MHHS · Business Corporations Act
Part 14 — Fundamental Changes
174 Constrained shares
special resolution amend its articles in accordance with the
regulations to constrain the issue or transfer of its shares
(a) to persons who are no t resident Canadians, or
(b) to enable the corporation or any of its affiliates to qualify
under any law of Canada or any province or territory of
Canada referred to in the regulations
(i) to obtain a licence to carry on any business,
(ii) to become a publisher of a Canadian newspaper or
periodical, or
(iii) to acquire shares of a fin ancial intermediary as defined
in the regulations.
(2) A corporation referred to in subsection (1) may by special
resolution amend its articles to remove any constraint on the issue
or transfer of its shares.
(3) The directors of a corporation may, if authorized by the
shareholders in the special resolution effecting an amendment
under subsection (1), revoke the resolution before it is acted on
without further approval of the shareholders.
(4) The Lieutenant Governor in Council may make regulations
with respect to a corporation that constrains the issue or transfer of
its shares prescribing
(a) the disclosure required of the constraints in documents
issued or published by the corporation,
(b) the duties and powers of the directors to refuse to issue or
register transfers of shares in accordance with the articles of
the corporation,
(c) the limitations on voting ri ghts of any shares held contrary
to the articles of the corporation,
(d) the powers of the directors to require disclosure of
beneficial ownership of shares of the corporation and the
right of the corporation and its directors, employees and
agents to rely on that disclosure and the effects of that
reliance, and
RSA 2000
(e) the rights of any person owning shares of the corporation at
the time of an amendment to its articles constraining share
issues or transfers.
(5) An issue or a transfer of a share or an act of a corporation is
valid notwithstanding any contravention of this section or the
regulations.
RSA 2000 cB-9 s174;2021 c18 s71