C-38 - Companies Act

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18. (1)  Only the companies to which, as expressly determined by another Act, this Part applies may amalgamate under the rules provided in this division and enter into all contracts and agreements necessary to such amalgamation; the amalgamation of the other companies to which this Part applies is governed by Chapter XVII of Part IA.
(2)  The companies proposing to amalgamate may enter into a joint agreement for such amalgamation, prescribing the terms and conditions thereof, the mode of carrying the same into effect, and stating the name of the new company, the names, callings and places of residence of the provisional directors thereof, and how and when the subsequent directors shall be elected, with such other details as may be necessary to perfect the amalgamation and to provide for the subsequent management and working of the new company, and in particular the description of its authorized capital and the manner of converting the shares issued by the amalgamating companies into issued shares of the new company.
(3)  The agreement shall be submitted to the shareholders of each of the companies at a general meeting thereof called for the purpose of taking the same into consideration.
(4)  To be adopted, the joint agreement must be voted by at least two-thirds in value of the shares represented by the shareholders present at the meeting; the adoption shall be certified on the agreement by the secretary of each of the companies under the seal thereof.
(4.1)  Sections 9.1 and 10 apply to the joint agreement.
(5)  Thereupon the amalgamating companies by their joint application may apply to the enterprise registrar for letters patent confirming the agreement; if such application be granted, the enterprise registrar shall issue letters patent and deposit them in the register; and, subject to such deposit, but from the date of the letters patent, the companies shall be deemed to be amalgamated and to form one corporation by the name in the letters patent provided, and the company so constituted as a legal person shall possess all the property, rights, privileges and franchises, and be subject to all the liabilities, contracts, disabilities and duties of each of the companies so amalgamated.
(6)  All rights of creditors against the property, rights and assets of a company amalgamated or reincorporated under the provisions of this Part, and all liens upon its property, rights and assets, shall be unimpaired by such amalgamation or reincorporation, and all debts, contracts, liabilities and duties of such company shall thenceforth attach to the new reincorporated company, and may be enforced against it to the same extent as if such debts, contracts, liabilities and duties had been incurred or contracted by it.
R. S. 1964, c. 271, s. 18; 1966-67, c. 72, s. 23; 1969, c. 26, s. 34; 1972, c. 61, s. 7; 1973, c. 65, s. 1; 1975, c. 76, s. 11; 1979, c. 31, s. 7; 1980, c. 28, s. 7; 1981, c. 9, s. 24; 1982, c. 52, s. 138; 1993, c. 48, s. 243; 1999, c. 40, s. 70; 2002, c. 45, s. 278.
18. (1)  Only the companies to which, as expressly determined by another Act, this Part applies may amalgamate under the rules provided in this division and enter into all contracts and agreements necessary to such amalgamation; the amalgamation of the other companies to which this Part applies is governed by Chapter XVII of Part IA.
(2)  The companies proposing to amalgamate may enter into a joint agreement for such amalgamation, prescribing the terms and conditions thereof, the mode of carrying the same into effect, and stating the name of the new company, the names, callings and places of residence of the provisional directors thereof, and how and when the subsequent directors shall be elected, with such other details as may be necessary to perfect the amalgamation and to provide for the subsequent management and working of the new company, and in particular the description of its authorized capital and the manner of converting the shares issued by the amalgamating companies into issued shares of the new company.
(3)  The agreement shall be submitted to the shareholders of each of the companies at a general meeting thereof called for the purpose of taking the same into consideration.
(4)  To be adopted, the joint agreement must be voted by at least two-thirds in value of the shares represented by the shareholders present at the meeting; the adoption shall be certified on the agreement by the secretary of each of the companies under the seal thereof.
(4.1)  Sections 9.1 and 10 apply to the joint agreement.
(5)  Thereupon the amalgamating companies by their joint application may apply to the Inspector General for letters patent confirming the agreement; if such application be granted, the Inspector General shall issue letters patent and deposit them in the register; and, subject to such deposit, but from the date of the letters patent, the companies shall be deemed to be amalgamated and to form one corporation by the name in the letters patent provided, and the company so constituted as a legal person shall possess all the property, rights, privileges and franchises, and be subject to all the liabilities, contracts, disabilities and duties of each of the companies so amalgamated.
(6)  All rights of creditors against the property, rights and assets of a company amalgamated or reincorporated under the provisions of this Part, and all liens upon its property, rights and assets, shall be unimpaired by such amalgamation or reincorporation, and all debts, contracts, liabilities and duties of such company shall thenceforth attach to the new reincorporated company, and may be enforced against it to the same extent as if such debts, contracts, liabilities and duties had been incurred or contracted by it.
R. S. 1964, c. 271, s. 18; 1966-67, c. 72, s. 23; 1969, c. 26, s. 34; 1972, c. 61, s. 7; 1973, c. 65, s. 1; 1975, c. 76, s. 11; 1979, c. 31, s. 7; 1980, c. 28, s. 7; 1981, c. 9, s. 24; 1982, c. 52, s. 138; 1993, c. 48, s. 243; 1999, c. 40, s. 70.
18. (1)  Only the companies to which, as expressly determined by another Act, this Part applies may amalgamate under the rules provided in this division and enter into all contracts and agreements necessary to such amalgamation; the amalgamation of the other companies to which this Part applies is governed by Chapter XVII of Part IA.
(2)  The companies proposing to amalgamate may enter into a joint agreement for such amalgamation, prescribing the terms and conditions thereof, the mode of carrying the same into effect, and stating the corporate name of the new company, the names, callings and places of residence of the provisional directors thereof, and how and when the subsequent directors shall be elected, with such other details as may be necessary to perfect the amalgamation and to provide for the subsequent management and working of the new company, and in particular the description of its authorized capital and the manner of converting the shares issued by the amalgamating companies into issued shares of the new company.
(3)  The agreement shall be submitted to the shareholders of each of the companies at a general meeting thereof called for the purpose of taking the same into consideration.
(4)  To be adopted, the joint agreement must be voted by at least two-thirds in value of the shares represented by the shareholders present at the meeting; the adoption shall be certified on the agreement by the secretary of each of the companies under the corporate seal thereof.
(4.1)  Sections 9.1 and 10 apply to the joint agreement.
(5)  Thereupon the amalgamating companies by their joint application may apply to the Inspector General for letters patent confirming the agreement; if such application be granted, the Inspector General shall issue letters patent and deposit them in the register; and, subject to such deposit, but from the date of the letters patent, the companies shall be deemed to be amalgamated and to form one corporation by the corporate name in the letters patent provided, and the company so incorporated shall possess all the property, rights, privileges and franchises, and be subject to all the liabilities, contracts, disabilities and duties of each of the companies so amalgamated.
(6)  All rights of creditors against the property, rights and assets of a company amalgamated or reincorporated under the provisions of this Part, and all liens upon its property, rights and assets, shall be unimpaired by such amalgamation or reincorporation, and all debts, contracts, liabilities and duties of such company shall thenceforth attach to the new reincorporated company, and may be enforced against it to the same extent as if such debts, contracts, liabilities and duties had been incurred or contracted by it.
R. S. 1964, c. 271, s. 18; 1966-67, c. 72, s. 23; 1969, c. 26, s. 34; 1972, c. 61, s. 7; 1973, c. 65, s. 1; 1975, c. 76, s. 11; 1979, c. 31, s. 7; 1980, c. 28, s. 7; 1981, c. 9, s. 24; 1982, c. 52, s. 138; 1993, c. 48, s. 243.
18. (1)  Only the companies to which, as expressly determined by another act, this Part applies may amalgamate under the rules provided in this division and enter into all contracts and agreements necessary to such amalgamation; the amalgamation of the other companies to which this Part applies is governed by Chapter XVII of Part IA.
(2)  The companies proposing to amalgamate may enter into a joint agreement for such amalgamation, prescribing the terms and conditions thereof, the mode of carrying the same into effect, and stating the corporate name of the new company, the names, callings and places of residence of the provisional directors thereof, and how and when the subsequent directors shall be elected, with such other details as may be necessary to perfect the amalgamation and to provide for the subsequent management and working of the new company, and in particular the description of its authorized capital and the manner of converting the shares issued by the amalgamating companies into issued shares of the new company.
(3)  The agreement shall be submitted to the shareholders of each of the companies at a general meeting thereof called for the purpose of taking the same into consideration.
(4)  To be adopted, the joint agreement must be voted by at least two-thirds in value of the shares represented by the shareholders present at the meeting; the adoption shall be certified on the agreement by the secretary of each of the companies under the corporate seal thereof.
(5)  Thereupon the amalgamating companies by their joint application may apply to the Inspector General for letters patent confirming the agreement; if such application be granted, notice thereof shall be given by the Inspector General by one insertion in the Gazette officielle du Québec, as in the form prescribed by him; and, subject to such notice, but counting from the date of the letters patent, the companies shall be deemed to be amalgamated and to form one corporation by the corporate name in the letters patent provided, and the company so incorporated shall possess all the property, rights, privileges and franchises, and be subject to all the liabilities, contracts, disabilities and duties of each of the companies so amalgamated.
(6)  All rights of creditors against the property, rights and assets of a company amalgamated or reincorporated under the provisions of this Part, and all liens upon its property, rights and assets, shall be unimpaired by such amalgamation or reincorporation, and all debts, contracts, liabilities and duties of such company shall thenceforth attach to the new reincorporated company, and may be enforced against it to the same extent as if such debts, contracts, liabilities and duties had been incurred or contracted by it.
R. S. 1964, c. 271, s. 18; 1966-67, c. 72, s. 23; 1969, c. 26, s. 34; 1972, c. 61, s. 7; 1973, c. 65, s. 1; 1975, c. 76, s. 11; 1979, c. 31, s. 7; 1980, c. 28, s. 7; 1981, c. 9, s. 24; 1982, c. 52, s. 138.
18. (1)  Only the companies to which, as expressly determined by another act, this Part applies may amalgamate under the rules provided in this division and enter into all contracts and agreements necessary to such amalgamation; the amalgamation of the other companies to which this Part applies is governed by Chapter XVII of Part IA.
(2)  The companies proposing to amalgamate may enter into a joint agreement for such amalgamation, prescribing the terms and conditions thereof, the mode of carrying the same into effect, and stating the corporate name of the new company, the names, callings and places of residence of the provisional directors thereof, and how and when the subsequent directors shall be elected, with such other details as may be necessary to perfect the amalgamation and to provide for the subsequent management and working of the new company, and in particular the description of its authorized capital and the manner of converting the shares issued by the amalgamating companies into issued shares of the new company.
(3)  The agreement shall be submitted to the shareholders of each of the companies at a general meeting thereof called for the purpose of taking the same into consideration.
(4)  To be adopted, the joint agreement must be voted by at least two-thirds in value of the shares represented by the shareholders present at the meeting; the adoption shall be certified on the agreement by the secretary of each of the companies under the corporate seal thereof.
(5)  Thereupon the amalgamating companies by their joint application may apply to the Minister for letters patent confirming the agreement; if such application be granted, notice thereof shall be given by the Minister or the deputy minister of Financial Institutions and Cooperatives by one insertion in the Gazette officielle du Québec, as in the form prescribed by the Minister; and, subject to such notice, but counting from the date of the letters patent, the companies shall be deemed to be amalgamated and to form one corporation by the corporate name in the letters patent provided, and the company so incorporated shall possess all the property, rights, privileges and franchises, and be subject to all the liabilities, contracts, disabilities and duties of each of the companies so amalgamated.
(6)  All rights of creditors against the property, rights and assets of a company amalgamated or reincorporated under the provisions of this Part, and all liens upon its property, rights and assets, shall be unimpaired by such amalgamation or reincorporation, and all debts, contracts, liabilities and duties of such company shall thenceforth attach to the new reincorporated company, and may be enforced against it to the same extent as if such debts, contracts, liabilities and duties had been incurred or contracted by it.
R. S. 1964, c. 271, s. 18; 1966-67, c. 72, s. 23; 1969, c. 26, s. 34; 1972, c. 61, s. 7; 1973, c. 65, s. 1; 1975, c. 76, s. 11; 1979, c. 31, s. 7; 1980, c. 28, s. 7; 1981, c. 9, s. 24.
18. (1)  Only the companies to which, as expressly determined by another act, this Part applies may amalgamate under the rules provided in this division and enter into all contracts and agreements necessary to such amalgamation; the amalgamation of the other companies to which this Part applies is governed by Chapter XVII of Part IA.
(2)  The companies proposing to amalgamate may enter into a joint agreement for such amalgamation, prescribing the terms and conditions thereof, the mode of carrying the same into effect, and stating the corporate name of the new company, the names, callings and places of residence of the provisional directors thereof, and how and when the subsequent directors shall be elected, with such other details as may be necessary to perfect the amalgamation and to provide for the subsequent management and working of the new company, and in particular the description of its authorized capital and the manner of converting the shares issued by the amalgamating companies into issued shares of the new company.
(3)  The agreement shall be submitted to the shareholders of each of the companies at a general meeting thereof called for the purpose of taking the same into consideration.
(4)  To be adopted, the joint agreement must be voted by at least two-thirds in value of the shares represented by the shareholders present at the meeting; the adoption shall be certified on the agreement by the secretary of each of the companies under the corporate seal thereof.
(5)  Thereupon the amalgamating companies by their joint application may apply to the Minister for letters patent confirming the agreement; if such application be granted, notice thereof shall be given by the Minister or the deputy minister of Consumer Affairs, Cooperatives and Financial Institutions by one insertion in the Gazette officielle du Québec , as in the form prescribed by the Minister; and, subject to such notice, but counting from the date of the letters patent, the companies shall be deemed to be amalgamated and to form one corporation by the corporate name in the letters patent provided, and the company so incorporated shall possess all the property, rights, privileges and franchises, and be subject to all the liabilities, contracts, disabilities and duties of each of the companies so amalgamated.
(6)  All rights of creditors against the property, rights and assets of a company amalgamated or reincorporated under the provisions of this Part, and all liens upon its property, rights and assets, shall be unimpaired by such amalgamation or reincorporation, and all debts, contracts, liabilities and duties of such company shall thenceforth attach to the new reincorporated company, and may be enforced against it to the same extent as if such debts, contracts, liabilities and duties had been incurred or contracted by it.
R. S. 1964, c. 271, s. 18; 1966-67, c. 72, s. 23; 1969, c. 26, s. 34; 1972, c. 61, s. 7; 1973, c. 65, s. 1; 1975, c. 76, s. 11; 1979, c. 31, s. 7; 1980, c. 28, s. 7.
18. (1)  Any two or more companies to which this Part applies may, in the manner herein provided, amalgamate, and may enter into all contracts and agreements necessary to such amalgamation.
(2)  The companies proposing to amalgamate may enter into a joint agreement for such amalgamation, prescribing the terms and conditions thereof, the mode of carrying the same into effect, and stating the corporate name of the new company, the names, callings and places of residence of the provisional directors thereof, and how and when the subsequent directors shall be elected, with such other details as may be necessary to perfect the amalgamation and to provide for the subsequent management and working of the new company, and in particular the description of its authorized capital and the manner of converting the shares issued by the amalgamating companies into issued shares of the new company.
(3)  The agreement shall be submitted to the shareholders of each of the companies at a general meeting thereof called for the purpose of taking the same into consideration.
(4)  If the vote of at least two-thirds in value of the shares represented by the shareholders present at such meeting is for the adoption of the agreement, that fact shall be certified upon the agreement by the secretary of each of such companies under the corporate seal thereof.
(5)  Thereupon the amalgamating companies by their joint application may apply to the Minister for letters patent confirming the agreement; if such application be granted, notice thereof shall be given by the Minister or the deputy minister of Consumer Affairs, Cooperatives and Financial Institutions by one insertion in the Gazette officielle du Québec , as in the form prescribed by the Minister; and, subject to such notice, but counting from the date of the letters patent, the companies shall be deemed to be amalgamated and to form one corporation by the corporate name in the letters patent provided, and the company so incorporated shall possess all the property, rights, privileges and franchises, and be subject to all the liabilities, contracts, disabilities and duties of each of the companies so amalgamated.
(6)  All rights of creditors against the property, rights and assets of a company amalgamated or reincorporated under the provisions of this Part, and all liens upon its property, rights and assets, shall be unimpaired by such amalgamation or reincorporation, and all debts, contracts, liabilities and duties of such company shall thenceforth attach to the new reincorporated company, and may be enforced against it to the same extent as if such debts, contracts, liabilities and duties had been incurred or contracted by it.
R. S. 1964, c. 271, s. 18; 1966-67, c. 72, s. 23; 1969, c. 26, s. 34; 1972, c. 61, s. 7; 1973, c. 65, s. 1; 1975, c. 76, s. 11; 1979, c. 31, s. 7.
18. (1)  Any two or more companies to which this Part applies may, in the manner herein provided, amalgamate, and may enter into all contracts and agreements necessary to such amalgamation.
(2)  The companies proposing to amalgamate may enter into a joint agreement for such amalgamation, prescribing the terms and conditions thereof, the mode of carrying the same into effect, and stating the name of the new company, the names, callings and places of residence of the provisional directors thereof, and how and when the subsequent directors shall be elected, with such other details as may be necessary to perfect the amalgamation and to provide for the subsequent management and working of the new company, and in particular the description of its authorized capital and the manner of converting the shares issued by the amalgamating companies into issued shares of the new company.
(3)  The agreement shall be submitted to the shareholders of each of the companies at a general meeting thereof called for the purpose of taking the same into consideration.
(4)  If the vote of at least two-thirds in value of the shares represented by the shareholders present at such meeting is for the adoption of the agreement, that fact shall be certified upon the agreement by the secretary of each of such companies under the corporate seal thereof.
(5)  Thereupon the amalgamating companies by their joint application may apply to the Minister for letters patent confirming the agreement; if such application be granted, notice thereof shall be given by the Minister or the deputy minister of Consumer Affairs, Cooperatives and Financial Institutions by one insertion in the Gazette officielle du Québec , as in the form prescribed by the Minister; and, subject to such notice, but counting from the date of the letters patent, the companies shall be deemed to be amalgamated and to form one corporation by the name in the letters patent provided, and the company so incorporated shall possess all the property, rights, privileges and franchises, and be subject to all the liabilities, contracts, disabilities and duties of each of the companies so amalgamated.
(6)  All rights of creditors against the property, rights and assets of a company amalgamated or reincorporated under the provisions of this Part, and all liens upon its property, rights and assets, shall be unimpaired by such amalgamation or reincorporation, and all debts, contracts, liabilities and duties of such company shall thenceforth attach to the new reincorporated company, and may be enforced against it to the same extent as if such debts, contracts, liabilities and duties had been incurred or contracted by it.
R. S. 1964, c. 271, s. 18; 1966-67, c. 72, s. 23; 1969, c. 26, s. 34; 1972, c. 61, s. 7; 1973, c. 65, s. 1; 1975, c. 76, s. 11.