SS · Business Corporations Act
Part 5 — Corporate Finance
39 Adjustment of stated capital account
corporation under section 34, 35, 36, 46, 191 or 242(3)(g) of shares
or fractions of shares issued by it, the corporation shall deduct from
the stated capital account maintained for the class or series of
shares purchased, redeemed or otherwise acquired an amount equal
to the result obtained by multiplying the stated capital of the shares
of that class or series by the number of shares or fractions of shares
of that class or series purchased, redeemed or otherwise acquired,
divided by the number of issued shares of that class or series
immediately before the purchase, redemption or other acquisition.
(2) A corporation shall deduct the amount of a payment made by
the corporation to a shareholder under section 242(3)(h) from the
stated capital account maintained for the class or series of shares in
respect of which the payment was made.
(3) A corporation shall adjust its stated capital account or accounts
in accordance with a special resolution referred to in section 38(2).
RSA 2000
(4) On a conversion or a change under section 173, 192, 193 or
242 of issued shares of a corporation into shares of another class or
series, the corporation shall
(a) deduct from the stated ca pital account maintained for the
class or series of shares converted or changed an amount
equal to the result obtained by multiplying the stated capital
of the shares of that class or series by the number of shares
of that class or series converted or changed, divided by the
number of issued shares of that class or series immediately
before the conversion or change, and
(b) add the result obtained und er clause (a) and any additional
consideration pursuant to the conversion or change to the
stated capital account maintained or to be maintained for the
class or series of shares into which the shares have been
converted or changed.
(5) For the purposes of subsection (4) and subject to its articles, if
a corporation issues 2 classes of shares and there is attached to each
class a right to convert a share of the one class into a share of the
other class and a share of one class is converted into a share of the
other class, the amount of stated capital attributable to a share in
either class is the aggregate of the stated capital of both classes
divided by the number of issued shares of both classes immediately
before the conversion.
(6) Shares or fractions of shares issued by a corporation and
purchased, redeemed or otherwise acquired by it shall either be
cancelled or restored to the status of authorized but unissued
shares.
(7) For the purposes of this section, a corporation holding shares in
itself as permitted by section 33(1) and (2) is deemed not to have
purchased, redeemed or otherwise acquired those shares.
(8) Shares issued by a corporation and converted pursuant to their
terms or changed under section 173, 192, 193 or 242 into shares of
another class or series shall become issued shares of the class or
series of shares into which the shares have been converted or
changed.
(9) If issued shares of a class or series have become, pursuant to
subsection (8), issued shares of another class or series, the number
of unissued shares of the first-mentioned class or series must,
unless the articles of amendment or reorganization otherwise
provide, be increased by the number of shares that, pursuant to
subsection (8), became shares of another class or series.
1981 cB-15 s37
RSA 2000