CPA · Business Corporations Act
Part 2 — .1
15.5 Continuance of extra-provincial corporation
continued as an unlimited liability corporation under this Act, and
in addition,
(a) the property of the extra-provincial corporation continues to
be the property of the unlimited liability corporation,
(b) if prior to the date shown on the certificate of continuan ce
the shareholders of the extra-provincial corporation had
unlimited liability for any liability, act or default of the
extra-provincial corporation, the unlimited liability
corporation and the shareholders of the unlimited liability
corporation continue to be liable without limit for any
liability, act or default of the extra-provincial corporation,
(c) if prior to the date shown on the certificate of continuan ce
the shareholders of the extra-provincial corporation were
not, as shareholders, liable for any liability, act or default of
the extra-provincial corporation,
(i) the unlimited liability corpor ation continues to be liable
for the obligations of the extra-provincial corporation,
and
RSA 2000
(ii) the shareholders of the unlimited liability corporation
become liable without limit for any liability, act or
default of the extra-provincial corporation that existed as
of the date shown on the certificate of continuance and
are liable without limit for any liability, act or default of
the unlimited liability corporation on and from the date
shown on the certificate of continuance,
(d) an existing cause of action, claim or liability to prosecu tion
of the extra-provincial corporation includes the unlimited
liability corporation and the shareholders of the unlimited
liability corporation,
(e) a civil, criminal or admin istrative action or proceeding
pending by or against the extra-provincial corporation may
continue to be prosecuted by or against the unlimited
liability corporation or the shareholders of the unlimited
liability corporation,
(f) a conviction against, or ruling, order or judgment in favo ur
of or against, the extra-provincial corporation may be
enforced against or by the unlimited liability corporation or
the shareholders of the unlimited liability corporation.
(2) When an extra-provincial corporation that was incorporated as
an unlimited liability corporation is continued as a limited
corporation,
(a) the shareholders of the extr a-provincial corporation as it
existed prior to the date shown on the certificate of
continuance continue to be liable without limit for any
liability, act or default of the extra-provincial corporation
that existed as of the date shown on the certificate of
continuance,
(b) an existing cause of action, claim or liability to prosecu tion
is unaffected,
(c) a civil, criminal or administrative action pending by or
against the extra-provincial corporation may continue to be
prosecuted by or against the shareholders of the
extra-provincial corporation as it existed prior to the date
shown on the certificate of continuance or by or against the
limited corporation, and
(d) a conviction against, or ruling, order or judgment in favo ur
of or against, the unlimited liability corporation may be
enforced against or by the shareholders of the
extra-provincial corporation as it existed prior to the date
RSA 2000
shown on the certificate of continuance or against or by the
limited corporation.
(3) Section 188(2) to (6) and (8) to (12) apply to an application
under this section.
2005 c8 s9