MHHS · Business Corporations Act
Part 5 — Corporate Finance
35 Alternative acquisition by corporation of its own shares
subsection (3) and to its articles, purchase or otherwise acquire
shares issued by it to
RSA 2000
(a) settle or compromise a debt or claim asserted by or agains t
the corporation,
(b) eliminate fractional shares, or
(c) fulfil the terms of a non -assignable agreement under which
the corporation has an option or is obliged to purchase
shares owned by a director, an officer or an employee of the
corporation.
(2) Notwithstanding section 34(2), a corporation may purchase or
otherwise acquire shares issued by it to
(a) satisfy the claim of a shareholder who dissents under sect ion
191, or
(b) comply with an order under section 242.
(3) A corporation shall not make any payment to purchase or
acquire under subsection (1) shares issued by it if there are
reasonable grounds for believing that
(a) the corporation is, or would after the payment be, unable to
pay its liabilities as they become due, or
(b) the realizable value of the corporation's assets would after
the payment be less than the aggregate of its liabilities and
the amounts required for payment on a redemption or in a
liquidation of all shares the holders of which have the right
to be paid prior to the holders of the shares to be purchased
or acquired.
(4) For the purposes of this section and sections 36(2), 38(3), 43,
185(2)(a) and 191(20), "liabilities" does not include the stated
capital amount attributed to, or the amount payable on
redemption or in liquidation in respect of, any shares of the
corporation.
RSA 2000 cB-9 s35;2005 c8 s16