Thank you, Mr. Speaker. Thank you, honourable colleagues. Mr. Speaker, on behalf of the Minister of Justice, I would like to provide an update on the commercial law reforms. While much work remains to be done, it is timely to summarize the progress which has been made to date.
1. After over 25 years of attempts to complete the job, the transfer of the land titles program was completed in the summer of 1993.
2. The Personal Property Security Act was first tabled in 1993 and eventually passed in 1994. Regulations are now being drafted and the computer program and public relations materials necessary to implement the act will soon be developed. It is anticipated that this act will come into force in early 1996.
3. Amendments to the Partnership Act were passed and came into force on January 1st of this year.
4. Amendments to the Co-operative Associations Act were passed earlier in the current session and changes to the regulations necessary to bring the amendments into force are now being drafted.
5. Amendments to the Land Titles Act were passed in April, some of which are already in force. To bring into force the remaining amendments, regulations are now being drafted.
At the appropriate time later today, I will table a consultation draft of a Business Corporations Act. This draft is being circulated to the business community and the legal and accounting professions for their comments. This act would replace the present Companies Act and Companies Winding-up Act.
The current Companies Act closely resembles the Companies Act of Alberta, which they replaced more than 10 years ago. It has not been adapted to current commercial practices and in a number of areas overlaps with personal property security legislation and securities legislation. In the past 15 years, most of the provinces and the Yukon have adopted legislation based upon the Canada Business Corporations Act.
A Business Corporations Act would strike an appropriate balance between the interests of the majority and minority shareholders, creditors and the public dealing with companies. At the same time, it would simplify procedures, eliminate unnecessary applications to the court and eliminate areas of duplication with other legislation.
Specifically, the new act would:
1. Simplify the procedure for incorporation, including elimination of the requirement to specify the objectives of the company and the requirement that each company have at least two shareholders.
2. Improve the process for the approval of company names.
3. Provide greater flexibility in the share structure and in the relations between shareholders.
4. Simplify the procedure for amendments to the corporations share capital and for amalgamations, including reducing the requirements for court approval of these fundamental changes. This is achieved in part by providing for specific rights for minority shareholders who are not in agreement with the fundamental changes.
5. Simplify the procedures for dissolving and reviving companies, including dispensing with the requirement for court approval in most instances.
6. Eliminate unnecessary applications to the court while allowing recourse to the courts in the case of legitimate problems. The Companies Act now provides that almost all fundamental changes to a corporation require the approval of the court, even where there are no shareholders who disagree with the changes. In other cases, the legitimate concerns of minority shareholders are not adequately addressed.
Once all comments are received from the public, the bill will be prepared, Mr. Speaker, for consideration by the 13th Legislative Assembly. Thank you.