SS · Business Corporations Act
Part 14 — Fundamental Changes
188 Continuance of an extra-provincial corporation as an Alberta corporation
the laws of the jurisdiction in which it is incorporated, apply to the
Registrar for a certificate of continuance.
(2) The provisions of the articles of continuance of an
extra-provincial corporation may, without so stating, vary from the
provisions of the extra-provincial corporation's act of
incorporation, articles, letters patent or memorandum or articles of
association, if the variation is one which a corporation incorporated
under this Act could effect by way of amendment to its articles.
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(3) Articles of continuance in the form required by the Registrar
must be sent to the Registrar together with the documents required
by sections 12(3), 20 and 106.
(4) On receipt of articles of continuance and the documents
required by sections 12(3), 20 and 106, the Registrar shall issue a
certificate of continuance in accordance with section 267.
(5) On the date shown in the certificate of continuance
(a) the extra-provincial corporation becomes a corporation to
which this Act applies as if it had been incorporated under
this Act,
(b) the articles of continuance are deemed to be the articles of
incorporation of the continued corporation, and
(c) the certificate of continuanc e is deemed to be the certificate
of incorporation of the continued corporation.
(6) The Registrar shall forthwith send a copy of the certificate of
continuance to the appropriate official or public body in the
jurisdiction in which continuance under this Act was authorized.
(7) When an extra-provincial corporation is continued as a
corporation under this Act,
(a) the property of the extra-provincial corporation continues to
be the property of the corporation,
(b) the corporation continues to be liable for the obligations of
the extra-provincial corporation,
(c) an existing cause of action, claim or liability to prosecu tion
is unaffected,
(d) a civil, criminal or admin istrative action or proceeding
pending by or against the extra-provincial corporation may
be continued to be prosecuted by or against the corporation,
and
(e) a conviction against, or ruling, order or judgment in favo ur
of or against, the extra-provincial corporation may be
enforced by or against the corporation.
(8) A share of an extra-provincial corporation issued before the
extra-provincial corporation was continued under this Act is
deemed to have been issued in compliance with this Act and with
the provisions of the articles of continuance irrespective of whether
the share is fully paid and irrespective of any designation, rights,
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privileges, restrictions or conditions set out on or referred to in the
certificate representing the share, and continuance under this
section does not deprive a holder of any right or privilege that the
holder claims under, or relieve the holder of any liability in respect
of, an issued share.
(9) Repealed 2021 c18 s46.
(10) For the purposes of subsection (8), "share" includes an
instrument referred to in section 31(1), a share warrant or a like
instrument.
(11) If the Registrar determines on the application of an
extra-provincial corporation that it is not practicable to change a
reference to the nominal or par value of shares of a class or series
that it was authorized to issue before it was continued under this
Act, the Registrar may, notwithstanding section 26(1), permit the
extra-provincial corporation to continue to refer in its articles to
those shares, whether issued or unissued, as shares having a
nominal or par value.
(12) A corporation shall set out in its articles the maximum
number of shares of a class or series referred to in subsection (11)
and may not amend its articles to increase that maximum number
of shares or to change the nominal or par value of those shares.
RSA 2000 cB-9 s188;2006 cS-4.5 s106;2021 c18 s46