PLEASE NOTE
This document, prepared by the Legislative Counl Office, is an office consolidation of this Act, current to November 1, 2003. It is intended for information and reference purpos only.
This document is not the official version of the Act. The Act and the amendments as printed under the authority of the Queen’s Printer for the province should be consulted to determine the authoritative statement of the law.
For more information concerning the history of this Act, plea e the Table of Public Acts.
If you find any errors or omissions in this consolidation, plea contact:
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Tel: (902) 368-4291
Email: legislation@gov.pe.ca
CHAPTER C-14
COMPANIES ACT
1. In this Act Definitions
(a) “company” means a company incorporated by letters patent under this Act;
company
(b) “Director” means the Director of Corporations appointed under
ction 2;
Director (c) “letters patent” means the letters patent incorporating a company
for any purpo contemplated by this Act;
letters patent (d) “Minister” means the Attorney General; Minister
(e) “private company” means a company as to which by special Act, letters patent, or supplementary letters patent
private company
(i) the right to transfer its shares is restricted,
(ii) the number of its shareholders, exclusive of persons who are
in the employ of the company, is limited to fifty, two or more
persons holding one or more shares jointly being counted as a
single shareholder,
(iii) an invitation to the public to subscribe for any shares,
debentures or debenture stock of the company is prohibited;
(f) “public company” means a company not being a private company;
public company
(g) “real estate” or “land” includes all immovable real property of
every kind; real estate or land
(h) “shareholder” means every subscriber to, or holder of stock in the company, and extends to and includes the personal
reprentatives of the shareholders;
shareholder
(i) “supplementary letters patent” means any letters patent granted for the increasing or reducing of the capital stock of a company, or extending the powers of the company to other objects or purpos;
supplementary
letters patent
接地装置是什么(j) “undertaking” means the whole of the works and business of every kind which the company is authorized to carry on. R.S.P.E.I.
1974, Cap. C-15, s.1; 1984, c.14, s.1; 1993, c.29, s.4; 1997, c.20,鬼楼
s.3; 2000,c.5,s.3.
undertaking
1.1 For the purpos of this Act
Affiliated, subsidiary and holding bodies corporate (a) one body corporate is affiliated with another body corporate if
one of them is the subsidiary of the other or both are subsidiaries of
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2 Cap. C-14 Companies Act
the same body corporate or each of them is controlled by the same
person;
(b) if two bodies corporate are affiliated with the same body
corporate at the same time, they are deemed to be affiliated with
each other;
(c) a body corporate is controlled by a person or by two or more
bodies corporate if
(i) shares of the body corporate to which are attached more than
fifty per cent of the votes that may be cast to elect directors of the
body corporate are held, other than by way of curity only, by or
for the benefit of that person or by or for the benefit of tho
bodies corporate, and
(ii) the votes attached to tho shares are sufficient, if exercid,
to elect a majority of the directors of the body corporate;
(d) a body corporate is the holding body corporate of another if that
other body corporate is its subsidiary;
(e) a body corporate is a subsidiary of another body corporate if
(i) it is controlled by
(A) that other body corporate,
(B) that other body corporate and one or more bodies
corporate, each of which is controlled by that other body
corporate, or
(C) two or more bodies corporate, each of which is controlled
by that other body corporate, or
质量奖(ii) it is a subsidiary of a body corporate that is a subsidiary of
that other body corporate. 2003,c.33,s.1.
PART I
2. There shall be a Director of Corporations appointed pursuant to the Civil Service Act R.S.P.E.I. 1988, Cap. C-8 who shall carry out such
functions as may be conferred on him by this or any other Act. 1984,
c.14, s.2.
Director of
Corporations 2.1 Where the signature of the Director or the Minister is required on any
letters patent, certificate or other document issued under this Act, the
signature may be printed, stamped or otherwi mechanically reproduced
thereon. 1994, c.48, s.6.
Signatures 3. The provisions of this Act relating to matters preliminary to the issue
of letters patent or supplementary letters patent are directory only, and no
letters patent or supplementary letters patent issued under this Act are
void or voidable on account of any irregularity or insufficiency in respect
of any matter preliminary to the issue thereof. 1984, c.14, s.2. Irregularity preliminary to issue of letters patent
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李慧伦
Companies Act Cap.
C-14
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4. The Minister may, by letters patent, grant a charter to one or more persons who apply therefor, constituting that person and others who may become shareholders in the company thereby created, a body corporate and politic for any purpos or objects to which the legislative authority of the Legislature extends, except trust companies and insurance companies. 1984, c.14, s.2. Power to grant charter by letters patent
5. The Lieutenant Governor in Council may designate the al of office
to be ud by the Minister as the al under which letters patent may be granted. 1984, c.14, s.2.
Seal
6. The applicants for letters patent, who must be of full age, shall file in the office of the Director an application tting forth the following particulars: Application, details of
(a) the propod corporate name of the company, the last word of which shall be the word “Limited”, “Limitée”, “Incorporated”, “Incorporée” or “Corporation” or the abbreviation “Ltd.”, “Ltée.”, “Inc.” or “Corp.”;
(b) whether the company is a private company or a public company;
(c) the purpos for which its incorporation is sought;
(d) the place within the province where the registered office is to be situated;
(e) the propod amount of its capital stock;
(f) the number of shares and the amount of each share; and in the ca of shares without nominal or
par value, the maximum aggregate amount for which such shares may be issued or allotted except where all such shares are stated in the application to be issued or allotted for a consideration other than cash, in which ca the total value of such consideration shall be stated;
(g) where the shares are to be of more than one class, the special rights, preferences, restrictions, conditions and limitations attaching to each class of shares;
(h) the name in full and the address and calling of each of the applicants, with special mention of the names of tho who are to be the first or provisional directors of the company;
(i) the names and address of the beneficial owners of the shares in the company and the proportion of the total number of shares to be subscribed by each beneficial owner. 1984, c.14, s.2.
7. (1) The application shall be in the form prescribed by regulations, and may ask to have embodied in the letters patent any provision that could under this Act be contained in a bylaw of the company, which provision so embodied shall not, unless power is given therefor in the letters patent or supplementary letters patent, be subject to repeal or alteration by bylaw. Entrenched provision
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4 Cap. C-14 Companies Act
(2) Any similar provision that is embodied in any supplementary
letters patent shall not, unless power is given therefor in the
supplementary letters patent, be subject to repeal or alteration by bylaw.
1984, c.14, s.2.
Idem 8. (1) The signatures of the applicants shall be witnesd.
Signatures witnesd (2) The application may be executed by the attorneys of the applicants人生经历
duly authorized in writing.
Execution by attorneys (3) The application shall be accompanied by a statement given by a
practising attorney in the province to the effect that, in his opinion, the
provisions of this Act relating to the application have been complied
with. 1984, c.14, s.2.
Attorney's statement 9. (1) Before the letters patent are issued the applicants shall establish to
the satisfaction of the Director the sufficiency of their application and the
truth and sufficiency of the facts therein t forth, and that the propod
name is not the name of any other known corporation or association,
incorporated or unincorporated, or of any syndicate or partnership or of
any individual or any name under which any known business is being
carried on or so nearly rembling the same as to be liable to be confud
therewith, or otherwi on public grounds objectionable.
Matters to be shown before issue of letters patent (2) Proof of any matter that may be necessary to be made under this残联主席
Act may be by affidavit sworn before the Director or before any justice
of the peace, notary public or commissioner for taking affidavits. 1984,
c.14, s.2.
Proof 10. (1) The letters patent shall recite such of the established averments in
the application as em expedient to the Director.
Contents of letters patent (2) The Minister may give to the company a corporate name different
from that propod by the applicants if the propod name is
objectionable.
Corporate name (2.1) If requested to do so by the applicants the Director shall assign to
the corporation as its name a designating number determined by the
Director.
Designated number as name (3) In the ca of any misnomer, misdescription or clerical error in the
letters patent or supplementary letters patent, the Minister may direct the社区民政工作总结
correction thereof, and upon so doing shall cau notice of the correction
to be published in the Gazette. 1984, c.14, s.2; 1994, c.48, s.6.
Corrections 11. The Minister shall give notice of the granting of letters patent by
publication of a notice in the Gazette in the form prescribed by
regulations. 1984, c.14, s.2. Notice of grant of letters patent
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