MHHS · Business Corporations Act
Part 5 — Corporate Finance
28 Stated capital accounts
account for each class and series of shares it issues.
(2) A corporation shall add to the appropriate stated capital
account the full amount of any consideration it receives for any
shares it issues.
RSA 2000
(3) Notwithstanding section 27(3) and subsection (2) of this
section, if a corporation issues shares
(a) in exchange for
(i) property, other than a promissory note or promise to pay,
or
(ii) issued shares of the corporation of a different class or
series,
o r
(b) pursuant to
(i) an amalgamation agreement referred to in section 182 or
187, or
(ii) an arrangement referred to in section 193(1)(b) or (c)
to shareholders of an amalgamating body corporate who
receive the shares in addition to or instead of securities of
the amalgamated body corporate,
the corporation may add the whole or any part of the amount of the
consideration it receives in the exchange to the stated capital
accounts maintained for the shares of the classes or series issued.
(4) On the issue of a share, a corporation shall not add to a stated
capital account in respect of the share it issues an amount greater
than the amount of the consideration it received for the share.
(5) If a corporation proposes to add any amount to a stated capital
account it maintains in respect of a class or series of shares and
(a) the amount to be added was not received by the corporation
as consideration for the issue of shares, and
(b) the corporation has issued a ny outstanding shares of more
than one class or series,
the addition to the stated capital account must be approved by
special resolution unless all the issued and outstanding shares are
shares of not more than 2 classes of convertible shares referred to
in section 39(5).
(6) When a body corporate is continued under this Act, it may add
to a stated capital account any consideration received by it for a
share it issued.
RSA 2000
(7) A corporation at any time may, subject to subsection (5), add to
a stated capital account any amount it credited to a retained
earnings or other surplus account.
(8) When a body corporate is continued under this Act, subsection
(2) does not apply to the consideration received by it before it was
so continued unless the share in respect of which the consideration
is received is issued after the corporation is so continued.
(9) When a body corporate is continued under this Act, any
amount unpaid in respect of a share issued by the body corporate
before it was so continued and paid after it was so continued must
be added to the stated capital account maintained for the shares of
that class or series.
(10) When a body corporate is continued under this Act, the stated
capital of each class and series of shares of the corporation
immediately following its continuance is deemed to equal the paid
up capital of each class and series of shares of the body corporate
immediately prior to its continuance.
(11) A corporation shall not reduce its stated capital or any stated
capital account except in the manner provided in this Act.
(12) Subsections (1) to (11) and any other provisions of this Act
relating to stated capital do not apply to an open-end mutual fund.
(13) In subsection (12), "open-end mutual fund" means a
corporation that makes a distribution to the public of its shares and
that carries on only the business of investing the consideration it
receives for the shares it issues, and all or substantially all of those
shares are redeemable on the demand of a shareholder.
1981 cB-15 s26;1983 c20 s5;1987 c15 s4
December 2023
regulations, 266(q)
shareholders' liability
amalgamation of limited with
unlimited, 15.6(2)(a)
continuance, extra-provincial
limited corporation,
15.5(2)(a)
continuance, extra-provincial
unlimited corporation,
15.5(1)(b-c)
conversion from unlimited to
limited, 15.6(1)
unlimited, joint and several, 15.2,
15.3, 15.9
warning on share certificate, 15.9
virtual meetings. See electronic
communications
voting by shareholders. See
shareholders
wages and salaries
directors' liability, 119
waivers
amendment of articles, 173(1)(b.1)
business interests, 16.1
directors' meetings, notice, 114(6)
documents or notices under Act, 258
regulations, 266(p.1)
shareholders
financial statements, 156(3),
159(3)
mandatory solicitation of proxies,
149
meetings, notice, 135
warranty
pre-incorporation contracts, 15(2)
witnesses
investigation hearings
competency and compellability,
232(1)(f), 235
rights, 234(2)
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