CHAP. 40. An Act to amend the Companies Clauses Act and the Companies Act. [Assented to 11th August, 1899.] ER Majesty, by and with the advice and consent of the Senate and House of Commons of Canada, enacts as follows: created by 1. Except as hereinafter provided, the directors of any com- Preference pany heretofore or hereafter incorporated, and to which The stock may be Companies Clauses Act, chapter 118, or The Companies Act, by-law. chapter 119 of the Revised Statutes, is applicable, may make a by-law for creating and issuing any part of the capital stock as preference stock, giving the same such preference and priority, as respects dividends and in any other respect, over ordinary stock as is declared by the by-law. control of 2. The by-law may provide that the holders of shares of Holders may such preference stock shall have the right to select a certain be given stated proportion of the board of directors, or may give them affairs. such other control over the affairs of the company as is considered expedient. 3. No such by-law shall have any force or effect whatever Sanction by until after it has been unanimously sanctioned by a vote of shareholders. the shareholders, present in person or by proxy at a general meeting of the company duly called for considering the same and representing two-thirds of the stock of the company, or unanimously sanctioned in writing by the shareholders of the company; provided, however, that if the by-law be sanctioned by not less than three-fourths in value of the shareholders of the Approval by company, the company may, through the Secretary of State, Council. petition the Governor in Council for an order approving the said by-law, and the Governor in Council may, if he sees fit, approve thereof, and from the date of such approval the by-law shall be valid and may be acted upon. Governor in Rights of holders of preference stock. Saving clause. Application of Act. 4. Holders of shares of such preference stock shall be shareholders within the meaning of the said Acts, or either of them, and shall in all respects possess the rights and be subject to the liabilities of shareholders within the meaning of the said Acts, or either of them; provided, however, that in respect of dividends and in any other respect declared by by-law as authorized by section 1 of this Act they shall, as against the ordinary shareholders, be entitled to the preferences and rights given by such by-law. 5. Nothing contained in this Act or done in pursuance thereof shall affect or impair the rights of creditors of the company. 6. This Act does not apply to any insurance company or trust company. OTTAWA: Printed by SAMUEL EDWARD DAWSON, Law Printer to the Queen's most Excellent Majesty. CHAP. 41. An Act respecting Loan Companies, [Assented to 11th August, 1899.] HER and I Commons of ER Majesty, by and with the advice and consent of the follows: as 99 66 1. This Act may be cited as The Loan Companies Act, Short title. Canada, 1899; and in this Act the expression "company "Company" means a company incorporated under its provisions. defined. 2. The Companies Clauses Act, being chapter 118 of the Application of Revised Statutes of Canada, except sections 38 and 39 and such R.S.C., c. 118. other parts thereof as are inconsistent with this Act and such parts as by the letters patent issued under this Act are declared not to apply, shall apply to a company which is subject to the provisions of this Act. Act, Regulations which may be made by Governor in 3. The Governor in Council may, from time to time, make regulations with respect to the following matters, viz. :— (a.) The notice to be given of applications under this and the evidence and material to be produced or filed in sup- Notice of port thereof; Council. application. (b.) The form and manner of giving any other notice re- Forms of quired by this Act or by regulations made under it; notices. documents. (c.) The forms of petitions, certificates, letters patent and Forms of other instruments and documents relating to proceedings under this Act; (d.) The persons before whom any affidavit, affirmation, or Making declaration required by this Act, or by regulations made affidavits, etc. under it, may be taken or made; (e.) The departmental or other officers to be charged with Officers. the administration of the Act and their respective duties thereunder. Persons who may apply for 4. Any five or more persons of the full age of twenty-one years may apply to the Governor in Council for letters patent charter. under the Great Seal incorporating them as a loan company under this Act. What application shall show. What applica tion may be for. 5. The application shall show, (a) the number of the proposed board of directors, and the names of not less than three of the applicants, who are to be the provisional board, (b) the proposed name of the company, (c) the place where its head office is to be established, (d) the amount of the proposed capital stock, the number of shares and the amount of each share and (e) such other information as may be required by regulations made under this Act. 6. The application may pray for power to acquire the franchises and assets of any existing company, whether incorporated by or under the authority of the Parliament of Canada or otherwise, whose main business is of the character described in section 20 of this Act, and in such case the applicants shall Declarations declare the terms upon which such franchises and assets are to be acquired and shall be required to show to the satisfaction of the Governor in Council that such existing company is in a solvent condition and has power to dispose of its franchises and assets in the manner proposed, and has agreed, in a manner binding upon it and subject to the granting of letters patent to the applicants, to such a disposal of them. requisite. Consideration. 2. The consideration for such franchises and assets may consist wholly or in part of shares in the capital stock of the company for which incorporation is sought. Conditions on 7. Upon the terms of this Act and of any regulations made thereunder being complied with, the Governor in Council may grant such application and issue the letters patent if he considers it consistent with the public interests so to do. which application may be granted. Provisions possible by 8. Any provision which might be made by by-law of the by-law may be company may be embodied in the letters patent, and a provision so embodied shall not be subject to alteration or repeal without the consent of the Governor in Council. embodied in charter, etc. As to naming company. As to use of existing names. Governor in 9. The name given to a company may differ in whole or in part from that asked for by the applicants. 10. The name so given shall not be that of any known company or partnership or individual, or any name under which any known business is being carried on, or so nearly resembling the same as to be calculated to deceive or cause confusion. Provided, however, that a subsisting name may be given in whole or part with the consent of the company or person entitled thereto, and that the name of any existing company whose franchises and assets are to be acquired may be given to the applicants if the Governor in Council is satisfied that such company has the best right to that name. 11. The decision of the Governor in Council as to questions decision as to arising under sections 9, 10, 39 and 40 hereof, shall be final, and tions final. the provisions of this Act relating to matters preliminary to certain questhe issue of letters patent, or of any certificate, order, or other Certain proceeding, by or on behalf of the Governor in Council, or matters Treasury Board, or of any Minister or departmental or other directory only. officer under this Act, shall be deemed to be directory only, and such letters patent or other proceeding shall not be void or voidable on account of any omission or irregularity in respect of any matter preliminary thereto. 12. By virtue of letters patent so issued the persons Effect of therein mentioned and such others as may thereafter become charter. shareholders shall become and be a body corporate, with the rights and powers conferred by law upon corporations, and Powers of with the rights and powers and subject to the obligations and corporation. restrictions hereinafter declared. 13. The name of the company, the place of its head Name and office, the amount of its capital stock, the number of shares organization. and amount of each share, the number of its board of directors, and its provisional board shall be as declared in the letters patent, subject to such changes as may be lawfully made. of stock. of directors. 14. The provisional directors of a company so incorporated Subscriptions may receive subscriptions for stock in the capital of the com- for stock and proceedings to pany, and so soon as a sum not less than one hundred thou- organize sand dollars of such capital stock has been subscribed and a company. sum not less than fifty thousand dollars has been paid thereon Subscription and deposited with the Minister of Finance and Receiver General of Canada, the provisional directors may call a meeting Deposit. of the subscribers to said stock, to be held in the place of First meeting the company's head office, at which meeting the board of and election directors of the company shall be elected, who shall hold office until their successors are duly appointed; and upon the election of such board the functions of the provisional directors shall cease. Two weeks' notice of said meeting shall be given Notice. by advertisement in a newspaper published in the place of the head office, and by circular to each subscriber of stock posted by registered letter to his last known address. Provided that Proviso. if all of said subscribers are present in person or represented by proxy, said meeting may be held at any time and at any place without notice. cases be dis- 2. Where the object of the company is wholly or in part to Deposit may acquire the franchises and assets of an existing company, and in certain the proposed consideration for such franchises and assets con- pensed with. sists wholly or in part of shares in the capital stock of the company, the Minister of Finance and Receiver General, may dispense to such extent as he may think proper with the payment and deposit required by subsection 1 of this section. |