158
CAP. 32]
Notices of resolutions to contain explanation of their effect and particulars of relevant interests of directors.
Directors' duty to shareholders regarding prospectus or statement in lieu.
Provisions as to undischarged bankrupts acting as directors.
1929 c. 23. s. 142
Companies
[1984 Ed.
155B. (1) Subject to subsection (2), where a company (not being a company which is a wholly owned subsidiary) gives notice of the intention to move a resolution at a general meeting of the company or a meeting of any class of members of the company the notice shall include or be accompanied by a statement-
(a) containing such information and explanation, if any, as is reasonably necessary to indicate the purpose of the resolution; and
(b) disclosing any material interests of any director in the matter dealt with by the resolution so far as the resolution affects those interests differently from the interests of other members of the company.
(2) Subsection (1)(a) shall not apply in relation to any resolution of which notice is given by the company under section 115A.
(3) It shall be the duty of any director of the company to give notice to the company of such matters relating to himself as may be necessary for the purposes of this section; and any person who makes default in complying with this subsection shall be liable to a fine of $2,000.
(4) If a company makes default in complying with subsection (1) the company and every officer of the company who is in default shall be liable to a fine of $2,000.
(5) Nothing in this section shall affect the validity of a resolution passed at a general meeting of a company.
(6) For the purposes of this section "wholly owned subsidiary" has the same meaning as it has for the purposes of section 124.
(Added, 6 of 1984, s. 112)
155C. (1) Where any company delivers a prospectus or statement in lieu of prospectus to the Registrar for registration, the company shall, at the same time or, if it is not practicable to do so at that time, as soon as practicable thereafter but not later than 3 weeks from the date of delivery of such prospectus or statement in lieu of prospectus, send a copy thereof to every person who is a member of the company.
(2) The reference in subsection (1) to a member of a company is a reference to any person who is a member on the date referred to in that subsection or, if another date is specified in that respect in the prospectus or statement in lieu of prospectus, the date so specified.
(Added, 6 of 1984, s. 112)
156. (1) If any person being an undischarged bankrupt acts as director of, or directly or indirectly takes part in or is concerned in the management of, any company except with the leave of the court by which he was adjudged bankrupt, he shall be guilty of an offence
and liable