The Business Corporations Act
1BUSINESS CORPORATIONSc. B-10TheBusinessCorporationsActbeingChapter B-10 of The Revised Statutes of Saskatchewan, 1978(effective February 26, 1979) as amended by the Statutesof Saskatchewan, 1979, c.6; 1979-80, c.73; 1980-81, c.2, c.21 andc.83; 1983, c.37 and c.77; 1984-85-86, c.44; 1986, c.33; 1988-89,c.42; 1989-90, c.18;1990-91, c.35; 1992, c.44; 1993, c.P-6.2; 1995,c.4; 1997, c.T-22.2; 1998, c.C-45.2; 1999, c.N-4.001 and c.13; 2001,c.8; 2004, c.L-16.1 and c.10; 2005, c.6; 2006, c.26; 2007, S-42.3;2009, c.27; 2010, c.B-12; 2012, c.F-13.5 and c.21; 2013, c.O-4.2and c.S-15.1; 2014, c.19; 2015, c.21; and 2018, c.42.NOTE:This consolidation is not official and is subject to House amendments and LawClerk and Parliamentary Counsel changes to Separate Chapters that may beincorporated up until the publication of the annual bound volume. Amendmentshave been incorporated for convenience of reference and the official Statutes andRegulations should be consulted for all purposes of interpretation and applicationof the law. In order to preserve the integrity of the official Statutes and Regulations,errors that may have appeared are reproduced in this consolidation.
2c. B-10BUSINESS CORPORATIONSTable of ContentsSHORT TITLE1Short title2INTERPRETATIONInterpretation34PART IProvincial Business CorporationsDIVISION I—APPLICATIONApplication of PartCertain Acts do not apply5678910111212.11314DIVISION II—INCORPORATIONIncorporationArticles of incorporationDelivery of articles of incorporationCertificate of incorporationEffect of certificateName of corporationDesignating numberProhibited namesCosts of name changeCertificate of amendmentPersonal liability15161718DIVISION III—CAPACITY AND POWERSCapacity of a corporationPowers of a corporationNo constructive noticeAuthority of directors, officers and agents1920212223DIVISION IV—REGISTERED OFFICEAND RECORDSRegistered officeCorporate recordsAccess to corporate recordsForm of recordsCorporate 414243DIVISION V—CORPORATE FINANCESharesIssue of sharesCertain changes re number, class or seriesof sharesStated capital accountShares in seriesPre-emptive rightOptions and rightsCorporation holding its own sharesExceptionException relating to Canadian ownershipVoting sharesAcquisition of corporation’s own sharesAlternative acquisition of corporation’s own sharesRedemption of sharesDonated sharesOther reduction of stated capitalAdjustment of stated capital accountEnforceability of contractCommission for sale of sharesDividendsForm of dividendPermitted loans and guaranteesShareholder immunityDIVISION V.1—SALE OF CONSTRAINED SHARES43.1Sale of constrained shares by corporation43.2Proceeds of sale a trust fundDIVISION VI—SECURITY CERTIFICATES,REGISTERS AND TRANSFERS44Transfers of securities45Rights of holder46Securities records47Dealings with registered holder48Overissue49 to 76 Repealed777879808182838485868788DIVISION VII—TRUSTEE INDENTURESInterpretationConflict of interestQualification of trusteeList of security holdersEvidence of complianceContents of declaration, etc.Further evidence of complianceTrustee may require evidence of complianceNotice of defaultDuty of careReliance on statementsNo exculpationDIVISION VIII—RECEIVERS s’ powers cease92 to 96 112113114115116117118119120DIVISION IX—DIRECTORS AND OFFICERSPower to manageBylawsOrganization meetingQualifications of directorsNotice of directorsCumulative votingCeasing to hold officeRemoval of directorsAttendance at meetingFilling vacancyNumber of directorsNotice of change of directorsMeeting of directorsDelegationValidity of acts of directors and officersResolution in lieu of meetingDirectors’ liabilityLiability of directors for wagesDisclosure of interested director contractOfficersDuty of care of directors and officersDissentIndemnificationRemuneration
3BUSINESS CORPORATIONS121122123124125DIVISION X—INSIDER TRADINGInterpretationSameInterpretationCivil 36137138139140DIVISION XI—SHAREHOLDERSPlace of meetingsCalling meetingsFixing record dateNotice of meetingWaiver of noticeShareholder proposalShareholder listQuorumRight to voteVotingResolution in lieu of meetingRequisition of meetingMeeting called by courtCourt review of electionPooling N XII—PROXIESInterpretationAppointing proxyholderMandatory solicitationSoliciting proxiesExemption re proxiesExemption orderAttendance at meetingDuty of registrantRestraining orderExemption re annual financial 77DIVISION XIII—FINANCIAL DISCLOSUREAnnual financial statementsExemption by DirectorFinancial statementsApproval of financial statementsCopies to shareholdersCopies of documents to DirectorRepealedQualification of auditorAppointment of auditorDispensing with auditorCeasing to hold officeRemoval of auditorFilling vacancyCourt appointed auditorRight to attend meetingExaminationRight to informationAudit committeeQualified privilege, defamationDIVISION XIV—FUNDAMENTAL CHANGESAmendment of articlesConstraints on sharesProposal to amendClass voteDelivery of articlesCertificate of amendmentEffect of certificateRestated articlesAmalgamationAmalgamation agreementShareholder approvalc. B-10178179180181182183184185186186.1Vertical short-form amalgamationSending of articlesEffect of certificateContinuance in SaskatchewanContinuance outside SaskatchewanBorrowing powersRight to dissentInterpretationCertificate of 94195196197198199200DIVISION XV—DISSENTING OFFEREESInterpretationRight to acquire sharesNotice to dissenting offereeNotice of adverse claimDelivery of share certificatePayment for sharesOfferee corporation holds money in trustDuty of offeree corporationApplication to court to fix fair valueApplication to court having jurisdictionNo security for costsDissenting offerees joined as partiesPowers of courtAdditional powers of 216217218219220221DIVISION XVI—LIQUIDATION AND DISSOLUTIONApplication of DivisionRevivalDissolution before commencing businessProposing liquidation and dissolutionDissolution by DirectorGrounds for dissolutionFurther groundsApplication for supervisionApplication to courtPowers of courtEffect of orderCessation of business and powersAppointment of liquidatorDuties of liquidatorPowers of liquidatorCosts of liquidationRight to distribution in moneyCustody of recordsInterpretationUnknown claimantsVesting in Crown222223224225226227228229230DIVISION XVII—INVESTIGATIONInvestigationPowers of courtPower of inspectorHearing in cameraCriminating statementsAbsolute privilege, defamationInformation respecting ownership and controlSolicitor-client privilegeInquiries231232233234235236DIVISION XVIII—REMEDIES, OFFENCESAND PENALTIESInterpretationCommencing derivative actionPowers of courtApplication to court re oppressionEvidence of shareholder approval not decisiveApplication to court to rectify records
4c. B-10BUSINESS CORPORATIONS237238239240241242Application for directionsNotice of refusal by DirectorAppeal from Director’s decisionRestraining or compliance orderSummary application to 256257258259260DIVISION XIX—GENERALApproval of Superintendent of InsuranceNotice of intentionRestrictions on business of the corporationRepealedNotice to directors and shareholdersDeemed receiptUndelivered noticesWaiver of noticeCertificate of corporationRepealedSecurity nsAuthorizing continuanceReference to The Companies ActIncorporation under The Companies Act prohibited261PART IIRegistration of CorporationsDIVISION I — APPLICATIONApplication of Part262263264265266DIVISION II—REGISTRATIONRegistration of corporationsApplication for registrationRegistrationTermination and renewal of registrationEffect of registrationDIVISION III—DUTIES AND OBLIGATIONS267Publication of name268Power of attorney269Service on corporation269.01 How notices or documents may be sent by Director269.1 Receivers, liquidators, etc.270Notices of change271Amendment to articles272Repealed273Annual return274Shareholders’ listDIVISION IV—DISABILITIES AND PENALITIESUnregistered corporation incapable ofmaintaining actions276Action may be maintained if corporation becomesregistered277Resumption of action278Acts of unregistered corporation not invalid275PART IIIAdministrationDIVISION I—DIRECTOR AND HIS DUTIES279Appointment of Director279.1 Fees and charges of Director297.2 Transitional – activities279.3 Immunity280Seal281Service upon .1295296297298DIVISION II—RECORDSRegister of corporationsDocuments under The Companies Act becomedocuments under this ActRight to inspect and obtain copiesForm of copiesCertificate of DirectorDirector may refuse certain documentsForm of documents filedProof required by DirectorStriking name of corporation off the registerLiability of corporation continuesDIVISION III—CORPORATE NAMESReservation of nameProhibited nameName may be refused by DirectorAlternate namesAmalgamationCondition of revivalObjectionable nameEffect of change of name of extraprovincialcorporationDIVISION III.1—SPECIAL RULES RESPECTINGEXTRAPROVINCIAL MATTERS298.1 Interpretation of Division298.2 Agreements298.3 Regulations for Division298.4 Regulations prevail299300301302303304DIVISION IV—OFFENCES AND PENALTIESOffence re use of namesOffences with respect to reportsLiability of directors, etc.OffenceOrder to complyDIVISION V—REGULATIONSRegulations
5BUSINESS CORPORATIONSc. B-10CHAPTER B-10An Act respecting Business CorporationsSHORT TITLEShort title1This Act may be cited as The Business Corporations Act.INTERPRETATIONInterpretation2(1) In this Act:(a) “affairs” means the relationships among a corporation, its affiliates andthe shareholders, directors and officers of such bodies corporate but does notinclude the business carried on by such bodies corporate;(b) “affiliate” means an affiliated body corporate within the meaning ofsubsection (2);(c)“articles” means:(i) the original or restated articles of incorporation, articles ofamendment, articles of amalgamation, articles of continuance, articles ofreorganization, articles of arrangement, articles of dissolution or articlesof revival; and(ii) in sections 181 and 258 and in Parts II and III, any Act, statuteor ordinance by which a corporation has been incorporated, and anycertificate of incorporation, memorandum of association, articles ofassociation, letters patent, bylaws or other document evidencing corporateexistence;and includes any amendments thereto;(d) “associate” when used to indicate a relationship with any personmeans:(i) a body corporate of which that person beneficially owns or controls,directly or indirectly, shares or securities currently convertible intoshares carrying more than ten per cent of the voting rights under allcircumstances or by reason of the occurrence of an event that has occurredand is continuing, or a currently exercisable option or right to purchasesuch shares or such convertible securities;(ii) a partner of that person acting on behalf of the partnership of whichthey are partners;
6c. B-10BUSINESS CORPORATIONS(iii) a trust or estate in which that person has a substantial beneficialinterest or in respect of which he serves as a trustee or in a similarcapacity;(iv) a spouse or child of that person; or(v) a relative of that person or of his spouse if that relative has the sameresidence as that person;(e) “auditor” includes a partnership of auditors;(f) “beneficial interest” means an interest arising out of the beneficialownership of securities;(f.1) “beneficial ownership” includes ownership through a trustee, legalrepresentative, agent or other intermediary;(g) “body corporate” includes a company or other body corporate whereveror however incorporated;(h) “Canada corporation” means a body corporate incorporated by or underan Act of the Parliament of Canada;(i) “Commission” means the Financial and Consumer Affairs Authority ofSaskatchewan;(j) “corporation” means a body corporate with share capital heretofore orhereafter incorporated by or under an Act of the Legislature and includes abody corporate with share capital incorporated by or under an ordinance of theNorth-west Territories that by section 16 of The Saskatchewan Act (Canada)is subject to the legislative authority of Saskatchewan and in Parts II and III“corporation” includes an extraprovincial corporation with or without sharecapital;(k) “court” means the Court of Queen’s Bench or a judge thereof;(l) “debt obligation” means a bond, debenture, note or other evidence ofindebtedness or guarantee of a corporation, whether secured or unsecured;(m) “Director” means the Director of Corporations;(n) “director” means a person occupying the position of director by whatevername called and “directors” and “board of directors” includes a singledirector;(n.1) “Director of Corporations” means the Director of Corporationsappointed pursuant to section 279 and includes any Deputy Director appointedpursuant to that section;(o) “distributing corporation” means a corporation that is a reportingissuer as defined in The Securities Act, 1988;
7BUSINESS CORPORATIONSc. B-10(p) “extraprovincial corporation” means a body corporate incorporatedotherwise than by or under an Act of the Legislature and includes:(i) a body corporate incorporated by or under an ordinance of theNorth‑West Territories, that is not by section 16 of The SaskatchewanAct subject to the legislative authority of Saskatchewan; and(ii) a Canada corporation;(q) “incorporator” means a person who signs articles of incorporation;(r) “individual” means a natural person;(s) “liability” includes a debt of a corporation arising under section 38,subsection (25) of section 184 and clauses (f) and (g) of subsection (3) ofsection 234;(t) “minister” means the member of the Executive Council to whom for thetime being the administration of this Act is assigned;(u) “municipality” means a city, town, village, rural municipality, municipaldistrict or northern municipality and includes a reserve as defined in theIndian Act (Canada);(v) “ordinary resolution” means a resolution passed by a majority of thevotes cast by the shareholders who voted in respect of that resolution;(w) “person” includes an individual, partnership, association, body corporate,trustee, executor, administrator or legal representative;(x) “prescribed” means prescribed by the regulations;(y) “redeemable share” means a share issued by a corporation:(i) that the corporation may purchase or redeem upon the demand ofthe corporation; or(ii) that the corporation is required by its articles to purchase or redeemat a specified time or upon the demand of a shareholder;(z) “register” means any register required by this Act to be maintained by oron behalf of a corporation but, in section 205 and in Parts II and III, it meansthe register of corporations to be maintained by the Director in accordancewith section 282;(z.1) ”registered form” means registered form as defined in The SecuritiesTransfer Act;(aa) “resident Canadian” means an individual who is:(i) a Canadian citizen ordinarily resident in Canada;(ii) a Canadian citizen not ordinarily resident in Canada who is a memberof a prescribed class of persons; or
8c. B-10BUSINESS CORPORATIONS(iii) a permanent resident within the meaning of the Immigration andRefugee Protection Act (Canada) and ordinarily resident in Canada, excepta permanent resident who has been ordinarily resident in Canada formore than one year after the time at which he or she first became eligibleto apply for Canadian citizenship;(aa.1) “Saskatchewan securities laws” means Saskatchewan securitieslaws as defined in clause 2(1)(rr.1) of The Securities Act, 1988;(bb) “security” means a share of any class or series of shares or a debtobligation of a corporation and includes a certificate evidencing such a shareor debt obligation;(cc) “security interest” means an interest in or charge on property of acorporation to secure payment of a debt or performance of any other obligationof the corporation;(dd) “send” includes deliver;(ee) “series” in relation to shares means a division of a class of shares;(ff) “special resolution” means a resolution passed by a majority of notless than two-thirds of the votes cast by the shareholders who voted in respectof that resolution or signed by all the shareholders entitled to vote on thatresolution;(gg) “unanimous shareholder agreement” means an agreement describedin subsection 140(2) or a declaration of a shareholder described in subsection 140(2.1).Affiliated corporations(2) For the purposes of this Act:(a) one body corporate is affiliated with another body corporate if one ofthem is the subsidiary of the other or both are subsidiaries of the same bodycorporate or each of them is controlled by the same person; and(b) if two bodies corporate are affiliated with the same body corporate at thesame time, they are deemed to be affiliated with each other.(3) For the purposes of this Act, a body corporate is controlled by a person or bytwo or more bodies corporate if:(a) securities of the body corporate to which are attached more than 50% ofthe votes that may be cast to elect directors of the body corporate are held,other than by way of security only, by or for the benefit of that person or by orfor the benefit of those bodies corporate; and(b) the votes attached to those securities are sufficient, if exercised, to electa majority of the directors of the body corporate.
9BUSINESS CORPORATIONSc. B-10Holding body corporate(4) A body corporate is the holding body corporate of another if that other bodycorporate is its subsidiary.(5) A body corporate is a subsidiary of another body corporate if:(a) it is controlled by:(i) that other body corporate;(ii) that other body corporate and one or more bodies corporate each ofwhich is controlled by that other body corporate; or(iii) two or more bodies corporate each of which is controlled by thatother body corporate; or(b) it is a subsidiary of a body corporate that is a subsidiary of that otherbody corporate.Deemed distribution to the public(6) For the purposes of this Act, securities of a corporation:(a) issued upon a conversion of other securities; or(b) issued in exchange for other securities;are deemed to be securities that are a part of a distribution to the public if thoseother securities were part of a distribution to the public.Distribution to the public(7) For the purposes of this Act, a security of a body corporate:(a) is a part of a distribution to the public where:(i) there has been a filing of a prospectus respecting the security withthe Commission and the issue of a receipt therefor;(ii) a securities exchange takeover bid circular respecting the securityhas been filed with the Commission; or(iii) the security is listed for trading on any stock exchange wheresoeversituate; or(b) is deemed to be part of a distribution to the public where the security hasbeen issued and a filing in accordance with clause (a) would be required if thesecurity were being issued currently.1976-77, c.10, s.2; R.S.S. 1978, c.B-10, s.2; 1979,c.6, s.3; 1980-81, c.2, s.3; 1980-81, c.21, s.6;1980-81, c.83, s.5; 1983, c.37, s.3; 1983, c.77, s.8;1992, c.44, s.3; 1995, c.4, s.3; 2005, c.6, s.3; 2007,c.S-42.3, s.106; 2009, c.27, s.12; 2010, c.B‑12,s.14; 2012, c.F-13.5, s.47; 2013, c.O-4.2, s.19;2014, c.19, s.33; 2015, c.21, s.64.
10c. B-10BUSINESS CORPORATIONSPART IProvincial Business CorporationsDIVISION I—APPLICATIONApplication of Part3(1) Subject to subsection (2), this Part applies to:(a) every corporation incorporated or continued under this Act;(b) a body corporate where reference is made in this Part to a bodycorporate;and sections 258, 259 and 260 apply to every corporation.Exception(2) Except for section 259, this Part does not apply to:(a) a corporation incorporated or registered under The Co-operatives Act, 1996,The New Generation Co‑operatives Act, or The Credit Union Act, 1998, exceptto the extent that those Acts make this Act or any provision of this Act applyto the corporation;(b) any corporation or class of corporations exempted by the regulations.1976-77, c.10, s.3; R.S.S. 1978, c.B-10, s.3; 1979,c.6, s.4; 1999, c.N-4.001, s.352; 1998,c.C-45.2, s.476; 2001, c.8, s.4.Certain Acts do not apply4 No provision of The Companies Act or The Companies Winding Up Act appliesto a corporation incorporated or continued under this Act.1976-77, c.10, s.4; R.S.S. 1978, c.B-10, s.4.DIVISION II—INCORPORATIONIncorporation5(1) One or more persons, being a body corporate or an individual, may incorporatea corporation by signing and delivering to the Director articles of incorporation.Exception(2) No individual who:(a) is less than eighteen years of age;(b) has been found by a court in Canada or elsewhere to lack capacity; or(c) has the status of a bankrupt;may incorporate a corporation.1976-77, c.10, s.5; R.S.S. 1978, c.B-10, s.5; 2015,c.21, s.6.
11BUSINESS CORPORATIONSc. B-10Articles of incorporation6(1) Articles of incorporation shall follow the prescribed form and shall set out, inrespect of the proposed corporation:(a) the name of the corporation;(b) Repealed. 1992, c.44, s.4.(c) the classes and any maximum number of shares that the corporation isauthorized to issue, and:(i) if there will be two or more classes of shares, the rights, privileges,restrictions and conditions attaching to each class of shares; and(ii) if a class of shares may be issued in series, the authority given to thedirectors to fix the number of shares in, and to determine the designationof, and the rights, privileges, restrictions and conditions attaching to, theshares of each series;(d) if the issue, transfer or ownership of shares of the corporation is to berestricted, a statement to that effect and a statement as to the nature of thoserestrictions;(e) the number of directors or, subject to clause (a) of section 102 the minimumand maximum number of directors of the corporation; and(f) any restrictions on the businesses that the corporation may carry on oron the powers that the corporation may exercise.Additional provisions in articles(2) The articles may set out any provisions permitted by this Act or by law to beset out in the bylaws of the corporation.Special majorities(3) Subject to subsection (4), if the articles or a unanimous shareholder agreementrequire a greater number of votes of directors or shareholders than that requiredby this Act to effect any action, the provisions of the articles or of the unanimousshareholder agreement prevail.Removal of director(4) The articles may not require a greater number of votes of shareholders toremove a director than the number specified in section 104.1976-77, c.10, s.6; R.S.S. 1978, c.B-10, s.6; 1979,c.6, s.5; 1983, c.37, s.4; 1992, c.44, s.4.Delivery of articles of incorporation7 An incorporator shall send to the Director articles of incorporation and thedocuments required by sections 19 and 101.1976-77, c.10, s.7; R.S.S. 1978, c.B-10, s.7.Certificate of incorporation8A certificate of incorporation is to be issued in accordance with section 255.1980-81, c.2, s.4.
12c. B-10BUSINESS CORPORATIONSEffect of certificate9 A corporation comes into existence on the date shown in the certificate ofincorporation.1976-77, c.10, s.9; R.S.S. 1978, c.B-10, s.9.Name of corporation10(1) The word “Limited”, “Limitée”, “Incorporated”, “Incorporée” or “Corporation”or the abbreviation “Ltd.”, “Ltée”, “Inc.” or “Corp.” shall be part of the name of everycorporation but a corporation may use and may be legally designated by either thefull or the abbreviated form if the full and the abbreviated forms are in the samelanguage and represent the same word.Exemption(2) The Director may exempt a body corporate continued as a corporation underthis Act from the provisions of subsection (1).(3) Repealed. 1979, c.6, s.6.Alternative name(4) Subject to subsection (1) of section 12, a corporation may set out its name in itsarticles in an English form, a French form, an English form and a French form or ina combined English and French form and it may use and may be legally designatedby any such form.Name in any language form(5) Subject to subsection 12(1), a corporation may set out its name in its articlesin any language form and it may use and may be legally designated by any suchform outside Canada.1976-77, c.10, s.10; R.S.S. 1978, c.B-10, s.10;1979, c.6, s.6; 1992, c.44, s.5.Designating number11 If requested to do so by the incorporators or a corporation, the Director shallassign to the corporation as its name a designating number determined by him.1976-77, c.10, s.11; R.S.S. 1978, c.B-10, s.11.Prohibited names12(1)No corporation shall be incorporated with or have a name:(a) that is refused or prohibited in accordance with sections 293 to 295;(b) that is reserved for another corporation or intended corporation undersection 292.Directing change of name(2) Where through inadvertence or otherwise a corporation:(a) comes into existence or is continued with a name; or(b) upon an application to change its name, is granted a name;that contravenes this section, the Director may direct the corporation to change itsname in accordance with section 167.
13BUSINESS CORPORATIONSc. B-10Name of continued corporation(3) Notwithstanding subsections (1) and (2), a corporation that is continued underthis Act is entitled to be continued with the name it had before such continuance.Same(4) Where a corporation has a designating number as its name, the Director maydirect the corporation to change its name to a name other than a designating numberin accordance with section 167.Revoking name(5) Where a corporation has been directed under subsection (2) or (4) to change itsname and has not within sixty days from the service of the directive to that effectchanged its name to a name that complies with this Act, the Director may revoke thename of the corporation and assign to it a name and, until changed in accordancewith section 167, the name of the corporation is thereafter the name so assigned.1976-77, c.10, s.12; R.S.S. 1978, c.B-10, s.12.Costs of name change12.1 Where the Director, pursuant to subsection 12(2) or section 297, directs acorporation to change its name, the Director may, in accordance with the regulations,compensate the corporation for actual costs incurred.1992, c.44, s.6.Certificate of amendment13(1) Where a corporation has had its name revoked and a name assigned to itunder subsection (5) of section 12, the Director shall issue a certificate of amendmentshowing the new name of the corporation and shall forthwith give notice of thechange of name in the Gazette.Effect of certificate(2) The articles of the corporation are amended accordingly on the date shown inthe certificate of amendment.1976-77, c.10, s.13; R.S.S. 1978, c.B-10, s.13.Personal liability14(1)Except as provided in this section:(a) a person who enters into, or purports to enter into, a written contract inthe name of or on behalf of a corporation before the corporation comes intoexistence:(i) is personally bound by the contract; and(ii) is entitled to the benefits of the contract; and(b) the contract has effect as a contract entered into by the person mentionedin clause (a).
14c. B-10BUSINESS CORPORATIONSPre-incorporation and pre-amalgamation contracts(2) A corporation may, within a reasonable time after it comes into existence, byany action or conduct signifying its intention to be bound thereby, adopt a writtencontract made before it came into existence in its name or on its behalf, and uponsuch adoption:(a) the corporation is bound by the contract and is entitled to the benefitsthereof as if the corporation had been in existence at the date of the contractand had been a party thereto; and(b) a person who purported to act in the name of or on behalf of the corporationceases, except as provided in subsection (3), to be bound by or entitled to thebenefits of the contract.Application to court(3) Except as provided in subsection (4), whether or not a written contract madebefore the coming into existence of a corporation is adopted by the corporation, aparty to the contract may apply to a court for an order fixing obligations under thecontract as joint or joint and several or apportioning liability between or among thecorporation and a person who purported to act in the name of or on behalf of thecorporation and upon such application the court may make any order it thinks fit.Exemption from personal liability(4) If expressly so provided in the written contract, a person who purported to actin the name of or on behalf of the corporation before it came into existence is not inany event bound by the contract or entitled to the benefits thereof.1976-77, c.10, s.14; R.S.S. 1978, c.B-10, s.14;1992, c.44, s.7.DIVISION III—CAPACITY AND POWERSCapacity of a corporation15(1) A corporation has the capacity and, subject to this Act, the rights, powersand privileges of an individual.Extra-territorial capacity(2) A corporation has the capacity to carry on its business, conduct its affairs andexercise its powers in any jurisdiction outside Saskatchewan to the extent that thelaws of such jurisdiction permit.1976-77, c.10, s.15; R.S.S. 1978, c.B-10, s.15.Powers of a corporation16(1) It is not necessary for a bylaw to be passed in order to confer any particularpower on the corporation or its directors.Restricted business or powers(2) A corporation shall not carry on any business or exercise any power that it isrestricted by its articles from carrying on or exercising, nor shall the corporationexercise any of its powers in a manner contrary to its a
BUSINESS CORPORATIONS 5 c. B-10 CHAPTER B-10 An Act respecting Business Corporations SHORT TITLE Short title 1 This Act may be cited as The Business Corporations Act. INTERPRETATION Interpretation 2(1) In this Act: (a) “affairs” means the relationships among a corporation, its affiliatesand the shareholders, directors and officersof such bodies corporate but does not
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