Company may acquire busi another company. PURCHASE AND SALE. 67. The company may acquire the whole or any ness, etc., of part of the business, rights and property of any other company, which the company is authorized to carry on, exercise or hold, conditional upon the assumption by the company of the duties, obligations and liabilities of such other company with respect to the business, rights and property so acquired as are not performed or discharged by such other company; provided that no agreement therefor shall take effect until it has been submitted to and approved of by the Governor-in-Council. Company may sell and dispose Proviso. 68. The The company shall have power to sell and disof business, etc. pose of the whole or any part of the business, rights and property of the company, for such consideration as the company may think fit; provided that no sale or disposal shall be made until it is approved by a meeting of shareholders duly called for that purpose, at which meeting two-thirds in value of the issued shares are represented by shareholders in person or by proxy; and, provided further that no such sale or disposal shall take effect until it has been submitted to and approved of by the Governor-in-Council. paying incor PENALTIES. Authorizing or 69. Any director who authorizes payment of or poration, etc. any manager or any other officer or servant of.the expenses. Refusing or neglecting to company who pays or causes to be paid any money for or on account of the incorporation or organization expenses of the company after the certificate permitting the company to commence business has been obtained from the Minister, except and unless the liability so paid has been disclosed to the Minister at the time of the application for such certificate, is liable on summary conviction to imprisonment for a term not exceeding two years. 70. Every director, officer and servant of the commake proper pany who refuses or wilfully neglects to make any entries. proper entry in the books of the company is liable on summary conviction to imprisonment for a term not exceeding two years. tive statements etc. 71. The making of any wilfully false or deceptive False or decep statement in any account, statement, return, report in accounts, or other document respecting the affairs of the company, or the using of any false or deceptive statement in any account, statement, return, report or other document respecting the affairs of the company with intent to deceive or mislead any person, is an offence and punishable on summary conviction by imprisonment for a term not exceeding five years. ments. in 72. Every director, auditor, manager or other Approving or officer of the company, and every auditor and in-deceptive statespector who negligently prepares, signs, approves or concurs in any account, statement, return, report or document respecting the affairs of the company containing any false or deceptive statement, is liable on summary conviction to imprisonment for a term not exceeding three years. neglect to pro etc. 73. Every director, officer and servant of the com- Refusal or pany who, on the application of any shareholder or duce books, creditor; his attorney or agent, refuses or neglects to produce the books of the company within his power or control containing the names of the persons who are or have been shareholders, or who refuses or neglects to produce the books of account of the company within his power or control, or who refuses or neglects to allow any of such books to be inspected and extracts to be taken therefrom, during reasonable business hours of any juridical day, is guilty of an offence and liable on summary conviction to a penalty not exceeding fifty dollars and costs. duce books 74. Every director, officer and servant of the com- Refusal to pro pany who refuses to produce for examination to an in- etc., for inspector appointed under this Act to investigate the spection. affairs and management of the company, all books and documents in his custody or control, is guilty of an offence and liable on summary conviction to a penalty not exceeding fifty dollars and costs. annual state 75. Every company which neglects to prepare and Neglect to transmit to the Minister on or before the first day of transmit March in each year a statement verified as required by ment. this Act and setting forth the particulars as to capital stock, assets and liabilities, and such other details as is by this Act required, shall incur a penalty ot twenty 1 Penalties recoverable. Disposition of penalties. Schedule A. dollars for each and every day during which such neglect continues. 76. The amount of the penalties imposed upon a company or person for any violation of this Act shall, unless otherwise provided by this Act, be recoverable and enforceable with costs at the suit of His Majesty instituted by the Attorney-General of Nova Scotia or by the Minister in any court of competent jurisdiction. (2) Such penalties shall, unless otherwise provided by this Act, belong to the Crown for the public uses of Nova Scotia; provided that the Governor-inCouncil, on the report of the Minister, may direct that any portion of any penalty be remitted. SCHEDULE “A." MODEL BILL. For Incorporation of a Trust Company. An Act to Incorporate The (State the Name of Com .pany). Be it enacted by the Governor, Council, and Assembly, as follows: 1. (Insert names of the persons applying for incorporation) together with such persons as become shareholders in the company, are incorporated under the name of (state name of company), hereinafter called "the company." 2. The persons named in Section 1 of this Act (or as the case may be), shall be the provisional directors of the company. (The name, address and addition of each director must be given). 3. The capital stock of the company shall be. . dollars. 4. The head office of the company shall be in the ..of.. of Nova Scotia. .in the Province CHAPTER 4. An Act Respecting Loan Companies. (Passed the 29th day of April, A. D., 1922). Be it enacted by the Governor, Council, and Assembly, as follows: SHORT TITLE. 1. This Act may be cited as The Loan Companies Short title. Act, 1922. INTERPRETATION. 2. In this Act, unless the context otherwise re- Interpretation, quires, (a) "Minister" means the Provincial Trea- Minister. surer; Loan company. (b) "The Company" or "Loan Company" The company; means a company incorporated for the purpose of, (i) exercising the powers set forth in Sections 54 and 55 of this Act; or (ii) lending money on the security of mortgages upon freehold real estate, either with or without other objects or powers; (iii) "Shareholder" means every subscriber to or holder of stock in the company and includes the personal representatives of the shareholder. APPLICATION OF ACT. corporated 3. (1) The provisions of this Act shall apply to Companies inevery loan company incorporated by Act of the Legis- after passing lature of Nova Scotia after the passing of this Act. of Act. heretofore in (2) The provisions of Sections 34, 52, 53, 62, 63, Companies 83, 84, 85, 87, 88 and 89 of this Act shall apply to corporated. every loan company heretofore incorporated by Act Capital stock to be declared corporation. of the Legislature of Nova Scotia, and in so far as there are provisions in such Act or in any Act applicable to such company inconsistent with the provisions of these sections, the provisions of these sections shall apply, and the provisions which are inconsistent as aforesaid shall not apply. (3) The provisions of Sections 34, 52, 53, 62, 63, 83, 84, 85, 87, 88 and 89 of this Act shall apply to every loan company heretofore incorporated under authority of any Act of the Legislature of Nova Scotia, and in so far as there are provisions in any Act applicable to such loan company inconsistent with the provisions of these sections, the provisions of these sections shall apply, and the provisions which are inconsistent as aforesaid shall not apply. INCORPORATION AND ORGANIZATION 4. The capital stock of every loan company herein Act of In after incorporated, the name of the loan company, the place in Nova Scotia where its head office is to be situated, the names, place of residence and description of each of the provisional directors, shall be declared in the Act of incorporation of every such loan company. Company, a 5. Every loan company incorporated by Act in body corporate. the form set forth in Schedule A to this Act shall be a body corporate by the name contained in its Act of incorporation, capable forthwith of exercising all the functions of an incorporated company and shall be invested with all the powers, privileges and immunities and shall be subject to all the liabilities and provisions set forth in this Act. Provisional directors. Provisional directors may pany after 6. The number of provisional directors shall be not less than five, a majority of whom shall be a quorum. 7. (1) The provisional directors may, after givorganize com- ing notice thereof by advertisement in one or more newspapers published at the place where the head office of the company is situate and in The Royal Gazette, open stock books, procure subscriptions of notice given. |