised in the vesting order, and any mortgagee or under‑lessee declining to accept a vesting order on those terms is excluded from all interest in and security on the property, and, if there is no person claiming under the company who is willing to accept an order on those terms, the Court may vest the estate and interest of the company in the property in any person liable, either personally or in a representative character, and either alone or jointly with the company, to perform the lessee’s covenants in the lease, freed and discharged from all estates, encumbrances and interests created therein by the company. (9) Any person injured by the operation of a disclaimer under this section shall be deemed to be a creditor of the company to the amount of the injury and may accordingly prove the amount as a debt in the winding‑up. RSA 2000 cC-21 s294;2014 c13 s21 Part 11 Miscellaneous Division 1 Office of Registrar Appointment of Registrar 295 In accordance with the Public Service Act , there shall be appointed a Registrar of Companies and a Deputy Registrar or Deputy Registrars of Companies. RSA 2000 cC-21 s295;2020 c25 s2(126) Action against Registrar 296 No action or proceeding shall without the leave of the Minister of Justice be brought or taken against the Registrar for anything done or omitted to be done in the performance or intended or supposed performance of the Registrar’s duties. RSA 2000 cC‑21 s296;2013 c10 s34;2022 c21 s13 Questioning of Registrar 297 The Registrar in his or her official capacity is not bound to attend out of his or her office as a witness for questioning, or to produce out of office any document kept, filed, or registered by the Registrar under this or any other Act, pursuant to any subpoena, order or summons issued from any court in Alberta, whether the subpoena, order or summons is directed to the Registrar personally or in his or her official capacity, but the Registrar may be questioned and documents produced under a commission or otherwise at his or her office. RSA 2000 cC-21 s297;2009 c53 s39 Direction by the Minister 298 The Minister may give directions with respect to any act that this Act directs is to be done to or by the Registrar. RSA 2000 cC-21 s298;2020 c25 s2(127) Registrar ’ s seal of office 299 The Minister may authorize a seal for use by the Registrar in the performance of the Registrar’s duties. RSA 2000 cC-21 s299;2020 c25 s2(128) Forms 299.1 The Registrar may prescribe forms for the purposes of this Act. 2020 c25 s2(129) Failure to file return 300 Notwithstanding anything in this Act, the Registrar may refuse to issue any certificate under this Act in respect of a company if the company has not (a) filed a return, notice or document required to be filed under this Act, or (b) complied with an undertaking made under section 11(3). RSA 2000 cC-21 s300;2020 c25 s2(130) Fee for copy or extract 301 (1) On the demand of any person and the payment of the prescribed fee, the Registrar may provide a copy or extract of any document permitted or required to be filed with the Registrar pursuant to this Act or part thereof and, if so required by the person, certify the copy or extract to be a true copy or extract. (2) A copy of or extract from any such document, certified to be a true copy by the Registrar, is, in all legal proceedings, admissible in evidence as of equal validity with the original document. RSA 2000 cC-21 s301;2020 c25 s2(131) Refusal to register documents 302 If a document submitted for registration to the office of the Registrar (a) is not in all respects legible, (b) is for any reason, in the opinion of the Registrar, not capable of being copied by microfilm, duplicating or other similar process, or (c) is in any manner insufficient in the opinion of the Registrar for the purpose of registration, the Registrar may refuse to register the document. RSA 1980 cC‑20 s302 Certificate of status 303 On the payment of the prescribed fee, the Registrar may issue a certificate stating that, according to the Registrar’s records, the company named therein (a) is or is not registered under this Act on the date of issue of the certificate, or (b) was or was not registered under this Act on the day or during the period specified in the certificate. RSA 2000 cC-21 s303;2020 c25 s2(132) Division 2 Fees Fees 304 There shall be paid in respect of proceedings under this Act in relation to the winding‑up of companies the fees, other than filing fees, that the Lieutenant Governor in Council directs, and the Lieutenant Governor in Council may further direct by whom and in what manner the fees are to be paid. RSA 1980 cC‑20 s304 Waiver of fees 304.1 The Registrar may in the Registrar’s discretion waive, in accordance with the regulations, all or part of any fee prescribed under this Act. 2020 c25 s2(133) Agreement re payment of fees 305 (1) If the Registrar considers it appropriate to do so, the Registrar may enter into an agreement with a person under which the fees and other charges payable by that person to the Registrar under this Act or the regulations will be charged to the credit of that person on a continuing basis and on the conditions that the Registrar considers necessary, and in that case the amounts so charged shall, except for the purposes of section 306, be deemed to have been paid in accordance with this Act or the regulations. (2) If any amount charged to the credit of a person under subsection (1) is not paid within 15 days, or within any other period that the Registrar may require, of a request for payment by the Registrar, no further amounts may be charged to the account of that person until all amounts owing are paid in full. (3) The Registrar may terminate an agreement under subsection (1) with any person on 7 days’ notice in writing sent by recorded mail to the person at the person’s last address known to the Registrar. RSA 2000 cC‑21 s305;2018 c20 s3 No service if fees unpaid 306 Notwithstanding anything in this Act, if a person has not paid the fees required to be paid by this Act or the regulations, the Registrar shall not perform any service or issue any certificate or file any document at the request of or for the benefit of that person. RSA 2000 cC-21 s306;2020 c25 s2(134) Division 3 Regulations Regulations 307 The Lieutenant Governor in Council may make regulations (a) repealed 2020 c25 s2(135); (a.1) prescribing the documents referred to in sections 25(2), 32(1.1) and 206(3); (b) prescribing that fees are payable to the Registrar in respect of any matter under this Act; (b.1) respecting the waiver of the payment of fees prescribed under this Act; (c) prescribing the fees payable in respect of any matter required or permitted to be done or given under this Act or the regulations; (d) prescribing the form and content of offering circulars to be used pursuant to Part 4, Division 2. RSA 2000 cC-21 s307;2020 c25 s2(135) Division 4 Service, Sending and Authentication of Documents and Notices Notice to and service on a company 308 (1) A notice or document that is required or permitted to be sent to or served on a company may be (a) delivered to or sent by recorded mail to the company’s registered office as shown in the last notice filed under section 86(2) or last annual return filed under section 162(2), (a.1) delivered to or sent by recorded mail to the company’s agent for service or alternative agent for service at the address shown in the last notice given to the Registrar under section 25(2)(a), 29.1 or 29.2, or (b) delivered to or sent by recorded mail to any director, manager or other officer of the company. (2) Repealed 2020 c25 s2(136). (3) A notice or document sent by recorded mail to the company in accordance with subsection (1)(a) or (a.1) is deemed to be received or served at the time it would be delivered in the ordinary course of mail unless there are reasonable grounds for believing that the company did not receive the notice or document at that time or at all. (4) Repealed 2020 c25 s2(136). (5) Repealed 2021 c3 s2. RSA 2000 cC‑21 s308;2018 c20 s3;2020 c25 s2(136);2021 c3 s2 Notice to and service on shareholders and directors 308.01 (1) A notice or document required or permitted by this Act, the regulations or the articles to be sent to or served on a shareholder or director of a company may be sent by mail addressed to, or may be delivered personally to, (a) the shareholder at the shareholder’s last address as shown in the records of the company, and (b) the director at the director’s last address as shown in the records of the company, the last notice filed under section 93(2) or a notice accompanying an annual return under section 162(2). (2) For the purpose of the service of a notice or document, a director named in a notice sent by a company to the Registrar under section 93(2) and filed by the Registrar or named in a notice accompanying an annual return under section 162(2) is presumed to be a director of the company referred to in the notice. (3) A notice or document sent by mail in accordance with subsection (1) to a shareholder or director of a company is deemed to be received by the shareholder or director at the time it would be delivered in the ordinary course of mail unless there are reasonable grounds for believing that the shareholder or director did not receive the notice or document at that time or at all. (4) If a company sends a notice or document to a shareholder in accordance with subsection (1) and the notice or document is returned on 2 consecutive occasions because the shareholder cannot be found, the company is not required to send any further notices or documents to the shareholder until the shareholder informs the company in writing of the shareholder’s new address. 2020 c25 s2(137) Waiver of notice 308.1 (1) If a notice or document is required by this Act or the regulations to be sent, the sending of the notice or document may be waived or the time for the notice or document to be sent may be waived or abridged at any time with the consent in writing of the person entitled to receive it. (2) The consent of a person entitled to waive the requirement for the sending of a notice or document or to waive or abridge the time for sending of the notice or document under subsection (1) may be sent by electronic means in accordance with the Electronic Transactions Act . 2018 c20 s3 Notice and service by electronic means 308.2 A notice or document that is required or permitted to be sent, served or delivered under this Act, the regulations or the articles may be sent by electronic means in accordance with the Electronic Transactions Act. 2021 c3 s2 Authentication of documents 309 A document or proceeding requiring authentication by a company may be signed by a director, secretary, or other authorized officer of the company, and need not be under its common seal. RSA 1980 cC‑20 s309 Division 5 Proceedings in Court Security for costs 310 When a company is plaintiff in an action or other legal proceedings, the Court may, if it appears by credible testimony that there is reason to believe that the company will be unable to pay the costs of the defendant if successful in his or her defence, require sufficient security to be given for those costs, and may stay all proceedings until the security is given. RSA 1980 cC‑20 s310 Relief for breach of trust 311 If in any proceeding against a director of a company for negligence or breach of trust it appears to the Court that the director is or may be liable in respect of the negligence or breach of trust, but has acted honestly and reasonably, and ought fairly to be excused for the negligence or breach of trust, the Court may relieve the director, either wholly or partly, from the director’s liability on any terms the Court thinks proper. RSA 1980 cC-20 s311 Division 6 Violations of the Act Number of members 312 (1) A public company shall not carry on business with fewer than 3 members nor a private company with fewer than 2 members, and if at any time a company carries on business for more than 6 months with fewer than 3 members or 2 members, as the case may be, every person who is a member of the company during the time that it so carries on business after those 6 months, and is cognizant of the fact that it is so carrying on business, is severally liable for the payment of all the debts of the company contracted during that time, and may be sued for them, without joinder in action of any other member. (2) Repealed 2020 c25 s2(138). RSA 2000 cC-21 s312;2020 c25 s2(138) Penalties 313 (1) Every director, manager, secretary or other officer of a company who knowingly and wilfully authorizes or permits any act, default, or refusal in respect of which the company is by this Act declared to be guilty of an offence, is also guilty of an offence. (2) Every company or person guilty of an offence for which no penalty is specified is liable to a fine not exceeding $500. RSA 2000 cC-21 s313;2020 c25 s2(139) Application of penalties 314 The Court imposing any penalty under this Act may direct that the whole or any part thereof be applied in or towards payment of the costs of the proceedings, or in or towards rewarding the person on whose information or at whose suit the penalty is recovered, and subject to any such direction, all penalties under this Act shall, notwithstanding anything in any other Act, be paid into the General Revenue Fund. RSA 1980 cC-20 s314 Remission of penalties 315 The Lieutenant Governor in Council may at any time and either absolutely or on condition, remit or grant relief from any penalty imposed, or to which a company may be liable, for the infraction of this Act. RSA 1980 cC-20 s315 Laying information 316 An information in respect of an offence against this Act may be laid within 2 years from the time when the matter of the information arose but not thereafter. RSA 1980 cC-20 s316 Division 7 Transitional Provisions Transitional provision — agent for service 317 A company that is incorporated at the time this section comes into force shall, within one year after the coming into force of this section, appoint an agent for service under section 29.1 and send a notice of appointment of its agent for service to the Registrar, or the Registrar may dissolve the company by issuing a certificate of dissolution under section 205 or by applying to the Court for an order dissolving the corporation under section 226. 2020 c25 s2(140) Transitional provision — Schedule 318 Notwithstanding the repeal of the Schedule, if the articles of a company adopted any or all of the regulations contained in Table A in the Schedule before the coming into force of this section, the Schedule continues in force in respect of those articles until the company alters them under section 55. 2020 c25 s2(140) Schedule Repealed 2020 c25 s2(141).