SS · Business Corporations Act
Part 1 — Interpretation and Application
3 Distribution to the public
(a) issued on a conversion of other securities, or
(b) issued in exchange for other securities
are deemed to be securities that are part of a distribution to the
public if those other securities were part of a distribution to the
public.
(2) Subject to subsection (3), for the purposes of this Act, a
security of a body corporate
(a) is part of a distribution to the public if, in respect of the
security, there has been a filing of a prospectus, statement of
material facts, registration statement, securities exchange
take-over bid circular or similar document under the laws of
Canada, a province or territory of Canada or a jurisdiction
outside Canada, or
(b) is deemed to be part of a d istribution to the public if the
security has been issued and a filing referred to in clause (a)
would be required if the security were being issued
currently.
(3) On the application of a corporation, the Commission may
determine that a security of the corporation is not or was not part of
a distribution to the public if it is satisfied that its determination
would not prejudice any security holder of the corporation.
1981 cB-15 s3;1988 c7 s3;1995 c28 s64
December 2023
shareholders' meetings
attendance, right to be heard,
notice, 168
notice, 134(1)-(1.1)
vacancies, filling, 165(2), 166
bankruptcy
directors, restrictions, 105(1)(d)
trustees, securities, 50(2)(c)
Bankruptcy & Insolvency Act
(Canada)
proposals, approval, application,
192(1)(b)
banks
accounts, receivers, duties, 100(c)
borrowing
business corporations, powers of,
103
burden of proof
business corporations, contracts for
purchase of shares,
enforceability, 41(2)
business, carrying on
business corporations, outside
Alberta, 16(2)
extra-provincial corporations, 277(1)
names, 10(1-2.1), 15.4
names, restrictions, 10(3), 10(10),
15.4(2)
receiver-managers, 94
business corporations. See also
unlimited liability corporations
actions
amalgamations, effects, 186(d)
certificates of amendment, effects,
179(2)
continuance outside Alberta,
189(9)(c-d)
contracts for share purchase,
enforceability, 41
costs, security for, 254
defined, 239(a)
dissolution after, 227
extra-provincial corporations,
continuance as, 188(7)(c-d)
extra-provincial corporations,
continuance as unlimited
liability corporations,
15.5(1)(d-e)
liquidators, 223(1)
representative, commencement,
240
unlimited liability corporations,
continuation of, after
dissolution, 15.7
affairs, defined, 1(a)
affiliated corporations
affiliates, deemed, 2(1)
defined, 230
investigations, 231
amalgamations [See amalgamations]
anniversary month, defined, 276(a)
annual returns, 268
arrangements
applications, 193
applications for approval, 193(3)-
(3.1)
court approval, binding effect,
193(13)
defined, 193(1)
issuance of certificates, 193(11)-
(12)
articles [See articles]
associates, defined, 1(e)(i-v)
auditors [See auditors]
bodies corporate
actions, security for costs, 254
affiliation, 2(1)
body corporate, defined, 1(i)
continuation
stated capital, deemed amount,
28(10)
stated capital accounts,
consideration, deposit,
authorization, 28(6), 28(8-
9)
controlled, 2(2)
dissolution, actions after, 227
dissolution of unlimited liability
corporations, continuation of
actions after, 15.7
holding body corporate, 2(3)
names, changes, directions, 12(2)
revivals, 208, 210, 247
subsidiaries, 2(4)