1984 Ed.]
Companies
[CAP. 32
39
(b) on summary conviction, to a fine of $10,000 and to imprisonment for 6 months,
unless he proves either that the untrue statement was immaterial or that he had reasonable ground to believe and did up to the time of the delivery for registration of the statement in lieu of prospectus believe that the untrue statement was true. (Added, 78 of 1972, s. 3)
(2B) For the purposes of this section-
(a) a statement included in a statement in lieu of prospectus shall be deemed to be untrue if it is misleading in the form and context in which it is included; and
(b) a statement shall be deemed to be included in a statement in lieu of prospectus if it is contained therein or in any report or memorandum appearing on the face thereof or by reference incorporated therein. (Added, 78 of 1972, s. 3)
(2C) The Governor in Council may by regulation amend the Second Schedule. (Added, 78 of 1972, s. 3)
(3) Where the articles of a company include the provisions aforesaid but default is made in complying with any of those provisions, the company shall cease to be entitled to the privileges and exemptions conferred on private companies under the provisions contained in sections 109(3) and 141D, and thereupon the said provisions shall apply to the company as if it were not a private company: (Amended, 6 of 1984, s. 18)
Provided that the court, on being satisfied that the failure to comply with the conditions was accidental or due to inadvertence or to some other sufficient cause, or that on other grounds it is just and equitable to grant relief, may, on the application of the company or any other person interested and on such terms and conditions as seem to the court just and expedient, order that the company be relieved from such consequences as aforesaid.
Reduction of Number of Members below Legal Minimum
31. If a company carries on business without having at least 2 members and does so for more than 6 months, a person who, for the whole or any part of the period that it so carries on business after those 6 months,
(a) is a member of the company; and
(b) knows that it is carrying on business with only 1 member,
shall be liable (jointly and severally with the company) for the payment of the debts of the company contracted during the period or, as the case may be, that part of it.
(Replaced, 6 of 1984, s. 19)
Liability for debts where business carried on without minimum number of members.
[1948 c. 38, s. 31.] 1980 c. 22, sch. 3.