Section 35 — Canada Business Corporations Act: Alternative acquisition of corporation’s own shares

Notwithstanding subsection 34(2), but subject to subsection (3) and to its articles, a corporation may purchase or otherwise acquire shares issued by it to settle or compromise a debt or claim asserted by or against the corporation; eliminate fractional shares; or fulfil the terms of a non-assignable agreement under which the corporation has an option or is obliged to purchase shares owned by a director, an officer or an employee of the corporation. Notwithstanding subsection 34(2), a corporation may purchase or otherwise acquire shares issued by it to satisfy the claim of a shareholder who dissents under section 190; or comply with an order under section 241. A corporation shall not make any payment to purchase or acquire under subsection (1) shares issued by it if there are reasonable grounds for believing that the corporation is, or would after the payment be, unable to pay its liabilities as they become due; or the realizable value of the corporation’s assets would after the payment be less than the aggregate of its liabilities, and the amount required for payment on a redemption or in a liquidation of all shares the holders of which have the right to be paid before the holders of the shares to be purchased or acquired, to the extent that the amount has not been included in its liabilities.