Section 191 — Canada Business Corporations Act: Definition of reorganization

In this section, reorganization means a court order made under section 241; the Bankruptcy and Insolvency Act approving a proposal; or any other Act of Parliament that affects the rights among the corporation, its shareholders and creditors. If a corporation is subject to an order referred to in subsection (1), its articles may be amended by such order to effect any change that might lawfully be made by an amendment under section 173. If a court makes an order referred to in subsection (1), the court may also authorize the issue of debt obligations of the corporation, whether or not convertible into shares of any class or having attached any rights or options to acquire shares of any class, and fix the terms thereof; and appoint directors in place of or in addition to all or any of the directors then in office. After an order referred to in subsection (1) has been made, articles of reorganization in the form that the Director fixes shall be sent to the Director together with the documents required by sections 19 and 113, if applicable. On receipt of articles of reorganization, the Director shall issue a certificate of amendment in accordance with section 262. A reorganization becomes effective on the date shown in the certificate of amendment and the articles of incorporation are amended accordingly. A shareholder is not entitled to dissent under section 190 if an amendment to the articles of incorporation is effected under this section.