RTA · Business Corporations Act
Part 15 — Corporate Reorganization and Arrangements
193 Court-approved arrangements
to,
(a) an amendment to the articles of a corporation,
(b) an amalgamation of 2 or more corporations,
(c) an amalgamation of a body co rporate with a corporation that
results in an amalgamated corporation subject to this Act,
(d) a division of the busines s carried on by a corporation,
(e) a transfer of all or subs tantially all the property of a
corporation to another body corporate in exchange for
property, money or securities of the body corporate,
(f) an exchange of securities of a corporation held by securit y
holders for property, money or other securities of the
corporation or property, money or securities of another body
corporate that is not a take-over bid as defined in section
194,
(g) a liquidation and dissolution of a corporation,
(h) a compromise between a corporation and its creditors or an y
class of its creditors or between a corporation and the
holders of its shares or debt obligations or any class of those
holders, or
(i) any combination of the foregoing.
RSA 2000
(2) An application may be made to the Court by a corporation or a
security holder or creditor of a corporation for an order approving
an arrangement in respect of the corporation.
(3) If an arrangement can be effected under any other provision of
this Act, an application may not be made under this section unless
it is impracticable to effect the arrangement under that other
provision.
(3.1) An applicant for an order under this section shall give the
Registrar notice of the application and the Registrar is entitled to
appear and be heard in person or by counsel.
(4) In connection with an application under this section, the Court,
unless it dismisses the application, may make any interim or final
order it thinks fit including, without limiting the generality of the
foregoing, an order
(a) determining the notice to b e given to any interested person
or dispensing with notice to any person other than the
Registrar,
(b) requiring a corporation to call, hold and conduct a meetin g
of holders of securities or options or rights to acquire
securities in such manner as the Court directs,
(c) appointing counsel to represent, at the expense of the
corporation, the interests of the shareholders or any of them,
(d) permitting a shareholder to dissent under section 191, and
(e) approving an arrangement as proposed by the corporation or
as amended in any manner the Court may direct.
(4.1) After an order referred to in subsection (4) has been made,
the corporation shall send a copy of the order to the Registrar along
with, if applicable, articles of arrangement, articles of
amalgamation, a statement of intent to dissolve or any documents
required under sections 20 and 113.
(5), (6) Repealed 2021 c18 s48.
(7) If the Court makes an order under subsection (4)(b), the
holders of securities or options or rights to acquire securities
referred to in the order may make a resolution, and, if the resolution
is in writing and signed by all the persons entitled to vote on the
resolution,
(a) the meeting required by the order to be held need not be
held, and
RSA 2000
(b) the resolution is valid as if it had been passed at the me eting.
(8) Repealed 2014 c17 s57.
(9), (10) Repealed 2021 c18 s48.
(11) On filing any documents referred to in subsection (4.1), the
Registrar shall issue the appropriate certificate, if any, in
accordance with section 267.
(12) An arrangement becomes effective
(a) on the date shown in the c ertificate issued pursuant to
subsection (11), or
(b) if no certificate is requi red to be issued pursuant to
subsection (11), on the date the documents are filed.
(13) An arrangement as approved by the Court is binding on the
corporation and all other persons.
RSA 2000 cB-9 s193;2014 c17 s57;2021 c18 s48