(1) For the purposes of this Act,

(2) For the purposes of this Act, a body corporate is controlled by a person or by two or more bodies corporate if

(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

(1) For the purposes of this Act, securities of a corporation

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

(3) On the application of a corporation, the Registrar may determine that a security of the corporation is not or was not part of a distribution to the public if the Registrar is satisfied that his or her determination would not prejudice any security holder of the corporation.

(1) Articles of incorporation shall be in the prescribed form and shall set out, in respect of the proposed corporation,

(2) The articles may set out any provision permitted by this Act or by law to be set out in the bylaws of the corporation.

(3) Subject to subsection (4), if the articles or a unanimous shareholder agreement require a greater number of votes of directors or shareholders than that required by the Act to effect any action, the provisions of the articles or of the unanimous shareholder agreement prevail.

(4) The articles may not require a greater number of votes of shareholders to remove a director than the number required by section 110. SNWT 2009,c.12, s.1(2).

(1) A corporation comes into existence on the date shown in the certificate of incorporation.

(2) A certificate of incorporation is conclusive proof for the purposes of this Act and for all other purposes

(1) Subject to the regulations, the word "Limited", "Limitée", "Incorporated", "Incorporée", "Corporation" or "Société" or the abbreviation "Ltd.", "Ltée", "Inc." or "Corp." must be the last word of the name of every corporation, but a corporation may use and may be legally designated by either the full or the corresponding abbreviated form.

(2) No person other than a body corporate shall carry on business within the Northwest Territories under any name or title that contains the word "Limited", "Limitée", "Incorporated", "Incorporée", "Corporation" or "Société" or the abbreviation "Ltd.", "Ltée", "Inc." or "Corp.".

(3) A person carrying on business in contravention of subsection (2) is guilty of an offence and liable on summary conviction to a fine not exceeding $10,000.

(4) A corporation may set out its name in its articles in an English form, a French form, an English form and a French form or in a combined English and French form, and the corporation may use and may be legally designated by any of those forms.

(5) A corporation may, in accordance with the regulations, set out its name in the articles in a form that includes words in a language other than English or French.

(6) A corporation may, outside Canada, use and be legally designated by a name in any language.

(7) A corporation shall set out its name in legible characters in or on all contracts, invoices, negotiable instruments and orders for goods or services, issued or made by or on behalf of the corporation.

(8) Subject to subsection (7) and subsection 12(1), a corporation may carry on business under or identify itself by a name other than its corporate name if that other name does not contain, other than in a figurative or descriptive sense, either the word or expression "Limited", "Limiteé", "Incorporated", "Incorporée", "Corporation", "Société" or the corresponding abbreviation. SNWT 1998,c.5, s.4(2),(3); SNWT 2009,c.12,s.1(3); SNWT 2015, c.7,s.37.

(1) If requested to do so by the incorporators, by a corporation or by an extra-territorial corporation about to continue as a corporation pursuant to section 190, the Registrar shall assign to the corporation as its name a designated number determined by the Registrar together with such other words and abbreviations as the Registrar may require.

(2) The Registrar may, on request, reserve for 90 days a name for

(3) The Registrar may, at the request of the person who requested the reservation of a name,

(1) Subject to the circumstances and conditions prescribed by the regulations, a corporation shall not be incorporated with, have, carry on business under or identify itself by a name

(2) Subsection (1) applies to

(3) Where a corporation acquires a name as a result of a person undertaking to dissolve or to change its name and the undertaking is not carried out within the time specified, the Registrar may, by notice in writing, giving his or her reasons, direct the corporation to change its name in accordance with section 13.

(4) A corporation shall send to the Registrar the prescribed documents relating to its corporate name. SNWT 1998,c.5,s.4(4).

(1) Where, through inadvertence or otherwise, a corporation comes into existence with or acquires a name that contravenes section 10 or 12, the Registrar may, by notice in writing giving his or her reasons, direct the corporation to change its name to a name that the Registrar approves within 60 days after the date of the notice.

(2) The Registrar may give a notice under subsection (1) on his or her own initiative or at the request of a person aggrieved by the name that contravenes section 10 or 12, as the case may be.

(3) Where a corporation

the Registrar may change the name of the corporation to a name approved by the Registrar or assign a number designated in accordance with subsection 11(1), together with such other words and abbreviations as the Registrar may require.

(4) When a corporation has had its name changed under subsection (3),

SNWT 1998,c.24,s.2(2).

(1) Subject to this section, a person who enters into or purports to enter into a written contract in the name of or on behalf of a corporation before it comes into existence is personally bound by the contract and is entitled to the benefits of the contract.

(2) Within a reasonable time after it comes into existence a corporation may, by any action or conduct signifying its intention to be bound, adopt a written contract made in its name or on its behalf before the corporation came into existence, and on the adoption

(3) Subject to subsection (4), whether or not a written contract made before the coming into existence of a corporation is adopted by the corporation, a party to the contract may apply to the Court for an order

and on the application the Court may make any order it considers fit.

(4) If expressly so provided in the written contract, a person who purports to act in the name of or on behalf of the corporation before it comes into existence is not in any event bound by the contract or entitled to the benefits of the contract.

(1) A corporation has the capacity and, subject to this Act and the Northwest Territories Act (Canada), the rights, powers and privileges of a natural person.

(2) A corporation has the capacity to carry on its business, conduct its affairs and exercise its powers in any jurisdiction outside the Northwest Territories to the extent that the laws of that jurisdiction permit. SNWT 2014,c.10,s.3(2).

(1) It is not necessary for a bylaw to be passed in order to confer any particular power on the corporation or its directors.

(2) A corporation shall not

(3) No corporation has the capacity nor the power under this Act

(4) No act of a corporation, including any transfer of property to or by a corporation, is invalid by reason only that the act or transfer is contrary to its articles or this Act. SNWT 2009,c.12,s.1(2).

(1) A corporation shall at all times have a registered office at the place within the Northwest Territories specified in its articles.

(2) A notice of

shall be sent to the Registrar in the prescribed form together with the articles of incorporation and any articles that change the place of those offices or that change the post office box.

(3) The directors of the corporation may

(4) A post office box designated as the corporation’s address for service by mail shall not be designated as the corporation’s records office or registered office.

(5) A corporation shall send to the Registrar, within 15 days after any change under subsection (3), a notice of that change in the prescribed form, and the Registrar shall file it.

(6) The corporation shall ensure that its registered office and its records office are

(7) Unless the directors designate a separate records office, the registered office of a corporation is also its records office.

(1) Where the registered office of a corporation is situated at an address where the corporation does not carry on business, a person at the address may, if the person no longer desires to allow his or her address to be used as the address of the registered office of the corporation, send a notice to that effect to the Registrar and, on or before the day the notice is sent, send a copy of the notice to the corporation by registered mail.

(2) On the expiry of 30 days after a notice referred to in subsection (1) is sent to the Registrar, the address of the person that sent the notice ceases to be the address of the registered office of the corporation referred to in the notice.

(3) A corporation that receives a notice under subsection (1) shall send a notice to the Registrar indicating a new address for the registered office of the corporation in sufficient time that the Registrar receives it before the address of the person that filed the notice ceases to be the address of the registered office of the corporation.

(1) A corporation shall prepare and maintain at its records office records containing

(2) In addition to the records described in subsection (1), a corporation shall prepare and maintain adequate accounting records and records containing minutes of meetings and resolutions of the directors and any committee of the directors.

(3) Notwithstanding subsection (1), a central securities register of a distributing corporation may be maintained in Canada at an office of a corporation’s agent referred to in subsection 50(2), and a branch securities register may be kept at any place in or out of the Northwest Territories designated by the directors.

(4) If a central securities register is maintained under subsection (3) at a place other than the records office, the corporation shall maintain at its records office a record containing the names and addresses of all agents and offices at which those registers are maintained and descriptions of all those registers.

(5) A corporation that

complies with paragraph (1)(d).

(6) For the purposes of paragraph (1)(b) and subsection (2), where a body corporate is continued under this Act, "records" includes similar records required by law to be maintained by the body corporate before it was so continued.

(7) The records described in subsection (2) shall be kept at the records office of the corporation or at any other place the directors consider appropriate and shall at all reasonable times be open to examination by the directors.

(8) Where accounting records of a corporation are kept at a place outside the Northwest Territories, such accounting records as are sufficient to enable the directors to ascertain the financial position of the corporation with reasonable accuracy on a quarterly basis shall be

(9) Subject to any other Act that provides for a longer retention period, a corporation shall retain the accounting records of the corporation for a period of six years after the end of the financial year to which the records relate.

(10) A corporation that fails to comply with this section without reasonable cause is guilty of an offence and liable on summary conviction to a fine not exceeding $10,000. SNWT 2009,c.12,s.1(2).

(1) The directors and shareholders of a corporation and their agents and legal representatives may, without charge,

(2) A corporation may require a shareholder to pay a reasonable fee for a copy of the records referred to in paragraphs 21(1)(b), (d) and (f).

(3) Creditors of a corporation and their agents and legal representatives may, on payment of a reasonable fee,

(4) Any person may, on payment of a reasonable fee,

(5) Where a corporation is a distributing corporation, any person may, on payment of a reasonable fee and on sending to the corporation the statutory declaration referred to in subsection (6), require the corporation to provide within 10 days after the receipt of the fee and the statutory declaration, a list made current to a date not more than 10 days before the date of receipt of the fee and the statutory declaration, setting out the names and addresses of the shareholders of the corporation and the number of shares owned by each shareholder, as shown on the records of the corporation.

(6) The statutory declaration required under subsection (5) shall state

(7) Where the applicant is a body corporate, the statutory declaration shall be made by a director or officer of the body corporate.

(8) A person requiring a corporation to supply a list under subsection (5) may, on payment of a reasonable fee, require the corporation to provide supplemental lists setting out any changes to the information provided in the list for each business day following the date the list is made current to, if the person states in the statutory declaration referred to in subsection (6) that he or she requires supplemental lists.

(9) The corporation shall provide a supplemental list required under subsection (8)

(10) A person requiring a corporation to supply a list under subsection (5) or a supplemental list may also require the corporation to include in the list the name and address of any known holder of an option or right to acquire shares in the corporation.

(11) Information contained in the records referred to in subsection 21(1) and a list of shareholders obtained under this section shall not be used by any person except in connection with

(12) A person who contravenes this section without reasonable cause is guilty of an offence and is liable on summary conviction to a fine not exceeding $10,000 or to imprisonment for a term not exceeding six months or to both. SNWT 1998,c.24,s.2(3); SNWT 2014,c.31,s.2(2),(4).

(1) All registers and other records required by this Act to be prepared and maintained may be in a bound or loose-leaf form or in a photographic film form, or may be entered or recorded by any system of mechanical or electronic data processing or any other information storage device that is capable of reproducing required information in legible written form within a reasonable time.

(2) If a person is entitled to examine any register or record that is maintained by a corporation in a form other than a written form and makes a request of the corporation to do so, the corporation shall

(3) A corporation and its agents shall take reasonable precautions to

the registers and other records required by this Act to be prepared and maintained.

(4) A person who contravenes this section without reasonable cause is guilty of an offence and is liable on summary conviction to a fine not exceeding $10,000 or to imprisonment for a term not exceeding six months or both.

(1) A corporation may adopt a corporate seal.

(2) Where a corporation adopts a corporate seal, the seal must contain the name of the corporation.

(3) A corporation may adopt a facsimile of its corporate seal for use in any jurisdiction outside the Northwest Territories if the use of a facsimile seal is permitted by the law of that jurisdiction.

(4) A document executed on behalf of a corporation by a director, an officer or an agent of the corporation is not invalid merely because a corporate seal is not affixed to the document.

(5) Share certificates of a corporation may be issued under its corporate seal or a facsimile of that corporate seal.

(6) A document requiring authentication by a corporation may be signed by a director or the secretary or by another authorized officer of the corporation and need not be under a corporate seal.

(1) Shares of a corporation shall be in registered form and shall be without nominal or par value.

(2) Where a body corporate is continued under this Act, a share with nominal or par value issued by the body corporate before it was so continued is, for the purpose of subsection (1), deemed to be a share without nominal or par value.

(3) Where a corporation has only one class of shares, the rights of the holders of those shares are equal in all respects and include the right

(4) The articles may provide for more than one class of shares and, where they so provide,

(5) Subject to section 29, where a corporation has more than one class of shares, the rights of the holders of the shares of any class are equal in all respects.

(1) Subject to the regulations, the articles may constrain

(2) Paragraph (1)(c) does not permit a constraint on the issue, transfer or ownership of shares of any class or series of which any shares are outstanding unless,

are already subject to a constraint permitted under that paragraph.

(3) The Commissioner in Executive Council may, in relation to a corporation that constrains the issue or transfer of its shares, make regulations respecting

(4) An issue or a transfer of a share or an act of a corporation is valid notwithstanding any contravention of this section or the regulations. SNWT 2010, c.16,s.5; SNWT 2010,c.16,Sch.A,s.5(2).

(1) For the purposes of this section, "property" does not include a promissory note or a promise to pay.

(2) Subject to section 30 and to the articles, the bylaws and any unanimous shareholder agreement, shares may be issued at such times and to such persons and for such consideration as the directors determine.

(3) Shares issued by a corporation are non-assessable and the holders are not liable to the corporation or to its creditors in respect of those shares.

(4) A share shall not be issued until the consideration for the share is fully paid in money or in property or past services that are not less in value than the fair equivalent of the money that the corporation would have received if the share had been issued for money.

(5) In determining whether property or past services are the fair equivalent of a money consideration, the directors may take into account reasonable charges and expenses of organization and reorganization and payments for property and past services reasonably expected to benefit the corporation.

(6) A corporation may, by special resolution, change the shares of any class or series, whether issued or unissued, into a different number of shares of the same class or series.

(7) Section 178 applies, with any necessary modification, to a special resolution referred to in subsection (6) as if the special resolution were a proposal to amend the articles. SNWT 2009,c.12, s.1(2),(4).

(1) A corporation shall maintain a separate stated capital account for each class and series of shares it issues.

(2) A corporation shall add to the appropriate stated capital account the full amount of any consideration it receives for any shares it issues.

(3) Notwithstanding subsection (2), where a corporation issues shares

the corporation may add to the stated capital accounts maintained for the share or the classes or series issued the whole or any portion of the amount of the consideration it receives in exchange.

(4) Where a body corporate is continued under this Act, it may add to a stated capital account any consideration received by it for a share it has issued.

(5) Subject to subsection (6), a corporation may at any time add to a stated capital account any amount it credited to a retained earnings account or to another surplus account.

(6) Where a corporation proposes to add any amount to a stated capital account it maintains in respect of a class or series of shares and

the addition to the stated capital account must be approved by special resolution unless all the issued and outstanding shares are shares of not more than two classes of convertible shares referred to in subsection 41(5).

(7) Where a body corporate is continued under this Act, subsection (2) does not apply to the consideration received by it before it was so continued unless the share in respect of which the consideration is received is issued after the corporation is so continued.

(8) Where a body corporate is continued under this Act, any amount unpaid in respect of a share issued by the body corporate before it was so continued and paid after it was so continued shall be added to the stated capital account maintained for the shares of that class or series.

(9) Where a body corporate is continued under this Act, the stated capital of each class and series of shares of the corporation immediately following its continuance is deemed to equal the paid up capital of each class and series of shares of the body corporate immediately prior to its continuance.

(10) A corporation shall not reduce its stated capital or any stated capital account except in the manner provided in this Act.

(11) Subsections (1) to (10) and any other provisions of this Act relating to stated capital do not apply to an open-end mutual fund.

(12) In subsection (11), "open-end mutual fund" means a corporation that makes a distribution to the public of its shares and that carries on only the business of investing the consideration it receives for the shares it issues, and all or substantially all of those shares are redeemable on the demand of a shareholder.

(1) The articles may authorize the issue of any class of shares in one or more series and may fix or authorize the directors to fix the number of shares in each series and may determine or authorize the directors to determine the designation, rights, privileges, restrictions and conditions attaching to the shares of each series, subject to the limitations set out in the articles.

(2) If any cumulative dividends or amounts payable on return of capital in respect of a series of shares are not paid in full, the shares of all series of the same class participate rateably in respect of accumulated dividends and return of capital.

(3) No rights, privileges, restrictions or conditions attached to a series of shares authorized under this section shall confer on a series

(4) Subsection (3) does not apply to a right or privilege to exchange a share or shares for, or to convert a share or shares into, a share or shares of another class.

(5) Where the articles do not designate series of shares, the directors shall, before the issue of shares of a series authorized under this section, send to the Registrar articles of amendment in the prescribed form to designate a series of shares.

(6) On receipt of articles of amendment designating a series of shares, the Registrar shall issue a certificate of amendment in accordance with section 268.

(7) The articles of the corporation are amended accordingly on the date shown in the certificate of amendment.

(1) If the articles or a unanimous shareholder agreement so provide, no shares of a class shall be issued unless the shares have first been offered to the shareholders holding shares of that class, and those shareholders have a pre-emptive right to acquire the offered shares in proportion to their holdings of the shares of that class, at the same price and on the same terms as those shares are to be offered to others.

(2) Notwithstanding that the articles provide the pre-emptive right referred to in subsection (1), shareholders have no pre-emptive right in respect of shares to be issued

(1) A corporation may issue certificates, warrants or other evidences of conversion privileges, options or rights to acquire securities of the corporation, and shall set out their conditions

(2) Conversion privileges, options and rights to acquire securities of a corporation may be made transferable or non-transferable, and options and rights to acquire may be made separable or inseparable from any securities to which they are attached.

(3) Where a corporation has granted privileges to convert any securities issued by the corporation into shares, or into shares of another class or series, or has issued or granted options or rights to acquire shares, the corporation shall reserve and continue to reserve sufficient authorized shares to meet the exercise of those conversion privileges, options and rights.

(1) Subject to sections 33, 35, 37, 38 and 39, a corporation

(2) A corporation shall cause a subsidiary body corporate of the corporation that holds shares of the corporation contrary to subsection (1), to sell or otherwise dispose of those shares within five years from the date

(3) This section does not apply to shares acquired by a subsidiary body corporate before the commencement of this Act.

(1) A corporation may, in the capacity of a legal representative, hold shares in itself or in its holding body corporate unless it or the holding body corporate or a subsidiary of either of them has a beneficial interest in the shares.

(2) A corporation may hold shares in itself or in its holding body corporate by way of security for the purposes of a transaction entered into by it in the ordinary course of a business that includes the lending of money.

(1) Subject to subsection (2) and to its articles, a corporation may purchase or otherwise acquire shares issued by it.

(2) Except as provided in subsections 37(1) and (2) and subsection 38(1), a corporation shall not make any payment to purchase or otherwise acquire shares issued by it if there are reasonable grounds for believing that

(1) Subject to any unanimous shareholder agreement, a corporation that is not a distributing corporation shall, within 30 days after the purchase of any of its issued shares, notify its shareholders in accordance with section 256

(2) Subject to any unanimous shareholder agreement, a shareholder of a corporation other than a distributing corporation is entitled on request and without charge to a copy of the agreement between the corporation and any of its other shareholders under which the corporation has agreed to purchase, or has purchased, any of its own shares.

(1) A corporation may, subject to its articles, purchase or otherwise acquire shares issued by it to

(2) A corporation shall not make any payment to purchase or acquire under subsection (1) shares issued by it if there are reasonable grounds for believing that

(3) A corporation may purchase or otherwise acquire shares issued by it

(1) A corporation may, subject to its articles, purchase or redeem any redeemable shares issued by it at prices not exceeding the redemption price of those shares stated in the articles or calculated according to a formula stated in the articles.

(2) A corporation shall not make any payment to purchase or redeem under subsection (1) any redeemable shares issued by it if there are reasonable grounds for believing that

(1) A corporation may accept from any shareholder a share of the corporation

(2) The corporation may not extinguish or reduce a liability in respect of an amount unpaid on a share surrendered under paragraph (1)(a) except in accordance with section 40. SNWT 2008,c.10, s.183(3).

(1) Subject to subsection (3), a corporation may by special resolution reduce its stated capital for any purpose including, without limiting the generality of the foregoing, the purpose of

(2) A special resolution under this section shall specify the capital account or accounts from which the reduction of stated capital effected by the special resolution is to be deducted.

(3) A corporation shall not reduce its stated capital for any purpose, other than the purpose referred to in paragraph (1)(c), if there are reasonable grounds for believing that

(4) A creditor of a corporation is entitled to apply to the Court for an order compelling a shareholder or other recipient

(5) An action to enforce a liability imposed by this section may not be commenced after two years from the date of the action complained of.

(6) This section does not affect any liability that arises under section 119. SNWT 2009,c.12,s.1(4).

(1) On a purchase, redemption or other acquisition by a corporation under section 35, 37, 38, 47 or 193 or paragraph 243(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 of which the shares purchased, redeemed or otherwise acquired form a part, 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 paragraph 243(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 subsection 40(2).

(4) On a conversion of issued shares of a corporation into shares of another class or series or a change under section 176, 194 or 243, the corporation shall

(5) For the purposes of subsection (4) and subject to its articles, where a corporation issues two 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 of any class or series of shares issued by a corporation and purchased, redeemed or otherwise acquired by the corporation shall be cancelled or, if the articles limit the number of authorized shares, may be restored to the status of authorized but unissued shares of the class.

(7) For the purposes of this section, a corporation holding shares in itself as permitted by section 33 is deemed not to have purchased, redeemed or otherwise acquired those shares.

(8) Shares issued by a corporation and converted into shares of another class or series or changed under section 176, 194 or 243 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) Where 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 shall, 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.

(1) Debt obligations issued, pledged, hypothecated or deposited by a corporation are not redeemed by reason only that the indebtedness evidenced by the debt obligations or in respect of which the debt obligations are issued, pledged, hypothecated or deposited is repaid.

(2) Debt obligations issued by a corporation and purchased, redeemed or otherwise acquired by it may be cancelled or, subject to any applicable trust indenture or other agreement, may be reissued, pledged or hypothecated to secure any obligation of the corporation then existing or thereafter incurred, and any such acquisition and reissue, pledge or hypothecation is not a cancellation of the debt obligations.

(1) A contract with a corporation providing for the purchase of shares of the corporation is specifically enforceable against the corporation except to the extent that the corporation cannot perform the contract without being in breach of section 35, 37 or 38.

(2) In an action brought on a contract referred to in subsection (1), the corporation has the burden of proving that performance of the contract is prevented by section 35, 37 or 38.

(3) Until the corporation has fully performed a contract referred to in subsection (1), the other party to that contract retains the status of a claimant and is entitled to be paid as soon as the corporation is lawfully able to do so or, in a liquidation, to be ranked subordinate to the rights of creditors and to the rights of any class of shareholders whose rights were in priority to the rights given to the class of shares that he contracted to sell to the corporation, but in priority to the rights of the other shareholders.

(1) A corporation shall not declare or pay a dividend if there are reasonable grounds for believing that

(2) A corporation may pay a dividend by issuing fully paid shares of the corporation and, subject to subsection (1), a corporation may pay a dividend in money or property.

(3) If shares of a corporation are issued in payment of a dividend, the declared amount of the dividend stated as an amount of money shall be added to the stated capital account maintained for the shares of the class or series issued in payment of the dividend.

(1) Subject to subsection (2), a corporation or any corporation with which it is affiliated shall not, directly or indirectly, give financial assistance by means of a loan, guarantee or otherwise

where there are reasonable grounds for believing that

(2) A corporation may give financial assistance by means of a loan, guarantee or otherwise

(3) A contract made by a corporation in contravention of this section may be enforced by the corporation or by a lender for value in good faith without notice of the contravention.

(4) Unless disclosure is otherwise made by a corporation, a financial statement referred to in paragraph 157(1)(a) shall contain the following information with respect to each case in which financial assistance is given by the corporation by way of loan, guarantee or otherwise, to any of the persons referred to in paragraph (1)(a) or (b), if the financial assistance was given during the financial year or period to which the statement relates or remains outstanding at the end of that financial year or period:

(5) A corporation is a wholly-owned subsidiary of another body corporate for the purposes of paragraph (2)(c) if

(1) The shareholders of a corporation are not, as shareholders, liable for any liability, act or default of the corporation except under subsection 40(4), 119(6), 148(7) or 228(4).

(2) The articles may provide that the corporation has a lien on a share registered in the name of a shareholder or his or her legal representative for a debt of that shareholder to the corporation, including an amount unpaid in respect of a share issued by a body corporate on the day it was continued under this Act.

(3) A corporation may enforce a lien referred to in subsection (2) in accordance with its bylaws. SNWT 2009,c.12,s.1(2); SNWT 2009,c.14, s.106(3).

SECURITY CERTIFICATES,

(1) A security holder is entitled at his or her option to

(2) A corporation may charge a fee in an amount not exceeding the maximum amount prescribed for a security certificate issued in respect of a transfer.

(3) A corporation is not required to issue more than one security certificate in respect of securities held jointly by several persons, and delivery of a certificate to one of several joint holders is sufficient delivery to all.

(4) A security certificate shall be signed by at least one director or officer of the corporation or by or on behalf of a registrar, transfer agent or branch transfer agent of the corporation or by a trustee who certifies it in accordance with a trust indenture.

(5) Any signatures required on a security certificate may be printed or otherwise mechanically reproduced on it.

(6) If a security certificate contains a printed or mechanically reproduced signature of a person, the corporation may issue the security certificate, notwithstanding that the person has ceased to be a director or an officer of the corporation, and the security certificate is as valid as if he or she were a director or an officer at the date of its issue.

(7) The following shall be stated on the face of each share certificate issued by a corporation:

(8) Repealed, SNWT 2009,c.14,s.106(5).

(9) A distributing corporation shall not have a restriction on the issue, transfer or ownership of its shares except by way of a constraint permitted under subsection 26(1).

(10) Where a body corporate continued under this Act has outstanding security certificates and the words "private company" appear on the certificates, those words are deemed to be notice of a restriction, lien, agreement or endorsement for the purposes of subsection (8).

(11) Where the articles of a corporation constrain the issue, transfer or ownership of shares of any class or series as permitted under subsection 26(1), the corporation shall note the constraint or a reference to it in a conspicuous place on each share certificate evidencing a share subject to the constraint that is issued after the day on which the share became subject to the constraint.

(12) The failure to note a constraint or a reference to it pursuant to subsection (11) does not invalidate any share certificate or render a constraint ineffective against an owner, a holder or a transferee of the share certificate.

(13) A share certificate issued by a corporation that is authorized to issue shares of more than one class or series shall contain a legible statement indicating

(14) Where a share certificate issued by a corporation contains the statement referred to in paragraph (13)(b), the corporation shall provide to a shareholder on demand and without charge a full copy of the text of

(15) A corporation may issue a certificate for a fractional share or may issue in its place scrip certificates in a form that entitles the holder to receive a certificate for a full share by exchanging scrip certificates aggregating a full share.

(16) The directors may attach conditions to any scrip certificates issued by a corporation, including conditions that

(17) A holder of a fractional share issued by a corporation is not entitled to exercise voting rights or to receive a dividend in respect of the fractional share, unless

(18) A holder of a scrip certificate is not entitled to exercise voting rights or to receive a dividend in respect of the scrip certificate. SNWT 2009,c.12, s.1(4); SNWT 2009,c.14,s.106(5); SNWT 2014, c.31,s.2(2).

(1) A corporation shall maintain a securities register in which it records the securities issued by it in registered form, showing with respect to each class or series of securities

(2) A corporation may appoint

(3) Registration of the issue or transfer of a security in the central securities register or in a branch securities register is complete and valid registration for all purposes.

(4) A branch securities register shall only contain particulars of securities issued or transferred at that branch.

(5) Particulars of each issue or transfer of a security registered in a branch securities register shall also be kept in the corresponding central securities register.

(6) Neither a corporation, nor its agent nor a trustee defined in subsection 82(1) is required to produce

(1) A corporation or a trustee as defined in subsection 82(1) may, subject to sections 135, 136 and 139, treat the registered owner of a security as the person exclusively entitled to vote, to receive notices, to receive any interest, dividend or other payments in respect of the security, and otherwise to exercise all the rights and powers of an owner of the security.

(2) Notwithstanding subsection (1), but subject to a unanimous shareholder agreement, a corporation whose articles restrict the right to transfer its securities shall, and any other corporation may, treat a person as a registered security holder entitled to exercise all the rights of the security holder he or she represents if that person provides evidence as described in subsection 87(3) of the Securities Transfer Act to the corporation that he or she is

(3) If a person on whom the ownership of a security devolves by operation of law, other than a person described in subsection (2), provides proof of his or her authority to exercise rights or privileges in respect of a security of the corporation that is not registered in his or her name, the corporation shall treat that person as entitled to exercise those rights or privileges.

(4) A corporation is not required to inquire into the existence of, or see to the performance or observance of, any duty owed to a third person by a registered holder of any of its securities or by anyone whom it treats, as permitted or required by this section, as the owner or registered holder of the securities.

(5) If a minor exercises any rights of ownership in the securities of a corporation, no subsequent repudiation or avoidance is effective against the corporation.

(6) A corporation shall treat as owner of a security the survivors of persons to whom the security was issued as joint holders if

(7) A person referred to in paragraph (2)(a) is entitled to become a registered holder or to designate a registered holder, if he or she deposits with the corporation or its transfer agent

together with

(8) Notwithstanding subsection (7), if the laws of the jurisdiction governing the transmission of a security of a deceased holder do not require a grant of probate or of letters of administration in respect of the transmission, a legal representative of the deceased holder is entitled, subject to any applicable law relating to the collection of taxes, to become a registered holder or to designate a registered holder, if he or she deposits with the corporation or its transfer agent

(9) Deposit of the documents required by subsection (7) or (8) empowers a corporation or its transfer agent to record in a securities register the transmission of a security from the deceased holder to a person referred to in paragraph (2)(a) or to any person that the person referred to in paragraph (2)(a) may designate and, thereafter, to treat the person who thus becomes a registered holder as the owner of the security. SNWT 2009,c.14,s.106(6); SNWT 2010, c.16,Sch.A,s.5(3); SNWT 2014,c.31,s.2(3).

(1) When there has been an overissue within the meaning of the Securities Transfer Act, and the corporation subsequently amends its articles or a trust indenture to which it is a party to increase its authorized securities to a number equal to or in excess of the number of securities previously authorized plus the amount of the securities overissued, the securities so overissued are deemed to be valid from the date of their issue.

(2) Subsection (1) does not apply if the issuer has purchased and delivered a security in accordance with subsection 67(2) or (3) of the Securities Transfer Act.

(3) A purchase or payment in accordance with subsection 67(2) or (3) of the Securities Transfer Act is not a purchase or payment to which section 35, 37, 38 or 41 of this Act applies. SNWT 2009,c.14, s.106(7).

Sections 53 to 81, repealed, SNWT 2009, c.14, s.106(8).

(1) In this Part,

"event of default" means an event specified in a trust indenture on the occurrence of which

but the event is not an event of default until all conditions prescribed by the trust indenture in connection with that event for the giving of notice, the lapse of time or other similar requirements have been satisfied; (cas de défaut)

"trustee" means

"trust indenture" means any deed, indenture or other instrument, and any supplement or amendment to such an instrument, made by a corporation after its incorporation or continuance under this Act, under which the corporation issues debt obligations and in which a person is appointed as trustee for the holders of the debt obligations issued under the instrument. (acte de fiducie)

(2) This Part applies to a trust indenture only if the debt obligations issued or to be issued under the trust indenture are part of a distribution to the public.

(1) No person shall be appointed as trustee if there is a material conflict of interest between his or her role as trustee and his or her role in any other capacity.

(2) A trustee shall, within 90 days after he or she becomes aware that a material conflict of interest exists,

(3) A trust indenture, any debt obligations issued under it and a security interest effected by it are valid notwithstanding a material conflict of interest of the trustee.

(4) If a trustee contravenes subsection (1) or (2), any interested person may apply to the Court for an order that the trustee be replaced, and the Court may make an order on any terms the Court considers fit.

(1) A holder of debt obligations issued under a trust indenture may, on payment to the trustee of a reasonable fee, require the trustee to provide within 15 days after delivering to the trustee the statutory declaration referred to in subsection (3), a list setting out

as shown on the records maintained by the trustee on the day that the statutory declaration is delivered to that trustee.

(2) On the demand of a trustee, the issuer of debt obligations shall provide the trustee with the information required to enable the trustee to comply with subsection (1).

(3) The statutory declaration required under subsection (1) shall state

(4) Where the person requiring the trustee to provide a list under subsection (1) is a body corporate, the statutory declaration required under that subsection shall be made by a director or officer of the body corporate.

(5) A list obtained under this section shall not be used by any person except in connection with

(6) A person who contravenes subsection (5) without reasonable cause is guilty of an offence and liable on summary conviction to a fine not exceeding $10,000 or to imprisonment for a term not exceeding six months or to both. SNWT 2014,c.31,s.2(2).

(1) Before doing any act under paragraph (a), (b) or (c), an issuer or a guarantor of debt obligations issued or to be issued under a trust indenture shall provide the trustee with evidence of compliance with the conditions in the trust indenture relating to

(2) On the demand of a trustee, the issuer or guarantor of debt obligations issued or to be issued under a trust indenture shall provide the trustee with evidence of compliance with the trust indenture by the issuer or guarantor in respect of any act to be done by the trustee at the request of the issuer or guarantor. SNWT 2014,c.31,s.2(2).

(1) On the demand of a trustee, the issuer or guarantor of debt obligations issued under a trust indenture shall provide the trustee with evidence in any form the trustee may require as to compliance with any condition of the trust indenture relating to any action required or permitted to be taken by the issuer or guarantor under the trust indenture.

(2) At least once in each 12-month period beginning on the date of the trust indenture and at any other time on the demand of a trustee, the issuer or guarantor of debt obligations issued under a trust indenture shall provide the trustee with a certificate that the issuer or guarantor has complied with all requirements contained in the trust indenture that, if not complied with, would, with the giving of notice, lapse of time or otherwise, constitute an event of default, or, if there has been failure to so comply, giving particulars of the failure. SNWT 2014, c.31,s.2(2); SNWT 2023,c.7,s.5(2).

(1) A receiver or receiver-manager shall

(2) A director of the corporation may, by a demand in writing delivered to the receiver or receiver- manager, require the receiver or receiver-manager to make available for inspection the records referred to in paragraph (1)(d) during regular business hours at the place of business of the receiver or receiver-manager in the Northwest Territories or to provide a copy of the financial statements referred to in paragraph (1)(f).

(3) The Sheriff or a person with an interest in the collateral in the custody or control of the receiver or receiver-manager, or the authorized representative of the Sheriff or person, may, by a demand in writing delivered to the receiver or receiver-manager require the receiver or receiver-manager, to provide a copy of the financial statements referred to in paragraph (1)(f) or the final account referred to in paragraph (1)(h).

(4) The receiver or receiver-manager shall comply with a demand referred to in subsection (2) or (3) not later than 10 days after the day the demand is received.

(5) The receiver or receiver-manager may require the payment in advance of a fee in the amount prescribed for each demand by a person with an interest in the collateral in the custody or control of the receiver or receiver-manager. SNWT 2009,c.12, s.1(5); SNWT 2023,c.7,s.5(3).

(1) Subject to any unanimous shareholder agreement, the directors shall manage the business and affairs of a corporation.

(2) A corporation shall have one or more directors.

(3) Notwithstanding subsection (2), a distributing corporation shall have at least three directors, at least two of whom are not officers or employees of the corporation or its affiliates.

(4) Where all of the directors have resigned or have been removed by the shareholders without replacement, any person who manages or supervises the management of the business and affairs of the corporation is deemed to be a director for the purposes of this Act.

(5) Subsection (4) does not apply to,

(6) Where the articles restrict in whole or in part the powers of the directors to manage the business and affairs of the corporation, the shareholders have all the rights, powers and duties of the directors to the extent the articles restrict the powers of the directors, and the directors are, to the extent of those restrictions, relieved of their duties and liabilities, including any liabilities under section 119. SNWT 2009,c.12, s.1(6).

(1) Unless the articles, bylaws or a unanimous shareholder agreement otherwise provide, the directors may, by resolution, make, amend or repeal any bylaws that regulate the business or affairs of the corporation.

(2) The directors shall submit a bylaw, or an amendment or a repeal of a bylaw, made under subsection (1) to the shareholders at the next meeting of shareholders, and the shareholders may, by ordinary resolution, confirm, reject or amend the bylaw, amendment or repeal.

(3) A bylaw, or an amendment or a repeal of a bylaw, is effective from the date of the resolution of the directors under subsection (1) until it is confirmed, confirmed as amended or rejected by the shareholders under subsection (2) or until it ceases to be effective under subsection (4) and, where the bylaw is confirmed or confirmed as amended, it continues in effect in the form in which it was so confirmed.

(4) If a bylaw, an amendment or a repeal of a bylaw is rejected by the shareholders or if the directors do not submit a bylaw, an amendment or a repeal of a bylaw to the shareholders as required by subsection (2), the bylaw, amendment or repeal ceases to be effective and no subsequent resolution of the directors to make, amend or repeal a bylaw having substantially the same purpose or effect is effective until it is confirmed or confirmed as amended by the shareholders.

(5) A shareholder entitled to vote at an annual meeting of shareholders may, in accordance with section 138, make a proposal to make, amend or repeal a bylaw. SNWT 2009,c.12,s.1(2).

(1) Unless otherwise provided in the articles or bylaws or in a unanimous shareholder agreement relating to a corporation, the directors may, without authorization of the shareholders,

(2) Notwithstanding subsection 116(2) and paragraph 122(a), unless otherwise provided in the articles or bylaws or in a unanimous shareholder agreement relating to a corporation, the directors may, by resolution, delegate the powers referred to in subsection (1) to a director, a committee of directors or an officer. SNWT 1998,c.24,s.2(4); SNWT 2009, c.12,s.1(2).

(1) After issue of the certificate of incorporation, a meeting of the directors shall be held at which the directors may

(2) Subsection (1) does not apply to a body corporate to which a certificate of amalgamation has been issued under subsection 187(4).

(3) An incorporator or a director may call the meeting of directors referred to in subsection (1) by giving not less than five days’ notice of the meeting to each director, stating the time and the place of the meeting. SNWT 2009,c.12,s.1(2).

(1) The following persons are disqualified from being a director of a corporation:

(2) Unless the articles otherwise provide, a director of a corporation is not required to hold shares issued by the corporation.

(3) An individual who is elected or appointed a director is not a director unless

(1) At the time of sending articles of incorporation, the incorporators shall send to the Registrar a notice of directors in prescribed form and the Registrar shall file the notice.

(2) Each director named in the notice referred to in subsection (1) holds office from the issue of the certificate of incorporation until the first meeting of shareholders.

(3) Subject to paragraph (8)(a) and section 108, shareholders of a corporation shall, by ordinary resolution at the first meeting of shareholders and at each succeeding annual meeting at which an election of directors is required, elect directors to hold office for a term expiring not later than the close of the next annual meeting of shareholders following the election.

(4) It is not necessary that all directors elected at a meeting of shareholders hold office for the same term.

(5) A director not elected for an expressly stated term ceases to hold office at the close of the first annual meeting of shareholders following his or her election.

(6) Notwithstanding subsections (2), (3) and (5), if directors are not elected at a meeting of shareholders, the incumbent directors continue in office until their successors are elected.

(7) If a meeting of shareholders fails to elect the number or the minimum number of directors required by the articles by reason of the disqualification, incapacity or death of any candidate, the directors elected at that meeting may exercise all the powers of the directors if the number of directors so elected constitutes a quorum.

(8) The articles or a unanimous shareholder agreement may provide for the election or appointment of a director or directors

(1) A director of a corporation ceases to hold office when the director

(2) A resignation of a director becomes effective at the time a written resignation is sent to the corporation, or at the time specified in the resignation, whichever is later.

(1) Subject to paragraph 108(g) or to a unanimous shareholder agreement, the shareholders of a corporation may by ordinary resolution at a special meeting remove any director or directors from office.

(2) Where the holders of any class or series of shares of a corporation have an exclusive right to elect one or more directors, a director so elected may only be removed by an ordinary resolution at a meeting of the shareholders of that class or series.

(3) Subject to paragraphs 108(b) to (e), a vacancy created by the removal of a director may be filled at the meeting of the shareholders at which the director is removed or, if not so filled, may be filled under section 112.

(4) A director elected or appointed under subsection 107(8) may be removed only by those persons having the power to elect or appoint that director.

(1) A director of a corporation is entitled to receive notice of and to attend and be heard at every meeting of shareholders.

(2) A director who

is entitled to submit to the corporation a written statement giving the reasons for his or her resignation or the reasons why he or she opposes any proposed action or resolution.

(3) A corporation shall send a copy of the statement referred to in subsection (2) without delay to every shareholder entitled to receive notice of any meeting referred to in subsection (1) unless the statement is included in or attached to a management proxy circular required by section 152.

(4) No corporation or person acting on its behalf incurs any liability by reason only of circulating a director’s statement in compliance with subsection (3).

(1) A quorum of directors may fill a vacancy among the directors, except a vacancy resulting from an increase in the number of directors required by the articles or from a failure to elect the number of directors required by the articles.

(2) If there is not a quorum of directors, or if there has been a failure to elect the number of directors required by the articles, the directors then in office shall without delay call a special meeting of shareholders to fill the vacancy and, if they fail to call a meeting or if there are no directors then in office, the meeting may be called by any shareholder.

(3) Where the holders of any class or series of shares of a corporation or any other class of persons have an exclusive right to elect one or more directors and a vacancy occurs among those directors,

(4) The articles or a unanimous shareholder agreement may provide that a vacancy among the directors shall only be filled by

(5) A director appointed or elected to fill a vacancy holds office for the unexpired term of his or her predecessor.

(6) The directors may, if the articles of the corporation so provide, appoint one or more directors, who shall hold office for a term expiring not later than the close of the next annual meeting of shareholders, but the total number of directors so appointed may not exceed one-third of the number of directors elected at the previous annual meeting of shareholders.

(1) The shareholders of a corporation may amend the articles to increase or, subject to paragraph 108(h), to decrease the number of directors or the minimum or maximum number of directors, but no decrease shall shorten the term of an incumbent director.

(2) Where the shareholders at a meeting adopt an amendment to the articles of a corporation to increase the number or minimum number of directors, the shareholders may, at the meeting at which they adopt the amendment, elect the number of directors authorized by the amendment, and for that purpose, notwithstanding subsections 181(1) and 268(3), on the issue of a certificate of amendment the articles are deemed to be amended as of the date the shareholders adopt the amendment to the articles.

(1) Within 15 days after a change is made among its directors or in the information contained in any previous notice filed under subsection 107(1) or under this section, a corporation shall send to the Registrar a notice in prescribed form setting out the change and the Registrar shall file the notice.

(2) Any interested person, or the Registrar, may apply to the Court for an order to require a corporation to comply with subsection (1), and the Court may so order and make any further order it considers fit.

(1) Unless the articles or bylaws otherwise provide, the directors may meet at any place and on such notice as the bylaws require.

(2) Subject to the articles or bylaws, a majority of the number of directors appointed constitutes a quorum at any meeting of directors, and, notwithstanding any vacancy among the directors, a quorum of directors may exercise all the powers of the directors.

(3) A notice of a meeting of directors shall specify any matter referred to in subsection 116(2) that is to be dealt with at the meeting but, unless the bylaws otherwise provide, need not specify the purpose or the business to be transacted at the meeting.

(4) A director may in any manner waive a notice of a meeting of directors, and attendance of a director at a meeting of directors is a waiver of notice of the meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.

(5) Notice of an adjourned meeting of directors is not required to be given if the time and place of the adjourned meeting is announced at the original meeting.

(6) Where a corporation has only one director, that director may constitute a meeting.

(7) A director may participate in a meeting of directors or of a committee of directors by means of telephone or other communication facilities that permit all persons participating in the meeting to hear each other if

and a director participating in a meeting by those means is deemed for the purposes of this Act to be present at that meeting. SNWT 2009,c.12,s.1(2).

(1) Directors of a corporation may appoint from their number a managing director or a committee of directors and delegate to the managing director or committee any of the powers of the directors.

(2) Notwithstanding subsection (1), no managing director and no committee of directors has authority to

SNWT 2009,c.12,s.1(2).

(1) Subject to the articles, the bylaws or a unanimous shareholder agreement, a resolution in writing signed by all the directors entitled to vote on that resolution at a meeting of directors or committee of directors, is as valid as if it had been passed at a meeting of directors or of a committee of directors.

(2) A copy of every resolution referred to in subsection (1) shall be kept with the minutes of the proceedings of the directors or of the committee of directors. SNWT 2009,c.12,s.1(2).

(1) Directors of a corporation who vote for or consent to a resolution authorizing the issue of a share under section 27 for a consideration other than money are jointly and severally liable to the corporation to make good any amount by which the consideration received is less than the fair equivalent of the money that the corporation would have received if the share had been issued for money on the date of the resolution.

(2) Subsection (1) does not apply if the shares, on allotment, are held in escrow pursuant to an escrow agreement required by the Superintendent of Securities appointed under section 13 of the Securities Act and are surrendered for cancellation pursuant to that agreement.

(3) Directors of a corporation who vote for or consent to a resolution authorizing

are jointly and severally liable to restore to the corporation any amounts so paid and the value of any property so distributed, and not otherwise recovered by the corporation.

(4) A director who satisfies a judgment rendered under this section is entitled to contribution from the other directors who voted for or consented to the unlawful act on which the judgment was founded.

(5) Where money or property of a corporation is paid or distributed to a shareholder or other recipient contrary to section 35, 37, 38, 44, 45, 46, 125, 193 or 243, the corporation, any director or shareholder of the corporation, or any person who was a creditor of the corporation at the time of the payment or distribution, is entitled to apply to the Court for an order under subsection (6).

(6) On an application under subsection (5), the Court may, if it is satisfied that it is equitable to do so, do any or all of the following:

(7) A director is not liable under subsection (1) if he or she proves that he or she did not know and could not reasonably have known that the share was issued for a consideration less than the fair equivalent of the money that the corporation would have received if the share had been issued for money.

(8) An action to enforce a liability imposed by this section may not be commenced after two years from the date of the resolution authorizing the action complained of. SNWT 2008,c.10,s.183(4).

(1) Directors of a corporation are jointly and severally liable to employees of the corporation for all debts not exceeding six months wages payable to each employee for services performed for the corporation while they are directors.

(2) Subsection (1) does not render a director liable for debts

(3) A director is not liable under subsection (1) unless

(4) No action may be brought against a director under this section more than two years after the day he or she ceased to be a director.

(5) Where execution referred to in paragraph (3)(a) has issued, the amount recoverable from a director is the amount remaining unsatisfied after execution.

(6) A director who pays a debt referred to in subsection (1) that is proved in liquidation and dissolution or bankruptcy proceedings is entitled to any preference that the employee would have been entitled to, and where a judgment has been obtained, the director is entitled to an assignment of the judgment.

(7) A director who has satisfied a claim under this section is entitled to contribution from the other directors who were liable for the claim.

(1) A director or officer of a corporation who

shall disclose in writing to the corporation or request to have entered in the minutes of meetings of directors the nature and extent of his or her interest.

(2) Subject to subsection (3), the disclosure required by subsection (1) shall be made, in the case of a director,

(3) Where a proposed contract is dealt with by a resolution under section 118 instead of at a meeting, the disclosure required by subsection (1) shall be made

(4) The disclosure required by subsection (1) shall be made, in the case of an officer who is not a director,

(5) If a material contract or proposed material contract is one that, in the ordinary course of the corporation’s business, would not require approval by the directors or shareholders, a director or officer shall disclose in writing to the corporation, or request to have entered in the minutes of meetings of directors, the nature and extent of his or her interest without delay after the director or officer becomes aware of the contract or proposed contract.

(6) A director referred to in subsection (1) shall not vote on any resolution to approve the contract unless the contract is

(7) For the purpose of this section, a general notice to the directors by a director or officer is a sufficient disclosure of interest in relation to any contract made between the corporation and a person in which the director has a material interest or of which he or she is a director or officer if

(8) Where a material contract is made between a corporation and one or more of its directors or officers, or between a corporation and another person of which a director or officer of the corporation is a director or officer or in which he or she has a material interest,

if the director or officer disclosed his or her interest in accordance with subsection (2), (3), (4), (5) or (7), as the case may be, and the contract was approved by the directors or the shareholders and it was reasonable and fair to the corporation at the time it was approved.

(9) Where a director or officer of a corporation fails to disclose his or her interest in a material contract in accordance with this section, the Court may, on the application of the corporation or a shareholder of the corporation, set aside the contract on any terms the Court considers fit.

(10) This section is subject to any unanimous shareholder agreement. SNWT 2023,c.7,s.5(2).

(1) Every director and officer of a corporation shall, in exercising his or her powers and discharging his or her duties,

(2) Every director and officer of a corporation shall comply with this Act, the regulations, articles, bylaws and any unanimous shareholder agreement.

(3) Subject to subsection 148(7), no provision in a contract, the articles, the bylaws or a resolution relieves a director or officer from the duty to act in accordance with this Act or the regulations or relieves him or her from liability for a breach of that duty.

(4) In determining whether a particular transaction or course of action is in the best interests of the corporation, a director, if he or she is elected or appointed by the holders of a class or series of shares or by employees or creditors or a class of employees or creditors, may give special, but not exclusive, consideration to the interests of those who elected or appointed him or her. SNWT 2009,c.12,s.1(2).

(1) A director who is present at a meeting of directors or a committee of directors is deemed to have consented to any resolution passed or action taken at the meeting unless the director

(2) A director who votes for or consents to a resolution or action is not entitled to dissent under subsection (1).

(3) A director is not liable under section 119 or 123 to the extent that his or her acts or omissions result from his or her reliance in good faith on

(1) Except in respect of an action by or on behalf of the corporation or body corporate to procure a judgment in its favour, a corporation may indemnify a director or officer of the corporation, a former director or officer of the corporation or a person who acts or acted at the corporation’s request as a director or officer of a body corporate of which the corporation is or was a shareholder or creditor, and his or her heirs and legal representatives, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by him or her in respect of any civil, criminal or administrative action or proceeding to which he or she is made a party by reason of being or having been a director or officer of that corporation or body corporate, if

(2) A corporation may, with the approval of the Court, indemnify a person referred to in subsection (1) in respect of an action by or on behalf of the corporation or body corporate to procure a judgment in its favour, to which he or she is made a party by reason of being or having been a director or an officer of the corporation or body corporate, against all costs, charges and expenses reasonably incurred by him or her in connection with the action if he or she fulfils the conditions set out in paragraphs (1)(a) and (b).

(3) Notwithstanding anything in this section, a person referred to in subsection (1) is entitled to indemnity from the corporation in respect of all costs, charges and expenses reasonably incurred by him or her in connection with the defence of any civil, criminal or administrative action or proceeding to which he or she is made a party by reason of being or having been a director or officer of the corporation or body corporate, if the person seeking indemnity

(4) A corporation may purchase and maintain insurance for the benefit of any person referred to in subsection (1) against any liability incurred by that person

(5) A corporation or a person referred to in subsection (1) may apply to the Court for an order approving an indemnity under this section and the Court may so order and make any further order it considers fit.

(6) On an application under subsection (5), the Court may order notice to be given to the Registrar and any other interested person and the Registrar and that person are entitled to appear and be heard in person or by counsel.

(1) Subject to the articles, the bylaws or any unanimous shareholder agreement, the directors of a corporation may fix the remuneration of the directors, officers and employees of the corporation.

(2) Disclosure of the aggregate remuneration of directors, the aggregate remuneration of officers and the aggregate remuneration of employees shall be made as prescribed. SNWT 2009,c.12,s.1(2).

(1) In this Part,

"business combination" means an acquisition of all or substantially all the property of one body corporate by another or an amalgamation of two or more bodies corporate; (regroupement d’entreprises)

"corporation" does not include a distributing corporation; (société)

"insider" means, in respect of a corporation,

"officer" means the chairperson, president, vice-president, secretary, treasurer, comptroller, general counsel, general manager, managing director or any other individual who performs functions for a corporation similar to those normally performed by an individual occupying any such office; (dirigeant)

"share" means a share carrying voting rights under all circumstances or by reason of the occurrence of an event that has occurred and that is continuing, and includes

(2) For the purposes of this Part,

(3) For the purposes of this Part,

SNWT 1998, c.5, s.4(5); SNWT 2004, c.11, s.1(2); SNWT 2008,c.10,s.183(5).

(1) An insider who, in connection with a transaction in a security of the corporation or any of its affiliates, makes use of any specific confidential information for his or her own benefit or advantage that, if generally known, might reasonably be expected to affect materially the value of the security

(2) An action to enforce a right created by this section may only be commenced within two years after discovery of the facts that gave rise to the cause of action. SNWT 1998,c.5,s.4(6); SNWT 2008, c.10,s.183(5).

Sections 129 to 132, repealed, SNWT 2008, c.10, s.183(5).

(1) Unless otherwise provided in the articles or a unanimous shareholder agreement, meetings of shareholders of a corporation shall be held at the place within the Northwest Territories provided in the bylaws or, in the absence of such provision, at the place within the Northwest Territories that the directors determine.

(2) Notwithstanding subsection (1), a meeting of shareholders of a corporation may be held outside the Northwest Territories if all the shareholders entitled to vote at that meeting agree, and a shareholder who attends a meeting of shareholders held outside the Northwest Territories is deemed to have so agreed except where he or she attends the meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully held.

(3) A shareholder or any other person entitled to attend a meeting of shareholders may participate in the meeting by means of telephone or other communication facilities that permit all persons participating in the meeting to hear each other if

and a person participating in such a meeting by those means is deemed for the purposes of this Act to be present at the meeting. SNWT 2009,c.12,s.1(2).

(1) The directors of a corporation

(2) Notwithstanding subsection (1), the corporation may apply to the Court for an order extending the time in which an annual meeting of the corporation shall be held.

(3) Notice of any application under subsection (2) by a distributing corporation shall be sent to the Registrar and the Registrar is entitled to appear and be heard in person or by counsel.

(4) Where, on an application under subsection (2), the Court is satisfied that it is in the best interests of the corporation, the Court may extend the time by which the annual meeting of the corporation shall be held in any manner and on any terms it considers fit.

(1) For the purpose of determining shareholders

the directors may fix in advance a date as the record date for that determination of shareholders, but the record date shall not precede by more than 50 days the particular action to be taken.

(2) For the purpose of determining shareholders entitled to receive notice of a meeting of shareholders, the directors may fix in advance a date as the record date for that determination of shareholders, but that record date shall not precede by more than 50 days or by less than 21 days the date on which the meeting is to be held.

(3) Where no record date is fixed,

(4) Where a record date is fixed, notice of the record date shall be given not less than seven days before the date so fixed

unless notice of the record date is waived in writing by every holder of a share of the class or series affected whose name is set out in the securities register at the close of business on the day the directors fix the record date.

(1) Notice of the time and place of a meeting of shareholders shall be sent not less than 21 days and not more than 50 days before the meeting,

(2) A notice of a meeting is not required to be sent to shareholders who were not registered on the records of the corporation or its transfer agent on the record date determined under subsection 135(2) or (3), but failure to receive a notice does not deprive a shareholder of the right to vote at the meeting.

(3) Where a meeting of shareholders is adjourned by one or more adjournments for an aggregate of less than 30 days it is not necessary, unless the bylaws otherwise provide, to give notice of the adjourned meeting, other than by announcement at the time of an adjournment.

(4) Where a meeting of shareholders is adjourned by one or more adjournments for an aggregate of 30 days or more, notice of the adjourned meeting shall be given in the same manner as for an original meeting, but subsection 151(1) does not apply unless the meeting is adjourned by one or more adjournments for an aggregate of more than 90 days.

(5) All business transacted at a special meeting of shareholders and all business transacted at an annual meeting of shareholders, except consideration of the financial statements and auditor’s report, fixing the number of directors for the following year, election of directors and reappointment of the incumbent auditor, is deemed to be special business.

(6) Notice of a meeting of shareholders at which special business is to be transacted shall state

(7) The text of a special resolution may be amended at a meeting of shareholders if the amendments correct manifest errors or are not material. SNWT 2009,c.12,s.1(2).

(1) In this section, "proposal" means a notice of any matter that a shareholder proposes to raise at an annual meeting of shareholders.

(2) A shareholder entitled to vote at an annual meeting of shareholders may

(3) A corporation that solicits proxies shall set out the proposal in the management proxy circular required by section 152 or attach the proposal to it.

(4) If so requested by the shareholder, the corporation shall include in the management proxy circular or attach to it a statement by the shareholder of not more than 200 words in support of the proposal, and the name and address of the shareholder.

(5) A proposal may include nominations for the election of directors if the proposal is signed by one or more holders of shares representing in the aggregate not less than 5% of the shares or 5% of the shares of a class of shares of the corporation entitled to vote at the meeting to which the proposal is to be presented, but this subsection does not preclude nominations made at a meeting of shareholders.

(6) A corporation is not required to comply with subsections (3) and (4) if

(7) No corporation or person acting on its behalf incurs any liability by reason only of circulating a proposal or statement in compliance with this section.

(8) If a corporation refuses to include a proposal in a management proxy circular, the corporation shall, within 10 days after receiving the proposal, notify the shareholder submitting the proposal of its intention to omit the proposal from the management proxy circular and send the shareholder a statement of the reasons for the refusal.

(9) On the application of a shareholder claiming to be aggrieved by a corporation’s refusal under subsection (8), the Court may restrain the holding of the meeting to which the proposal is sought to be presented and make any further order it considers fit.

(10) The corporation or any person claiming to be aggrieved by a proposal may apply to the Court for an order permitting the corporation to omit the proposal from the management proxy circular, and the Court, if it is satisfied that subsection (6) applies, may make any order it considers fit.

(1) A corporation shall prepare a list of shareholders entitled to receive notice of a meeting, arranged in alphabetical order and showing the number of shares held by each shareholder,

(2) A person named in the list prepared under subsection (1) is entitled to vote the shares shown opposite his or her name at the meeting to which the list relates.

(3) Where a person referred to in subsection (2) transfers the ownership of any of his or her shares after the date on which a list referred to in subsection (1) is prepared, the transferee of those shares is entitled to vote the shares at the meeting if the transferee

(4) A shareholder may examine the list of shareholders

SNWT 2009,c.12,s.1(2).

(1) Unless the bylaws otherwise provide, a quorum of shareholders is present at a meeting of shareholders, irrespective of the number of persons actually present at the meeting, if the holder or holders of a majority of the shares entitled to vote at the meeting are present in person or represented by proxy.

(2) If a quorum is present at the opening of a meeting of shareholders, the shareholders present may, unless the bylaws otherwise provide, proceed with the business of the meeting, notwithstanding that a quorum is not present throughout the meeting.

(3) If a quorum is not present at the opening of a meeting of shareholders, the shareholders present may adjourn the meeting to a fixed time and place but may not transact any other business.

(4) If a corporation has only one shareholder or only one holder of any class or series of shares, the shareholder present in person or by proxy constitutes a meeting. SNWT 2009,c.12,s.1(2).

(1) Unless the articles otherwise provide, each share of a corporation entitles the holder of the share to one vote at a meeting of shareholders.

(2) If a body corporate or association is a shareholder of a corporation, the corporation shall recognize any individual authorized by a resolution of the directors or governing body of the body corporate or association to represent it at meetings of shareholders of the corporation.

(3) An individual authorized under subsection (2) may exercise on behalf of the body corporate or association all the powers the body corporate or association could exercise if it were an individual shareholder.

(4) Unless the bylaws otherwise provide, if two or more persons hold shares jointly, one of those holders present at a meeting of shareholders may in the absence of the others vote the shares, but if two or more of those persons who are present, in person or by proxy, vote, they shall vote as one on the shares jointly held by them. SNWT 2009,c.12,s.1(2).

(1) Unless the bylaws otherwise provide, voting at a meeting of shareholders shall be by show of hands except when a ballot is demanded by a shareholder or proxyholder entitled to vote at the meeting.

(2) A shareholder or proxyholder may demand a ballot either before or on the declaration of the result of any vote by show of hands. SNWT 2009,c.12,s.1(2).

(1) Except where a written statement is submitted by a director under subsection 111(2) or by an auditor under subsection 170(5),

(2) A copy of every resolution referred to in subsection (1) shall be kept with the minutes of the meetings of shareholders.

(1) The holders of not less than 5% of the issued shares of a corporation that carry the right to vote at a meeting sought to be held may requisition the directors to call a meeting of shareholders for the purposes stated in the requisition.

(2) The requisition referred to in subsection (1), which may consist of several documents of like form each signed by one or more shareholders, shall state the business to be transacted at the meeting and shall be sent to each director and to the registered office of the corporation.

(3) On receiving the requisition referred to in subsection (1), the directors shall call a meeting of shareholders to transact the business stated in the requisition unless

(4) If the directors do not within 21 days after receiving the requisition referred to in subsection (1) call a meeting, any shareholder who signed the requisition may call the meeting.

(5) A meeting called under this section shall be called as nearly as possible in the manner in which meetings are to be called pursuant to the bylaws, this Part and Part XII.

(6) Unless the shareholders otherwise resolve at a meeting called under subsection (4), the corporation shall reimburse the shareholders the expenses reasonably incurred by them in requisitioning, calling and holding the meeting. SNWT 2009,c.12,s.1(2).

(1) If for any reason it is impracticable to call a meeting of shareholders of a corporation in the manner in which meetings of those shareholders may be called, or to conduct the meeting in the manner established by the bylaws and this Act, or if for any other reason the Court considers fit, the Court, on the application of a director, a shareholder entitled to vote at the meeting or the Registrar, may order a meeting to be called, held and conducted in the manner the Court directs.

(2) Without restricting the generality of subsection (1), the Court may order that the quorum required by the bylaws or this Act be varied or dispensed with at a meeting called, held and conducted pursuant to this section.

(3) A meeting called, held and conducted pursuant to this section is for all purposes a meeting of shareholders of the corporation duly called, held and conducted. SNWT 2009,c.12,s.1(2).

(1) A corporation or a shareholder or director may apply to the Court to determine any controversy with respect to an election or appointment of a director or auditor of the corporation.

(2) On an application under this section, the Court may make any order it considers fit including, without limiting the generality of the foregoing

(1) A unanimous shareholder agreement may provide for

(2) If a unanimous shareholder agreement is in effect at the time a share is issued by a corporation to a person other than an existing shareholder,

(3) If a unanimous shareholder agreement is in effect when a person who is not a party to the agreement acquires a share of a corporation, other than under subsection (2),

(4) If

that person may, within 30 days after he or she acquires actual knowledge of the existence of the agreement, send to the corporation a notice of objection to the agreement.

(5) If a person sends a notice of objection under subsection (4),

(6) A transferee who is entitled to be paid the fair value of his or her shares under subsection (5) also has the right to recover from the transferor by action the amount by which the value of the consideration paid for his or her shares exceeds the fair value of those shares.

(7) A shareholder who is a party or is deemed to be a party to a unanimous shareholder agreement has all the rights, powers and duties and incurs all the liabilities of a director of the corporation to which the agreement relates to the extent that the agreement restricts the powers of the directors to manage the business and affairs of the corporation, and the directors are thereby relieved of their duties and liabilities, including any liabilities under section 120 to the same extent.

(8) A unanimous shareholder agreement may not be amended without the written consent of all those who are shareholders at the effective date of the amendment.

(9) A unanimous shareholder agreement may exclude the application to the agreement of all but not part of this section. SNWT 2009,c.14,s.106(9).

(1) A shareholder entitled to vote at a meeting of shareholders may by means of a proxy appoint a proxyholder and one or more alternate proxyholders, who are not required to be shareholders, to attend and act at the meeting in the manner and to the extent authorized by the proxy and with the authority conferred by the proxy.

(2) A proxy shall be executed by the shareholder or by his or her attorney authorized in writing.

(3) A proxy is valid only at the meeting in respect of which it is given or any adjournment of that meeting.

(4) A shareholder may revoke a proxy

(5) The directors may specify in a notice calling a meeting of shareholders a time not exceeding 48 hours, excluding Saturdays, Sundays and holidays, preceding the meeting or an adjournment of the meeting before which time proxies to be used at the meeting must be deposited with the corporation or its agent. SNWT 2025,c.2,s.1.

(1) Subject to subsection (2), the management of a corporation shall, concurrently with giving notice of a meeting of shareholders, send a form of proxy containing the prescribed information to each shareholder who is entitled to receive notice of the meeting.

(2) The management of a corporation is not required to send a form of proxy under subsection (1)

(3) A shareholder may revoke a waiver given under paragraph (2)(b) in respect of any meeting of shareholders by sending to the corporation a notice in writing to that effect not less than 40 days before the date of the meeting in respect of which the waiver was given.

(4) Where the management of a corporation fails to comply with subsection (1) without reasonable cause, the corporation is guilty of an offence and liable on summary conviction to a fine not exceeding $10,000.

(5) Where a corporation commits an offence under subsection (4), any director or officer of the corporation who knowingly authorized, permitted or acquiesced in the commission of the offence is a party to and guilty of the offence and is liable on summary conviction to a fine not exceeding $10,000 or to imprisonment for a term not exceeding six months or to both, whether or not the corporation has been prosecuted or convicted in respect of the offence. SNWT 1998,c.5,s.4(7).

(1) A person shall not solicit proxies unless

is sent to the auditor of the corporation, to each shareholder whose proxy is solicited and, if paragraph (b) applies, to the corporation.

(2) Subsection (1) does not apply to a corporation that has 15 or fewer shareholders entitled to vote at meetings of shareholders.

(3) A person required to send a management proxy circular or dissident’s proxy circular shall send concurrently a copy of it to the Registrar together with a statement containing the prescribed information, the form of proxy, any other documents for use in connection with the meeting and, in the case of a management proxy circular, a copy of the notice of meeting.

(4) A person who fails to comply with subsection (1) or (3) is guilty of an offence and liable on summary conviction to a fine not exceeding $10,000 or to imprisonment for a term not exceeding six months or to both.

(5) Where a body corporate commits an offence under subsection (4), any director or officer of the body corporate who knowingly authorized, permitted or acquiesced in the commission of the offence is a party to and guilty of the offence and is liable on summary conviction to a fine not exceeding $10,000 or to imprisonment for a term not exceeding six months or to both, whether or not the body corporate has been prosecuted or convicted in respect of the offence. SNWT 1998,c.5,s.4(8),(9).

(1) A person who solicits a proxy and is appointed as a proxyholder shall attend in person or cause an alternate proxyholder to attend the meeting in respect of which the proxy is given and comply with the directions of the shareholder who appointed him.

(2) A proxyholder or an alternate proxyholder has the same rights as the shareholder who appointed him or her to speak at a meeting of shareholders in respect of any matter, to vote by way of ballot at the meeting and, except where a proxyholder or an alternate proxyholder has conflicting instructions from more than one shareholder, to vote at such a meeting in respect of any matter by way of any show of hands.

(3) Notwithstanding subsections (1) and (2), if the chairperson of a meeting of shareholders declares to the meeting that, if a ballot is conducted, the total number of votes attached to shares represented at the meeting by proxy required to be voted against what to the knowledge of the chairperson will be the decision of the meeting in relation to any matter or group of matters is less than 5% of the votes attached to the shares entitled to vote and represented at the meeting on that ballot, then unless a shareholder or proxyholder demands a ballot,

(4) A proxyholder or alternate proxyholder who without reasonable cause fails to comply with the directions of a shareholder under this section is guilty of an offence and liable on summary conviction to a fine not exceeding $10,000 or to imprisonment for a term not exceeding six months or to both.

(1) Shares of a corporation that are registered in the name of a registrant or his or her nominee and not beneficially owned by the registrant shall not be voted unless the registrant, without delay after receipt of the notice of the meeting, financial statements, management proxy circular, dissident’s proxy circular and any other documents, other than the form of proxy sent to shareholders by or on behalf of any person for use in connection with the meeting, sends a copy of those documents to the beneficial owner and, except where the registrant has received written voting instructions from the beneficial owner, a written request for voting instructions.

(2) A registrant shall not vote or appoint a proxyholder to vote shares registered in his or her name or in the name of his or her nominee that he or she does not beneficially own unless he or she receives voting instructions from the beneficial owner.

(3) A person by or on behalf of whom a solicitation is made shall, at the request of a registrant, without delay provide to the registrant at that person’s expense the necessary number of copies of the documents referred to in subsection (1) other than copies of the document requesting voting instructions.

(4) A registrant shall vote or appoint a proxyholder to vote any shares referred to in subsection (1) in accordance with any written voting instructions received from the beneficial owner.

(5) If requested by a beneficial owner, a registrant shall appoint the beneficial owner or a nominee of the beneficial owner as proxyholder.

(6) The failure of a registrant to comply with this section does not render void any meeting of shareholders or any action taken at a meeting of shareholders.

(7) Nothing in this section gives a registrant the right to vote shares that he or she is otherwise prohibited from voting.

(8) A registrant who knowingly fails to comply with this section is guilty of an offence and liable on summary conviction to a fine not exceeding $10,000 or to imprisonment for a term not exceeding six months or to both.

(9) Where a body corporate commits an offence under subsection (8), any director or officer of the body corporate who knowingly authorized, permitted or acquiesced in the commission of the offence is a party to and guilty of the offence and is liable on summary conviction to a fine not exceeding $10,000 or to imprisonment for a term not exceeding six months or to both, whether or not the body corporate has been prosecuted or convicted in respect of the offence. SNWT 2014,c.31,s.2(2),(5).

(1) Subject to section 158, the directors of a corporation shall place before the shareholders at every annual meeting

(2) Notwithstanding subparagraph (1)(a)(iii), the financial statements for the earlier of the two financial years referred to in that subparagraph may be omitted if the reason for the omission is set out in the financial statements, or in a note to them, to be placed before the shareholders at the annual meeting. SNWT 2009, c.12,s.1(2).

(1) A corporation shall keep at its records office a copy of the financial statements of each of its subsidiary bodies corporate and of each body corporate the accounts of which are consolidated in the financial statements of the corporation.

(2) Shareholders of a corporation and their agents and legal representatives may, on request and without charge,

(3) A corporation may, within 15 days of a request to examine under subsection (2), apply to the Court for an order barring the right of any person to so examine and the Court may, if it is satisfied that the examination would be detrimental to the corporation or a subsidiary body corporate, bar that right and make any further order it considers fit.

(4) A corporation shall give notice of an application under subsection (3) to the person making a request under subsection (2), and that person may appear and be heard in person or by counsel.

(1) The directors of a corporation shall approve the financial statements referred to in section 157 and the approval shall be evidenced by the signature of one or more directors.

(2) A corporation shall not issue, publish or circulate copies of the financial statements referred to in section 157 unless the financial statements are

(1) A corporation shall, not less than 21 days before each annual meeting of shareholders or before the signing of a resolution under paragraph 143(1)(b) in lieu of the annual meeting, send a copy of the documents referred to in section 157 to each shareholder, except to a shareholder who has informed the corporation in writing that he or she does not want a copy of those documents.

(2) A corporation that fails to comply with subsection (1) without reasonable cause is guilty of an offence and liable on summary conviction to a fine not exceeding $10,000.

(1) A distributing corporation shall send a copy of the documents referred to in section 157 to the Registrar not less than 21 days before each annual meeting of shareholders or without delay after the signing of a resolution under paragraph 143(1)(b) in lieu of the annual meeting, and in any event not later than 15 months after the last date when the last preceding annual meeting should have been held or a resolution in lieu of that meeting should have been signed.

(2) If a distributing corporation

interim financial statements or related documents, the corporation shall without delay send a copy of the documents to the Registrar.

(3) A subsidiary corporation is not required to comply with this section if

(4) A corporation that fails to comply with this section is guilty of an offence and liable on summary conviction to a fine not exceeding $15,000. SNWT 2014,c.31,s.2(5),(6).

(1) Subject to subsection (5), a person is disqualified from being an auditor of a corporation if he or she is not independent of the corporation and its affiliates or the directors and officers of the corporation and its affiliates.

(2) For the purposes of this section,

(3) An auditor who becomes disqualified under this section shall, subject to subsection (5), resign without delay after becoming aware of his or her disqualification.

(4) An interested person may apply to the Court for an order declaring an auditor to be disqualified under this section and the office of auditor to be vacant.

(5) An interested person may apply to the Court for an order exempting an auditor from disqualification under this section and the Court may, if it is satisfied that an exemption would not unfairly prejudice the shareholders, make an exemption order on any terms it considers fit, which order may have retrospective effect. SNWT 2008,c.10,s.183(8); SNWT 2014,c.31, s.2(5).

(1) Subject to section 165, shareholders of a corporation shall, by ordinary resolution at each annual meeting, appoint an auditor to hold office until the close of the next annual meeting.

(2) An auditor appointed under section 105 is eligible for appointment under subsection (1).

(3) Notwithstanding subsection (1), if an auditor is not appointed at a meeting of shareholders, the incumbent auditor continues in office until a successor is appointed.

(4) The remuneration of an auditor may be fixed by ordinary resolution of the shareholders or, if not so fixed, may be fixed by the directors.

(1) The shareholders of a corporation other than a distributing corporation may resolve not to appoint an auditor.

(2) A resolution under subsection (1) is valid only until the next annual meeting of shareholders.

(3) A resolution under subsection (1) is not valid unless it is consented to by all the shareholders, including shareholders not otherwise entitled to vote.

(1) An auditor of a corporation ceases to hold office when the auditor dies or resigns or is removed pursuant to section 167.

(2) A resignation of an auditor becomes effective at the time a written resignation is sent to the corporation or at the time specified in the resignation, whichever is later.

(1) The shareholders of a corporation may remove an auditor from office by ordinary resolution at a special meeting.

(2) A vacancy created by the removal of an auditor may be filled at the meeting at which the auditor is removed or, if not so filled, may be filled under section 168.

(1) Subject to subsection (3), the directors shall without delay fill a vacancy in the office of auditor.

(2) If there is not a quorum of directors, the directors then in office shall, within 21 days after a vacancy in the office of auditor occurs, call a special meeting of shareholders to fill the vacancy and, if they fail to call a meeting or if there are no directors, the meeting may be called by any shareholder.

(3) The articles of a corporation may provide that a vacancy in the office of auditor shall only be filled by vote of the shareholders.

(4) An auditor appointed to fill a vacancy holds office for the unexpired term of his or her predecessor.

(5) Subsections (1) and (2) do not apply if the shareholders have resolved under section 165 not to appoint an auditor. SNWT 2014,c.31,s.2(5).

(1) If a corporation does not have an auditor, the Court may, on the application of a shareholder or, if the corporation is a distributing corporation, on the application of the Registrar, appoint and fix the remuneration of an auditor who holds office until an auditor is appointed by the shareholders.

(2) Subsection (1) does not apply if the shareholders have resolved under section 165 not to appoint an auditor.

(1) The auditor of a corporation is entitled to receive notice of every meeting of shareholders and, at the expense of the corporation, to attend and be heard at every meeting on matters relating to his or her duties as auditor.

(2) The auditor or former auditor of a corporation shall attend a meeting of shareholders at the expense of the corporation and answer questions relating to his or her duties as auditor, where a director or shareholder of a corporation, including a shareholder who is not entitled to vote at the meeting, gives written notice to the auditor or the former auditor not less than 10 days before the meeting.

(3) A director or shareholder who sends a notice referred to in subsection (2) shall concurrently send a copy of the notice to the corporation.

(4) An auditor or former auditor of a corporation who fails to comply with subsection (2) without reasonable cause is guilty of an offence and liable on summary conviction to a fine not exceeding $10,000 or to imprisonment for a term not exceeding six months or to both.

(5) An auditor who

is entitled to submit to the corporation a written statement giving the reasons for the resignation or the reasons why he or she opposes any proposed action or resolution.

(6) The corporation shall without delay

a copy of the statement referred to in subsection (5), unless the statement is included in or attached to a management proxy circular required by section 152.

(7) Subject to subsection (8), no person shall accept an appointment or consent to be appointed as auditor of a corporation if he or she is replacing an auditor who has resigned or been removed or whose term of office has expired or is about to expire until he or she has requested and received from that auditor a written statement of the circumstances and the reasons why, in that auditor’s opinion, he or she is to be replaced.

(8) A person who is otherwise qualified may accept appointment or consent to be appointed as auditor of a corporation if he or she does not receive a reply within 15 days after making the request referred to in subsection (7).

(9) Unless subsection (8) applies, an appointment as an auditor of a corporation of a person who has not complied with subsection (7) is void.

(10) Subsections (5) to (7) do not apply to a corporation that is subject to and complies with the requirements of Northwest Territories securities laws in respect of a change of auditor. SNWT 2008,c.10, s.183(9); SNWT 2014,c.31,s.2(5),(7).

(1) An auditor of a corporation shall make the examination that is in his or her opinion necessary to enable him or her to report in the prescribed manner on the financial statements required by this Act to be placed before the shareholders, except those financial statements or parts of those statements that relate to the earlier of the two financial years referred to in subparagraph 157(1)(a)(iii).

(2) Notwithstanding section 172, an auditor of a corporation may reasonably rely on the report of an auditor of a body corporate or an unincorporated business the accounts of which are included in whole or in part in the financial statements of the corporation.

(3) For the purpose of subsection (2), reasonableness is a question of fact.

(4) Subsection (2) applies whether or not the financial statements of the holding corporation reported on by the auditor are in consolidated form.

(1) On the demand of the auditor of a corporation, the present or former directors, officers, employees or agents of the corporation and the former auditors of the corporation shall provide the

that are, in the opinion of the auditor, necessary to enable him or her to make the examination and report required under section 171 and that the directors, officers, employees, agents or former auditors are reasonably able to provide.

(2) On the demand of the auditor of a corporation, the directors of the corporation shall

(3) A person who in good faith makes an oral or written communication under subsection (1) or (2) does not incur any liability by reason of having made the communication. SNWT 2014,c.31,s.2(2).

(1) A distributing corporation shall, and any other corporation may, have an audit committee.

(2) The audit committee of a distributing corporation shall be composed of not less than three directors of the corporation, a majority of whom are not officers or employees of the corporation or any of its affiliates.

(3) An audit committee shall review the financial statements of the corporation before they are approved under section 160.

(4) The auditor of a corporation is entitled to receive notice of every meeting of the audit committee and, at the expense of the corporation, to attend and be heard at the meeting, and, if so requested by a member of the audit committee, shall attend every meeting of the committee held during the term of office of the auditor.

(5) The auditor of a corporation or a member of the audit committee may call a meeting of the committee.

(6) A director or an officer of a corporation shall without delay notify the audit committee and the auditor of any error or mis-statement of which he or she becomes aware in a financial statement that the auditor or a former auditor has reported on.

(7) If the auditor or a former auditor of a corporation is notified or becomes aware of an error or mis-statement in a financial statement on which the auditor has reported, and if in his or her opinion the error or mis-statement is material, he or she shall inform each director accordingly.

(8) Where the auditor or a former auditor informs the directors of an error or mis-statement in a financial statement pursuant to subsection (7), the directors shall

(9) Every director or officer of a corporation who knowingly fails to comply with subsection (6) or (8) is guilty of an offence and liable on summary conviction to a fine not exceeding $10,000 or to imprisonment for a term not exceeding six months or to both. SNWT 2005,c.14,s.2(4); SNWT 2014,c.31,s.2(5).

(1) Any privilege that exists in relation to any communication between a solicitor and client is not lost or waived because all or part of the communication is

(2) The fact that any communication between a solicitor and client is prepared or made with the intention that it will be provided or disclosed to the client’s auditor for the purpose of assisting the auditor in the performance of an audit does not prevent the creation of, or give rise to the waiver of, a privilege in relation to that communication. SNWT 2014, c.31,s.2(4).

(1) Subject to sections 178 and 179, the articles of a corporation may, by special resolution, be amended to

(2) The directors of a corporation may, if authorized by the shareholders in the special resolution effecting an amendment under this section, revoke the resolution before it is acted on without further approval of the shareholders.

(3) Notwithstanding subsection (1), but subject to section 12, where a corporation has a designating number as a name or a name consisting of a designated number together with such other words and abbreviations as the Registrar requires under subsection 11(1), the directors may amend the corporation’s articles to change that name. SNWT 2005,c.14,s.2(5); SNWT 2009, c.14,s.106(10).

(1) Subject to subsection (2), a director or a shareholder who is entitled to vote at an annual meeting of shareholders may, in accordance with section 138, make a proposal to amend the articles.

(2) Notice of a meeting of shareholders at which a proposal to amend the articles is to be considered shall set out the proposed amendment and, where applicable, shall state that a dissenting shareholder is entitled to be paid the fair value of his or her shares in accordance with section 193, but failure to make that statement does not invalidate an amendment.

(1) The holders of shares of a class or, subject to subsection (2), of a series are, unless the articles otherwise provide in the case of an amendment referred to in paragraphs (a), (b) and (e), entitled to vote separately as a class or series on a proposal to amend the articles to

(2) Subsection (1) does not apply with respect to a proposal to amend the articles to add a right or privilege for a holder to convert shares of a class or series into shares of another class or series that

(3) For the purposes of paragraph (1)(e), a new class of shares that is otherwise equal to an existing class of shares is deemed not to be equal or superior to that existing class of shares where the issue, transfer or ownership of such shares is to be constrained by a restriction referred to in paragraph 26(1)(c).

(4) The holders of a series of shares of a class are entitled to vote separately as a series under subsection (1) only if the series is affected by an amendment in a manner different from other shares of the same class.

(5) Subsection (1) applies whether or not shares of a class or series otherwise carry the right to vote.

(6) A proposed amendment to the articles referred to in subsection (1) is adopted when the holders of the shares of each class or series entitled to vote separately on the amendment as a class or series have approved the amendment by a special resolution.

(1) Subject to any revocation under subsection 176(2), after an amendment has been adopted under section 176 or 178, articles of amendment in prescribed form shall be sent to the Registrar.

(2) If an amendment is to change the name of a corporation, the prescribed documents relating to corporate names shall, unless otherwise agreed by the Registrar, be sent to the Registrar.

(3) If an amendment effects or requires a reduction of stated capital, subsections 40(3) and (4) apply.

(1) An amendment becomes effective on the date shown in the certificate of amendment and the articles are amended accordingly.

(2) No amendment to the articles affects an existing cause of action or claim or liability to prosecution in favour of or against the corporation or any of its directors or officers, or any civil, criminal or administrative action or proceeding to which a corporation or any of its directors or officers is a party.

(1) A corporation may, at any time, and shall when reasonably so directed by the Registrar, restate the articles of incorporation as amended.

(2) Restated articles of incorporation in prescribed form shall be sent to the Registrar.

(3) On receipt of restated articles of incorporation, the Registrar shall issue a restated certificate of incorporation in accordance with section 268.

(4) Restated articles of incorporation are effective on the date shown in the restated certificate of incorporation and supersede the original articles of incorporation and all amendments to them.

(1) Each corporation proposing to amalgamate shall enter into an agreement setting out the terms and means of effecting the amalgamation and, in particular, setting out

(2) If shares of one of the amalgamating corporations are held by or on behalf of another of the amalgamating corporations, the amalgamation agreement shall provide for the cancellation of those shares when the amalgamation becomes effective without any repayment of capital in respect of those shares, and no provision shall be made in the agreement for the conversion of those shares into shares of the amalgamated corporation. SNWT 2009,c.12,s.1(2).

(1) The directors of each amalgamating corporation shall submit the amalgamation agreement for approval to a meeting of the holders of shares of the amalgamating corporation of which they are directors and, subject to subsection (4), to the holders of each class or series of those shares.

(2) A notice of a meeting of shareholders complying with section 136 shall be sent in accordance with that section to each shareholder of each amalgamating corporation and shall

(3) Each share of an amalgamating corporation carries the right to vote in respect of an amalgamation whether or not it otherwise carries the right to vote.

(4) The holders of shares of a class or series of shares of an amalgamating corporation are entitled to vote separately as a class or series in respect of an amalgamation if the amalgamation agreement contains a provision that, if contained in a proposed amendment to the articles, would entitle those holders to vote as a class or series under section 178.

(5) Subject to subsection (4), an amalgamation agreement is adopted when the shareholders of each amalgamating corporation have approved of the amalgamation by special resolution.

(6) An amalgamation agreement may provide that at any time before the issue of a certificate of amalgamation the agreement may be terminated by the directors of an amalgamating corporation, notwithstanding approval of the agreement by the shareholders of all or any of the amalgamating corporations.

(1) A holding corporation and one or more of its subsidiary corporations may amalgamate and continue as one corporation without complying with sections 184 and 185 if

(2) Two or more wholly-owned subsidiary corporations of the same holding body corporate may amalgamate and continue as one corporation without complying with sections 184 and 185 if

(1) Subject to subsection 185(6), after an amalgamation agreement has been adopted under section 185 or an amalgamation has been approved under section 186, articles of amalgamation in prescribed form and the prescribed fees shall be sent to the Registrar together with the documents required by sections 19 and 107 and, if the name of the amalgamated corporation is not the same as that of one of the amalgamating corporations, the prescribed documents relating to corporate names.

(2) The articles of amalgamation shall have attached to them the amalgamation agreement, if any, and a statutory declaration of a director or officer of each amalgamating corporation that establishes to the satisfaction of the Registrar that

(3) For the purposes of subsection (2), adequate notice is given if

(4) On receipt of articles of amalgamation and the other documents required by subsections (1) and (2) together with of the prescribed fees, the Registrar shall issue a certificate of amalgamation in accordance with section 268. SNWT 2005,c.14,s.2(2).

(1) A corporation may amalgamate with an extra- territorial corporation and continue as one corporation under this Act if

(2) Where a corporation and an extra-territorial corporation propose to amalgamate and one is the wholly-owned subsidiary of the other, the corporation and the extra-territorial corporation shall enter into an amalgamation agreement setting out the terms and means of effecting the amalgamation and, in particular,

(3) An amalgamation under this section is adopted when

(4) An amalgamation agreement under this section may provide that at any time before the issue of a certificate of amalgamation, the agreement may be terminated by the directors of the corporation or the directors or comparable governing body of the extra- territorial corporation, notwithstanding any previous approval of the agreement.

(5) Sections 187 and 188 apply to an amalgamation under this section as if both of the amalgamating bodies corporate were corporations except that the notice referred to in paragraph 187(3)(b) shall also be published or distributed in each jurisdiction outside Canada where either body corporate carries on business.

(1) An extra-territorial corporation may, if so authorized by the laws of the jurisdiction where it is incorporated, apply to the Registrar for a certificate of continuance by sending the articles of continuance in the prescribed form together with the documents required by subsection 12(4) and sections 19 and 107.

(2) An extra-territorial corporation that applies for continuation under subsection (1) may, without so stating in its articles of continuance, effect by those articles any amendment of the extra-territorial corporation’s act of incorporation, articles, letters patent or memorandum or articles of association that a corporation incorporated under this Act would be able to effect by way of amendment to its articles.

(3) The Registrar shall issue a certificate of continuance in accordance with section 268 on receipt of articles of continuance, the documents required by subsection (1), the prescribed fees and, where the extra-territorial corporation is in default of filing any document or fulfilling any undertaking under this Act, the documents necessary to remedy the default or fulfil the undertaking.

(4) On the date shown in the certificate of continuance

(5) Where articles of continuance effect a change or amendment of a kind referred to in subsection 176(1), a shareholder who is dissatisfied with the change or amendment may, within two years from the day shown in the certificate of continuance, apply to the Court for an order under section 243 but is not entitled at any time to dissent under section 193 in respect of that change or amendment.

(6) The Registrar shall without delay 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-territorial corporation is continued as a corporation under this Act,

(8) A share of an extra-territorial corporation issued before the extra-territorial 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, 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 he or she claims under, or relieve him or her of any liability in respect of, an issued share.

(9) Notwithstanding subsection 25(1), if a corporation continued under this Act had, before it was so continued, issued a share certificate in registered form that is convertible to a share certificate in favour of bearer, the corporation may, if a holder of such a share certificate exercises the conversion privilege attached to it, issue a share certificate in favour of bearer for the same number of shares to the holder.

(10) For the purposes of subsections (8) and (9), "share" includes an instrument referred to in subsection 31(1), a share warrant or a like instrument.

(11) Where the Registrar determines on the application of a 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 subsection 25(1), permit the 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. SNWT 2009,c.12,s.1(4); SNWT 2009,c.14, s.106(11); SNWT 2014,c.31,s.2(5).

(1) Subject to subsection (9), a corporation may,

apply to the appropriate official or public body of another jurisdiction requesting that the corporation be continued as if it had been incorporated under the laws of that other jurisdiction.

(2) A notice of a meeting of shareholders complying with section 136 shall be sent in accordance with that section to each shareholder and shall state that a dissenting shareholder is entitled to be paid the fair value of his or her shares in accordance with section 193, but failure to make that statement does not invalidate a discontinuance under this Act.

(3) Each share of the corporation carries the right to vote in respect of a continuance whether or not it otherwise carries the right to vote.

(4) An application for continuance becomes authorized when the shareholders voting on it have approved of the continuance by a special resolution.

(5) The directors of a corporation may, if authorized by the shareholders at the time of approving an application for continuance under this section, abandon the application without further approval of the shareholders.

(6) On receipt of notice satisfactory to the Registrar that the corporation has been continued under the laws of another jurisdiction, the Registrar shall file the notice and issue a certificate of discontinuance in accordance with section 268.

(7) For the purposes of section 268, a notice referred to in subsection (6) is deemed to be articles that are in the prescribed form.

(8) On the date shown in the certificate of discontinuance, this Act, other than Part XXI, ceases to apply to the corporation.

(9) A corporation shall not apply to be continued as a body corporate under the laws of another jurisdiction unless those laws provide in effect that

SNWT 2014,c.31,s.2(8).

(1) A sale, lease or exchange of all or substantially all the property of a corporation other than in the ordinary course of business of the corporation requires the approval of the shareholders in accordance with subsections (2) to (6).

(2) A notice of meeting of shareholders complying with section 136 shall be sent in accordance with that section to each shareholder and shall

(3) At the meeting referred to in subsection (2) the shareholders may authorize the sale, lease or exchange and may fix or authorize the directors to fix any of its terms and conditions.

(4) Each share of the corporation carries the right to vote in respect of a sale, lease or exchange referred to in subsection (1) whether or not it otherwise carries the right to vote.

(5) The holders of shares of a class or series of shares of the corporation are entitled to vote separately as a class or series in respect of a sale, lease or exchange referred to in subsection (1) only if that class or series is affected by the sale, lease or exchange in a manner different from the shares of another class or series.

(6) A sale, lease or exchange referred to in subsection (1) is adopted when the holders of each class or series entitled to vote on it have approved of the sale, lease or exchange by a special resolution.

(7) The directors of a corporation may, if authorized by the shareholders approving a proposed sale, lease or exchange, and subject to the rights of third parties, abandon the sale, lease or exchange without further approval of the shareholders.

(1) Subject to sections 194 and 243, a holder of shares of any class of a corporation may dissent if the corporation resolves to

(2) A holder of shares may dissent where the corporation resolves to amend the articles in a manner described in section 178 if

(3) In addition to any other right he or she may have, but subject to subsection (20), a shareholder entitled to dissent under this section and who complies with this section is entitled to be paid by the corporation the fair value of the shares held by him or her in respect of which he or she dissents, determined as of the close of business on the last business day before the day on which the resolution from which he or she dissents was adopted.

(4) A dissenting shareholder may only claim under this section with respect to all the shares of a class held by him or her or on behalf of any one beneficial owner and registered in the name of the dissenting shareholder.

(5) A dissenting shareholder shall send to the corporation a written objection to a resolution referred to in subsection (1) or (2)

(6) After the adoption of a resolution referred to in subsection (1) or (2), an application may be made to the Court

to fix, in accordance with subsection (3), the fair value of the shares of a shareholder who dissents under this section.

(7) If an application is made under subsection (6), the corporation shall, unless the Court otherwise orders, send to each dissenting shareholder a written offer to pay him or her an amount considered by the directors to be the fair value of the shares.

(8) Unless the Court otherwise orders, an offer referred to in subsection (7) shall be sent to each dissenting shareholder

(9) Every offer made under subsection (7) shall

(10) A dissenting shareholder may make an agreement with the corporation for the purchase of his or her shares by the corporation, in the amount of the corporation’s offer under subsection (7) or otherwise, at any time before the Court pronounces an order fixing the fair value of the shares.

(11) A dissenting shareholder

(12) The Court may give directions in connection with an application under subsection (6) for

(13) On an application under subsection (6), the Court shall make an order

(14) On

whichever first occurs, the shareholder ceases to have any rights as a shareholder other than the right to be paid the fair value of his or her shares in the amount agreed to between the corporation and the shareholder or in the amount of the judgment, as the case may be.

(15) Paragraph (14)(a) does not apply to a shareholder referred to in paragraph (5)(b).

(16) Until one of the events referred to in subsection (14) occurs,

and in either event proceedings under this section shall be discontinued.

(17) The Court may in its discretion allow a reasonable rate of interest on the amount payable to each dissenting shareholder, from the date on which the shareholder ceases to have any rights as a shareholder by reason of subsection (14) until the date of payment.

(18) If subsection (20) applies, the corporation shall, within 10 days after

notify each dissenting shareholder that it is unable lawfully to pay dissenting shareholders for their shares.

(19) Notwithstanding the giving of a judgment in favour of a dissenting shareholder under paragraph (13)(b), the dissenting shareholder may, if subsection (20) applies, by written notice delivered to the corporation within 30 days after receiving the notice under subsection (18), withdraw his or her notice of objection, in which case the corporation is deemed to consent to the withdrawal and the shareholder is reinstated to his or her full rights as a shareholder, failing which he or she retains a status as a claimant against the corporation, to be paid as soon as the corporation is lawfully able to do so or, in a liquidation, to be ranked subordinate to the rights of creditors of the corporation but in priority to its shareholders.

(20) A corporation shall not make a payment to a dissenting shareholder under this section if there are reasonable grounds for believing that

SNWT 2009,c.12,s.1(4).

(1) In this section, "order for reorganization" means an order of the Court

(2) Where a corporation is subject to an order for reorganization, its articles may, subject to section 12, be amended by the order to effect any change that might lawfully be made by an amendment under section 176.

(3) On making an order for reorganization, the Court may also

(4) Where the Court makes an order for reorganization that includes a direction that the articles of a corporation be amended, articles of reorganization in prescribed form shall be sent to the Registrar together with a certified copy of the order and the documents required by sections 19 and 114, if applicable.

(5) On receipt of articles of reorganization, the Registrar shall issue a certificate of amendment in accordance with section 268.

(6) An order for reorganization becomes effective on the date shown in the certificate of amendment and the articles of incorporation are amended accordingly.

(7) A shareholder is not entitled to dissent under section 193 if an amendment to the articles of incorporation is effected under this section or section 243. SNWT 1998,c.5,s.4(10),(11).

(1) In this section, "arrangement" includes, but is not restricted to

(2) An application may be made to the Court by a corporation or a security holder or creditor of a corporation for an order approving an arrangement in respect of the corporation.

(3) If an arrangement can be effected under any other provision of this Act, an application may not be made under this section unless it is impracticable to effect the arrangement under that other provision.

(4) In connection with an application under this section, the Court, unless it dismisses the application,

(5) The notice of a meeting referred to in paragraph (4)(a) or (b) shall contain or be accompanied by

(6) An order made under subparagraph (4)(c)(iii) in respect of any meeting may not provide for any number of votes that is less than the following:

(7) Notwithstanding anything in subsections (4) to (6), if a resolution required to be voted on pursuant to the order under subsection (4) is in writing and signed by all the persons entitled to vote on the resolution,

(8) If the application is in respect of a distributing corporation, the applicant shall give the Registrar notice of the application and the Registrar is entitled to appear and be heard in person or by counsel.

(9) After the holding of the meetings required by an order under subsection (4) or the submission to it of written resolutions that comply with subsection (7), the Court shall hear the application and may, subject to section 12,

and make any other order it considers fit.

(10) After an order referred to in paragraph (9)(a) is made, the corporation shall send to the Registrar

(11) On receipt of documents referred to in paragraphs (10)(b) and (c), the Registrar shall issue a certificate of arrangement in accordance with section 268.

(12) An arrangement becomes effective on the date shown in the certificate issued pursuant to subsection (11).

(13) An arrangement as approved by the Court is binding on the corporation and all other persons.

(1) A take-over bid is deemed to be dated as of the day on which it is sent.

(2) If within the time limited in a take-over bid for its acceptance or within 120 days after the date of a take-over bid, whichever period is the shorter, the bid is accepted by the holders of not less than 90% of the shares of any class of shares to which the take-over bid relates, other than shares of that class held at the date of the take-over bid by or on behalf of the offeror or an affiliate or associate of the offeror, the offeror is entitled, on the bid being so accepted and on complying with this Part, to acquire the shares of that class held by the dissenting offerees.

(3) The rights of an offeror and offeree under this Part are subject to any unanimous shareholder agreement.

(1) Where the offerees holding more than 90% of the shares to which a take-over bid relates have accepted the take-over bid, an offeror may acquire shares held by a dissenting offeree by sending by registered mail within 60 days after the date of termination of the take-over bid and in any event within 180 days after the date of the take-over bid, an offeror’s notice to each dissenting offeree stating that

(2) On sending the offeror’s notice under subsection (1), the offeror shall concurrently send the offeree corporation a copy of the notice, constituting a demand under subsection 88(1) of the Securities Transfer Act that the offeree corporation not register a transfer with respect to each share held by a dissenting offeree. SNWT 2009,c.14,s.106(12).

(1) A dissenting offeree to whom an offeror’s notice is sent under subsection 198(1) shall, within 20 days after he or she receives that notice, send his or her share certificates of the class of shares to which the take-over bid relates to the offeree corporation.

(2) Within 20 days after the offeror sends an offeror’s notice under subsection 198(1), the offeror shall pay or transfer to the offeree corporation the amount of money or other consideration that the offeror would have had to pay or transfer to a dissenting offeree if the dissenting offeree had elected to accept the take-over bid under subparagraph 198(1)(c)(i).

(1) The offeree corporation is deemed to hold the money or other consideration it receives under subsection 199(2) in trust for the dissenting offerees, and the offeree corporation shall deposit the money in a separate account in a bank or other body corporate any of whose deposits are insured by the Canada Deposit Insurance Corporation or guaranteed by the Quebec Deposit Insurance Board, and shall place any other consideration in the custody of a bank or such other body corporate.

(2) Within 30 days after the offeror sends an offeror’s notice under subsection 198(1), the offeree corporation shall, if the offeror has paid or transferred to the offeree corporation the money or other consideration referred to in subsection 199(2),

SNWT 2014,c.31,s.2(5).

(1) Where a dissenting offeree elects to demand payment of the fair value of his or her shares under subparagraph 198(1)(c)(ii), the offeror may, within 20 days after the offeror has paid the money or transferred the other consideration under subsection 199(2), apply to the Court to fix the fair value of the shares of that dissenting offeree.

(2) Where an offeror fails to apply to the Court under subsection (1), a dissenting offeree may apply to the Court for the same purpose within a further period of 20 days.

(3) Where no application is made to the Court under subsection (2) within the time provided for in that subsection, a dissenting offeree is deemed to have elected to transfer his shares to the offeror on the same terms that the offeror acquired the shares from the offerees who accepted the take-over bid.

(1) In connection with proceedings under this Part, the Court may make any order it considers fit and, without limiting the generality of the foregoing, it may

(2) Subsections 229(3) to (5) apply in respect of money paid to the Minister of Finance in accordance with an order under paragraph (1)(d).

(1) Where the take-over bid is an offer by a corporation to repurchase its own shares, subsection 198(2) does not apply, and subsection 199(2) does not apply, but the corporation shall comply with subsection 200(1) within 20 days after it sends an offeror’s notice under subsection 198(1).

(2) If the take-over bid is an offer by a corporation to repurchase its own shares and the corporation is prohibited by section 35

the corporation shall re-issue to the dissenting offeree the shares for which the corporation is not allowed to pay and the dissenting offeree is reinstated to his or her full rights as a shareholder.

(3) Any money or consideration deposited or placed under subsection 200(1) in respect of shares that the corporation re-issues pursuant to subsection (2), may be used by the corporation for its own benefit.

(1) Any proceedings taken under this Part to dissolve or to liquidate and dissolve a corporation shall be stayed if the corporation is at any time found to be insolvent within the meaning of the Bankruptcy and Insolvency Act (Canada).

(2) Subsection (1) applies only to a voluntary dissolution or liquidation and dissolution under this Part.

(3) Repealed, SNWT 2004,c.11,s.1(3).

(1) If a corporation is dissolved under this Part, any interested person may apply to the Registrar to have the corporation revived.

(2) Articles of revival in prescribed form and prescribed documents relating to corporate names shall, unless otherwise agreed by the Registrar, be sent to the Registrar.

(3) On receipt of articles of revival and the documents referred to in subsection (2), the Registrar shall issue a certificate of revival in accordance with section 268.

(4) A corporation is revived on the date shown in the certificate of revival and, subject to any reasonable terms that the Registrar may impose and to rights acquired by any person prior to the revival, the corporation is deemed to have continued in existence as if it had not been dissolved.

(1) Any interested person may apply to the Court for an order reviving

(2) An applicant under subsection (1) shall give notice of the application to the Registrar and the Registrar is entitled to appear and be heard in person or by counsel.

(3) An order under subsection (1) may revive the body corporate

and the order shall state that the revival remains in effect for a specific time limited by the order.

(4) In an order under subsection (1), the Court may

(5) Where a person seeks the approval of the Registrar under paragraph (4)(d), he or she shall send to the Registrar the prescribed documents relating to corporate names.

(6) Notwithstanding the repeal of the Companies Act, but subject to paragraph (4)(c) of this section, the Companies Act as it read immediately before its repeal applies to a body corporate revived under this section.

(7) A body corporate revived by an order under this section is dissolved on the expiration of the time limited by the order unless it is sooner continued as a corporation under this Act.

(8) If an order is made under this section, the applicant shall without delay send a certified copy of the order to the Registrar who shall file it and restore the body corporate to the register under the Companies Act.

(9) A body corporate is revived on the making of an order under this section and, subject to the terms imposed by the order and to rights acquired by any person prior to the revival, the body corporate is deemed to have continued in existence as if it had not been dissolved. SNWT 2004,c.11,s.1(4),(5); SNWT 2009,c.12,s.1(7); SNWT 2014,c.31,s.2(5).

(1) A corporation that has not issued any shares and that has no property and no liabilities may be dissolved at any time by resolution of all the directors.

(2) A corporation that has no property and no liabilities may be dissolved by special resolution of the shareholders or, if it has issued more than one class of shares, by special resolutions of the holders of each class whether or not they are otherwise entitled to vote.

(3) A corporation that has property or liabilities or both may be dissolved by special resolution of the shareholders or, if it has issued more than one class of shares, by special resolutions of the holders of each class whether or not they are otherwise entitled to vote, if

(4) Articles of dissolution in prescribed form shall be sent to the Registrar.

(5) On receipt of articles of dissolution, the Registrar shall issue a certificate of dissolution in accordance with section 268.

(6) The corporation ceases to exist on the date shown in the certificate of dissolution.

(1) The directors may propose, or a shareholder who is entitled to vote at an annual meeting of shareholders may, in accordance with section 138, make a proposal for the voluntary liquidation and dissolution of a corporation.

(2) Notice of any meeting of shareholders at which voluntary liquidation and dissolution is to be proposed shall set out the terms of the liquidation and dissolution.

(3) A corporation may liquidate and dissolve by special resolution of the shareholders or, if the corporation has issued more than one class of shares, by special resolution of the holders of each class whether or not they are otherwise entitled to vote.

(4) A statement of intent to dissolve in prescribed form shall be sent to the Registrar.

(5) On receipt of a statement of intent to dissolve, the Registrar shall issue a certificate of intent to dissolve in accordance with section 268.

(6) On issue of a certificate of intent to dissolve, the corporation shall cease to carry on business except to the extent necessary for the liquidation, but its corporate existence continues until the Registrar issues a certificate of dissolution.

(7) After issue of a certificate of intent to dissolve, the corporation shall

(8) The Registrar or any interested person may, at any time during the liquidation of a corporation, apply to the Court for an order that the liquidation be continued under the supervision of the Court as provided in this Part, and on the application the Court may so order and make any further order it considers fit.

(9) An applicant under this section shall give the Registrar notice of the application, and the Registrar is entitled to appear and be heard in person or by counsel.

(10) At any time after the issue of a certificate of intent to dissolve and before the issue of a certificate of dissolution, a certificate of intent to dissolve may be revoked by sending to the Registrar a statement of revocation of intent to dissolve in prescribed form and approved in the same manner as the resolution under subsection (3).

(11) On receipt of a statement of revocation of intent to dissolve, the Registrar shall issue a certificate of revocation of intent to dissolve in accordance with section 268.

(12) On the date shown in the certificate of revocation of intent to dissolve, the revocation is effective and the corporation may continue to carry on business.

(13) If a certificate of intent to dissolve has not been revoked and the corporation has complied with subsection (7), the corporation shall prepare articles of dissolution in the prescribed form and send them to the Registrar.

(14) On receipt of the articles of dissolution under subsection (13), the Registrar shall issue a certificate of dissolution in accordance with section 268.

(15) The corporation ceases to exist on the date shown in the certificate of dissolution. SNWT 2014,c.31,s.2(5).

(1) The Registrar may dissolve a corporation under this section or apply to the Court for an order to dissolve a corporation where

(2) The Registrar shall not dissolve a corporation under this section for a reason set out in paragraph (1)(a), (c), (e) or (f) until he or she has

(3) The Registrar shall not dissolve a corporation under this section for a reason set out in paragraph (1)(b) until he or she has

(4) The Registrar shall not dissolve a corporation under this section for a reason set out in paragraph (1)(d), until the Registrar has

(5) Where the corporation does not have a registered office address and does not have any directors according to the most recent notice filed under section 114, the Registrar may dissolve the corporation on the expiry of 60 days after he or she has published notice of the intention to dissolve the corporation in the Northwest Territories Gazette.

(6) Unless cause to the contrary has been shown or an order has been made by the Court under section 248, the Registrar may, after expiry of the period referred to in subsection (2), (3), (4) or (5), issue a certificate of dissolution and publish notice of the dissolution in the Northwest Territories Gazette.

(7) The corporation ceases to exist on the date shown in the certificate of dissolution. SNWT 2009,c.12,s.1(8).

(1) The Registrar or any interested person may apply to the Court for an order to dissolve a corporation if the corporation has

(2) An applicant under this section shall give the Registrar notice of the application, and the Registrar is entitled to appear and be heard in person or by counsel.

(3) On an application under this section or section 214, the Court may order that the corporation be dissolved or that the corporation be liquidated and dissolved under the supervision of the Court, and the Court may make any other order it considers fit.

(4) On receipt of an order under this section, section 214 or section 216, the Registrar shall

(5) The corporation ceases to exist on the date shown in the certificate of dissolution. SNWT 2009,c.12,s.1(8); SNWT 2014,c.10,s.3(3).

(1) The Court may order the liquidation and dissolution of a corporation or any of its affiliated corporations on the application of a shareholder,

(2) On an application under this section, the Court may make any order under this section or section 243 it considers fit.

(3) Section 244 applies to an application under this section.

(1) An application to the Court to supervise a voluntary liquidation and dissolution under subsection 213(8) shall state the reasons, verified by an affidavit of the applicant, why the Court should supervise the liquidation and dissolution.

(2) Where the Court makes an order under subsection 213(8), the liquidation and dissolution of the corporation shall continue under the supervision of the Court in accordance with this Act.

(1) An application to the Court under subsection 216(1) shall state the reasons, verified by an affidavit of the applicant, why the corporation should be liquidated and dissolved.

(2) On an application under subsection 216(1), the Court may make an order requiring the corporation and any person having an interest in the corporation or a claim against it to show cause, at a time and place specified in the order but not less than 30 days after the date of the order, why the corporation should not be liquidated and dissolved.

(3) On an application under subsection 216(1), the Court may order the directors and officers of the corporation to provide to the Court all material information known to or reasonably ascertainable by them, including

(4) A copy of an order made under subsection (2) shall be

(5) Publication and service of an order under this section shall be effected by the corporation or by any other person and in any manner the Court may order. SNWT 2014,c.31,s.2(2).

(1) If the Court makes an order for liquidation of a corporation,

(2) The liquidator may delegate any of the powers vested in him or her by paragraph (1)(b) to the directors or shareholders.

(1) When making an order for the liquidation of a corporation or at any later time, the Court may appoint any person, including a director, an officer or a shareholder of the corporation or any other body corporate, as liquidator of the corporation.

(2) Where an order for the liquidation of a corporation has been made and the office of liquidator is or becomes vacant, the property of the corporation is under the control of the Court until the office of liquidator is filled.

(1) A liquidator may

(2) A liquidator is not liable if he or she relies in good faith on

(3) If a liquidator has reason to believe that any person has in his or her possession or under his or her control, or has concealed, withheld or misappropriated any property of the corporation, the liquidator may apply to the Court for an order requiring that person to appear before the Court at the time and place designated in the order to be examined.

(4) If the examination referred to in subsection (3) discloses that a person has in his or her possession or under his or her control or has concealed, withheld or misappropriated property of the corporation, the Court may order that person to restore it or to pay compensation to the liquidator.

(1) A liquidator shall pay the costs of liquidation out of the property of the corporation and shall pay or make adequate provision for all claims against the corporation.

(2) Within one year after his or her appointment, and after paying or making adequate provision for all claims against the corporation, the liquidator shall apply to the Court

(3) If a liquidator fails to make the application required by subsection (2), a shareholder or creditor of the corporation may apply to the Court for an order for the liquidator to show cause why a final accounting and distribution should not be made.

(4) A liquidator shall give notice of his or her intention to make an application under subsection (2) to the Registrar, each inspector appointed under section 219, each shareholder, each creditor known to him or her and any person who provided a security or fidelity bond for the liquidation.

(5) If the Court approves the final accounts rendered by a liquidator, the Court shall make an order

(6) The liquidator shall without delay send a certified copy of the order referred to in subsection (5) to the Registrar.

(7) On receipt of the order referred to in subsection (5), the Registrar shall issue a certificate of dissolution and publish notice of the issuance of the certificate in the Northwest Territories Gazette.

(8) The corporation ceases to exist on the date shown in the certificate of dissolution. SNWT 2009,c.12,s.1(8); SNWT 2014,c.31,s.2(5).

(1) If in the course of liquidation of a corporation, the shareholders resolve or the liquidator proposes to

a shareholder may apply to the Court for an order requiring the distribution of the property of the corporation to be in money.

(2) On an application under subsection (1), the Court may order that

(1) A person who has been granted custody of the documents and records of a dissolved corporation remains liable to produce those documents and records for six years following the date of the corporation’s dissolution or until the expiry of any shorter period that may be ordered under subsection 225(5).

(2) A person who contravenes subsection (1) without reasonable cause is guilty of an offence and liable on summary conviction to a fine not exceeding $10,000 or to imprisonment for a term not exceeding six months or to both.

(1) In this section, "shareholder" includes the legal representative of a shareholder.

(2) Notwithstanding the dissolution of a body corporate under this Act,

(3) Service of a document on a corporation after its dissolution may be effected by serving the document on a person shown in the last notice filed under section 107 or 114.

(4) Notwithstanding the dissolution of a body corporate under this Act, a shareholder to whom any of its property has been distributed in the liquidation is liable to any person claiming under subsection (2) to the extent of the amount received by that shareholder on the distribution, and an action to enforce that liability may be brought within two years after the date of the dissolution of the body corporate.

(5) The Court may order an action referred to in subsection (4) to be brought against the persons who were shareholders as a class, subject to any conditions the Court considers fit and, if the plaintiff establishes his or her claim, the Court may refer the proceedings to a referee or other officer of the Court.

(6) The referee or other officer of the Court may

(1) On the dissolution of a body corporate under this Act, the portion of the property distributable to a creditor or shareholder who cannot be found shall be converted into money and paid to the Minister of Finance for deposit in the Consolidated Revenue Fund.

(2) A payment under subsection (1) is deemed to be in satisfaction of a debt or claim of the creditor or shareholder.

(3) If at any time a person establishes that he or she is entitled to any money paid to the Minister of Finance under this Act, the Minister of Finance shall pay an equivalent amount to him or her out of the Consolidated Revenue Fund.

(4) No interest is payable by the Government of the Northwest Territories in respect of money deposited in the Consolidated Revenue Fund under subsection (1).

(5) No claim may be made in respect of money deposited in the Consolidated Revenue Fund pursuant to subsection (1) after 10 years have elapsed from the day on which the money was deposited in the Fund. SNWT 2018,c.18,s.4(2); SNWT 2020,c.14,s.1.

(1) Subject to subsection 228(2) and section 229, property of a body corporate that has not been disposed of at the date of its dissolution under this Act vests in the Government of the Northwest Territories.

(2) If a body corporate is revived as a corporation under section 210 or 211, any property, other than money that vested in the Government of the Northwest Territories pursuant to subsection (1), that has not been disposed of shall be returned to the corporation and there shall be paid to the corporation out of the Consolidated Revenue Fund

(3) Where property of a body corporate other than money vests in the Government of the Northwest Territories pursuant to subsection (1), and one or more necessary steps to transfer title to that property have not been completed by the date on which it is to be returned to a corporation pursuant to subsection (2), the property is deemed to have not vested in the Government of the Northwest Territories to the extent that these steps have not been completed.

(4) A corporation to which property is returned under subsection (2) shall pay all reasonable costs associated with the vesting of the property in the Government of the Northwest Territories and with the return of the property to the corporation. SNWT 2009,c.12,s.1(6).

(1) A security holder may apply to the Court, ex parte or on such notice as the Court may require, for an order directing an investigation to be made of the corporation and any of its affiliated corporations.

(2) The Court may, on an application under subsection (1), order an investigation to be made of a corporation and any of its affiliated corporations where the Court considers that there are sufficient grounds to conduct such an investigation to determine whether

(3) An applicant under this section or section 233 is not required to give security for costs.

(4) An application under this section or section 233 shall be heard in private unless the Court otherwise orders.

(5) No person may publish anything relating to proceedings under this section or section 233 except with the authorization of the Court or the written consent of the corporation being investigated.

(6) Documents in the possession of the Court relating to an application under this section or section 233 are confidential unless the Court orders otherwise.

(7) Subsections (5) and (6) do not apply to an order of the Court under this section or section 233. SNWT 2010,c.16,Sch.A,s.5(4).

(1) On an application under section 232 or on a subsequent application, the Court may make any order it considers fit including, without limiting the generality of the foregoing,

(2) Unless the Court otherwise orders, an inspector shall send a copy of his or her report to the corporation and to the Registrar.

(3) Unless the Court orders otherwise the corporation shall pay the costs of the investigation.

(4) An interested person may apply to the Court for directions on any matter arising in the investigation.

(1) An inspector under this Part has the powers set out in the order of appointment.

(2) In addition to the powers set out in the order appointing him or her, an inspector appointed to investigate a corporation may provide to, or exchange information and otherwise cooperate with, any public official in Canada or elsewhere who is authorized to exercise investigatory powers and who is investigating, in respect of the corporation, any allegation of improper conduct that is the same as or similar to the conduct described in subsection 232(2).

(3) An inspector shall, on request, produce to an interested person a copy of any order made under section 232 or subsection 233(1). SNWT 2014, c.31,s.2(2).

(1) An interested person may apply to the Court for

(2) A person whose conduct is being investigated or who is being examined at a hearing conducted by an inspector under this Part has a right to be represented by counsel. SNWT 2010,c.16,Sch.A,s.5(4).

(1) Subject to subsection (2), a complainant may apply to the Court for leave to

(2) No leave may be granted under subsection (1) unless the Court is satisfied that

(1) A complainant may apply to the Court for an order under this section.

(2) If, on an application under subsection (1), the Court is satisfied that in respect of a corporation or any of its affiliates

that is oppressive or unfairly prejudicial to or that unfairly disregards the interests of any security holder, creditor, director or officer, the Court may make an order to rectify the matters complained of.

(3) In connection with an application under this section, the Court may make any interim or final order it considers fit including, without limiting the generality of the foregoing,

(4) This section does not confer on the Court power to revoke a certificate of amalgamation.

(5) If an order made under this section directs an amendment of the articles or bylaws of a corporation, no other amendment to the articles or bylaws shall be made without the consent of the Court, until the Court orders otherwise.

(6) If an order made under this section directs an amendment of the articles of a corporation, the directors shall comply with the requirements of subsection 194(4).

(7) A corporation shall not make a payment to a shareholder under paragraph (3)(g), (h) or (i) if there are reasonable grounds for believing that after the payment

(8) Repealed, SNWT 1998,c.5,s.4(13).

(9) An applicant under this section may, in the alternative, apply under section 216 for an order for the liquidation and dissolution of the corporation. SNWT 1998,c.5,s.4(12),(13); SNWT 2009,c.12, s.1(2).

(1) An application made or an action brought or intervened in under this Part shall not be stayed or dismissed by reason only that it is shown that an alleged breach of a right or duty owed to the corporation or its subsidiary has been or may be approved by the shareholders of the corporation or the subsidiary, but evidence of approval by the shareholders may be taken into account by the Court in making an order under section 216, 242 or 243.

(2) An application made or an action brought or intervened in under this Part shall not be stayed, discontinued, settled or dismissed for want of prosecution without the approval of the Court given on any terms the Court considers fit and, if the Court determines that the interests of any complainant may be substantially affected by the stay, discontinuance, settlement or dismissal, the Court may order any party to the application or action to give notice to the complainant.

(3) A complainant is not required to give security for costs in any application made or action brought or intervened in under this Part.

(4) In an application made or an action brought or intervened in under this Part, the Court may at any time order the corporation or its subsidiary to pay to the complainant interim costs, including legal fees and disbursements.

(5) The complainant may, on final disposition of the application or action, be held accountable for interim costs paid pursuant to an order under subsection (4).

(1) If the name of a person is alleged to be or to have been wrongly entered or retained in, or wrongly deleted or omitted from, the registers or other records of a corporation, the corporation, a security holder of the corporation or any aggrieved person may apply to the Court for an order that the registers or records be rectified.

(2) If the corporation is a distributing corporation, an applicant under this section shall file notice of the application with the Registrar and the Registrar is entitled to appear and be heard in person or by counsel.

(3) In connection with an application under this section, the Court may make any order it considers fit including, without limiting the generality of the foregoing,

(1) If the Registrar refuses to file any articles or other document required by this Act to be filed by him or her before the articles or other document become effective, the Registrar shall, within 20 days after he or she receives the articles or other document or within 20 days after he or she receives any approval that may be required under any other Act, whichever is the later, give written notice of his or her refusal to the person who sent the articles or document, giving reasons for the refusal.

(2) If the Registrar does not file or give written notice of his or her refusal to file any articles or document within the time limited in subsection (1), the Registrar is deemed for the purposes of section 248 to have refused to file the articles or document.

(1) A person who makes or assists in making a report, return, notice or other document required by this Act or the regulations to be sent to the Registrar or any other person that

is guilty of an offence and liable on summary conviction to a fine not exceeding $10,000 or to imprisonment for a term not exceeding six months or to both.

(2) Where a body corporate commits an offence under subsection (1), any director or officer of the body corporate who knowingly authorized, permitted or acquiesced in the commission of the offence is a party to and guilty of the offence and is liable on summary conviction to a fine not exceeding $20,000 or to imprisonment for a term not exceeding six months or to both, whether or not the body corporate has been prosecuted or convicted.

(3) No person is guilty of an offence under subsection (1) or (2) if the untrue statement or omission was unknown to him or her and in the exercise of reasonable diligence could not have been known to him or her.

(1) Where a person is found guilty of an offence under this Act or the regulations, the court in which proceedings in respect of the offence are taken may, in addition to any punishment it may impose, order that person to comply with the provisions of this Act or the regulations for the contravention of which he or she has been found guilty.

(2) A prosecution for an offence under this Act may be instituted at any time within, but not later than, two years from the time when the subject-matter of the complaint arose.

(3) No civil remedy for an act or omission is suspended or affected by reason that the act or omission is an offence under this Act.

(1) A notice or document required by this Act, the regulations, the articles or the bylaws to be sent to a shareholder or director of a corporation may be sent by prepaid mail addressed to, or may be delivered personally to,

(2) A director named in a notice sent by a corporation to the Registrar under section 107 or 114 and filed by the Registrar is presumed to be a director of the corporation referred to in the notice.

(3) A notice or document sent in accordance with subsection (1) to a shareholder or director of a corporation is deemed to be received by the shareholder or director at the time it would be delivered in the ordinary course of mail unless there are reasonable grounds for believing that the shareholder or director did not receive the notice or document at that time or at all.

(4) If a corporation sends a notice or document to a shareholder in accordance with subsection (1) and the notice or document is returned on three consecutive occasions because the shareholder cannot be found, the corporation is not required to send any further notices or documents to the shareholder until the shareholder informs the corporation in writing of his or her new address. SNWT 2009,c.12,s.1(2).

(1) Subject to section 20 and subsection 214(2), a notice or document required or permitted to be sent to or served on a corporation may be

as shown in the last notice filed under section 19.

(2) A notice or document sent by registered mail to the corporation in accordance with paragraph (1)(b) is deemed to be received or served at the time it would be delivered in the ordinary course of mail, unless there are reasonable grounds for believing that the corporation did not receive the notice or document at that time or at all.

(1) When this Act requires or authorizes the Registrar to issue a certificate or to certify any fact, the certificate shall be signed by the Registrar or by an individual authorized by the Registrar.

(2) A signature required on a certificate issued by the Registrar under this Act may be printed or otherwise mechanically reproduced on the certificate, or may be in accordance with the regulations made under paragraph 267(d).

(3) Except in an application brought by the Registrar under section 215 to dissolve a corporation, a certificate referred to in subsection (1) or a certified copy of it, when introduced as evidence in any civil, criminal or administrative action or proceeding, is conclusive proof of the facts so certified without proof of the signature or official character of the person appearing to have signed the certificate.

(1) A certificate issued on behalf of a corporation stating any fact that is set out in the articles, the bylaws, a unanimous shareholder agreement, the minutes of the meetings of the directors, a committee of directors or the shareholders, or in a trust indenture or other contract to which the corporation is a party, may be signed by a director, an officer or a transfer agent of the corporation.

(2) When introduced as evidence in any civil, criminal or administrative action or proceeding,

is, in the absence of evidence to the contrary, proof of the facts so certified without proof of the signature or official character of the person appearing to have signed the certificate.

(3) An entry in a securities register of a corporation, or a security certificate issued by a corporation, is, in the absence of evidence to the contrary, proof that the person in whose name the security is registered is owner of the securities described in the register or in the certificate. SNWT 2009,c.12,s.1(2).

(1) Where a notice or document is required under this Act to be filed with or sent to the Registrar, the Registrar may accept a photocopied or photographic copy of the notice or document.

(2) A corporation or extra-territorial corporation shall provide to the Registrar on request an additional copy in legible written form of any document previously sent to the Registrar pursuant to this Act or to a regulation under this Act. SNWT 2004, c.11, s.1(6).

(1) Notices and documents that are sent to or issued by the Registrar pursuant to this Act may, in the prescribed circumstances, be sent or issued in electronic or other form in any manner specified by the Registrar.

(2) For the purposes of this Act, any notice or document that is sent or issued in accordance with subsection (1) is deemed to have been received at the time and date provided by the regulations.