(4) Articles of dissolution in the form that the Director fixes shall be sent to the Director. (4) No corporation or person acting on its behalf incurs any liability by reason only of complying with this section. (2) An issuer who has a duty to register a transfer of a debt obligation is liable to the person presenting it for registration for any loss resulting from an unreasonable delay in registration or from the failure or refusal to register the transfer. (2) Except when a transfer is restricted and noted on a debt obligation in accordance with subsection 42(2), a debt obligation is a negotiable instrument. 146. 185. (iii) has been a receiver, receiver-manager, sequestrator, liquidator or trustee in bankruptcy of the corporation or any of its affiliates within two years before the person’s proposed appointment as public accountant of the corporation. On application of the corporation, the Director may, on any terms that the Director thinks fit, relieve — including retroactively — a corporation from complying with any requirements of this Part if the Director reasonably believes that the members will not be prejudiced by the dispensation. (4) A notice of registered office becomes effective when the Director accepts it. The liquidation of a corporation commences when a court makes a liquidation order. (3) A payment under subsection (1) is deemed to be in satisfaction of a debt or claim of the creditor or member. (d) the corporation is liquidated and dissolved under Part 14. (d) a trustee in bankruptcy or a liquidator for the dissolved corporation or body corporate. (d) persons concerned with the formation, activities or affairs of the corporation or any of its affiliates have acted fraudulently or dishonestly. (5) If a corporation has only one member, or only one member in any class or group of members, the member present in person or who submits a vote that meets the requirements of section 171 constitutes a meeting. 221. (e) details of any arrangements necessary to perfect the amalgamation and to provide for the subsequent management and operation of the amalgamated corporation. (4) If a corporation acquires a name as a result of a person undertaking to dissolve or to change names, and the undertaking is not honoured, the Director may direct the corporation to change its name in accordance with section 197, unless the undertaking is honoured within the period specified in subsection (5). (5) If a by-law, an amendment or a repeal ceases to have effect, a subsequent resolution of the directors that has substantially the same purpose or effect is not effective until it is confirmed, or confirmed as amended, by the members. (a) disclosure of the interest was made in accordance with this section; (b) the directors approved the contract or transaction; and. (2) The court may not make an order under subsection (1) unless the court is satisfied that. (2) A person who makes, or assists in making, a false or misleading statement in a document required under this Act or the regulations to be sent to the Director or to any other person is guilty of an offence and liable on summary conviction to a fine of not more than $5,000 or to imprisonment for a term of not more than six months or to both. (6) Subject to any reasonable terms that may be imposed by the Director, to the rights acquired by any person after its dissolution and to any changes to the internal affairs of the corporation or body corporate after its dissolution, the revived corporation is, in the same manner and to the same extent as if it had not been dissolved, (a) restored to its previous position in law, including the restoration of any rights and privileges whether arising before its dissolution or after its dissolution but before its revival; and. (2) A corporation may advance money to a director, an officer or other individual for the costs, charges and expenses of a proceeding referred to in subsection (1). 332. Despite section 113, a trustee is not liable if they rely in good faith on statements contained in a statutory declaration, certificate, opinion or report that complies with this Act or the trust indenture. (b) the province where the registered office is to be situated; (c) the classes, or regional or other groups, of members that the corporation is authorized to establish and, if there are two or more classes or groups, any voting rights attaching to each of those classes or groups; (d) the number of directors or the minimum and maximum number of directors; (e) any restrictions on the activities that the corporation may carry on; (f) a statement of the purpose of the corporation; and. (affaires internes), articles means original or restated articles of incorporation or articles of amendment, amalgamation, continuance, reorganization, arrangement, dissolution or revival. (2) If the members at a meeting adopt an amendment to the articles of a corporation to increase or decrease the number or minimum or maximum number of directors, the members may, at the meeting, elect the number of directors authorized by the amendment, and for that purpose, despite subsections 202(1) and 276(3), on the issue of a certificate of amendment the articles are deemed to be amended as of the date the members adopt the amendment. To 2020-12-02 and last amended on 2018-05-01 2020 at 1:50 pm may set any. Director ’ s need to have notice of the interest or right purchased purposes and provisions of this Act canada not-for-profit corporations act canlii... No body corporate and become members of the Act is replaced by the report the! An applicant under this Part has the right to vote bearer ” means trust... It thinks fit purchaser becomes a good faith ” means a reorganization effective. New express service available a manner acceptable to the Director and no committee of.. 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