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the applicants who have paid in the same, under regulations from time to time made by the governor in council.1
7. Portion represented by real estate.—In case the object of the company is one requiring it should own real estate, any portion not exceeding one-half of such aggregate may be taken as paid in if it is bona fide invested in real estate suitable to such object, and such real estate is, by a valid registered deed, duly held by two or more trustees for the company, and the applicants shall establish the fact by oath, affirmation, or declaration that such real estate is of the required value over and above all incumbrances thereon.1
8. Prospectus ynust specify certain contracts.—Every prospectus or notice inviting persuns to subscribe for shares in the company shall specify the date and the names of persons to any contract entered into by the company or the promoters, directors, or trustees thereof, before the issue of such prospectus or notice, whether subject to adoption by the directors or otherwise.?
9. Promoters and officers liable for defective prospectus.—Every prospectus or notice which does not specify the facts above mentioned with respect to any person who takes shares in the company on the faith of such prospectus or notice, and who has not had notice of such contract, shall be deemed fraudulent on the part of the promoters, directors, and officers of the company who knowingly issue such prospectus or notice. 2
C.- LIABILITY OF STOCKHOLDERS.
1. For amount unpaid on shares.-Every shareholder, until the whole amount of his shares has been paid up, shall be individually liable to the creditors of the company to an amount equal to that not paid thereon; but he shall not be liable to an action therefor by any creditor until an execution at the suit of such creditor against the company has been returned unsatisfied in whole or in part.3
2. Liability limited.-No shareholder shall be liable for an amount exceeding that remaining unpaid on his shares.
3. Liability to creditors not affected by reduction of capital.—The liability of shareholders to persons who were, at the time of the reduction of the capital, creditors of the company shall remain the same as if the capital had not been reduced.
4. Liability does not cease on forfeiture of shares.—Where a shareholder forfeits his stock for failure to pay calls he continues liable to the then creditors of the company for the full amount unpaid on such shares at the time of forfeiture.6
D.-DUTIES AND RESPONSIBILITIES OF DIRECTORS.
1. Failure to keep proper books a misdemeanor.--Every director, officer, or servant of the company who knowingly makes or assists in making any untrue entry in the books required by law to be kept, or willfully neglects or refuses to make any proper entry therein, or to exhibit the same, or allow them to be inspected and extracts taken therefrom, is guilty of a misdemeanor.?
2. Liability for declaring dividends out of capital.-If the directors of the company declare and pay any dividend when the company is insolvent, or any dividend the payment of which renders the company insolvent or impairs the capital stock, they shall be jointly and severally liable, as well to the company as to the individual stockholders and creditors, for all the debts of the company then existing and for all thereafter contracted during their continuance in office, but any director can exonerate himself by properly filing a protest on the books of the company and publishing the same in a newspaper at the main place of business. 8
3. Liability for loaning money to shareholders.—No loan shall be made by the company to any shareholder; and if such loan is made all directors and other officers making the same or in any wise assenting thereto shall be jointly and severally liable for the amount of such loan, with interest, to the company and also to the creditors of the company for all debts of the company then existing or contracted between the time of the making of such loan and that of the repayment thereof; but this does not apply to loan companies.
1 Companies act, sec. 5.
4. Liability for wages.—The directors of the company shall be jointly and severally liable to the clerks, laborers, servants, and apprentices thereof for all debts not exceeding 6 months' wages due for services performed for the company while they were such directors; but no director shall be liable to an action therefor unless the company is sued therefor within 1 year after the debt becomes due, nor unless such director is sued therefor within 1 year from the time when he ceased to be such director, nor unless an execution against the company in respect to such debt is returned unsatisfied in whole or in part; and the amount unsatisfied on such execution shall be the amount recoverable with costs from the directors.'
5. Penalty for failure to keep “ Limited” after company's name.—The company shall keep affixed to its name with the word "limited” after it on the outside of all its offices and places of business, on its seal, notices, advertisements, bills of exchange, promissory notes, indorsements, checks, invoices, receipts, and bills, and every director and manager of the company who authorizes or permits default in this matter shall incur a penalty of $20 for each day during which such default continues.?
6. To furnish statements of affairs to shareholders.—The directors of every company shall lay before its stockholders a full printed statement of the affairs and financial position of the company at or before each general meeting for the election of directors.3
7. Liability for consenting to the transfer of unpaid shares to an insolvent.—Whenever any transfer of shares has been made with the consent of the directors, and such shares have not been fully paid up, and the transfer is to a person who is not apparently of sufficient means to fully pay up such shares, the directors shall be jointly and severally liable to the creditors of the company to the same extent as the transferring shareholder, but for such transfer, would have been, but a director can exonerate himself by filing a protest in the books of the company and publishing a notice in a newspaper at the chief place of business.
E.-RESTRICTIONS UPON DIRECTORS IN DEALING IN STOCKS, AND OTHERWISE.
No provision upon this topic is found in the law.
F.-REGULATIONS REGARDING PRICES OF PRODUCTS.
The only regulation found is in the Canadian antitrust law.5
G.–REGULATIONS REGARDING PROFITS AND DIVIDENDS.
Dividend not to impair capital.—No dividend shall be declared which will impair the capital of the company.
H.--REGULATIONS REGARDING OWNERSHIP OF STOCK IN OTHER COMPANIES OR THE
COMBINATION OF DIFFERENT COMPANIES.
1. Not to purchase stock in other companies.—The company shall not use any of its funds in the purchase of stock in any other incorporated company."
2. May unite with other like companies. The company may unite, amalgamate, and consolidate its stock, property, business, and franchises with those of any
other company or society incorporated or chartered for a like purpose, or with those of any building, savings, or loan company, and may make any contract necessary to such amalgamation. The following requirements are necessary to such consolidation:
(a) Approval of shareholders.—Stockholders representing two-thirds the shares of stock must vote for the consolidation at a meeting called with due notice for that special purpose; but if the two-thirds vote to consolidate the other third need not agree to be bound by it.8
(6) Agreement to be filed with secretary of state. — The agreement of amalgamation must be filed with the secretary of state.
(c) Governor in council to grant new charter if expedient. — Due proof of the prelim
1 Companies act, sec. 60.
inary steps shall be laid before the governor in council, “and if deemed expedient by the governor in council” a charter shall be issued.
(d) Notice to the public.— Notice of the granting a charter to the combination must be duly published by the secretary of state in the Canada Gazette.1
I.--REPORTS TO BE MADE TO GOVERNMENT.
Report to finance minister.—Report to finance minister by loan company.
1. To be a verified annual report. The company shall transmit, on or before the 1st day of March in each year, to the minister of finance and receiver-general a statement in duplicate to the 31st day of December, inclusive, of the previous year, verified by the oath of the president or vice-president and the manager.?
2. Scope of report.-Said report shall set out the capital of the company and the proportion thereof paid up, the assets and liabilities of the company, the amount and nature of the investments made by the company and the average rate of interest derived therefrom, distinguishing the classes of securities, and also the extent and value of lands held by it, and such other details as to the nature and extent of the business as the minister of finance and receiver-general may require; but
3. Not to disclose private matters.-In said report the company shall in no case be bound to disclose the name or private affairs of any person who has dealings with it.”
K.-REPORTS TO BE MADE TO STOCKHOLDERS.
Full statement of affairs at each election. The directors of every company shall lay before its stockholders a full printed statement of the affairs and financial position of the company at or before each general meeting of the company for the election of directors.
L.-PRIVILEGES OF STOCKHOLDERS REGARDING THE EXAMINATION OF BOOKS AND
OVERSIGHT OF BUSINESS.
1. Books to be kept and to show what.—The company shall cause a book or books to be kept by the secretary, or some other officer, wherein shall be recorded
(a) A copy of the letters patent incorporating the company and of any supplementary letters patent, and of all by-laws thereof;
(6) The names, alphabetically arranged, of all persons who are or have been de The address and calling of every such person, while such shareholder; (d) The number of shares of stock held by each shareholder;
(e) The amounts paid in and remaining unpaid, respectively, on the stock of each shareholder;
(f) The names, addresses, and callings of all persons who are or have been directors of the company, with the several dates at which each became or ceased to be such director; and
(9) The particulars of every transfer of shares in the capital of the company."
2. Stockholders and creditors may inspect books.—The above books shall during reasonable hours of every day, except Sundays and holidays, be kept open for the inspection of shareholders and creditors of the company at the chief place of business or head office of the company, and every such shareholder or creditor may make extracts therefrom.5
3. Capital not increased or reduced without consent of stockholders.- No by-law for increasing or reducing the capital or for subdividing the shares shall have any force until it is approved by the votes of the shareholders representing at least two-thirds in value of all the subscribed stock of the company.
4. Shareholders to approve of change in number of directors and place of business. The company may, by by-law, increase to not more than 15 or decrease to not less than 3 the number of its directors, or may change the company's chief place of business
1 Companies act, sec. 100, subd. 5.
in Canada; but no by-law for either of the said purposes shall be valid unless it is approved by the vote of at least two-thirds in value of the stock represented by shareholders at a meeting duly called for considering the by-law.
5. Shareholders may, call meetings.—Shareholders who hold one-fourth in value of subscribed stock of the company may, at any time, “call a special meeting for the transaction of any business specified in such written requisition and notice as they make and issue to that effect.” 2
M.-METHODS OF TAXATION OF CORPORATIONS.
Organization fees.—The governor in council may, from time to time, establish and regulate the fees to be paid on application for letters patent and supplementary letters. The amount of the fees may be varied according to the nature of the company, the amount of the capital stock, and other particulars as the governor in councií thinks fit. No charter shall be issued until all fees have been paid. 3
N.-SPECIAL METHODS OF CONTROL BY THE GOVERNMENT.
No special methods beyond those mentioned above are found.
0.-SPECIAL Laws COVERING MONOPOLIES, ESPECIALLY THOSE CONCERNING THE
PRIVATE CAPITALISTIC MONOPOLIES KNOWN AS
1. Every person who conspires, combines, or arranges with any other person, or with any railway, steamship, steamboat, or transportation company, unlawfully
(a) To undulý limit the facilities for transporting, producing, manufacturing, supplying, storing, or dealing in any article or commodity which may be a subject of trade or commerce; or
(6) To restrain or injure trade or commerce in relation to any such article or commodity; or
(c) To unduly prevent, limit, or lessen the manufacture or production of any such article or commodity, or to unreasonably enhance the price thereof; or
(d) To unduly prevent or limit competition in the production, manufacture, purchase, barter, sale, transportation, or supply of any such article or commodity, or in the price of insurance upon person or property
Is guilty of a misdemeanor and liable, on conviction, to a penalty not exceeding $4,000 and not less than $200, or to imprisonment for any term not exceeding 2 years; and if a corporation, is liable on conviction to a penalty not exceeding $10,000 and not less than $1,000.4
Whenever the governor in council has reason to believe that with regard to any article of commerce there exists any trade combination, association, or agreement of any kind among manufacturers of such article or dealers therein to unduly enhance the price of such article or in any other way to unduly promote the advantage of the manufacturers or dealers at the expense of the consumers, the governor in council may commission or empower any judge of the supreme court or exchequer court of Canada, or of any superior court in any Province of Canada, to inquire in a summary way into and report to the governor in council whether such trust, combination, association, or agreement exists.
The judge may compel the attendance of witnesses and examine them under oath, and require the production of books and papers, and shall have such other necessary powers as are conferred upon him by the governor in council for the purposes of such inquiry.
If the judge reports that such trust, combination, association, or agreement exists, and if it appears to the governor in council that such disadvantage to the consumers iş facilitated by the duties of customs imposed on a like article, when imported, then the governor in council shall place such article on the free list, or so reduce the duty on it as to give to the public the benefit of reasonable competition in such article.
1 Companies act, sec. 31.
A.—CAPITALIZATION AND METHODS OF PAYING IN CAPITAL.
SEC. 1. Amount of capital and in what payable.—There is neither a maximum nor minimum limit to capitalization, and the stock may be paid for in money, services, or property.
SEC. 2. Capital paid in the first year.—Not less than 10 per cent upon the allotted stock of the company shall by means of one or more caīls be called in and made payable within 1 year from the incorporation of the company; the residue when and as the by-laws of the company direct.2
SEC. 3. Forfeiture of shares for nonpayment of calls.—If after such demand or notice as by the letters patent or by-laws of the company is prescribed any call made upon any share is not paid within
such time as by such letters patent or by-laws may be limited in that behalf, the directors in their discretion, by vote to that effect, reciting the facts and duly recorded in their minutes may summarily forfeit any shares whereon such payment is not made, and the same shall thereupon become the property of the company and may be disposed of as the company may ordain.3
SEC. 4. Calls to be paid before transfer of shares.- No shares shall be transferable until all previous calls thereon have been fully paid in, or until declared forfeited for nonpayment of calls thereon.
SEC. 5. Increase of capital.—The directors of the company at any time after ninetenths of the capital stock of the company has been taken up and 10 per cent thereon paid in, but not sooner, may make a by-law for increasing the capital stock of the company to any amount which they consider requisite for the due carrying out of the objects of the company.5
Sec. 6. Reduction of capital.—The directors of the company, if they see fit at any time, may make a by-law for decreasing the capital stock of the company to any amount which they may consider sufficient for the due carrying out of the undertaking of the company and advisable. 6
SEC. 7. Supplementary letters. -At any time within 6 months after the by-law is made to change the capitalization a petition may be made to the lieutenant-governor, through the provincial secretary, asking for supplementary letters patent, and upon satisfactory proof that the alteration is needed the supplementary letters shall issue.?
B.—METHODS OF PROMOTING AND LIABILITY OF PROMOTERS.
SEC. 8. Notice of proposed incorporation.—The applicants for letters patent must for at least 5 consecutive weeks give notice in the Ontario Gazette of their intention to apply for the same, stating therein the proposed name, object for which incorporation is sought, proposed place of business, amount of capital stock, number of shares and amount of each share, and the names and addresses of the applicants.8
SEC. 9. Petition for letters patent.—(1) At any time not more than 1 month after the last publication of the notice, the applicants may petition the lieutenant governor, through the provincial secretary, for the issue of letters patent. (2) The petition must state the facts required to be set forth in the notice, and must further state the amount of stock taken by each applicant, and also the amount, if any, paid in upon the stock of each applicant. (3) The petition must also state whether the amount is paid in cash or by transfer of property, or how otherwise. 10
SEC. 10. Incorporation of company. -The lieutenant-governor in council may grant a charter to any number of persons, not less than 5, who shall petition therefor, constituting such persons and others who may become shareholders in the company thereby created, a body corporate and politic for any purposes or objects to which the legislative authority of the legislature of Ontario extends, except the construction and working of railroads and the business of insurance. 11
1 Ontario Joint Stock Company Letters Patent Act, sec. 9, subd. 3.