The Companies Act UNEDITED being Chapter 76 of The Revised Statutes of Saskatchewan, 1920 (assented to November 10, 1920). NOTE: This consolidation is not official. Amendments have been incorporated for convenience of reference and the original statutes and regulations should be consulted for all purposes of interpretation and application of the law. In order to preserve the integrity of the original statutes and regulations, errors that may have appeared are reproduced in this consolidation.
Table of Contents 1 Short title SHORT TITLE ADMINISTRATION 2 Provincial secretary ex officio registrar INTERPRETATION 3 Interpretation PART I Incorporation of Companies in Saskatchewan INCORPORATION 4 When incorporation necessary MEMORANDUM OF ASSOCIATION 5 Procedure 6 Memorandum: contents and subscription of 7 Alteration of 8 Completion of 9 Filing of with articles 10 Naming and changing name of company 11 Procedure for change of name 12 Contracts not affected by change 13 Alteration of memorandum 14 What companies have capacity of natural person ARTICLES OF ASSOCIATION 15 Filing articles 16 Application of table A 17 Form and signature 18 Alteration by special resolution 19 Effect of memorandum and artic1es 20 Effect of filing 21 Registrar s certificate conclusive evidence 22 Copy of memorandum and articles sent members on request 23 Restrictions on charitable and companies not for gain 24 Alterations by extraprovincial companies PART II Registration and License 25 Companies carrying on business must registrar 26 Requirements before registration 27 Certain companies are licensed 28 Documents filed with registrar 29 Extraprovincial companies appoint attorney to accept service of process 30 Lieutenant Governor makes regulations 31 Powers of registrar to strike certain companies off register 32 Registrar to strike recalcitrant companies off registrar 33 Procedure in case of defaulting companies PART III Distribution of Capital MEMBERSHIP AND REGISTRATION 34 Definition of member 35 Nature of shares 36 Register of members 37 Annual list members and summary 38 Trust not entered on register 39 Registration of transfer at request of transferor 40 Transfer by personal representative 41 Transfer to escape liability 42 Inspection of register of members 43 Certificate of company evidence of title to share 44 Closing of register 45 Power to rectify register 46 Prohibition of carrying on business with less than three members 47 Register is prima facie evidence 48 Notice to register of rectification of register SHARE WARRANTS 49 Issue and effect of share warrants 50 Particulars of share warrant in annual summary 51 Calls on shares and dividend payments INCREASE OF CAPITAL 52 Power of company to alter share capital 53 Notice to registrar of consolidation of share capital and conversion into stock 54 Effect of conversion 55 Notice of increase of share capital 56 Reorganisation of capital REDUCTION OF CAPITAL 57 Special resolution for reduction of capital 58 Application to court for confirming order 59 Addition to name of company and reduce 60 Objections by creditors 61 Order confirmation reduction 62 Registration of order and minute of reduction 63 Minute to form part of memorandum 64 Evidence of reduction of capital of extraprovincial company to be furnished
65 Liability of members in respect of reduced shares 66 Penalty on concealment of name of creditor 67 Publication of the reasons for reduction 68 Reserve liability 69 Reduction of cancelling of unused shares ISSUE OF SHARES WITHOUT PERSONAL LIABILITY BY MINING COMPANIES 70 Mining companies with specially limited liability PART IV Management and Administration REGISTERED OFFICES 71 Situation of registered office 72 Publication of name of company MEETINGS 73 Annual general meeting 74 First meeting 75 Convening extraordinary general meeting 76 Provisions as to meetings and votes 77 Representation at meetings of either companies 78 Special 79 Special and extraordinary resolutions 80 Procedure where no regulations for voting 81 Registration of resolutions 82 Special resolutions added to anodes 83 Minutes of proceedings PROSPECTUS 84 Publication and filing of prospectus 85 Specific requirements as to particulars of prospectus 86 Restriction on alteration of terms mentioned in prospectus 87 Liability for statement in prospectus APPOINTMENT, QUALIFICATION, ETC., OF DIRECTORS 88 Restrictions on appointment or advertisement of director 89 List of directors 90 Qualification of director 91 Validity of acts of directors 92 Penalty for false statement and circulating misleading documents or information 93 Registration of mortgages and charges LIABILITY OF MEMBERS 98 Liability of members 99 Nonliability of executors 100 Nonliability of shareholders as to collateral 101 Liability of members in case of winding up 102 Definition of contributory LIABILITY OF DIRECTORS 103 Unlimited liability of directors 104 Additional liability of director 105 Director allowed set off in certain cases 106 Prohibition from declaring dividend 107 Company not to loan to members 108 Director liable for wages 109 Register of directors 110 Preference shares 111 Statement of shares to accord with special resolution CONTRACTS 112 Forms of contract 113 Contracts generally when made by company 114 Bills of exchange and promissory notes 115 Power of attorney by company 116 Corporate name and proof of memorandum, etc., in actions and proceedings 117 Certified copy of resolution evidence 118 Service on company 119 Authentication of notices by the company COMMENCEMENT OF BUSINESS BY PUBLIC COMPANY 120 Restrictions on commencement of business 121 Power to pay certain commissions BORROWING POWERS 122 Power to borrow money and secure payment 123 Power to reissue redeemed debentures in certain cases INSPECTORS 124 Investigation of affairs of company by inspectors 125 Power of company to appoint inspectors 126 Report of inspectors is evidence AUDITORS 127 Appointment of auditors 128 Powers and duties ALLOTMENT OF SHARES 94 Restrictions on allotment 95 Effect of irregular allotment 96 Returns as to allotment 97 Private companies LEGAL PROCEEDINGS 129 When plaintiff, company gives security for costs 130 Declaration of action against member ARBITRATION 131 Arbitration between companies and others
132 Forms FORMS GENERAL 133 Limited liability company: use of limited 134 Penalty for improper use of limited 135 Incorporation of this Act with others 136 Application of Act to existing companies SCHEDULES
CHAPTER 76 An Act respecting Companies SHORT TITLE Short title 1 This Act may be cited as The Companies Act. 1915, c.14, s.1; R.S.S. 1920, c.76, s.1. ADMINISTRATION Provincial secretary ex officio registrar 2 This Act shall be administered by the Provincial Secretary, who shall be ex officio Registrar of Joint Stock Companies. 1915, c.14, s.2; R.S.S. 1920, c.76, s.2. INTERPRETATION Interpretation 3 In this Act, unless the context otherwise requires, the expression: Charter 1. Charter means the statute, Act or other provision of law by or under which a company is incorporated and any amendment thereto applying to such company, or memorandum of association, or agreement or deed of settlement of a company, warrant or letters patent, or charter of incorporation, or license, or certificate of registration of the company, as the ease may be; Charter and regulations 2. Charter and regulations means the charter and the articles of association and all bylaws, rules and regulations of the company; Company 3. Company means, in parts I, III and IV, a company incorporated by or under the authority of the Legislature of Saskatchewan; in part Ill it means any company incorporated or registered under this or any former Act, but it does not in any part include a mutual insurance company unless expressly mentioned; Court 4. Court means the Court of King s Bench for Saskatchewan; Extraprovincial company 5. Extraprovincial company means a company incorporated otherwise than by or under the authority of the Legislature of Saskatchewan; Judge 6. Judge means a judge of the Court of King s Bench; Prospectus 7. Prospectus means any prospectus, notice, circular, advertisement, statement or other invitation to the public to subscribe for or purchase any shares, stock or debentures of a company;
6 c. 76 COMPANIES Registrar 8. Registrar means the Registrar of Joint Stock Companies; and the expression registrar or Registrar of Joint Stock Companies includes The Deputy or acting Deputy Provincial Secretary, or any person appointed by the Provincial Secretary as Registrar of Joint Stock Companies or anyone acting for him; Regulations 9. Regulations means the regulations ordered by the Lieutenant Governor in Council. 1915, c.14, s.3; 1918-19, c.31, s.2; R.S.S. 1920, c.76, s.3. PART I Incorporation of Companies in Saskatchewan INCORPORATION When incorporation necessary 4 No company, association or partnership consisting of more than twenty persons shall be formed in Saskatchewan for the purpose of carrying on any business that has for its object the acquisition of gain by the company, association or partnership, or by the individual members thereof, unless it is incorporated under this Act or by or under some other Act of the Legislature. 1915, c.14, s.4; R.S.S. 1920, c.76, s.4. MEMORANDUM OF ASSOCIATION Procedure 5 Any three or more persons associated for any lawful purpose to which the authority of the Legislature extends except for the purpose of the construction or operation of railways or of telegraph lines, the business of insurance, the business of a loan company or the business of a trust company, may, by subscribing their names to a memorandum of association (form A) and otherwise complying with the requirements of this Act in respect of incorporation, form an incorporated company with limited liability. 1915, c.14, s.5; 1918-19, c.31, s.3; R.S.S. 1920, c.76, s.5. Memorandum: contents and subscription of 6 The memorandum shall state: (a) the name of the company, with limited as the last word in its name; (b) the place in Saskatchewan in which the registered office of the company is to be situated; (c) the objects of the company;
COMPANIES c. 76 7 (d) that the liability of the members is limited; (e) the amount of share capital with which the company proposes to be registered and the division thereof into shares of a fixed amount; (f) that the company does or does not intend to invite the public to subscribe for its shares or debentures. (2) No subscriber to the memorandum may take less than one share. (3) Each subscriber shall write opposite to his name his address and occupation (or description), and the number of shares he takes. 1915, c.14, s.6; 1917, c.34, s.42(2); 1918-19, c.31, s.4: 1919-20, c.21, s.2; R.S.S. 1920, c.76, s.6. Alteration of 7 A company may not alter the conditions contained in the memorandum except in the cases and in the mode and t6 the extent for which express provision is made in this Act. 1915, c.14, s.7; R.S.S. 1920, c.76, s.7. Completion of 8 The memorandum shall be signed by each subscriber in the presence of at least one witness who shall attest the signature, and shall write his address and description. 1915, c.14, s.8; 1918-19, c.31; s.5; R.S.S. 1920, c.76, s.8. Filing of with articles 9 The memorandum and articles of association, if any, shall be delivered to the registrar who shall retain and file them. 1915, c.14, s.9; R.S.S. 1920, c.76, s.9. Naming and changing name of company 10(1) A company may not be incorporated by a name identical with that by which a company in existence, if known to the registrar, is already incorporated or registered or so nearly resembling that name as to be calculated to deceive, except where the company in existence is in course of being dissolved and signifies its consent in such manner as the registrar may require. (2) A company may, with the sanction of a special resolution and with the approval of the registrar, change its name. (3) Upon the change of name of a company the registrar shall enter the new name on the register in place of the former name and shall issue a certificate of incorporation altered to meet the circumstances of the case and publish it in The Saskatchewan Gazette: (4) The registrar may refuse incorporation to any company whose name or part of whose name includes any of the following words: Imperial, Crown, Kings, Queens, Empire, Royal, Dominion, Saskatchewan, or words of similar import. 1915, c.14, s.10; 1917 (sess. 2), c.23, s.2; R.S.S. 1920, c.76, s.10.
8 c. 76 COMPANIES Procedure for change of name 11(1) When a company is desirous of changing its name the registrar, upon being satisfied that the company as in a solvent condition, that the change of name is not objectionable, that the change of name has been sanctioned, by a special resolution of the company and that the notice hereinafter provided has been duly given, may change the name of the company. (2) The company shall give at least one month s previous notice in The Saskatchewan Gazette, and in some newspaper published or circulated in the locality in which the operations of the company are carried on, of its intention to apply for the change of name and shall state the name proposed to be adopted. (3) Such change of name shall be conclusively established by the insertion in The Saskatchewan Gazette of a notice thereof by the registrar. 1915, c.14, s.11; R.S.S. 1920, c.76, s.11. Contracts not affected by change 12(1) The change of name shall not affect any rights or obligations of the company, or render defective any legal proceedings by or against the company; and any legal proceedings that might have been continued or commenced against it by the former name may be continued or commenced against it by the new name. (2) A certificate by the registrar showing the former name of the company and the new name may be filed in the land titles office of any land registration district in which there are lands owned by the company or lands in which it has a registered interest, and thereafter the registrar of land titles shall accept for registration any transfer, mortgage, lease, assignment of mortgage or other instrument executed by the company in its new name, and shall deal with the lands affected thereby in all respects as if the title or interest of the company had always been registered in its new name. 1915, c.14, s.12 (amended); R.S.S. 1920, c.76, s.12. Alteration of memorandum 13 Subject to the provisions of this section a company may, by special resolution, alter the provisions of its memorandum with respect to the objects of the company, so far as may be required to enable it: (a) to carry on its business more economically or more efficiently; or (b) to attain its main purposes by new or improved means; or (c) to carry on some business which under existing circumstances may be conveniently or advantageously combined with the business of the company; or (d) to restrict or abandon any of the objects specified in the memorandum. (2) The alteration shall not take effect until and except in so far as it is approved by the registrar and confirmed on petition by the court.
COMPANIES c. 76 9 (3) Before confirming the alteration the court must be satisfied: (a) that sufficient notice has been given to every holder of debentures of the company, and to any persons or class of persons whose interests will, in the opinion of the court, be affected by the alteration; (b) that, with respect to every creditor who, in the opinion of the court, is entitled to object, and who signifies his objection in manner directed by the court, either his consent to the alteration has been obtained or his debt or claim has been discharged, or has determined, or has been secured to the satisfaction of the court: Provided, that the court may, in the case of any person class, for special reasons, dispense with the notice required by this section. (4) The court may make an order confirming the alteration, either wholly or in part, and on such terms and conditions as it thinks fit, and may make such order as to costs as it thinks proper. (5) The court shall, in exercising its discretion under this section, have regard to the rights and interests of the members of the company or of any class of them, as well as to the rights and interests of the creditors, and may, if it thinks fit, adjourn the proceedings in order that an arrangement may be made to the satisfaction of the court for the purchase of the interests of dissentient members; and may give such directions and make such orders as it may think expedient for facilitating or carrying into effect any such arrangement: Provided that no part of the capital of the company may be expended in any such purchase. (6) A certified copy of the order confirming the alteration, together with a copy of the memorandum as altered, shall, within fifteen days from the date of the order, be delivered by the company to the registrar and he shall register the same, and shall certify.the registration under his hand, and the certificate shall be conclusive evidence that all the requirements of this Act with respect to the alteration and the confirmation thereof have been complied with, and thenceforth the memorandum so altered shall be the memorandum of the company. The court may by order at any time extend the time of delivery of documents to the registrar under this section for such period as the court may think proper. (7) If a company makes default in delivering to the registrar any document required by this section to be delivered to him, the company shall be liable, on summary conviction, to a fine not exceeding $50 for every day during which it is in default. 1915, c.14, s.13; 1918-19, c.31, s.6; R.S.S. 1920, c.76, s.13. What companies have capacity of natural person 14 Every company heretofore or hereafter created: (a) by or under the authority of any general or special Ordinance of the North-West Territories; or
10 c. 76 COMPANIES (b) under any general or special Act of this Legislature; shall, unless a contrary intention is expressed in a special Act or ordinance, incorporating it or in a memorandum of association thereof, have and be deemed to have had since incorporation the capacity of a natural person to accept extraprovincial powers and rights, and to exercise its powers beyond the boundaries of the province to the extent to which the laws in force where such powers are sought to be exercised permit; and unless the contrary intention is expressed in a special Act or ordinance incorporating the company or in a memorandum of association thereof, such incorporation shall, so far as the capacities of such companies are concerned, have and be deemed to have had the same effect as if the company were or had been incorporated by letters patent under the great seal. 1917, c.34, s.42(3) (redrawn); R.S.S. 1920, c.76, s.14. ARTICLES OF ASSOCIATION Filing articles 15(1) There may be filed with the memorandum of association articles of association dated and signed by the subscribers to the memorandum and prescribing regulations for the company. (2) Articles of association may adopt all or any of the regulations contained in table A in the first schedule. 1915, c.14, s.14; 1918-19, c.31, s.7; R.S.S. 1920, c.76, s.15. Application of table A 16 In the case of a company incorporated under this Act, if articles are not filed, or, if articles are filed, in so far as the articles do not exclude or modify the regulations (table A), those regulations shall, so far as applicable, be regulations of the company in the same manner and to the same extent as if they were contained in duly filed articles. 1915, c.14, s.15; R.S.S. 1920, c.76, s.16. Form and signature 17 Articles shall be: (a) divided into paragraphs numbered consecutively; (b) signed by each subscriber of the memorandum of association in the presence of at least one witness who shall attest the signature. 1915, c.14, s.16; R.S.S. 1920, c.76, s.17. Alteration by special resolution 18 Subject to the provisions of this Act and to the conditions contained in its memorandum, a company may from time to time by special resolution alter or add to its articles; and any alteration or addition so made shall be as valid as if originally contained in the articles, and be subject in like manner to alteration by special resolution. 1915, c.14, s.17; R.S.S. 1920, c.76, s.18.
11 COMPANIES c. 76 Effect of memorandum and artic1es 19(1) The memorandum and articles shall, when filed, bind the company and the members thereof to the same extent as if they respectively had been signed and sealed by each member, his executors and administrators 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 shall be a debt due from him, to the company and shall be of the nature of a specialty debt. 1915, c.14, s.18; R.S.S. 1920, c.76, s.19. Effect of filing 20(1) On the filing of the memorandum of a company the registrar shall certify under his hand that the company is incorporated and limited. (2) From the date of incorporation mentioned in the certificate of incorporation, the subscribers of the memorandum, together with such other persons as may from time to time become members of the company, shall be a body corporate by the name contained in the memorandum, capable forthwith of exercising all the functions of an incorporated company and having perpetual succession and a common seal, with power to hold lands, and 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. 1915, c.14, s.19; R.S.S. 1920, c.76, s.20. Registrar s certificate conclusive evidence 21 A certificate of incorporation given by the registrar in respect of any company shall be conclusive evidence that all the requirements of this Act in respect to incorporation and of matters precedent and incidental thereto have been complied with, and that the company is duly incorporated under this Act, and a copy of or extract from any of the documents kept or filed at the office of the registrar if duly certified to be a true copy or extract under his hand and seal of office shall for all purposes be received in evidence as of equal validity with the original documents. 1915, c.14, s.20; R.S.S. 1920, c.76, s.21. Copy of memorandum and articles sent members on request 22(1) Every company shall send to every member, at his request, and on payment of twenty-five cents or such lesser sum as the company may prescribe, a copy of the memorandum and of the articles (if any). (2) If a company makes default in complying with the requirements of this section, it shall be liable, on summary conviction, for each offence to a fine not exceeding $10. 1915, c.14, s.21; R.S.S. 1920, c.76, s.22.
12 c. 76 COMPANIES Restrictions on charitable and companies not for gain 23(1) Where it is proved to the satisfaction of the Provincial Secretary that an association about to be formed as a limited company is to be formed for promoting, art, science, religion, charity or other useful object, or for purposes of recreation, and intends to apply its profits (if any) or other income in promoting its objects and to prohibit the payment of any dividend to its members, the Provincial Secretary may direct that the association be incorporated as a company with limited liability, without the addition of the word limited to its name, and the association may be incorporated accordingly. (2) The association shall be subject to all the obligations of a limited company except those of using the word limited as part of its name, of publishing its name and of sending lists of directors and managers to the registrar, and shall be subject to such regulations as the Lieutenant Governor in Council shall deem advisable. (3) Regulations made by the Lieutenant Governor in Council under subsection (2) shall apply to all companies falling within the terms of the first subsection of this section, whether incorporated under this or any former Act of Saskatchewan or under an Ordinance of the North West Territories. 1915, c.14, s.22; 1917, c.34, s.42(4); 1919-20, c.21, s.3; R.S.S. 1920, c.76, s.23. Alterations by extraprovincial companies 24(1) Every extraprovincial company whose name has been changed or whose memorandum of association or the objects of whose incorporation have been altered, or whose articles of association have been altered or added to, shall forthwith file with the registrar a duly certified copy of the special resolution, supplementary letters patent, order of court, order in council or other document by which the change, alteration or addition was effected, and thereupon, and upon receipt of the fee prescribed therefor, the registrar shall enter the new name in the register in place of the old name, or shall, with the approval of the Provincial Secretary, register the alteration or addition, as the case may be. (2) No license issued to the company before the change of name, alteration of the memorandum of association or of the objects of incorporation, or the alteration of or addition to its articles, shall he valid for more than sixty days after such change, alteration or addition; unless the provisions of section 23 have in the meantime been complied with. (3) Upon registration of the change of name, alteration of the memorandum of association or of the objects of incorporation, the registrar shall issue to the company a certificate, under his hand, in form adapted to the circumstances, and such certificate shall be conclusive evidence of the change of name, alteration of the memorandum of association or of the objects of incorporation, as the case may be. (4) The registrar shall also, in the case of a change of name, publish a notice, thereof in The Saskatchewan Gazette, and such publication shall be conclusive evidence of the change. 1918-19, c.31, s.8; R.S.S. 1920, c.76, s.24.
13 COMPANIES c. 76 PART II Registration and License Companies carrying on business must registrar 25(1) Any company, whether incorporated under the provisions of this Act or otherwise, having gain for its object or part of its object and carrying on business in Saskatchewan, shall be registered under this Act. (2) Any unregistered company carrying on business, and any company, firm, broker or other person carrying on business as a representative, or on behalf of such unregistered company, shall be liable, on summary conviction, to a penalty not exceeding $50 for every day on which such business is carried on in contravention of this section, and proof of compliance with the provisions of this section shall be at all times upon the accused. (3) The taking of orders by travellers for goods, wares or merchandise to be subsequently imported into Saskatchewan to fill such orders, or the buying or selling of such goods, wares or merchandise by correspondence, if the company has no resident agent or representative and no warehouse, office or place of business in Saskatchewan, shall not be deemed to be carrying on business within the meaning of this Act. 1915, c.14, s.23; R.S.S. 1920, c.76, s.25. Requirements before registration 26(1) Any company may become registered in Saskatchewan for any lawful purpose on compliance with the provisions of this Act, and on payment of the fees prescribed, end thereupon the registrar shall issue to the company a certificate of registration which shall be received in all courts ~is evidence of the registration, of the date thereof, and of any other facts which it purports to certify. (2) The registrar may, in the case of all companies (other than those incorporated by or under the authority of the Parliament of Canada) or proposed companies, refer the application to the Lieutenant Governor in Council, who may refuse registration at his discretion, and in case of refusal such company or proposed company shall not be registered. (3) The registrar may by his certificate restrict the powers which a company other than one incorporated by or under the authority of the Parliament of Canada, may exercise in Saskatchewan, and in such case the company shall, subject to the provisions hereinafter contained, carry on only such parts of its business or exercise only such of its powers as are authorised by the certificate. (4) Where the registrar decides to register the company for only part of its powers, he shall notify the company to that effect, and the company or any member thereof may appeal to the Lieutenant Governor in Council, who shall thereupon direct the registrar as to the extent to which the company shall be registered. (5) Mutual insurance companies incorporated in Saskatchewan may become registered upon filing with the registrar copies of the documents mentioned in section 110 of The Insurance Act. Such companies, if extraprovincial, may become registered upon compliance with the provisions of section 28 of this Act. 1918-19, c.31, s.9; R.S.S. 1920, c.76, s.26.
14 c. 76 COMPANIES Certain companies are licensed 27(1) Every company, except a company incorporated under section 23, may, upon complying with the provisions of this Act and the regulations, and every mutual insurance company may, receive a license from the registrar to carry on its business and exercise its powers in Saskatchewan. (2) Such license shall expire on the thirty-first day of December in the year for which it is issued, but shall be renewable annually upon payment of the prescribed fees. (3) A company receiving a license from the registrar may, subject to the provisions of its charter, carry on business in all respects as if it had been incorporated under this Act. (4) There shall be paid to His Majesty, for the public use of Saskatchewan, for every license under this Act, such fees as may be prescribed by the Lieutenant Governor in Council. (5) Every company which carries on business in Saskatchewan without a license, and every president, vice president, director and secretary or secretary treasurer of such company, shall be respectively guilty of an offence and liable on summary conviction to a penalty not exceeding $25 for every day the default continues. (6) Application for registration and license may be made by an extraprovincial company by petition in form B. 1915, c.14, s.25; 1918-19, c.31, s.10 (redrawn); R.S.S. 1920, c.76, s.27. Documents filed with registrar 28 Every incorporated company shall, before registration, file with the registrar a certified copy of its charter and by laws, and a statutory declaration of the president, vice president, secretary or manager, that it is still in existence and legally authorised to transact business under its charter (form C). 1915, c.14, s.26; R.S.S. 1920, c.76, s.28. Extraprovincial companies appoint attorney to accept service of process 29(1) Every extraprovincial company shall, before registration, file with the registrar a duly executed power of attorney under its common seal in form approved by the registrar, empowering some person therein named and residing in some one of the cities or towns of Saskatchewan to act as its attorney for the purpose of receiving service of process in all suits and proceedings against the company within Saskatchewan, and of receiving all lawful notices, and declaring that service of process in respect of such suits and proceedings and of such notices on the said attorney shall be legal and binding to all intents and purposes whatever. (2) Such company may from time to time by a new or other power of attorney executed and deposited as aforesaid appoint another attorney within Saskatchewan for the purposes aforesaid and replace the attorney formerly appointed. (3) If the attorney named ceases to reside in one of the cities or towns of Saskatchewan, or if the power of attorney filed becomes invalid or ineffectual for any other reason, the company shall file another power of attorney which shall comply with the requirements of subsection (1).
15 COMPANIES c. 76 (4) If, in the case of a company already registered, there is no power of attorney in accordance with the preceding provisions of this section on file in the office of the registrar, the registrar shall not issue a license or renewal of license to such company until the provisions of subsection (1) have been complied with. 1918-19, c.31, s.11; R.S.S. 1920, c.76, s.29. Lieutenant Governor makes regulations 30(1) The Lieutenant Governor in Council may prescribe and from time to time alter, such regulations as he may deem expedient for the registration of all companies, and may fix the fees and other payments to be made in connection with the administration of this Act, and such regulations shall have the same force and effect as if incorporated in and forming part of this Act. (2) All regulations in connection with this Act shall be published in The Saskatchewan Gazette. 1915, c.14, s.27; R.S.S. 1920, c.76, s.30. Powers of registrar to strike certain companies off register 31(1) Where the registrar has reasonable cause to believe that a company registered under this Act has ceased to carry on business he shall send to the registered office of the company, by post, a letter inquiring whether the company is carrying on business or in operation and if he does not receive an answer thereto within one month of sending such letter he shall, within fourteen days of the expiration of the said month, send a registered letter of the same purport with an added warning, that, if no reply is received within a period of one month from the date of sending such registered letter, a notice will be published in The Saskatchewan Gazette with a view to striking the name of the company off the register. (2) If the registrar either receives an answer from the company to the effect that it is not carrying on business or in operation, or if the letter is returned to him through the post office, or if lie receives no answer thereto, he may publish in The Saskatchewan Gazette a notice that, at the expiration of three months from the date of that notice, unless cause is shown to the contrary, the name of the company will be struck off the register, and the company, if a Saskatchewan company, dissolved. (3) At the time mentioned in the notice the registrar may, unless cause is shown to the contrary, strike the name of such company off the register and thereupon the company shall, if a Saskatchewan company, be dissolved: Provided that the liability, if any, of every director, manager, secretary, or other officer or member of the company shall continue and may be enforced as if the company had not been dissolved. (4) If the company or a member or creditor thereof feels aggrieved by the name of such company having been struck off the register in pursuance of this or any other section of this Act, the company or member or creditor may apply to the court upon notice to the registrar; and the court, upon hearing the registrar and the applicant, may, if satisfied that the company was at the time of striking off actually carrying on business or in operation and that it is lust and proper so to do, order the name of the company to be restored to the register on the payment of such fees as are prescribed in the regulations for such purpose, in which event the registrar shall forthwith publish in The Saskatchewan Gazette a notice that the name of the company has been restored to the register; and thereupon the company shall be deemed to have continued in existence as if the name of the company had never been struck off.
16 c. 76 COMPANIES (5) A letter or notice authorised or required, for the purpose of this section to be sent to a company may be sent by post addressed to the company, at its registered office, or if no office has been registered, addressed to the care of some director or officer of the company, or if there be no director or officer of the company whose name and address are known to the registrar the letter or notice in identical form may be sent to each of the persons who subscribed the memorandum of association addressed to him at the address mentioned in the memorandum. 1915, c.14, s.29; 1917 (sess. 2), c.23, s.4; 1918-19, c.31, s.13; R.S.S. 1920, c.76, s.31. Registrar to strike recalcitrant companies off registrar 32 Should the registrar not receive any fee prescribed by the regulations made by the Lieutenant Governor in Council under this Act by the date such fee is due, he shall send to the company in default a registered letter notifying it of its liability and at the expiration of a period of one month, should such fee remain unpaid, he shall, without further notice, cause the name of the company to be struck off the register and publish the fact in The Saskatchewan Gazette. Provided that the liability of every director or officer or member of the company shall continue and may be enforced as if the name of the company had not been struck off the register. 1915, c.14, s.30; R.S.S. 1920, c.76, s.32. Procedure in case of defaulting companies 33(1) If a registered company fails to comply with any of the requirements of this Act in any particular in which no other procedure is prescribed, the registrar shall send to the registered office of the company, by post, a letter drawing attention to the default and stating that unless the same is remedied within a time to be therein limited the company may be struck off the register. (2) In case the circumstances seem to require it, the registrar may extend the time mentioned, but if the default is not remedied in accordance with the notice or within such extended time, as the case may be, the registrar may strike the name of the company from the register. (3) If the company or a member or creditor thereof feels aggrieved by the action of the registrar, the company or such member or creditor may apply to the court upon notice to the registrar, and the court, upon hearing the registrar and the applicant, may, if satisfied that it is just and proper so to do, order the name of the company to be restored to the register on payment of such fees as are prescribed in the regulations for that purpose. (4) A letter or notice authorised or required for the purpose of this section to be sent to a company may be sent in the manner prescribed by subsection (5) of section 31. 1918-19, c.31, s.14; R.S.S. 1920, c.76, s.33.
17 COMPANIES c. 76 PART III Distribution of Capital MEMBERSHIP AND REGISTRATION Definition of member 34(1) The subscribers of the memorandum of association shall be deemed to have agreed to become members of the company, and on its registration shall be entered as members on its register of members. (2) Every other person who agrees to become a member, and whose name is entered on its register of members, shall he a member of the company. 1915, c.14, s.31; R.S.S. 1920, c.76, s.34. Nature of shares 35(1) The shares or other interest of a member shall be personal estate transferable in manner provided by the articles of the company, and shall not be of the nature of real estate. (2) Each share in a company having a share capital shall be distinguished by its appropriate number. 1915, c.14, s.32; R.S.S. 1920, c.76, s.35. Register of members 36(1) Every company shall keep in one or more books a register of its members, and enter therein the following particulars: (a) the names and addresses and occupations, if any, of the members, and a statement of the shares held by each member, distinguishing each share by its number, and of the amount paid or agreed to be considered as paid on the shares of such member; (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. (2) If a company fails to comply with this section it shall be liable, on summary conviction, to a fine not exceeding $25 for every day during which the default continues; and every director, manager or secretary of the company who knowingly and wilfully authorises or permits the default shall be liable, on summary conviction, to the like penalty. 1915, c.14, s.33; R.S.S. 1920, c.76, s.36. Annual list members and summary 37(1) Every company shall, not later than the first day of March in each year after the date of its registration, forward to the registrar a return (form D) specifying the following particulars: (a) the amount of the share capital of the company and the number of shares into which it is divided; (b) the number of the shares taken from the commencement of the company to the date of the return; (c) the amount called up on each share;
18 c. 76 COMPANIES (d) the total amount of calls received; (e) the total amount of calls unpaid; (f) the total number of shares forfeited; (g) the total amount (if any) agreed to he considered as paid on shares which have been issued as fully paid up otherwise than in cash; (h) the names and addresses of the persons who at the date of the return are the directors of the company; (i) the total amount of debt due from the company in respect of all mortgages and charges; (j) the full address of the head office, giving the name of the city or town and street and number; (k) the full address of the chief place of business in Saskatchewan, giving the city or town and street and number; (l) the nature of the business or businesses carried on during the year ending December thirty-first last; (m) the particulars mentioned in section 50 in case the company has issued a share warrant; and (n) any other information which in the, opinion of the registrar should be filed in his office respecting the company. (2) Every company which neglects or refuses to file the above return within the period limited therefor shall be guilty of an offence and liable on summary conviction to a penalty of $5 for every day during which the default continues. The company may also be struck off the register by the registrar in accordance with the provisions of section 33. (3) This section shall apply to all companies registered under this Act, wheresoever incorporated. 1915, c.14, s.34; 1917 (sess. 2), c.23, c.5; 1918-19, c.31, s.15; 1919-20, c.21, s.4; R.S.S. 1920, c.76, s.37. Trust not entered on register 38 No notice of any trust, expressed, implied or constructive, shall be entered on the register or be receivable by the registrar. 1915, c.14, s.35; R.S.S. 1920, c.76, s.38. Registration of transfer at request of transferor 39 On the application of the transferor of any share or interest in a company, the company shall enter on its register of members the name of the transferee in the same manner and subject to the same conditions as if the application for the entry was made by the transferee. 1915, c.14, s.36; R.S.S. 1920, c.76, s.39.
19 COMPANIES c. 76 Transfer by personal representative 40 A transfer of the share or other interest of a deceased member of a company made by his personal representative shall, although the personal representative is not himself a member, be as valid as if he had been a member at the time of the execution of the instrument of transfer. 1915, c.14, s.37; R.S.S. 1920, c.76, s.40. Transfer to escape liability 41 Any transfer of shares in a company under this Act made for the purpose of avoiding or escaping the further liability of a shareholder as such, for a nominal or no consideration, or to a person in the menial or domestic service of the transferor, shall he deemed to be a fraudulent transfer and need not be recognised by the company or by the court on the winding up of the company. 1915, c.14, s.38; R.S.S. 1920, c.76, s.41. Inspection of register of members 42(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 such reasonable restrictions as the company in general meeting may impose, so that not less than two hours in each day he allowed for inspection) be open to the inspection of any member gratis, and to the inspection of any other person on payment of twentyfive cents, or such less sum as the company may prescribe for each inspection. (2) Any member or other person may require a copy of the register, or of any part thereof, or of the form of return required by this Act, or any part thereof, on payment of ten cents, or such less sum as the company may prescribe for every hundred words or fractional part thereof required to be copied. (3) If any inspection or copy required under this section is refused, the company shall be liable for each refusal to a fine not exceeding $10, and to a further fine not exceeding $10 for every day during which the refusal continues, and every director and manager of the company who knowingly authorises or permits the refusal shall be liable, on summary conviction, to a like penalty, and any judge inky by order compel an immediate inspection of the register. 1913, c.14, s.39; R.S.S. 1920, c.76, s.42. Certificate of company evidence of title to share 43 A certificate under the common seal of the company, specifying any share or shares of stock held by any member of a company shall be prima facie evidence of the title of the member to the share or shares of stock therein specified. 1915, c.14, s.40; R.S.S. 1920, c.76, s.43 Closing of register 44 A company may, on giving notice by advertisement in some newspaper circulating in the district in which the registered office of the company is situate, close the register of members for any time or times not exceeding in the whole thirty days in each year. 1915, c.14, s.41; R.S.S. 1920, c.76, s.44
20 c. 76 COMPANIES Power to rectify register 45(1) If: (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 application may he made to the court or to a judge sitting in chambers, and the court or judge may either refuse the application or may order rectification of the register and payment by the company of any damages sustained by any party aggrieved. (3) On any application under this section the court or judge may decide any question relating to the title of any person who is a party to the application to have his 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 hand; and generally may decide any question necessary or expedient to be decided for rectification of the register. 1915, c.14, s.42; R.S.S. 1920, c.76, s.45 Prohibition of carrying on business with less than three members 46 If at any time the number of members of a company is reduced below three and it carries on business for more than six months while the number is so reduced, each member of the company during the time it so carries on business after those six months, who is cognisant of the fact that it is so carrying on business with fewer than three members, shall be severally liable for payment of the whole debts of the company contracted during that time and may be sued for the same by any creditor of the company. 1915, c.14, s.43; R.S.S. 1920, c.76, s.46 Register is prima facie evidence 47 The register of members shall be prima facie evidence of any matters by this Act directed or authorised to be inserted therein. 1915, c.14, s.44; R.S.S. 1920, c.76, s.47 Notice to register of rectification of register 48 Whenever any order has been made rectifying the register in the case of a company hereby required to send a list of its members to the registrar, the court shall by its order direct the due notice of such rectification to be given to the registrar. 1915, c.14, s.45; R.S.S. 1920, c.76, s.48
21 COMPANIES c. 76 SHARE WARRANTS Issue and effect of share warrants 49(1) A company if so authorised by its articles, may, with respect to any fully paid up shares, or to stock, issue under its common seal a warrant stating that the bearer of the warrant is entitled to the shares or stock therein specified, and may provide, by coupons or otherwise, for the payment of the future dividends on the shares or stock included in the warrant, in this Act termed a share warrant. (2) A share warrant shall entitle the bearer thereof to the shares or stock therein specified, and the shares or stock may be transferred by delivery of the warrant. (3) The bearer of a share warrant shall, subject to the articles of the company, be entitled, on surrendering it for cancellation, to have his name entered as a member in the register of members; and the company shall be responsible for any loss incurred by any person by reason of the company entering in the register the name of a bearer of a share warrant in respect of the shares or stock therein specified without the warrant being surrendered and cancelled. (4) The bearer of a share warrant may, if the articles of the company so provide, be deemed to be a member of the company within the meaning of this Act, either to the full extent or for any purposes defined in the articles; except that he shall not be qualified in respect to the shares or stock specified in the warrant for being a director or manager of the company, in cases where such a qualification is required by the articles. (5) On the issue of a share warrant the company shall strike out of its register of members the name of the member then entered therein as holding the shares or stock specified in the warrant as if he had ceased to be a member, and shall enter in the register the following particulars, namely: (a) the fact of the issue of the warrant; (b) a statement of the shares or stock included in the warrant, distinguishing each share by its number; and (c) the date of the issue of the warrant. (6) Until the warrant is surrendered, the above particulars shall be deemed to be the particulars required by this Act to be entered in the register of members; and, on the surrender, the date of the surrender must he entered as if it were the date at which a person ceased to be a member. 1915, c.14, s.46; R.S.S. 1920, c.76, s.49. Particulars of share warrant in annual summary 50 After the issue by the company of a share warrant the annual summary required by section 37 shall contain the following particulars: (a) the total amount of shares or stock for which share warrants are outstanding at the date of the summary; (b) the total amount of share warrants which have been issued and surrendered respectively since the last summary was made; (c) the number of shares or amount of stock comprised in each warrant. 1915, c.14, s.47; R.S.S. 1920, c.76, s.50.