CPA · Business Corporations Act
Part 5 — Corporate Finance
27 Issue of shares
shareholder agreement and to section 30, shares may be issued at
RSA 2000
the times and to the persons and for the consideration that the
directors determine.
(2) Shares issued by a corporation are non-assessable and the
holders are not liable to the corporation or to its creditors in respect
of those shares.
(3) A share shall not be issued until the consideration for the share
is fully paid in money or in property or past service that is not less
in value than the fair equivalent of the money that the corporation
would have received if the share had been issued for money.
(4) In determining whether property or past service is the fair
equivalent of a money consideration, the directors may take into
account reasonable charges and expenses of organization and
reorganization and payments for property and past services
reasonably expected to benefit the corporation.
(5) For the purposes of this section, "property" does not include a
promissory note or promise to pay given by a person buying a
share or a person who deals not at arm's length, within the meaning
of that expression in the Income Tax Act (Canada), with a person
buying a share.
RSA 2000 cB-9 s27;2005 c8 s11
December 2023
trusts
beneficial interest, defined, 1(g)
beneficial ownership, defined, 1(h)
take-over bids, 205
ULC (unlimited liability
corporation). See unlimited
liability corporations
unanimous shareholder agreements.
See shareholders
unlimited liability corporations,
15.1-15.9
actions
amalgamation of limited with
unlimited, 15.6(2)(b-c)
continuance, extra-provincial
limited corporation,
15.5(2)(c-d)
continuance, extra-provincial
unlimited corporation,
15.5(1)(d-e)
continuation of actions after
dissolution, 15.7
conversion of limited to unlimited,
15.6(3)(b-c)
conversion of unlimited to limited,
15.6(1)(b-c)
time limit, 15.2
amalgamation
conversion from limited to
unlimited, 15.6(2)
conversion from unlimited to
limited, 15.6(1)-(2)
statement of liability, 15.3
amendment
conversion from limited to
unlimited, 15.6(3)
conversion from unlimited to
limited, 15.6(1)
statement of liability, 15.3,
173(1)(m.1)
application
certificate of continuance, extra-
provincial corporations,
15.5(3)
application of Act to, 1.1
articles of incorporation
statement of liability, 15.3,
173(1)(m.1)
continuance
application for certificate of
continuance, 15.5(3)
statement of liability, 15.3
conversion
amalgamation, limited to
unlimited, 15.6(2)
amalgamation, unlimited to
limited, 15.6(1)
amendment, limited to unlimited,
15.6(3)
amendment, unlimited to limited,
15.6(1)
statement of liability, 15.3
unlimited to limited liability, 15.6
convictions
continuance, extra-provincial
limited corporation,
15.5(2)(d)
continuance, extra-provincial
unlimited corporation,
15.5(1)(f)
conversion from limited to
unlimited, 15.6(3)(d)
conversion from unlimited to
limited, 15.6(1)(d)
definitions
contact information, 1(k.1)
unlimited liability corporations,
1(kk)
dissolution
continuation of actions after
dissolution, 15.7
unlimited liability corporations,
continuation of actions after,
15.7
extra-provincial corporations
continuance as limited
corporation, 15.5(2)
continuance as unlimited
corporation, 15.5(1)
limited corporation, defined, 15.1
names and contact information of
unlisted shareholders, 15.8
names of unlimited corporations,
15.4