Part 2 — Provincial Companies Subpart 1 Status and Powers of Provincial Companies
249 Reduction of share capital
and its bylaws, a provincial company, by special resolution and
with the approval of the Minister, may reduce its share capital for
any purpose.
(2) Where a class or series of shares of a provincial company
would be affected by a reduction of share capital under subsection
(1) differently from how any other class or series of shares of the
company would be affected by such action, the holders of shares of
the differently affected class or series are entitled to vote separately
as a class or series, as the case may be, on the proposal to take the
action, whether or not the shares otherwise carry the right to vote.
(3) A provincial company must not reduce its share capital, other
than for the purpose of declaring it to be reduced by an amount that
is not represented by realizable assets, if there are reasonable
grounds for believing that
(a) the company is, or after the reduction would be, unable to
pay its liabilities as they become due, or
(b) the reduction would cause the company to be in
contravention of this Act or the regulations.
(4) A special resolution under this section must specify the capital
account or accounts from which the reduction of share capital
effected by the special resolution will be made.
(5) An application for the Minister's approval of a special
resolution must contain statements showing
(a) the number of the provinci al company's shares issued and
outstanding,
(b) the results of the voting by class of shares of the company,
(c) the company's assets and liabilities, and
(d) the reason why the company seeks the reduction of share
capital.
RSA 2000
(6) A shareholder, creditor or participating policyholder of a
provincial company may apply to the Court for an order compelling
another shareholder or another recipient
(a) to pay to the company an amount equal to any liability of
that other shareholder that was extinguished or reduced in
contravention of this section, or
(b) to pay or deliver to the company any money or property that
was paid or distributed to that other shareholder or recipient
as a consequence of a reduction of share capital made in
contravention of this section.
(7) A proceeding to enforce a liability imposed by this section
must not be commenced after 2 years from the date of the action
complained of.
(8) This section does not affect any liability that arises under
section 360.
1999 cI-5.1 s249