RTA · Business Corporations Act
Part 1 — Interpretation and Application
2 Relationship of corporations
(a) one body corporate is aff iliated with another body corporate
if one of them is the subsidiary of the other or both are
subsidiaries of the same body corporate or each of them is
controlled by the same person, and
(b) if 2 bodies corp orate are affiliated with the same body
corporate at the same time, they are deemed to be affiliated
with each other.
(2) For the purposes of this Act, a body corporate is controlled by
a person if
(a) securities of the body corp orate to which are attached more
than 50% of the votes that may be cast to elect directors of
the body corporate are held, other than by way of security
only, by or for the benefit of that person, and
(b) the votes attached to thos e securities are sufficient, if
exercised, to elect a majority of the directors of the body
corporate.
(3) For the purposes of this Act, a body corporate is the holding
body corporate of another if that other body corporate is its
subsidiary.
(4) For the purposes of this Act, a body corporate is a subsidiary of
another body corporate if
(a) it is controlled by
(i) that other,
(ii) that other and one or mo re bodies corporate, each of
which is controlled by that other, or
(iii) 2 or more bodies corporate , each of which is controlled
by that other,
o r
RSA 2000
(b) it is a subsidiary of a body corporate that is that other' s
subsidiary.
1981 cB-15 s2
December 2023
shareholder approval, 183
subsidiaries, 184
termination, time, 183(6)
time effective, 186(a)
unlimited liability corporations, 15.3
annual meetings. See shareholders'
meetings
appeals
bodies corporate, security for costs,
250
name changes, 13(3)
appraisers
take-over bids, appointment, 203
articles
amendment
constrained shares, 174
court orders, restrictions, 242(5-6)
delivery, 177
orders for reorganization, scope,
192(2)
proposals, 175
scope, 173
shares, series, 29(5-6)
unlimited liability corporations,
15.3, 173(1)(m.1)
cumulative voting, 107
defined, 1(d)
directors, election, provisions,
106(9)
directors, vacancies, 111
of dissolution, 212(13-14)
errors in, 270
filing, 267
of incorporation
acts contrary to, effects, 17(3)
articles of amalgamation deemed,
186(g)
articles of continuance deemed,
188(5)(b)
bylaws, 6(2)
classes of shares, provisions,
26(4-6)
contents, 6
errors in, 270
name changes, certificates of
amendment, effects, 14
professional corporations,
approval, 7(2)
restated articles of incorporation,
180
unlimited liability corporations,
15.3, 173(1)(m.1)
voting requirements, application
of Act, 6(3-4)
waiver of business interests, 16.1
liens on shares for debts, 46
Registrar
articles of amalgamation, 185
articles of amendment, 177
articles of incorporation, 7
articles of incorporation, restated,
180
filing, 267
refusal to file, 246
of reorganization, 192
shares, amendments, 176
unlimited liability corporations, 15.3
assets
liquidation and dissolution, statutory
declarations, 212(14)
audio and video communications.
See electronic communications
audit committees. See reporting
issuers
auditors
appointment
by court, 167
remuneration, term of office, 162
statements from prior auditors,
168(7-8)
defined, 1(f)
dispensation, 163
duties, 169
elections or appointments, review,
applications, 144
eligibility, restrictions, 161
good faith provisions, 170(3)
office, holding, cessation, 164
proxy solicitations, 150(1-2)
records and information, access,
rights, 170
reliance on other auditors' reports,
169
removals or resignations, 165, 168
reports, privilege, 172
resignation, time effective, 164(2)