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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:
1. This Act may be cited as The Loan Companies Short title. Act, 1922.
2. In this Act, unless the context otherwise re- Interpretation. quires,
"Minister" means the Provincial Trea- Minister.
(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.
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.
(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
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.
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.
6. The number of provisional directors shall be not less than five, a majority of whom shall be a
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
stock, make calls on stock subscribed and do generally what is necessary to organize the company.
(2) The first of such calls shall not exceed twenty- calls. five per cent. of the amount subscribed and no subsequent call shall exceed ten per cent. thereof, and such calls shall be made at intervals of not less than thirty days.
(3) Not less than thirty days' notice shall be given Notice of calls of any call and any notice of call may be effectually given by sending the notice by registered letter to the last known address of each shareholder as contained in the books of the company.
(4) The provisional directors may, if they think fit, Advance pay receive from any shareholder willing to advance the same all or any part of the money due upon the shares held by him beyond the sums actually called for; and upon the money so paid in advance or so much thereof as from time to time exceeds the amount of the calls then due upon the shares in respect of which such advance has been made, the company may pay interest at such rate as the shareholder paying such sum in advance and the directors may agree upon.
(5) The provisional directors shall deposit to the Moneys to be credit of the company in a chartered bank all moneys chartered received by them on account of stock subscribed or otherwise on account of the company, and may withdraw the moneys so deposited for the purposes of the company only.
8. The provisional directors shall hold office until Provisional directors are elected by the shareholders qualified as office until hereinafter provided.
bona fide submeeting to be
9. (1) As soon as not less than one hundred and When $150,000 fifty thousand dollars of the capital stock has been scribed general bona fide subscribed, and not less than fifty thousand called. dollars has been paid thereon in cash, the provisional directors may call a general meeting of the shareholders to be held at the place named in the Act of incorporation as the head office of the company.
Less than 10% cash not bona fide subscription.
Payments less than 10% not to be taken into account.
Date of annual meeting to be fixed.
Election of directors; quorum.
Functions of provisional
(2) For the purpose of the organization of the company under the provisions of this Act,
(a) stock upon which less than ten per cent. has been paid in cash by the subscriber shall not be deemed to have been bona fide subscribed;
(b) any sum paid by any subscriber less than ten per cent. of the amount subscribed by him shall not be taken into account as part of the sums paid in on account of subscriptions of stock.
10. At such meeting only the shareholders who have paid in cash at least ten per cent. of the amount of the shares subscribed for by them shall be qualified to vote.
11. (1) The shareholders so qualified shall at such meeting,
(a) determine the day upon which the annual general meeting of the company is to be held;
elect such number of directors duly qualified under this Act as they think necessary, not less than five nor more than twenty-one, a majority of whom shall be a quorum.
(2) Upon the election of directors the functions of directors cease the provisional directors shall cease.
on which granted.
Certificate, 12. (1) The company shall not borrow or lend money or otherwise carry on business by exercising any of the powers set forth in Sections 54 and 55 of this Act until it has obtained from the Minister a certificate permitting it to do so, and no application for such certificate shall be made and no such certificate shall be given until it has been shown to the satisfaction of the Minister by affidavit or otherwise that,
(a) the board of directors has been duly elected;
(b) not less than two hundred and fifty thousand dollars of capital stock has been bona fide subscribed;
(c) the company has at its credit in a char-Credit in chartered bank a sum not less than one hundred thous- $100,000. and dollars paid in by subscribers on account of their subscriptions in excess of any and all liabilities of the company in connection with or arising out of the incorporation, procuring of subscriptions, organization or otherwise howsoever;
(d) all other requirements of this Act antece- Other requiredent to the granting of a certificate have been ments. complied with; and
(e) the expenses of incorporation and organi- Expenses of zation are reasonable.
(2) The particulars of all liabilities of the com- Liabilities to pany shall be disclosed to the Minister at the time the application is made.
(3) No certificate under this section shall be given Application for unless application therefor is made within two years after the passing of the company's Act of incorporation or within such extended period, not exceeding one year, as the Governor-in-Council before the expiration of such two years allows.
(4) If a certificate has not been obtained as in this Failure to obsection provided, the company's Act of incorporation shall thereupon cease to be in force, except for the purpose of winding up the affairs of the company and returning to subscribers the amounts paid by them upon the stock subscribed or so much thereof as they may be entitled to.
of certificate to
13. Notice of the issue of a certificate of the Minis- Notice of issue ter permitting the company to commence business be published. shall be published by the company in The Royal Gazette and in at least one newspaper in the city or place where the head office of the company is situate, and such publication shall be continued for the period of four weeks.
14. The shareholders of the company may at any Shareholders at annual general meeting or at any special general meet-special meeting ing duly called for the purpose fix and regulate by by