Articles of arrangement

Any solvent corporation may request an arrangement to realize a purpose allowed by the Business Corporations Act without proceeding in accordance with the rules stipulated in the Act to realize the aforesaid purpose when the provisions pertaining to the rules are insufficient or when their implementation is hard to achieve or too costly under the circumstances.

Any corporation that obtains an arrangement that must be approved by a court must apply for articles of arrangement that must be fulfilled in accordance with the terms and conditions stipulated by the court. A corporation may, among other things, obtain an arrangement concerning: 

• the amendment of its articles of incorporation to add to them any provision that the Business Corporations Act allows and to replace or eliminate any provision already contained therein;
• its amalgamation with another corporation or another legal person with a view to forming a corporation;
• the division of its activities;
• the disposal of its assets when, subsequent to such disposal, the corporation is unable to pursue substantial activities;
• the exchange of securities, equity securities or debt securities belonging to it against cash, securities, equity securities, debt securities or other assets belonging to it or belonging to another legal person;
• its dissolution or liquidation;
• the modification of its activities or its internal affairs if such modification were to undermine the rights of the holder of an option privilege or a right to purchase in respect of securities or equity securities belonging to it;
• the limitation of the right of its creditors or a group of such creditors to demand that one of its obligations be fully, properly, promptly executed;
• the expulsion of one of its shareholders.

The court authorizes the director or the executive officer of the corporation who has requested the approval of the arrangement to sign the articles of arrangement.

To determine the fees that apply to an application for articles of arrangement, please consult the fee schedule.

The articles of arrangement, signed by the authorized director or executive officer, the other relevant documents and the fees prescribed by government regulation must be submitted to the enterprise registrar. The documents required pursuant to s. 8 of the Business Corporations Act and a copy of the court judgment must be appended to the articles.

Note

The arrangement takes effect as of the date and the time, as the case may be, indicated on the certificate of arrangement issued by the enterprise registrar.