The Small Business Investment Incentives Act

1 SMALL BUSINESS INVESTMENT INCENTIVES c. S-50.01 The Small Business Investment Incentives Act Repealed by Chapter 16 of the Statutes of Saskatchewa...
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1 SMALL BUSINESS INVESTMENT INCENTIVES

c. S-50.01

The Small Business Investment Incentives Act Repealed by Chapter 16 of the Statutes of Saskatchewan, 2000 (effective June 21, 2000).

Formerly Chapter S-50.01 of the Statutes of Saskatchewan, 1989-90 (effective January 1, 1990).

NOTE: This consolidation is not official. Amendments have been incorporated for convenience of reference and the original statutes and regulations should be consulted for all purposes of interpretation and application of the law. In order to preserve the integrity of the original statutes and regulations, errors that may have appeared are reproduced in this consolidation.

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Table of Contents 1

Short title

14

Return and information

2

Interpretation

15

Recapture

3

Register

16

Consequences of prohibited investments

4

Application for registration

17

Share certificates

5

Registration

18

Demand

6

Approval of amounts for incentives

19

Recovery of amounts due

7

Investments

20

Audits and investigations

8

Prohibited use of equity capital

21

Offences and penalties

9

Determination of number of certain shares

22

Limitation period

Trust fund

23

Regulations

11

Prohibited use of investment proceeds

24

Regulations respecting venture capital corporations

12

Investment incentives

25

Application of other provision

13

Financial statement and report

10

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CHAPTER S-50.01 An Act respecting Small Business Investment Incentives Short title

1 This Act may be cited as The Small Business Investment Incentives Act.

Interpretation

2(1) In this Act: (a) “corporation” means any body corporate, whether or not it is a corporation to which The Business Corporations Act applies; (b) “Crown” means Her Majesty in right of Saskatchewan; (c) “debt obligation” includes a mortgage, bond, debenture note, shareholder’s loan, promissory note or other similar obligation of a corporation whether secured or unsecured; (d) “department” means the department over which the minister presides; (e) “eligible equity share” means a share of the capital stock of a corporation: (i) that carries voting rights in all circumstances and the number of votes attached to the share is not less than the number of votes attached to any other share of the capital stock of the corporation; (ii) the holder of which is not precluded from participating in the assets of the corporation beyond the amount paid for the share; and (iii) that carries the right to receive dividends; (f) “eligible investment” means an investment in a corporation in which a small business incentive corporation may invest its equity capital pursuant to subsection 7(1); (g) “equity capital” means the amount of consideration paid in money, calculated in the prescribed manner, for which eligible equity shares are issued; (h) “incentive” means a grant payable pursuant to subsection 12(3); (i) “minister” means the member of the Executive Council to whom for the time being the administration of this Act is assigned; (j)

“non-resident” means: (i) an individual who is not a citizen or permanent resident of Canada; (ii) a corporation incorporated, formed or otherwise organized elsewhere than in Canada; (iii) a corporation that is controlled directly or indirectly by persons described in subclause (i) or (ii);

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(iv) a trust in which persons described in subclause (i), (ii) or (iii) have more than 50% of the beneficial interest; or (v) a corporation that is controlled directly or indirectly by a trust described in subclause (iv); (k)

“prescribed” means prescribed in the regulations;

(l)

“register” means the register kept pursuant to this Act;

(m) “small business incentive corporation” means a corporation registered pursuant to this Act. (2)

(3)

A corporation is at arm’s length from: (a)

another corporation if it is not affiliated with that other corporation;

(b)

a person other than a corporation if it is not associated with that person.

A corporation is deemed to be affiliated with another corporation if: (a)

one of them is a subsidiary of the other;

(b)

both are subsidiaries of the same corporation; or

(c) each of them is controlled by the same person. (4)

A corporation is deemed to be a subsidiary of another corporation if: (a)

it is controlled by: (i) that other corporation; (ii) that other corporation and one or more corporations, each of which is controlled by that other corporation; or (iii) two or more corporations, each of which is controlled by that other corporation; or

(b)

it is a subsidiary of a corporation that is that other’s subsidiary.

(5) A corporation is deemed to be another’s holding corporation if that other corporation is its subsidiary. (6) Unless otherwise prescribed, a corporation is deemed to be controlled by another person or corporation or by two or more persons or corporations if: (a) shares of the first-mentioned corporation carrying more than 50% of the votes for the election of directors are held, other than by way of security only, by or for the benefit of those other persons, or by or for the benefit of those other corporations; and (b) the votes carried by the shares mentioned in clause (a) are sufficient if exercised to elect a majority of the board of directors of the first-mentioned corporation. (7) A corporation is deemed to be associated with a person, other than a person that is a corporation, if the person beneficially owns, directly or indirectly, shares carrying more than 10% of the voting rights attached to all shares of the corporation then outstanding.

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(8) Associate, where used to indicate a relationship with any person, means: (a) any partner of that person; (b) any trust or estate in which that person has, in the opinion of the minister, a substantial beneficial interest or as to which that person serves as trustee or in a similar capacity; (c) any spouse, parent, grandparent, child, grandchild, brother or sister of that person; or (d) an associate of any other person who is an associate of the person. (9) In determining, for the purpose of this Act, the number of shareholders of a corporation, two or more persons holding the same share or shares jointly are required to be counted as one shareholder. 1989-90, c.S-50.01, s.2. Register

3(1) The minister shall maintain a register of small business incentive corporations in which he or she shall list all corporations registered pursuant to this Act. (2) The minister shall cause the register to be made available for public inspection during normal office hours of the department. 1989-90, c.S-50.01, s.3.

Application for registration

4(1) A corporation is eligible to apply to be registered as a small business incentive corporation if: (a) the corporation is incorporated pursuant to The Business Corporations Act; (b) the corporation has appointed a trustee acceptable to the minister to administer the trust fund required pursuant to section 10; (c) the corporation is complying with all of the provisions of The Business Corporations Act and The Securities Act, 1988; (d) the businesses that the corporation may carry on are restricted by its articles of incorporation to businesses in which a small business incentive corporation is entitled to carry on pursuant to this Act; (e)

the articles of incorporation provide for a class of eligible equity shares;

(f) either: (i) the total number of shares of the corporation owned directly or indirectly by non-residents, or over which non-residents exercise control or direction, does not exceed 25% of the total number of issued and outstanding shares of the corporation; and

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(ii) the total number of shares of the corporation owned, directly or indirectly, by a non-resident or over which a non-resident exercises control or direction, together with other shareholders associated with him or her, if any does not exceed 10% of the total number of issued and outstanding shares of the corporation; and (g) (2)

the corporation meets the other prescribed conditions.

An application mentioned in subsection (1) is required to: (a)

set out: (i) the name of the corporation; (ii) the location of its head office in Saskatchewan; (iii) the location of its principal business location in Saskatchewan; (iv) prescribed particulars of its capital, share structure, directors, officers and debt obligations, if any; and (v)

(b)

any other prescribed matters respecting the corporation;

be accompanied by a certified copy of: (i) the corporation’s articles of incorporation; (ii) the bylaws of the corporation; and (iii) any unanimous shareholders’ agreement; and

(c) be accompanied by the prescribed fee. 1989-90, c.S-50.01, s.4. Registration

5 Where the minister is satisfied that an eligible corporation is entitled to registration, the minister may: (a)

register the corporation; and

(b) subject to the regulations, approve the amount of equity capital of the corporation eligible for incentives. 1989-90, c.S-50.01, s.5. Approval of amounts for incentives

6(1) The Lieutenant Governor in Council may approve, by order, moneys to be paid as incentives pursuant to this Act. (2) The minister may allocate the moneys which the Lieutenant Governor in Council has approved pursuant to subsection (1) among categories of business activities prescribed pursuant to section 7. (3) The minister shall not register a corporation pursuant to this Act where, in the opinion of the minister, the number of corporations registered pursuant to this Act is sufficient to take up the moneys allocated pursuant to subsection (2), and the minister may suspend, by order: (a)

the further registration of corporations; or

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(b) the payment of any incentives; with respect to the prescribed business activity mentioned in the order for any period of time specified in the order. (4) No order made pursuant to subsection (1) operates to prevent the minister from paying an incentive where the eligible equity shares were: (a) fully paid for; and (b) beneficially owned; by an applicant prior to the making of the order. 1989-90, c.S-50.01, s.6. Investments

7(1) A small business incentive corporation that is restricted, by its articles of incorporation, to the business of assisting the development of small businesses by: (a) providing capital through the acquisition and holding of securities; and (b) providing business and managerial expertise to small business; may invest its equity capital in eligible equity shares or other prescribed securities of a corporation that: (c) pays 75% or more of its wages and salaries with respect to operations in Saskatchewan; and (d) either: (i) is primarily engaged in a prescribed business activity; or (ii) subject to the approval of the minister, is primarily engaged in any business activity primarily carried on outside a city having a population in excess of 20,000 residents.

(2) A small business incentive corporation mentioned in subsection (1) shall: (a) at all times maintain its equity capital in the amount which was used for the purpose of calculating incentives pursuant to this Act; (b) have at least 40% of the amount of its equity capital invested in eligible investments prior to the end of the first 18 months of registration pursuant to this Act; (c) have at least 70% of the amount of its equity capital invested in eligible investments prior to the end of the first 30 months of registration pursuant to this Act; and (d) subsequently maintain an average of at least 70% of its equity capital in eligible investments calculated in the prescribed manner. (3) A small business incentive corporation mentioned in subsection (1) shall maintain its assets in: (a) eligible investments;

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(b) shares that were eligible investments at the time they were acquired by the small business incentive corporation; or (c) any other prescribed form. (4) A small business incentive corporation mentioned in subsection (1) shall not invest more than 10% of its equity capital in: (a)

any single corporation; or

(b)

any corporation that is not at arm’s length from that corporation;

except with the approval of the minister. (5) Where an investment of a small business incentive corporation mentioned in subsection (1) ceases to be an eligible investment, the investment is deemed to remain an eligible investment for a period of two years from the date it ceases to be an eligible investment except where it becomes ineligible as a result of: (a)

a prohibited transaction;

(b) less than 75% of its wages and salaries being paid with respect to operations in Saskatchewan; or (c) where approval of the business activity has been given prior to the commencement of business of the corporation, the failure of the corporation to: (i) engage in; and (ii) continue to be engaged in;0 the approved activity. (6) A small business incentive corporation, other than a corporation mentioned in subsection (1), shall: (a)

be primarily engaged in a prescribed business activity; and

(b)

comply with the prescribed conditions.

(7) A small business incentive corporation other than one described in subsection (1), shall not issue more than 10%, or any greater percentage that the minister may approve, of its eligible equity shares with respect to which an incentive has been or is to be paid to: (a)

any person; or

(b) any person and any other person who or that is not at arm’s length from that person. 1989-90, c.S-50.01, s.7. Prohibited use of equity capital

8 A corporation that is: (a)

a small business incentive corporation; or

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(b) a corporation in which the small business incentive corporation has invested; shall not use the equity capital from that investment for the purpose of: (c)

relending;

(d) investing in real property except any real property that is incidental and ancillary to the principal objects of the small business; (e)

reinvesting outside Canada;

(f) purchasing or acquiring the securities of any person except where otherwise provided in this Act; (g)

paying of dividends whether by return of capital or otherwise;

(h) repaying of a loan made to the corporation by: (i) any shareholder or a person who was a shareholder within two years from the date of the investment; (ii) a person who is not at arm’s length from a person mentioned in subclause (i); or (i) investing for any prescribed purpose or object. 1989-90, c.S-50.01, s.8. Determination of number of certain shares

9 In determining the percentage of issued and outstanding shares of a corporation for the purposes of this Act: (a) the number of shares into which any debt obligation or shares of that corporation may be converted; (b) any option or right to purchase shares of that corporation; and (c) any shares, convertible debt obligations and any options or rights of that corporation beneficially owned or held by a person who is not at arm’s length from the corporation or any shareholder of it; are required to be included. 1989-90, c.S-50.01, s.9.

Trust fund

10(1) A small business incentive corporation shall set aside in a trust fund with its trustee required pursuant to clause 4(1)(b) moneys equal to the amount of incentives that may be paid with respect to eligible equity shares issued by it. (2) The trustee shall hold the trust funds in trust jointly for the small business incentive corporation and the Crown to be dealt with according to this section.

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(3) Subject to subsection (5), while any amount is held in trust pursuant to subsection (2), the minister shall permit payment from the trust fund of an amount equal to: (a) three-sevenths of the purchase price paid by the small business incentive corporation to acquire an eligible investment where the small business incentive corporation is a corporation mentioned in subsection 7(1); or (b) one-third of the amount that, in the opinion of the minister, has been expended by the corporation with respect to a prescribed business activity. (4) Subject to subsection (5), while any amount is held in trust pursuant to subsection (2), the minister may permit payment from the fund to a shareholder of the small business incentive corporation of an amount calculated in the prescribed manner when the small business incentive corporation acquires eligible equity shares of its own by redemption, purchase or otherwise from the shareholder. (5) No moneys held in trust pursuant to subsection (2) are to be paid out to any person unless the minister consents in writing to that payment. (6) Where the registration of a small business incentive corporation is revoked, any moneys then remaining in the trust fund established pursuant to subsection (1) are immediately payable to the Crown and: (a) the receipt of the minister for the payment over of those moneys to the Crown is a full and sufficient discharge to any trustee for those moneys or to any other person having control of the trust fund; and (b) the payment is a full and complete discharge to the person making it and for any claim against that person to the payment by any person that claims to be entitled to the moneys. (7) Any person who fails to make the payment to the Crown required by subsection (6) is liable to the Crown for the amount that should have been paid pursuant to subsection (6). 1989-90, c.S-50.01, s.10. Prohibited use of investment proceeds

11(1) No small business incentive corporation, and no corporation in which a small business incentive corporation has invested, shall use any of the proceeds of an investment, directly or indirectly, for any of the following purposes: (a)

a transaction mentioned in section 8;

(b)

the purchase of goods or services provided to the corporation by any: (i) shareholder of the corporation; or (ii) person not dealing at arm’s length from that shareholder;

unless the goods or services are provided to the corporation in the ordinary course of business by a person ordinarily engaged in the business of providing the goods or services;

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(c) the funding of all or part of the purchase price of all or substantially all of the business assets of a proprietorship, partnership or corporation except where the assets are purchased from a receiver or trustee in bankruptcy; (d) the funding of any liability incurred by the corporation to provide financial assistance by means of a loan guarantee or otherwise to any shareholder of the corporation; (e) the providing by means of a loan, guarantee, provision of security, or otherwise of any financial assistance for the purpose of, or in connection with, the purchase of shares of, a small business incentive corporation; (f) the making or maintaining of an investment in a corporation in which more than 10% of the eligible equity shares of that corporation with respect to which an incentive has been or is to be paid are held by: (i) a person who is not at arm’s length from the small business incentive corporation; or (ii) an officer, director or person not at arm’s length from an officer or director of a small business incentive corporation. (2) No small business incentive corporation, and no person who invests in the eligible equity shares of a small business incentive corporation, shall enter into any transaction which is made for the purpose of: (a) making an investment eligible which would otherwise not be eligible; or (b) obtaining an incentive which would not otherwise be payable. (3) No small business incentive corporation shall conduct its business and affairs in any manner which, in the opinion of the minister, is contrary to the spirit and intent of this Act. 1989-90, c.S-50.01, s.11. Investment incentives

12(1) Subject to subsection (2), a person who is the beneficial and registered owner of eligible equity shares of a small business incentive corporation and is: (a) an individual; or (b) a person prescribed in the regulations; may apply in the form provided by the minister for an incentive calculated in accordance with this section. (2) The minister shall not pay any incentive to an applicant pursuant to subsection (1) unless: (a) the eligible equity shares of the applicant are newly issued shares purchased directly from the small business incentive corporation; (b) the applicant is resident in Saskatchewan; (c) the application is accompanied by a certificate containing the prescribed information duly certified by the small business incentive corporation that has issued the eligible equity shares;

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(d) the applicant has provided any additional material the minister may require; and (e) the moneys required to be set aside in a trust fund pursuant to section 10 have been set aside as required by that section. (3) Subject to the terms and conditions prescribed in the regulations, the minister may make a grant: (a) in the case of a small business incentive corporation mentioned in subsection 7(1), equal to 30% of the moneys actually paid by the applicant to the small business incentive corporation for eligible equity shares issued to the applicant by the corporation; or (b) in the case of a small business incentive corporation other than one mentioned in subsection 7(1), equal to 25% of the money actually paid by the applicant to the small business incentive corporation for eligible equity shares issued to the applicant by the corporation. 1989-90, c.S-50.01, s.12. Financial statement and report

13 Within six months following the first and subsequent years of operation of a corporation as a small business incentive corporation, the corporation shall file with the minister: (a)

its financial statements; and

(b)

a report of an independent accountant on those financial statements. 1989-90, c.S-50.01, s.13.

Return and information

14(1) Within 90 days after each anniversary of the date of its registration, every small business incentive corporation shall prepare, verify and file with the minister a return, in the form required by the minister, setting out, as of its anniversary date, the information required by that return. (2) A small business incentive corporation shall notify the minister, in the form required by the minister, of any action involving: (a)

the payment of any dividend by the corporation;

(b) the purchase, surrender, redemption or conversion of any share of the corporation; (c) the disposition of any eligible investment; (d) the winding up or dissolution of the corporation; (e)

any amendment of its articles of incorporation;

(f) any alteration of the stated capital of the corporation;

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(g) any changes to an unanimous shareholder’s agreement to which it is a party; or (h) any material change to the primary business activity of the corporation; at least 21 days prior to carrying out the proposed action. (3) The minister may enlarge the time for filing any notice or return pursuant to subsections (1) and (2). (4) The minister, at any time, may require: (a) a small business incentive corporation; or (b) a corporation in which a small business incentive corporation has invested for the purpose of obtaining an incentive pursuant to this Act; to supply to him or her, within a time to be specified by the minister, any information or material, or any further information or material, respecting any aspect of the small business incentive corporation’s or the corporation’s in which a small business incentive corporation has invested, share or capital structure, directors, officers, business or affairs that the minister considers necessary for the administration or enforcement of this Act and the regulations. (5) The minister may require any information submitted pursuant to subsection (4) to be verified by affidavit or any other means that the minister may require. 1989-90, c.S-50.01, s.14. Recapture

15(1) Where a small business incentive corporation: (a) proposes to wind up or dissolve; (b) has its registration revoked; or (c) purchases or otherwise acquires any of its eligible equity shares; the small business incentive corporation shall immediately pay to the Crown the moneys calculated according to the rules set out in this section. (2) A small business incentive corporation that reduces its stated capital pursuant to The Business Corporations Act is, for the purposes of this section, deemed to have acquired eligible equity shares for a total consideration equal to the amount by which its stated capital prior to the reduction exceeds the greater of: (a) the stated capital of the corporation after the reduction; and (b) the value of all of the shareholders’ equity calculated in the prescribed manner. (3) Where a small business incentive corporation purchases or otherwise acquires one of its eligible equity shares for a total consideration that: (a) is equal to or greater than that for which the share was issued, the small business incentive corporation shall pay to the Crown moneys equal to the amount of the incentive paid with respect to the share; or

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(b) is less than that for which the share was issued, the small business incentive corporation shall pay to the Crown an amount equal to: (i) in the case of a corporation mentioned in subsection 7(1), 30% of the consideration paid by the corporation for the purchase of the share; or (ii) in the case of a corporation other than a corporation mentioned in subsection 7(1), 25% of the consideration paid by the corporation for the purchase or acquisition of the share. (4)

Where: (a)

the registration of a small business incentive corporation is revoked; or

(b)

the corporation mentioned in clause (a) proposes to wind up or dissolve;

the small business incentive corporation shall pay to the Crown moneys equal to 30% of the consideration paid to the corporation by the shareholder for the share at the time the share was issued. (5)

Where: (a) the registration of a small business incentive corporation, other than a corporation mentioned in subsection 7(1), is revoked; or (b)

the corporation mentioned in clause (a) proposes to wind up or dissolve;

the small business incentive corporation shall pay to the Crown moneys equal to 25% of the consideration paid to the corporation by the shareholder for the share at the time the share was issued. (6) Where the minister is satisfied that a small business incentive corporation has conducted its business in accordance with the spirit and intent of this Act, the minister, on application by the corporation, may order that subsection (1) does not apply to the corporation. (7) No small business incentive corporation shall make an application and the minister shall not make any order pursuant to subsection (6) until a period of at least five years has expired from the date of the issue of the shares from the small business incentive corporation with respect to which the application is made. 1989-90, c.S-50.01, s.15. Consequences of prohibited investments

16(1) Where a corporation makes an investment or enters into a transaction mentioned in section 11, the minister may: (a)

refuse to provide an incentive pursuant to this Act;

(b) revoke the registration of the corporation as a small business incentive corporation; (c) suspend the registration of the corporation as a small business incentive corporation and impose terms and conditions for the reinstatement of registration; or

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(d) where the minister is of the opinion that the corporation is meeting the spirit and intent of the Act, for any time he or she considers appropriate, refrain from exercising ministerial powers pursuant to this section. (2) Where a corporation makes an investment or enters into a transaction mentioned in section 11 and the corporation is required to pay to the Crown moneys pursuant to section 15, the Crown has a right of action for damages for any incentives provided to the corporation against: (a) every officer, director or agent of the corporation who directed, authorized, assented to, acquiesced in or participated in the investment or transaction; and (b) every other party to the investment or transaction who: (i) was not at arm’s length from the corporation; and (ii) directed, authorized, assented to, acquiesced in or participated in the investment or transaction. 1989-90, c.S-50.01, s.16. Share certificates

17 Every share certificate with respect to eligible equity shares issued by a small business incentive corporation is required to conspicuously state on its face the words: “The value of the shares represented by this certificate may be significantly affected by recapture provisions pursuant to The Small Business Investment Incentives Act”. 1989-90, c.S-50.01, s.17.

Demand

18 Where any moneys are payable to the Crown, or are deemed to be payable to the Crown pursuant to this Act, the minister, by Notice of Demand in writing to the person or corporation by whom that payment is owing or claimed to be owing, may demand payment immediately or within that number of days that are specified in the demand and, if the payment is not made as demanded, the minister may recover and collect the amount of that payment by any of the remedies or procedures provided for in this Act. 1989-90, c.S-50.01, s.18.

Recovery of amounts due

19(1)

Where:

(a) an amount is payable to the Crown by a small business incentive corporation pursuant to section 15; or (b) a person or corporation obtains an incentive pursuant to this Act on the basis of information that is false or misleading or of an application that contains any false or misleading statement; the amount of that incentive is a debt due to the Crown and may be recovered: (c) by deducting those moneys from future grants or incentives for which the corporation may be eligible; or

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(d) by filing a certificate of the minister certifying the amount of the incentive, together with interest at the prescribed rate to the date of the certificate with the local registrar of Her Majesty’s Court of Queen’s Bench for Saskatchewan at any judicial centre. (2) A certificate filed pursuant to clause (1)(d) has the same force and effect as if it were a judgment obtained in Her Majesty’s Court of Queen’s Bench for Saskatchewan for the recovery of a debt in the amount specified in the certificate, together with any reasonable cost and charges with respect to its filing. 1989-90, c.S-50.01, s.19. Audits and investigations

20 Sections 67, 68 and 69 of The Revenue and Financial Services Act apply, with any necessary modification, for the purpose of audits or investigations of the books and records of any person required to maintain any information pursuant to this Act. 1989-90, c.S-50.01, s.20.

Offences and penalties

21(1) Every person who: (a) makes, or assists in making, a statement in any document required by or for the purpose of this Act or the regulations that: (i) at the time, and in the light of the circumstances under which it is made, is false or misleading with respect to any material fact; or (ii) omits to state any material fact the omission of which makes the statement false or misleading; (b) contravenes any of the provisions of this Act for which a penalty is not otherwise provided; or (c) contravenes any term or condition imposed on the person by an order or a decision of the minister pursuant to this Act or the regulations; is guilty of an offence and liable on summary conviction to a fine, in the case of a person other than a corporation, of not more than $10,000 or, in the case of a corporation, of not more than $100,000. (2) A person is not guilty of an offence pursuant to clause (1)(a) where the person did not know that the statement was false or misleading and in the exercise of reasonable diligence could not have known that the statement was false or misleading. (3) If a corporation has committed an offence provided for in this Act or in the regulations, any officer, director or agent of the corporation who directed, authorized, assented to, acquiesced in or participated in the commission of the offence is a party to and guilty of the offence and is liable on summary conviction to the punishment provided for the offence, whether or not the corporation has been prosecuted or convicted. 1989-90, c.S-50.01, s.21.

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Limitation period

22 No proceedings to enforce any provision of this Act or the regulations may be instituted after six years after the time the subject matter of the proceeding arose. 1989-90, c.S-50.01, s.22.

Regulations

23 The Lieutenant Governor in Council may make regulations: (a) prescribing the method of determining the amount of equity capital of a small business incentive corporation; (b) prescribing the method of determining whether a corporation is controlled by another person or corporation; (c) prescribing any conditions that a corporation must meet prior to registration; (d) prescribing particulars of capital, share structure, directors, officers, debt obligations or other particulars to be provided with an application for registration; (e) approving the minimum and maximum of any equity capital for which any corporation may obtain registration pursuant to section 5; (f) requiring the payment of fees for any matter required to be done in the administration of this Act and prescribing the amounts of those fees; (g) prescribing the business activity in which a corporation in which a small business incentive corporation invests must be primarily engaged; (h) prescribing the method of calculation to be used in determining the percentage of wages and salaries paid in Saskatchewan; (i) prescribing authorized investments for the purposes of section 6; (j)

prescribing securities of a corporation for the purposes of subsection 7(1);

(k)

prescribing forms of investments for the purpose of subsection 7(3);

(l) prescribing business activities in which a small business incentive corporation shall be engaged for the purposes of subsection 7(6); (m) prescribing prohibited investments for the purpose of section 8; (n) prescribing the method of calculation of the consideration paid to the Crown for each eligible equity share pursuant to section 15 where a small business incentive corporation proposes to dissolve, or where its registration is revoked, or any of its eligible equity shares are purchased or otherwise acquired by the small business incentive corporation; (o) prescribing the persons or categories of persons eligible to apply for incentives; (p) prescribing the information to be provided with applications for incentives; (q) prescribing any rate of interest that is to be prescribed and the method by which it is to be calculated;

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(r) prescribing the terms and conditions on which the minister may pay any incentive; (s) requiring any person or corporation to supply information or submit returns respecting any class of information required in assessing compliance with this Act; (t) defining any word or expression used in this Act but not defined by this Act; and (u) prescribing any other matter or thing required by this Act to be prescribed by the regulations. 1989-90, c.S-50.01, s.23. Regulations respecting venture capital corporations

24 The Lieutenant Governor in Council may make regulations prescribing: (a)

that a corporation: (i) in which a venture capital corporation registered pursuant to The Venture Capital Tax Credit Act has invested; (ii) which has amalgamated with a venture capital corporation which has invested in it; and (iii) which is eligible to be registered pursuant to this Act and carry on business in accordance with the conditions mentioned in subsection 7(6);

may apply to be registered as a small business incentive corporation pursuant to this Act; (b) the manner in which the shares of the venture capital corporation may be exchanged for shares in the corporation; (c) terms and conditions respecting the business activities in which the corporation may be engaged; and (d) any other matter or thing required for the transition of the corporation into a small business incentive corporation pursuant to this Act. 1989-90, c.S-50.01, s.24. Application of other provision

25 Section 20 of The Venture Capital Tax Credit Act applies, with any necessary modification, to shares of a small business incentive corporation mentioned in clause 24(1)(b). 1989-90, c.S-50.01, s.25.

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