ARCHIVED — Effect of National Instrument 45-106 on Canada Business Corporations Act - Corporations Clarification
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July 6, 2006
On May 25, 2006, a Notice from the Director was issued that intended to clarify that NI 45-106 did not change the Canada Business Corporations Act since national instruments lack the authority to do so. The Notice also indicated that our preferred approach would be to put restrictions on share transfers in Item 4 and restrictions on transfers of other securities in Item 7. This approach is outlined in the incorporation kit.
We want to clarify that articles of incorporation, amalgamation, continuance, revival, and restated articles of incorporation will not be rejected if the restrictions on all securities transfers, including shares, are in Item 4. We will accept the forms whether the transfer restrictions are set out in two places or in one. Since the current format of the forms allows both approaches, we will continue with the existing forms.
Richard G. Shaw
Director General