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Companies Act Regulations

made under Section 7 of the
Companies Act
R.S.N.S. 1989, c. 81
O.I.C. 91-814 (July 9, 1991), N.S. Reg. 156/91

1 These regulations may be cited as the "Companies Act Regulations".


2 In these regulations

(a) "Act" means the Companies Act; and

(b) "Securities Regulations" means the regulations made pursuant to the Securities Act.


Proxy solicitation

3 (1) A form of proxy required by Section 85C of the Act to be sent to the members and by subsection 85D(2) of the Act to be filed with the Registrar shall comply with the requirements of the Securities Regulations.

(2) A form of proxy, other than one to which subsection (1) applies, shall

(a) indicate the meeting or meetings at which it is to be used which may include all meetings to be held prior to a specified date or the occurrence of a specified event;

(b) where the proxy is solicited by or on behalf of the management of the company, contain a statement to that effect; and

(c) indicate the powers granted under the proxy.

4 (1) A management information circular and a dissident's information circular shall

(a) contain the information required by Form 30 contained in Appendix "B" to the Securities Regulations;

(b) comply with the requirements for an information circular contained in the Securities Regulations; and

(c) be certified in the manner required by the Securities Regulations.

(2) In addition to the requirements of subsection (1), a management information circular shall also contain the following information:

(a) if the proceeds of an issue of securities were used for a purpose other than that stated in the document under which the securities were issued, the date of the document, the amount and designation of the securities so issued and details of the use made during the financial period of the proceeds;

(b) where the issue, transfer or ownership of shares of the company is restricted by the memorandum, articles, a special resolution of the company or the conditions attaching to shares of the company, the general nature of the restrictions;

(c) details of every action brought or taken under Section 4 or 5 of the Third Schedule to the Act to which the company is a party;

(d) details of any financial assistance, in circumstances not prohibited by subsection 110(5) of the Act, given by the company since the beginning of its last completed financial year if the giving of the assistance was material to the company or the recipient of the assistance; and

(e) the information required to be included in a management proxy circular by the Third Schedule to the Act.

(3) For the purpose of this Section, "a management information circular" is an information circular required to be sent pursuant to clause 85D(1)(a) of the Act and a "dissident's information circular" is an information circular required to be sent pursuant to clause 85D(1)(b) of the Act.

Financial statements

5 (1) The following financial statements are prescribed for the purposes of subsection 122(1) of the Act:

(a) an income statement;

(b) a statement of retained earnings;

(c) a statement of changes in financial position; and

(d) a balance sheet;

prepared for and as at the end of the period required by subsection 121(1) of the Act.

(2) The financial statements referred to in subsection (1) need not be designated by the names stated therein.


6 An application made to the Commission pursuant to Section 85E or 123 of the Act or to the Registrar pursuant to Section 124 of the Act shall be made in accordance with the procedures for applications made to the Commission pursuant to the Securities Act as contained in the general rules respecting practice and procedure made by the Commission.