CHAPTER 63. An Ordinance respecting Foreign Companies. THE Lieutenant Governor by and with the advice and consent of the Legislative Assembly of the Territories enacts as follows: 1. This Ordinance may be cited as " The Foreign Companies Short title Ordinance 1903." 1903, 1st session, c. 14, s. 1. INTERPRETATION. 2. In the construction of this Ordinance and of any rules or Interpretation forms made in pursuance thereof: 1. "Foreign Company" shall mean any company or association incorporated otherwise than by or under the authority of an Ordinance of the Territories for the purpose of carrying on any business to which the legislative authority of the Legislative Assembly of the Territories extends; 86 2. Registrar" shall mean registrar of joint stock companies and shall include a deputy registrar and an acting registrar; 3. "Charter" shall mean the Statute, Ordinance or other provision of law by or under which a foreign company incorporated and any amendments thereto applying to such company, or the memorandum of association or agreement or deed of settlement of the company or the letters patent or charter of incorporation or the license or certificate or registration of the company as the case may be; 4. "Charter and regulations" shall mean the charter and the articles of association and all by-laws rules and regulations of the company: 5. "Court" shall mean the supreme court of the NorthWest Territories; 6. "Judge" shall mean judge of the said Court. 1903, 1st session, c. 14, s. 2. 3. Unless otherwise provided by any Ordinance no foreign Poreign company having gain for its object or a part of its object shall to become carry on any part of its business in the Territories unless it is registered duly registered under this Ordinance. (2) Any unregistered foreign company carrying on business and any company, firm, broker or other person carrying on business as a representative or on behalf of such unregistered foreign company shall be liable on summary conviction to a penalty of $50 for every day on which such business is carried Rights of company when registered Procedure to obtain registration on in contravention of this section and proof of compliance with the provisions of this section shall at all times be upon the accused. [ (3) The taking orders by travellers for goods, wares or merchandise to be subsequently imported into the Territories to fill such orders or the buying or selling of such goods, wares or merchandise by correspondence if the company has no resident agent or representative and no warehouse, office or place of business in the Territories the onus of proving which shall in any prosecution under this section rest on the accused shall not be deemed to be carrying on business under the meaning of this Ordinance.] 1903, 2nd session, c. 19, s. 1. 4. Any foreign company may become registered on compliance with the provisions of this Ordinance and on payment to the registrar of such fees as would be payable for registration under the provisions of The Companies Ordinance; and shall subject to the provisions of its charter and regulations and to the terms of the registration thereupon have the same powers and privileges in the Territories as if incorporated under the provisions of The Companies Ordinance. 1903, 1st session, c. 14, s. 4. 5. Before the registration of any foreign company the company shall file in the office of the registrar (a) A true copy of the charter and regulations of the company verified in manner satisfactory to the registrar; (b) An affidavit or statutory declaration that the company is still in existence and legally authorized to transact business under its charter; (c) A copy of the last balance sheet of the company or a statement containing the information required to be given in the annual statement made under the provisions of section 8; (d) A duly executed power of attorney under its common seal approved by the registrar empowering some person therein named and residing in the Territories to act as its attorney for the purpose of accepting service of process in all suits and proceedings against the company within the Territories and of receiving all lawful notices and declaring that service of process in respect of such suits and proceedings and of such notices on the said attorney shall be legal and binding to all intents and purposes whatever and waiving all claims of error by reason of such service; and such company may from time to time by a new or other power of attorney executed and deposited as aforesaid appoint another attorney within the Territories for the purposes aforesaid to replace the attorney formerly appointed. 1903, 1st session, c. 14, s. 5. registration 6. Upon compliance by any foreign company with the Certificate of terms of this Ordinance the registrar shall register such company and issue a certificate of registration; and such certificate of registration shall be conclusive evidence that all the requirements of this Ordinance preliminary to the issue thereof have been complied with. (2) Such certificate of registration shall be published by the registrar at the expense of the company in the official gazette. 1903, 1st session, c. 14, s. 6. registration 7. The certificate of registration or any copy thereof certi- Evidence of fied under the hand and seal of the registrar or a copy of the gazette containing such certificate of registration shall be prima facie evidence of the due registration of the company as aforesaid. 1903, 1st session, c. 14, s. 7. 8. A company registered under this Ordinance shall on or Annual before the first of March in each year during the continuance statement of such registration make a statement to the registrar verified. by affidavit containing as of the thirty-first day of December preceding a summary of the following particulars: (a) The corporate name of the company; (b) The place where the head office of the company is (c) The place or places where or from which the under- (d) The name, residence and post office address of the (e) The name, residence and post office address of each (f) The date upon which the last annual meeting of the (g) The amount of the capital of the company and the h) The number of shares subscribed for and allotted: (i) The amount of stock, if any, issued free from call; if (j) The amount issued subject to call; (k) The number of calls made on each share; (1) The total amount of calls received; (m) The total amount of calls unpaid; (n) The total amount of shares forfeited; (0) The total amount of shares which have never been Substituted service No right of action by unregistered company (p) The total amount for which shareholders of the company are liable in respect of the unpaid stock held by them; (q) In a concise form such further information respecting the affairs of the company as the directors may consider expedient. (2) The summary in the next preceding subsection mentioned shall be verified by the affidavit of the president and secretary; or if there is no president or he is unable to make the same by the affidavit of the secretary and one of the directors; or if there is no secretary or he is unable to make such affidavit by the affidavit of the president and one of the directors; or if there is neither a president nor secretary or they are both unable to make such affidavit by the affidavit of two of the directors; and if the president or secretary does not make or join in the affidavit the reason therefor shall be stated in the substituted affidavit. (3) The filing with the registrar of an annual return in the form and at the time and verified in the manner required by the provisions of sections 19 and 20 of The Insurance Act being chapter 124 of the Revised Statutes of Canada shall relieve any company licensed under the said Act from compliance with the provisions of subsections (1) and (2) of this section. (4) The registrar may at any time require the company to supply such further and other information as shall seem to him to be reasonable and proper. (5) Any company making default in complying with the provisions of this section shall be liable on summary conviction to a penalty of $20 for each and every day during which default continues; and every director, manager, secretary, agent, traveller or salesman of such company who transacts within the Territories any business whatever for such company shall be liable on summary conviction to a penalty of $20 for each day upon which he so transacts such business. (6) The statement or return required by this section shall be accompanied with the fee of $5. 1903, 1st session, c. 14, s. 8. 9. If the power of attorney hereinbefore prescribed becomes invalid or ineffectual for any reason or if other service cannot be effected the Court or judge may order substitutional service of any process, proceeding, notice or document upon the company to be made by such publication as is deemed requisite to be made in the premises for at least three weeks in at least one newspaper: and such publication shall be held to be due service upon the company of such process, proceeding. notice or document. 1903, 1st session, c. 14, s. 9. 10. Any foreign company required by this Ordinance to become registered shall not while unregistered be capable of 634 maintaining any action or other proceeding in any court in respect of any contract made in whole or in part in the Terri tories in the course of or in connection with business carried on without registration contrary to the provisions of section 3 hereof. (2) In any action or proceeding the burden of showing that it is registered shall be upon the company. 1903, 1st session, c. 14, s. 10. registered sue, hold 11. Any foreign company registered under this Ordinance Rights of may sue and be sued in its corporate name; and if not pro- company to hibited from so doing by its charter and regulations may ands, etc. acquire and hold lands in the Territories by gift, purchase or as mortgagees or otherwise as fully and freely as private individuals; and may sell, lease, mortgage or otherwise alienate the same. 1903, 1st session, c. 14, s. 11. duties of 12. Every foreign company registered as a company under Rights and this Ordinance shall subject to the provisions of its charter and egistered regulations and of this Ordinance have and may exercise all ompan es the rights, powers and privileges by The Companies Ordinance granted to and conferred upon companies incorporated thereunder; and every such foreign company and the directors, officers and members thereof shall be subject to and shall, subject as aforesaid, observe, carry out and perform every act, matter, obligation and duty by The Companies Ordinance prescribed and imposed upon companies incorporated thereunder or upon the directors, officers and members thereof. 1903, 1st session, c. 14, s. 12. 13. No license fee shall be imposed by any municipal No municipa council upon any company registered under this Ordinance. license fee 1903, 1st session, c. 14, s. 13. licensed not ro refile 14. Notwithstanding anything heretofore contained in this Foreign comOrdinance any foreign company holding a license to carry on pany already business in the Territories under the provisions of any required Ordinance in that behalf shall upon surrendering such license to the registrar be entitled to be registered under this Ordinance without compliance with any further provisions hereof. 1903, 1st session, c. 14, s. 14. power to sus 15. The Lieutenant Governor in Council may by Order Lieutenant in Council notice of which shall be published in the gazette Governor's suspend or revoke the registration of any foreign company which refuses or fails to keep a duly appointed attorney with- registration in the Territories or to comply with any provision of this Ordinance; and notwithstanding such suspension or revocation the rights of creditors of the company shall remain as at the time of such suspension or revocation. |