453 d and liquidating sam claflin and astrid berges frisbey dating

(1) A corporation carrying on an undertaking in the province shall, in a conspicuous place and in easily legible letters, paint or affix, and keep painted or affixed, its name on the outside of its head office in the province.

(1) In addition to the records described in section 36, a corporation shall prepare and maintain adequate accounting records and records containing minutes of meetings and resolutions of the directors and a committee of directors.

Where a corporation has been directed under section 22 or 23 to change its name and has not within 60 days from the service of the directive to that effect changed its name to a name that complies with this Act, the registrar may revoke the name of the corporation and assign to it a name, and, until changed in accordance with section 279, the name of the corporation is afterward the name so assigned.

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A company, association, society or partnership consisting of more than 20 persons may not be formed for the purpose of carrying on an activity that has for its object the acquisition of gain by the company, association or partnership, or by the individual members of the company, association or partnership, unless it is incorporated under this Act or is formed under some other Act of the Legislature.

(1) One body corporate is affiliated with another body corporate where 1 of them is the subsidiary of the other or both are subsidiaries of the same body corporate or each of them is controlled by the same person.

A person requiring a corporation to supply a basic list may, where the person states in the affidavit referred to in subsection (4) that the person requires supplemental lists, require the corporation or its agent upon payment of a reasonable fee to provide supplemental lists setting out changes from the basic list in the names or addresses of the shareholders and the number of shares owned by each shareholder for each business day following the date to which the basic list is made up.

A person requiring under section 43 that a corporation supply a basic list or a supplemental list may also require the corporation to include in that list the name and address of a known holder of an option or right to acquire shares of the corporation.

The securities of a corporation that are issued upon a conversion of other securities or in exchange for other securities are securities that are considered to be part of the original distribution to the public if any of those others were part of a distribution to the public.

where any class of shares may be issued in series, the authority given to the directors to fix the number of shares in, and to determine the designation of, and the rights, privileges, restrictions and conditions attaching to, the shares of each series; (1) Where the articles or a unanimous shareholder agreement require a greater number of votes of directors or shareholders than that required by this Act to effect an action, the provisions of the articles or of the unanimous shareholder agreement prevail.

that a person held out by a corporation as a director, an officer or an agent of the corporation has not been properly appointed or has no authority to exercise the powers and perform the duties that are customary in the business of the corporation or usual for that director, officer or agent; (1) A notice of registered office in prescribed form shall be sent to the registrar together with articles that designate or change the place in the province in which the registered office of the corporation is to be situated.

Where the location of a registered office of a corporation is changed by reason of the annexation or amalgamation of the place in which the registered office is situated, to or with another municipality, that change does not constitute a change within the meaning of subsection (1).

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

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

"affairs" means the relationship among a corporation, its affiliates and the shareholders, directors and officers of bodies corporate, but does not include business activities carried on by the bodies corporate; the original or restated articles of incorporation, articles of amendment, articles of amalgamation, articles of continuance, articles of reorganization, articles of dissolution and articles of revival, and a statute, letters patent, a memorandum of association, certificate of incorporation, or other constating instrument evidencing the corporate existence of a body corporate continued as a corporation under this Act; a body corporate of which that person beneficially owns or controls, directly or indirectly, shares or other securities currently convertible into shares, that carry more than 10% of the voting rights "constating instrument" includes a statute other than The Companies Act, letters patent, a memorandum of association, articles of association, certificate of incorporation, certificate of continuance, by-laws, regulations or other instrument by which a body corporate is incorporated or continued or that governs or regulates the affairs of a body corporate; "director" in relation to a body corporate means a person occupying in a body corporate the position of director by whatever name that person is called and "directors" and "board of directors" includes a single director; "former Act" refers to Chapter 10 of the Statutes of Newfoundland, 1899, as amended, consolidated and revised since July 19, 1899 and as contained, immediately before January 1, 1987, in The Companies Act, being Chapter 54 of The Revised Statutes of Newfoundland, 1970, as amended; a permanent resident within the meaning of the Immigration Act (Canada) and ordinarily resident in Canada, except a permanent resident who has been ordinarily resident in Canada for more than 1 year after the time at which he or she first became eligible to apply for Canadian citizenship; "security interest" means an interest in or charge upon the property of a corporation by way of mortgage, lien, pledge or otherwise and taken by a creditor to secure payment of an obligation of the corporation; Notwithstanding subsection (1), when a provision of Part XXI is inconsistent with or repugnant to another provision of this Act, the provision of that Part, in so far as it affects a body corporate to which this Act applies, prevails over the other provisions of this Act.

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