CPA · Business Corporations Act
Part 14 — Fundamental Changes
189 Continuance of an Alberta corporation into another jurisdiction
(a) it is authorized by the sha reholders in accordance with this
section, and
(b) the Registrar approves the proposed continuance in another
jurisdiction on being satisfied that the continuance will not
adversely affect creditors or shareholders of the corporation,
apply to the appropriate official or public body of another
jurisdiction requesting that the corporation be continued as if it had
been incorporated under the laws of that other jurisdiction.
(2) A notice of a meeting of shareholders that complies with
section 134 and states that a dissenting shareholder is entitled to be
paid the fair value of the shareholder's shares in accordance with
section 191 shall be sent in accordance with section 134 to each
shareholder, but failure to include that statement does not invalidate
a discontinuance under this Act.
RSA 2000
(3) Each share of the corporation carries the right to vote in respect
of a continuance whether or not it otherwise carries the right to
vote.
(4) An application for continuance becomes authorized when the
shareholders voting on it have approved of the continuance by a
special resolution.
(5) The directors of a corporation may, if authorized by the
shareholders at the time of approving an application for
continuance under this section, abandon the application without
further approval of the shareholders.
(6) On receipt of notice satisfactory to the Registrar that the
corporation has met the requirements of subsection (1) and that the
corporation has been continued under the laws of another
jurisdiction, the Registrar shall file the notice and issue a certificate
of discontinuance.
(7) Section 267 applies with the necessary changes to the notice
filed under subsection (6) as though the notice were articles that
conform to law.
(8) On the date shown in the certificate of discontinuance, the
corporation becomes an extra-provincial corporation as if it had
been incorporated under the laws of the other jurisdiction.
(9) A corporation shall not be continued as a body corporate under
the laws of another jurisdiction unless those laws provide in effect
that
(a) the property of the corporation continues to be the proper ty
of the body corporate,
(b) the body corporate continue s to be liable for the obligations
of the corporation,
(c) an existing cause of action, claim or liability to prosecu tion
is unaffected,
(d) a civil, criminal or admin istrative action or proceeding
pending by or against the corporation may be continued to
be prosecuted by or against the body corporate, and
(e) a conviction against, or ruling, order or judgment in favo ur
of or against the corporation may be enforced by or against
the body corporate.
RSA 2000 cB-9 s189;2021 c18 s47
RSA 2000