Companies Act Regulations

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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 theSecurities 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 Registrarshall 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 mayinclude 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 thecompany, 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 circularshall
(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 containedin 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 managementinformation circular shall also contain the following information:
(a) if the proceeds of an issue of securities were used for a purpose otherthan that stated in the document under which the securities wereissued, the date of the document, the amount and designation of thesecurities so issued and details of the use made during the financialperiod of the proceeds;
(b) where the issue, transfer or ownership of shares of the company isrestricted by the memorandum, articles, a special resolution of thecompany or the conditions attaching to shares of the company, thegeneral nature of the restrictions;
(c) details of every action brought or taken under Section 4 or 5 of theThird Schedule to the Act to which the company is a party;
(d) details of any financial assistance, in circumstances not prohibited bysubsection 110(5) of the Act, given by the company since thebeginning of its last completed financial year if the giving of theassistance was material to the company or the recipient of theassistance; and
(e) the information required to be included in a management proxycircular by the Third Schedule to the Act.
(3) For the purpose of this Section, "a management information circular" is aninformation circular required to be sent pursuant to clause 85D(1)(a) of theAct and a "dissident's information circular" is an information circularrequired 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 ofsubsection 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 bedesignated by the names stated therein.
6 An application made to the Commission pursuant to Section 85E or 123 of theAct or to the Registrar pursuant to Section 124 of the Act shall be made inaccordance with the procedures for applications made to the Commissionpursuant to the Securities Act as contained in the general rules respectingpractice and procedure made by the Commission.