An Act respecting Canadian business corporationsCanada Business Corporations ActCanada Business Corporations20247
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C-44Short Title
Short titleThis Act may be cited as the Canada Business Corporations Act.R.S., 1985, c. C-44, s. 1; 1994, c. 24, s. 1(F)
Interpretation and ApplicationInterpretation
DefinitionsIn this Act,affairs means the relationships among a corporation, its affiliates and the shareholders, directors and officers of such bodies corporate but does not include the business carried on by such bodies corporate; (affaires internes)affiliate means an affiliated body corporate within the meaning of subsection (2); (groupe)articles means the original or restated articles of incorporation, articles of amendment, articles of amalgamation, articles of continuance, articles of reorganization, articles of arrangement, articles of dissolution, articles of revival and includes any amendments thereto; (statuts)associate, in respect of a relationship with a person, meansa body corporate of which that person beneficially owns or controls, directly or indirectly, shares or securities currently convertible into shares carrying more than ten per cent of the voting rights under all circumstances or by reason of the occurrence of an event that has occurred and is continuing, or a currently exercisable option or right to purchase such shares or such convertible securities,a partner of that person acting on behalf of the partnership of which they are partners,a trust or estate or succession in which that person has a substantial beneficial interest or in respect of which that person serves as a trustee or liquidator of the succession or in a similar capacity,a spouse of that person or an individual who is cohabiting with that person in a conjugal relationship, having so cohabited for a period of at least one year,a child of that person or of the spouse or individual referred to in paragraph (d), anda relative of that person or of the spouse or individual referred to in paragraph (d), if that relative has the same residence as that person; (liens)auditor includes a partnership of auditors or an auditor that is incorporated; (vérificateur)beneficial interest means an interest arising out of the beneficial ownership of securities; (véritable propriétaire et propriété effective)beneficial ownership includes ownership through any trustee, legal representative, agent or mandatary, or other intermediary; (véritable propriétaire et propriété effective)body corporate includes a company or other body corporate wherever or however incorporated; (personne morale)call means an option transferable by delivery to demand delivery of a specified number or amount of securities at a fixed price within a specified time but does not include an option or right to acquire securities of the corporation that granted the option or right to acquire; (option d’achat)corporation means a body corporate incorporated or continued under this Act and not discontinued under this Act; (société par actions ou société)court meansin the Province of Newfoundland and Labrador, the Trial Division of the Supreme Court of the Province,in the Province of Ontario, the Superior Court of Justice,in the Provinces of Nova Scotia, British Columbia and Prince Edward Island, the Supreme Court of the Province,in the Provinces of Manitoba, Saskatchewan, Alberta and New Brunswick, the Court of Queen’s Bench for the Province,in the Province of Quebec, the Superior Court of the Province, andthe Supreme Court of Yukon, the Supreme Court of the Northwest Territories and the Nunavut Court of Justice; (tribunal)court of appeal means the court to which an appeal lies from an order of a court; (Cour d’appel)debt obligation means a bond, debenture, note or other evidence of indebtedness or guarantee of a corporation, whether secured or unsecured; (titre de créance)Director means the Director appointed under section 260; (directeur)director means a person occupying the position of director by whatever name called and directors and board of directors includes a single director; (administrateur et conseil d’administration)distributing corporation means, subject to subsections (6) and (7), a distributing corporation as defined in the regulations; (société ayant fait appel au public)entity means a body corporate, a partnership, a trust, a joint venture or an unincorporated association or organization; (entité)going-private transaction means a going-private transaction as defined in the regulations; (opération de fermeture)incapable, in respect of an individual, means that the individual is found, under the laws of a province, to be unable, other than by reason of minority, to manage their property or is declared to be incapable by any court in a jurisdiction outside Canada; (incapable)incorporator means a person who signs articles of incorporation; (fondateur)individual means a natural person; (particulier)liability includes a debt of a corporation arising under section 40, subsection 190(25) and paragraphs 241(3)(f) and (g); (passif)mandatary, in Quebec, includes a successor; (mandataire)Minister means such member of the Queen’s Privy Council for Canada as is designated by the Governor in Council as the Minister for the purposes of this Act; (ministre)officer means an individual appointed as an officer under section 121, the chairperson of the board of directors, the president, a vice-president, the secretary, the treasurer, the comptroller, the general counsel, the general manager, a managing director, of a corporation, or any other individual who performs functions for a corporation similar to those normally performed by an individual occupying any of those offices; (dirigeant)ordinary resolution means a resolution passed by a majority of the votes cast by the shareholders who voted in respect of that resolution; (résolution ordinaire)person means an individual, partnership, association, body corporate, or personal representative; (personne)personal representative means a person who stands in place of and represents another person including, but not limited to, a trustee, an executor, an administrator, a liquidator of a succession, an administrator of the property of others, a guardian or tutor, a curator, a receiver or sequestrator, an agent or mandatary or an attorney; (représentant personnel)prescribed means prescribed by the regulations; (prescrit ou réglementaire)prior legislation means the various Acts of Parliament that were in force prior to the coming into force of this Act and that applied to the incorporation of federal companies under those Acts, other than any financial institution as defined in section 2 of the Bank Act; (législation antérieure)put means an option transferable by delivery to deliver a specified number or amount of securities at a fixed price within a specified time; (option de vente)redeemable share means a share issued by a corporationthat the corporation may purchase or redeem on the demand of the corporation, orthat the corporation is required by its articles to purchase or redeem at a specified time or on the demand of a shareholder; (action rachetable)resident Canadian means an individual who isa Canadian citizen ordinarily resident in Canada,a Canadian citizen not ordinarily resident in Canada who is a member of a prescribed class of persons, ora permanent resident within the meaning of subsection 2(1) of the Immigration and Refugee Protection Act and ordinarily resident in Canada, except a permanent resident who has been ordinarily resident in Canada for more than one year after the time at which he or she first became eligible to apply for Canadian citizenship; (résident canadien)security means a share of any class or series of shares or a debt obligation of a corporation and includes a certificate evidencing such a share or debt obligation; (valeur mobilière)security interest means an interest or right in or charge on property of a corporation to secure payment of a debt or performance of any other obligation of the corporation; (sûreté)send includes deliver; (envoyer)series, in relation to shares, means a division of a class of shares; (série)special resolution means a resolution passed by a majority of not less than two-thirds of the votes cast by the shareholders who voted in respect of that resolution or signed by all the shareholders entitled to vote on that resolution; (résolution spéciale)squeeze-out transaction means a transaction by a corporation that is not a distributing corporation that would require an amendment to its articles and would, directly or indirectly, result in the interest of a holder of shares of a class of the corporation being terminated without the consent of the holder, and without substituting an interest of equivalent value in shares issued by the corporation, which shares have equal or greater rights and privileges than the shares of the affected class; (opération d’éviction)unanimous shareholder agreement means an agreement described in subsection 146(1) or a declaration of a shareholder described in subsection 146(2). (convention unanime des actionnaires)Affiliated bodies corporateFor the purposes of this Act,one body corporate is affiliated with another body corporate if one of them is the subsidiary of the other or both are subsidiaries of the same body corporate or each of them is controlled by the same person; andif two bodies corporate are affiliated with the same body corporate at the same time, they are deemed to be affiliated with each other.ControlFor the purposes of this Act, a body corporate is controlled by a person or by two or more bodies corporate ifsecurities of the body corporate to which are attached more than fifty per cent of the votes that may be cast to elect directors of the body corporate are held, other than by way of security only, by or for the benefit of that person or by or for the benefit of those bodies corporate; andthe votes attached to those securities are sufficient, if exercised, to elect a majority of the directors of the body corporate.Holding body corporateA body corporate is the holding body corporate of another if that other body corporate is its subsidiary.Subsidiary body corporateA body corporate is a subsidiary of another body corporate ifit is controlled bythat other body corporate,that other body corporate and one or more bodies corporate each of which is controlled by that other body corporate, ortwo or more bodies corporate each of which is controlled by that other body corporate; orit is a subsidiary of a body corporate that is a subsidiary of that other body corporate.Exemptions — on application by corporationOn the application of a corporation, the Director may determine that the corporation is not or was not a distributing corporation if the Director is satisfied that the determination would not be prejudicial to the public interest.Exemptions — classes of corporationsThe Director may determine that a class of corporations are not or were not distributing corporations if the Director is satisfied that the determination would not be prejudicial to the public interest.InfantsFor the purposes of this Act, the word infant has the same meaning as in the applicable provincial law and, in the absence of any such law, has the same meaning as the word child in the United Nations Convention on the Rights of the Child, adopted in the United Nations General Assembly on November 20, 1989.R.S., 1985, c. C-44, s. 2; R.S., 1985, c. 27 (2nd Supp.), s. 10; 1990, c. 17, s. 6; 1992, c. 51, s. 30; 1994, c. 24, s. 2; 1998, c. 30, ss. 13(F), 15(E); 1999, c. 3, s. 16; 2000, c. 12, s. 27; 2001, c. 14, ss. 1, 135(E), c. 27, s. 209; 2002, c. 7, s. 88(E); 2011, c. 21, s. 13; 2015, c. 3, s. 12; 2018, c. 8, s. 1
Individual with significant controlFor the purposes of this Act, any of the following individuals is an individual with significant control over a corporation:an individual who has any of the following interests or rights, or any combination of them, in respect of a significant number of shares of the corporation:the individual is the registered holder of them,the individual is the beneficial owner of them, orthe individual has direct or indirect control or direction over them;an individual who has any direct or indirect influence that, if exercised, would result in control in fact of the corporation; oran individual to whom prescribed circumstances apply.Joint ownership or controlTwo or more individuals are each considered to be an individual with significant control over a corporation if, in respect of a significant number of shares of the corporation,an interest or right, or a combination of interests or rights, referred to in paragraph (1)(a) is held jointly by those individuals; ora right, or combination of rights, referred to in paragraph (1)(a) is subject to any agreement or arrangement under which the right or rights are to be exercised jointly or in concert by those individuals.Significant number of sharesFor the purposes of this section, a significant number of shares of a corporation isany number of shares that carry 25% or more of the voting rights attached to all of the corporation’s outstanding voting shares; orany number of shares that is equal to 25% or more of all of the corporation’s outstanding shares measured by fair market value.2018, c. 27, s. 182
Application
Application of ActThis Act applies to every corporation incorporated and every body corporate continued as a corporation under this Act that has not been discontinued under this Act.[Repealed, 1991, c. 45, s. 551]Certain Acts do not applyThe following do not apply to a corporation:[Repealed, 2009, c. 23, s. 344]the Canada Not-for-profit Corporations Act;the Winding-up and Restructuring Act; andthe provisions of a Special Act, as defined in section 87 of the Canada Transportation Act, that are inconsistent with this Act.Limitations on business that may be carried onNo corporation shall carry on the business ofa bank;an association to which the Cooperative Credit Associations Act applies;a company or society to which the Insurance Companies Act applies; ora company to which the Trust and Loan Companies Act applies.Limitations on business that may be carried onNo corporation shall carry on business as a degree-granting educational institution unless expressly authorized to do so by a federal or provincial agent that by law has the power to confer degree-granting authority on an educational institution.R.S., 1985, c. C-44, s. 3; 1991, c. 45, s. 551, c. 46, s. 595, c. 47, s. 719; 1992, c. 1, s. 142; 1994, c. 24, s. 3; 1996, c. 6, s. 167, c. 10, s. 212; 1999, c. 31, s. 63; 2001, c. 14, s. 2(F); 2007, c. 6, s. 399; 2009, c. 23, ss. 309, 344
Purposes of Act
PurposesThe purposes of this Act are to revise and reform the law applicable to business corporations incorporated to carry on business throughout Canada, to advance the cause of uniformity of business corporation law in Canada and to provide a means of allowing an orderly transferance of certain federal companies incorporated under various Acts of Parliament to this Act.1974-75-76, c. 33, s. 4; 1978-79, c. 9, s. 1(F)
Incorporation
IncorporatorsOne or more individuals or bodies corporate may incorporate a corporation by signing articles of incorporation and complying with section 7.IndividualsAn individual may incorporate a corporation only if that individualis not less than 18 years of age;is not incapable; ordoes not have the status of bankrupt.R.S., 1985, c. C-44, s. 5; 2018, c. 8, s. 2
Articles of incorporationArticles of incorporation shall follow the form that the Director fixes and shall set out, in respect of the proposed corporation,the name of the corporation;the province in Canada where the registered office is to be situated;the classes and any maximum number of shares that the corporation is authorized to issue, andif there will be two or more classes of shares, the rights, privileges, restrictions and conditions attaching to each class of shares, andif a class of shares may be issued in series, the authority given to the directors to fix the number of shares in, and to determine the designation of, and the rights, privileges, restrictions and conditions attaching to, the shares of each series;if the issue, transfer or ownership of shares of the corporation is to be restricted, a statement to that effect and a statement as to the nature of such restrictions;the number of directors or, subject to paragraph 107(a), the minimum and maximum number of directors of the corporation; andany restrictions on the businesses that the corporation may carry on.Additional provisions in articlesThe articles may set out any provisions permitted by this Act or by law to be set out in the by-laws of the corporation.Special majoritiesSubject to subsection (4), if the articles or a unanimous shareholder agreement require a greater number of votes of directors or shareholders than that required by this Act to effect any action, the provisions of the articles or of the unanimous shareholder agreement prevail.IdemThe articles may not require a greater number of votes of shareholders to remove a director than the number required by section 109.R.S., 1985, c. C-44, s. 6; 1994, c. 24, s. 4(F); 2001, c. 14, ss. 3, 134(F)
Delivery of articles of incorporationAn incorporator shall send to the Director articles of incorporation and the documents required by sections 19 and 106.1974-75-76, c. 33, s. 7; 1978-79, c. 9, s. 1(F)
Certificate of incorporationSubject to subsection (2), on receipt of articles of incorporation, the Director shall issue a certificate of incorporation in accordance with section 262.Exception — failure to comply with ActThe Director may refuse to issue the certificate if a notice that is required to be sent under subsection 19(2) or 106(1) indicates that the corporation, if it came into existence, would not be in compliance with this Act.R.S., 1985, c. C-44, s. 8; 2001, c. 14, s. 4
Effect of certificateA corporation comes into existence on the date shown in the certificate of incorporation.1974-75-76, c. 33, s. 9; 1978-79, c. 9, s. 1(F)
Name of corporationThe word or expression “Limited”, “Limitée”, “Incorporated”, “Incorporée”, “Corporation” or “Société par actions de régime fédéral” or the corresponding abbreviation “Ltd.”, “Ltée”, “Inc.”, “Corp.” or “S.A.R.F.” shall be part, other than only in a figurative or descriptive sense, of the name of every corporation, but a corporation may use and be legally designated by either the full or the corresponding abbreviated form.Saving for “S.C.C.”Subsection (1) does not apply to a corporation that has a corporate name that, immediately before the day on which this subsection comes into force, included, other than only in a figurative or descriptive sense, the expression “Société commerciale canadienne” or the abbreviation “S.C.C.”, and any such corporation may use and be legally designated by either that expression or that abbreviation.ExemptionThe Director may exempt a body corporate continued as a corporation under this Act from the provisions of subsection (1).Alternate nameSubject to subsection 12(1), the name of a corporation may be set out in its articles in an English form, a French form, an English form and a French form, or a combined English and French form, so long as the combined form meets the prescribed criteria. The corporation may use and may be legally designated by any such form.Alternative name outside CanadaSubject to subsection 12(1), a corporation may, for use outside Canada, set out its name in its articles in any language form and it may use and may be legally designated by any such form outside Canada.Publication of nameA corporation shall set out its name in legible characters in all contracts, invoices, negotiable instruments and orders for goods or services issued or made by or on behalf of the corporation.Other nameSubject to subsections (5) and 12(1), a corporation may carry on business under or identify itself by a name other than its corporate name if that other name does not contain, other than in a figurative or descriptive sense, either the word or expression “Limited”, “Limitée”, “Incorporated”, “Incorporée”, “Corporation” or “Société par actions de régime fédéral” or the corresponding abbreviation.R.S., 1985, c. C-44, s. 10; 1992, c. 1, s. 53; 1994, c. 24, s. 5; 2001, c. 14, s. 5
Reserving nameThe Director may, on request, reserve for a prescribed period a name for an intended corporation or for a corporation that intends to change its name.Designating numberIf requested to do so by the incorporators or a corporation, the Director shall assign to the corporation as its name a designating number followed by the word “Canada” and a word or expression, or the corresponding abbreviation, referred to in subsection 10(1).R.S., 1985, c. C-44, s. 11; 1994, c. 24, s. 62018, c. 8, s. 3
Prohibited namesA corporation shall not be incorporated or continued as a corporation under this Act with, change its name to, or have, carry on business under or identify itself by a name that is prohibited by the regulations or that does not meet the prescribed requirements.Directing change of nameThe Director may direct a corporation to change its name in accordance with section 173 if, through inadvertence or otherwise, the corporation acquires a name that is prohibited by the regulations or that does not meet the prescribed requirements.[Repealed, 1994, c. 24, s. 7]IdemIf a corporation has a designating number as its name, the Director may direct the corporation to change its name to a name other than a designating number in accordance with section 173.Undertaking to change nameWhere a corporation acquires a name as a result of a person undertaking to dissolve or to change names, and the undertaking is not honoured, the Director may direct the corporation to change its name in accordance with section 173, unless the undertaking is honoured within the period specified in subsection (5).Revoking nameIf a corporation has not followed a directive under subsection (2), (4) or (4.1) within the prescribed period, the Director may revoke the name of the corporation and assign a name to it and, until changed in accordance with section 173, the name of the corporation is the name assigned by the Director.R.S., 1985, c. C-44, s. 12; 1994, c. 24, s. 72018, c. 8, s. 4
Certificate of amendmentWhen a corporation has had its name revoked and a name assigned to it under subsection 12(5), the Director shall issue a certificate of amendment showing the new name of the corporation and shall give notice of the change of name as soon as practicable in a publication generally available to the public.Effect of certificateThe articles of the corporation are amended accordingly on the date shown in the certificate of amendment.R.S., 1985, c. C-44, s. 13; 2001, c. 14, s. 6; 2018, c. 8, s. 5(F)
Personal liabilitySubject to this section, a person who enters into, or purports to enter into, a written contract in the name of or on behalf of a corporation before it comes into existence is personally bound by the contract and is entitled to its benefits.Pre-incorporation and pre-amalgamation contractsA corporation may, within a reasonable time after it comes into existence, by any action or conduct signifying its intention to be bound thereby, adopt a written contract made before it came into existence in its name or on its behalf, and on such adoptionthe corporation is bound by the contract and is entitled to the benefits thereof as if the corporation had been in existence at the date of the contract and had been a party thereto; anda person who purported to act in the name of or on behalf of the corporation ceases, except as provided in subsection (3), to be bound by or entitled to the benefits of the contract.Application to courtSubject to subsection (4), whether or not a written contract made before the coming into existence of a corporation is adopted by the corporation, a party to the contract may apply to a court for an order respecting the nature and extent of the obligations and liability under the contract of the corporation and the person who entered into, or purported to enter into, the contract in the name of or on behalf of the corporation. On the application, the court may make any order it thinks fit.Exemption from personal liabilityIf expressly so provided in the written contract, a person who purported to act in the name of or on behalf of the corporation before it came into existence is not in any event bound by the contract or entitled to the benefits thereof.R.S., 1985, c. C-44, s. 14; 2001, c. 14, s. 7
Capacity and Powers
Capacity of a corporationA corporation has the capacity and, subject to this Act, the rights, powers and privileges of a natural person.IdemA corporation may carry on business throughout Canada.Extra-territorial capacityA corporation has the capacity to carry on its business, conduct its affairs and exercise its powers in any jurisdiction outside Canada to the extent that the laws of such jurisdiction permit.R.S., 1985, c. C-44, s. 15; 2011, c. 21, s. 14(F)
Powers of a corporationIt is not necessary for a by-law to be passed in order to confer any particular power on the corporation or its directors.Restricted business or powersA corporation shall not carry on any business or exercise any power that it is restricted by its articles from carrying on or exercising, nor shall the corporation exercise any of its powers in a manner contrary to its articles.Rights preservedNo act of a corporation, including any transfer of property to or by a corporation, is invalid by reason only that the act or transfer is contrary to its articles or this Act.1974-75-76, c. 33, s. 16; 1978-79, c. 9, s. 1(F)
No constructive noticeNo person is affected by or is deemed to have notice or knowledge of the contents of a document concerning a corporation by reason only that the document has been filed by the Director or is available for inspection at an office of the corporation.1974-75-76, c. 33, s. 17; 1978-79, c. 9, s. 1(F)
Authority of directors, officers and agentsNo corporation and no guarantor of an obligation of a corporation may assert against a person dealing with the corporation or against a person who acquired rights from the corporation thatthe articles, by-laws and any unanimous shareholder agreement have not been complied with;the persons named in the most recent notice sent to the Director under section 106 or 113 are not the directors of the corporation;the place named in the most recent notice sent to the Director under section 19 is not the registered office of the corporation;a person held out by a corporation as a director, officer, agent or mandatary of the corporation has not been duly appointed or has no authority to exercise the powers and perform the duties that are customary in the business of the corporation or usual for a director, officer, agent or mandatary;a document issued by any director, officer, agent or mandatary of a corporation with actual or usual authority to issue the document is not valid or genuine; ora sale, lease or exchange of property referred to in subsection 189(3) was not authorized.ExceptionSubsection (1) does not apply in respect of a person who has, or ought to have, knowledge of a situation described in that subsection by virtue of their relationship to the corporation.R.S., 1985, c. C-44, s. 18; 2001, c. 14, s. 8; 2011, c. 21, s. 15(E)
Registered Office and Records
Registered officeA corporation shall at all times have a registered office in the province in Canada specified in its articles.Notice of registered officeA notice of registered office in the form that the Director fixes shall be sent to the Director together with any articles that designate or change the province where the registered office of the corporation is located.Change of addressThe directors of a corporation may change the place and address of the registered office within the province specified in the articles.Notice of change of addressA corporation shall send to the Director, within fifteen days of any change of address of its registered office, a notice in the form that the Director fixes and the Director shall file it.R.S., 1985, c. C-44, s. 19; 2001, c. 14, s. 9; 2018, c. 8, s. 6(F)
Corporate recordsA corporation shall prepare and maintain, at its registered office or at any other place in Canada designated by the directors, records containingthe articles and the by-laws, and all amendments thereto, and a copy of any unanimous shareholder agreement;minutes of meetings and resolutions of shareholders;copies of all notices required by section 106 or 113; anda securities register that complies with section 50.Directors recordsIn addition to the records described in subsection (1), a corporation shall prepare and maintain adequate accounting records and records containing minutes of meetings and resolutions of the directors and any committee thereof.Retention of accounting recordsSubject to any other Act of Parliament and to any Act of the legislature of a province that provides for a longer retention period, a corporation shall retain the accounting records referred to in subsection (2) for a period of six years after the end of the financial year to which the records relate.Records of continued corporationsFor the purposes of paragraph (1)(b) and subsection (2), where a body corporate is continued under this Act, “records” includes similar records required by law to be maintained by the body corporate before it was so continued.Place of directors recordsThe records described in subsection (2) shall be kept at the registered office of the corporation or at such other place as the directors think fit and shall at all reasonable times be open to inspection by the directors.Records in CanadaIf accounting records of a corporation are kept outside Canada, accounting records adequate to enable the directors to ascertain the financial position of the corporation with reasonable accuracy on a quarterly basis shall be kept at the registered office or any other place in Canada designated by the directors.When records or registers kept outside CanadaDespite subsections (1) and (5), but subject to the Income Tax Act, the Excise Tax Act, the Customs Act and any other Act administered by the Minister of National Revenue, a corporation may keep all or any of its corporate records and accounting records referred to in subsection (1) or (2) at a place outside Canada, ifthe records are available for inspection, by means of a computer terminal or other technology, during regular office hours at the registered office or any other place in Canada designated by the directors; andthe corporation provides the technical assistance to facilitate an inspection referred to in paragraph (a).OffenceA corporation that, without reasonable cause, fails to comply with this section is guilty of an offence and liable on summary conviction to a fine not exceeding five thousand dollars.R.S., 1985, c. C-44, s. 20; 1994, c. 24, s. 8; 2001, c. 14, s. 10
Access to corporate recordsSubject to subsection (1.1), shareholders and creditors of a corporation, their personal representatives and the Director may examine the records described in subsection 20(1) during the usual business hours of the corporation, and may take extracts from the records, free of charge, and, if the corporation is a distributing corporation, any other person may do so on payment of a reasonable fee.Requirement for affidavit — securities registerAny person described in subsection (1) who wishes to examine the securities register of a distributing corporation must first make a request to the corporation or its agent or mandatary, accompanied by an affidavit referred to in subsection (7). On receipt of the affidavit, the corporation or its agent or mandatary shall allow the applicant access to the securities register during the corporation’s usual business hours, and, on payment of a reasonable fee, provide the applicant with an extract from the securities register.Copies of corporate recordsA shareholder of a corporation is entitled on request and without charge to one copy of the articles and by-laws and of any unanimous shareholder agreement.Shareholder listsShareholders and creditors of a corporation, their personal representatives, the Director and, if the corporation is a distributing corporation, any other person, on payment of a reasonable fee and on sending to a corporation or its agent or mandatary the affidavit referred to in subsection (7), may on application require the corporation or its agent or mandatary to provide within 10 days after the receipt of the affidavit a list (in this section referred to as the “basic list”) made up to a date not more than 10 days before the date of receipt of the affidavit setting out the names of the shareholders of the corporation, the number of shares owned by each shareholder and the address of each shareholder as shown on the records of the corporation.Supplemental listsA person requiring a corporation to provide a basic list may, by stating in the affidavit referred to in subsection (3) that they require supplemental lists, require the corporation or its agent or mandatary on payment of a reasonable fee to provide supplemental lists setting out any changes from the basic list in the names or addresses of the shareholders and the number of shares owned by each shareholder for each business day following the date the basic list is made up to.When supplemental lists to be providedThe corporation or its agent or mandatary shall provide a supplemental list required under subsection (4)on the date the basic list is furnished, where the information relates to changes that took place prior to that date; andon the business day following the day to which the supplemental list relates, where the information relates to changes that take place on or after the date the basic list is furnished.Holders of optionsA person requiring a corporation to furnish a basic list or a supplemental list may also require the corporation to include in that list the name and address of any known holder of an option or right to acquire shares of the corporation.Contents of affidavitThe affidavit required under subsection (1.1) or (3) shall statethe name and address of the applicant;the name and address for service of the body corporate, if the applicant is a body corporate; andthat the basic list and any supplemental lists obtained pursuant to subsection (4) or the information contained in the securities register obtained pursuant to subsection (1.1), as the case may be, will not be used except as permitted under subsection (9).IdemIf the applicant is a body corporate, the affidavit shall be made by a director or officer of the body corporate.Use of information or shareholder listA list of shareholders or information from a securities register obtained under this section shall not be used by any person except in connection withan effort to influence the voting of shareholders of the corporation;an offer to acquire securities of the corporation; orany other matter relating to the affairs of the corporation.OffenceA person who, without reasonable cause, contravenes this section is guilty of an offence and liable on summary conviction to a fine not exceeding five thousand dollars or to imprisonment for a term not exceeding six months or to both.R.S., 1985, c. C-44, s. 21; 2001, c. 14, ss. 11, 135(E); 2011, c. 21, s. 16(E)
RegisterThe corporation shall prepare and maintain, at its registered office or at any other place in Canada designated by the directors, a register of individuals with significant control over the corporation that containsfor each individual with significant control,their name and date of birth,their residential address, andtheir address for service, if it has been provided to the corporation;the citizenship of each individual with significant control;the jurisdiction of residence for tax purposes of each individual with significant control;the day on which each individual became or ceased to be an individual with significant control, as the case may be;a description of how each individual is an individual with significant control over the corporation, including, as applicable, a description of their interests and rights in respect of shares of the corporation;any other prescribed information; anda description of each step taken in accordance with subsection (2).Updating of informationThe corporation shall, at the following times, take reasonable steps to ensure that it has identified all individuals with significant control over the corporation and that the information in the register is accurate, complete and up-to-date:at least once during each financial year of the corporation;on the request of the Director; andat the times provided for in the regulations.Recording of informationIf the corporation becomes aware of any information referred to in paragraphs (1)(a) to (e) as a result of steps taken in accordance with subsection (2) or through any other means, the corporation shall record that information in the register within 15 days of becoming aware of it.Information from shareholdersIf the corporation requests information referred to in any of paragraphs (1)(a) to (e) from one of its shareholders, the shareholder shall, to the best of their knowledge, reply accurately and completely as soon as feasible.Disposal of personal informationWithin one year after the sixth anniversary of the day on which an individual ceases to be an individual with significant control over the corporation, the corporation shall — subject to any other Act of Parliament and to any Act of the legislature of a province that provides for a longer retention period — dispose of any of that individual’s personal information, as defined in subsection 2(1) of the Personal Information Protection and Electronic Documents Act, that is recorded in the register.OffenceA corporation that, without reasonable cause, contravenes this section is guilty of an offence and liable on summary conviction to a fine not exceeding $100,000.Non-applicationThis section does not apply to a corporationthat is a reporting issuer or an émetteur assujetti under an Act of the legislature of a province relating to the regulation of securities;any of the securities of which are listed and posted for trading on a designated stock exchange, as defined in subsection 248(1) of the Income Tax Act; orthat is a member of a prescribed class.2018, c. 27, s. 1832022, c. 10, s. 4302023, c. 29, s. 12024, c. 17, s. 232
Inability to identify individualsA corporation to which section 21.1 applies shall take prescribed steps if it is unable to identify any individuals with significant control over the corporation.2018, c. 27, s. 183
Sending of information to DirectorA corporation to which section 21.1 applies shall send to the Directoron an annual basis, the information determined by the Director from among that in its register of individuals with significant control over the corporation, in the form and within the period that the Director fixes; andthe information determined by the Director from among that recorded under subsection 21.1(3), within 15 days after the day on which it is recorded and in the form that the Director fixes.Sending of information — certificates issuedOn or after the date shown on a certificate referred to in section 8 or subsection 185(4) or 187(4), a corporation to which section 21.1 applies shall send to the Director the information determined by the Director from among that referred to in paragraphs 21.1(1)(a) to (f), in the form and within the period that the Director fixes.Period for keeping and producing informationThe Director is not required to keep or produce any information received under subsection (1) or (2) after the end of the six-year period following the day on which it is received.OffenceA corporation that, without reasonable cause, contravenes subsection (1) or (2) is guilty of an offence and liable on summary conviction to a fine not exceeding $100,000.2022, c. 10, s. 4312023, c. 29, s. 2
Disclosure to DirectorA corporation to which section 21.1 applies shall disclose to the Director, on request, any information in its register of individuals with significant control.[Repealed, 2023, c. 29, s. 3][Repealed, 2023, c. 29, s. 3][Repealed, 2023, c. 29, s. 3][Repealed, 2023, c. 29, s. 3][Repealed, 2023, c. 29, s. 3]2018, c. 27, s. 1832019, c. 29, s. 98(F)2023, c. 29, s. 3
Provision of information by DirectorThe Director may provide all or part of the information received under section 21.21 to an investigative body referred to in subsection 21.31(2), the Financial Transactions and Reports Analysis Centre of Canada or any prescribed entity.2022, c. 10, s. 432
Provision of information by DirectorThe Director may provide all or part of the information received under section 21.21 to a provincial corporate registry or a provincial government department or agency that is responsible for corporate law in that province.2023, c. 29, s. 4
Information available to publicThe Director shall make available to the public the following information sent to the Director under section 21.21 for each individual with significant control:their name;their address for service, if it has been provided to the corporation;their residential address, if their address for service has not been provided to the corporation;the information referred to in paragraphs 21.1(1)(c) and (d); andany other prescribed information.ExceptionSubsection (1) does not apply in respect of an individual who is less than 18 years of age or an individual to whom prescribed circumstances apply.Exemption on applicationIf an individual with significant control or the corporation over which they have significant control applies to the Director to have any information referred to in subsection (1) in relation to the individual not made available to the public, the Director may choose to not make it available to the public, subject to any terms that the Director thinks fit,if the Director reasonably believes that making it available presents or would present a serious threat to the safety of the individual; orif the Director is satisfied thatthe individual is incapable,the information is to be kept confidential under subsection 27(8) of the Conflict of Interest Act or a similar provision of an Act of the legislature of a province, orprescribed circumstances apply to the individual.2023, c. 29, s. 4
Disclosure to investigative bodiesOn request by an investigative body referred to in subsection (2), a corporation to which section 21.1 applies shall, as soon as feasible after the request is served on the corporation or deemed to be received by it, and in the manner specified by the investigative body,provide the investigative body with a copy of the corporation’s register of individuals with significant control; ordisclose to the investigative body any information specified by the investigative body that is in the corporation’s register of individuals with significant control.Investigative bodiesThe investigative bodies for the purpose of this section areany police force;the Canada Revenue Agency and any provincial body that has responsibilities similar to those of the Canada Revenue Agency; andany prescribed body that has investigative powers in relation to offences referred to in the schedule.RequirementAn investigative body may make a request only if it has reasonable grounds to suspect that the copy of the register or the specified information would be relevant to investigating an offence referred to in the schedule and it also has reasonable grounds to suspect thatthe corporation that is the subject of the request committed the offence or was used tocommit the offence,facilitate the commission of the offence, orprotect from detection or punishment a person who has committed the offence;an individual with significant control over the corporation that is the subject of the request is also an individual with significant control over a corporation that committed the offence or was used to do anything referred to in any of subparagraphs (a)(i) to (iii); oran individual with significant control over the corporation that is the subject of the request is also an individual who, directly or indirectly, influences the affairs of an entity, other than a corporation, that committed the offence or was used to do anything referred to in any of subparagraphs (a)(i) to (iii).Service or sending of requestThe request must be served on the corporation by leaving the request at the corporation’s registered office as shown in the last notice filed under section 19 or sent to the corporation by registered mail to that registered office and, if so sent, is deemed to be received at the time it would be delivered in the ordinary course of mail, unless there are reasonable grounds for believing that the corporation did not receive the request at that time or at all.OffenceA corporation that, without reasonable cause, contravenes subsection (1) is guilty of an offence and liable on summary conviction to a fine of not more than $100,000.Amendment to scheduleThe Governor in Council may, by order, amend the schedule by adding or deleting a reference to an offence.2019, c. 29, s. 992024, c. 17, s. 233
RecordEvery investigative body that makes a request under subsection 21.31(1) shall keep a record setting out the following:the name of the corporation that was the subject of the request;the reasonable grounds on which the request was based;information respecting what was requested;the date the request was served or deemed to have been received;information respecting the service or the sending of the request;all information received from the corporation in response to the request; andany prescribed information.ReportEvery investigative body that makes a request under subsection 21.31(1) shall, within 90 days after the end the calendar year in which the request was made, provide the Director with a report setting out the total number of requests made by it in that year and, in the case of the Royal Canadian Mounted Police and the Canada Revenue Agency, the number of requests made in each province.Non-applicationSection 251 does not apply in respect of a contravention of subsection (1) or (2).2019, c. 29, s. 99
OffenceEvery director or officer of a corporation who knowingly authorizes, permits or acquiesces in the contravention of subsection 21.1(1), 21.21(1) or (2), 21.3(1) or 21.31(1) by that corporation commits an offence, whether or not the corporation has been prosecuted or convicted.Offence — recording of false or misleading informationEvery director or officer of a corporation who knowingly records or knowingly authorizes, permits or acquiesces in the recording of false or misleading information in the register of the corporation referred to in subsection 21.1(1) commits an offence.Offence — provision of false or misleading informationEvery director or officer of a corporation who knowingly provides or knowingly authorizes, permits or acquiesces in the provision to any person or entity of false or misleading information in relation to the register of the corporation referred to in subsection 21.1(1) commits an offence.Offence — subsection 21.1(4)Every shareholder who knowingly contravenes subsection 21.1(4) commits an offence.OffenceA person who commits an offence under any of subsections (1) to (4) is liableon summary conviction to a fine not exceeding $200,000 or to imprisonment for a term not exceeding two years, or to both; oron conviction on indictment, to a fine not exceeding $1,000,000 or to imprisonment for a term not exceeding five years, or to both.2018, c. 27, s. 1832019, c. 29, s. 1002023, c. 29, s. 52024, c. 17, s. 234
Form of recordsAll registers and other records required by this Act to be prepared and maintained may be in a bound or loose-leaf form or in a photographic film form, or may be entered or recorded by any system of mechanical or electronic data processing or any other information storage device that is capable of reproducing any required information in intelligible written form within a reasonable time.PrecautionsA corporation or its agents or mandataries shall take reasonable precautions toprevent loss or destruction of,prevent falsification of entries in, andfacilitate detection and correction of inaccuracies inthe registers and other records required by this Act to be prepared and maintained.OffenceA person who, without reasonable cause, contravenes this section is guilty of an offence and liable on summary conviction to a fine not exceeding five thousand dollars or to imprisonment for a term not exceeding six months or to both.R.S., 1985, c. C-44, s. 22; 2011, c. 21, s. 17(E)
Corporate sealA corporation may, but need not, adopt a corporate seal, and may change a corporate seal that is adopted.Validity of unsealed documentsA document executed or, in Quebec, signed on behalf of a corporation is not invalid merely because a corporate seal is not affixed to it.R.S., 1985, c. C-44, s. 23; 2001, c. 14, s. 12; 2011, c. 21, s. 18(E)
Corporate Finance
SharesShares of a corporation shall be in registered form and shall be without nominal or par value.TransitionalWhen a body corporate is continued under this Act, a share with nominal or par value issued by the body corporate before it was so continued is, for the purpose of subsection (1), deemed to be a share without nominal or par value.Rights attached to sharesWhere a corporation has only one class of shares, the rights of the holders thereof are equal in all respects and include the rightsto vote at any meeting of shareholders of the corporation;to receive any dividend declared by the corporation; andto receive the remaining property of the corporation on dissolution.Rights to classes of sharesThe articles may provide for more than one class of shares and, if they so provide,the rights, privileges, restrictions and conditions attaching to the shares of each class shall be set out therein; andthe rights set out in subsection (3) shall be attached to at least one class of shares but all such rights are not required to be attached to one class.R.S., 1985, c. C-44, s. 24; R.S., 1985, c. 1 (4th Supp.), s. 45(F)
Issue of sharesSubject to the articles, the by-laws and any unanimous shareholder agreement and to section 28, shares may be issued at such times and to such persons and for such consideration as the directors may determine.Shares non-assessableShares issued by a corporation are non-assessable and the holders are not liable to the corporation or to its creditors in respect thereof.ConsiderationA share shall not be issued until the consideration for the share is fully paid in money or in property or past services that are not less in value than the fair equivalent of the money that the corporation would have received if the share had been issued for money.Consideration other than moneyIn determining whether property or past services are the fair equivalent of a money consideration, the directors may take into account reasonable charges and expenses of organization and reorganization and payments for property and past services reasonably expected to benefit the corporation.Definition of propertyFor the purposes of this section, property does not include a promissory note, or a promise to pay, that is made by a person to whom a share is issued, or a person who does not deal at arm’s length, within the meaning of that expression in the Income Tax Act, with a person to whom a share is issued.R.S., 1985, c. C-44, s. 25; 2001, c. 14, s. 13
Stated capital accountA corporation shall maintain a separate stated capital account for each class and series of shares it issues.Entries in stated capital accountA corporation shall add to the appropriate stated capital account the full amount of any consideration it receives for any shares it issues.Exception for non-arm’s length transactionsDespite subsection (2), a corporation may, subject to subsection (4), add to the stated capital accounts maintained for the shares of classes or series the whole or any part of the amount of the consideration that it receives in an exchange if the corporation issues sharesin exchange forproperty of a person who immediately before the exchange did not deal with the corporation at arm’s length within the meaning of that expression in the Income Tax Act,shares of, or another interest or right in, a body corporate that immediately before the exchange, or that because of the exchange, did not deal with the corporation at arm’s length within the meaning of that expression in the Income Tax Act, orproperty of a person who, immediately before the exchange, dealt with the corporation at arm’s length within the meaning of that expression in the Income Tax Act, if the person, the corporation and all the holders of shares in the class or series of shares so issued consent to the exchange; orpursuant to an agreement referred to in subsection 182(1) or an arrangement referred to in paragraph 192(1)(b) or (c) or to shareholders of an amalgamating body corporate who receive the shares in addition to or instead of securities of the amalgamated body corporate.Limit on addition to a stated capital accountOn the issue of a share a corporation shall not add to a stated capital account in respect of the share it issues an amount greater than the amount of the consideration it received for the share.Constraint on addition to a stated capital accountWhere a corporation proposes to add any amount to a stated capital account it maintains in respect of a class or series of shares, ifthe amount to be added was not received by the corporation as consideration for the issue of shares, andthe corporation has issued any outstanding shares of more than one class or series,the addition to the stated capital account must be approved by special resolution unless all the issued and outstanding shares are shares of not more than two classes of convertible shares referred to in subsection 39(5).Other additions to stated capitalWhen a body corporate is continued under this Act, it may add to a stated capital account any consideration received by it for a share it issued and a corporation at any time may, subject to subsection (5), add to a stated capital account any amount it credited to a retained earnings or other surplus account.TransitionalWhen a body corporate is continued under this Act, subsection (2) does not apply to the consideration received by it before it was so continued unless the share in respect of which the consideration is received is issued after the corporation is so continued.IdemWhen a body corporate is continued under this Act, any amount unpaid in respect of a share issued by the body corporate before it was so continued and paid after it was so continued shall be added to the stated capital account maintained for the shares of that class or series.TransitionalFor the purposes of subsection 34(2), sections 38 and 42, and paragraph 185(2)(a), when a body corporate is continued under this Act its stated capital is deemed to include the amount that would have been included in stated capital if the body corporate had been incorporated under this Act.RestrictionA corporation shall not reduce its stated capital or any stated capital account except in the manner provided in this Act.Exception for an open-end mutual fundSubsections (1) to (10) and any other provisions of this Act relating to stated capital do not apply to an open-end mutual fund.Definition of open-end mutual fundFor the purposes of this section, open-end mutual fund means a distributing corporation that carries on only the business of investing the consideration it receives for the shares it issues, and all or substantially all of those shares are redeemable on the demand of a shareholder.R.S., 1985, c. C-44, s. 26; 2001, c. 14, s. 14; 2011, c. 21, s. 19(E)
Shares in seriesThe articles may authorize, subject to any limitations set out in them, the issue of any class of shares in one or more series and may do either or both of the following:fix the number of shares in, and determine the designation, rights, privileges, restrictions and conditions attaching to the shares of, each series; orauthorize the directors to fix the number of shares in, and determine the designation, rights, privileges, restrictions and conditions attaching to the shares of, each series.Series participationIf any cumulative dividends or amounts payable on return of capital in respect of a series of shares are not paid in full, the shares of all series of the same class participate rateably in respect of accumulated dividends and return of capital.Restrictions on seriesNo rights, privileges, restrictions or conditions attached to a series of shares authorized under this section shall confer on a series a priority in respect of dividends or return of capital over any other series of shares of the same class that are then outstanding.Amendment of articlesIf the directors exercise their authority under paragraph (1)(b), they shall, before the issue of shares of the series, send, in the form that the Director fixes, articles of amendment to the Director to designate a series of shares.Certificate of amendmentOn receipt of articles of amendment designating a series of shares, the Director shall issue a certificate of amendment in accordance with section 262.Effect of certificateThe articles of the corporation are amended accordingly on the date shown in the certificate of amendment.R.S., 1985, c. C-44, s. 27; 2001, c. 14, s. 15
Pre-emptive rightIf the articles so provide, no shares of a class shall be issued unless the shares have first been offered to the shareholders holding shares of that class, and those shareholders have a pre-emptive right to acquire the offered shares in proportion to their holdings of the shares of that class, at such price and on such terms as those shares are to be offered to others.ExceptionNotwithstanding that the articles provide the pre-emptive right referred to in subsection (1), shareholders have no pre-emptive right in respect of shares to be issuedfor a consideration other than money;as a share dividend; orpursuant to the exercise of conversion privileges, options or rights previously granted by the corporation.1974-75-76, c. 33, s. 28; 1978-79, c. 9, s. 1(F)
Options and rightsA corporation may issue certificates, warrants or other evidences of conversion privileges, options or rights to acquire securities of the corporation, and shall set out the conditions thereofin the certificates, warrants or other evidences; orin certificates evidencing the securities to which the conversion privileges, options or rights are attached.Transferable rightsConversion privileges, options and rights to acquire securities of a corporation may be made transferable or non-transferable, and options and rights to acquire may be made separable or inseparable from any securities to which they are attached.Reserved sharesWhere a corporation has granted privileges to convert any securities issued by the corporation into shares, or into shares of another class or series, or has issued or granted options or rights to acquire shares, if the articles limit the number of authorized shares, the corporation shall reserve and continue to reserve sufficient authorized shares to meet the exercise of such conversion privileges, options and rights.R.S., 1985, c. C-44, s. 29; 2001, c. 14, s. 16(F)
Restriction regarding bearer sharesDespite section 29, a corporation shall not issue, in bearer form, a certificate, warrant or other evidence of a conversion privilege, option or right to acquire a share of the corporation.ReplacementA corporation shall, on the request of a holder of a certificate, warrant or other evidence of a conversion privilege, option or right to acquire a share of the corporation that is in bearer form and that was issued before the coming into force of this section, issue in exchange to that holder, in registered form, a certificate, warrant or other evidence, as the case may be.2018, c. 8, s. 7
Corporation holding its own sharesSubject to subsection (2) and sections 31 to 36, a corporationshall not hold shares in itself or in its holding body corporate; andshall not permit any of its subsidiary bodies corporate to acquire shares of the corporation.Subsidiary holding shares of its parentSubject to section 31, a corporation shall cause a subsidiary body corporate of the corporation that holds shares of the corporation to sell or otherwise dispose of those shares within five years from the datethe body corporate became a subsidiary of the corporation; orthe corporation was continued under this Act.R.S., 1985, c. C-44, s. 30; 2001, c. 14, s. 17; 2011, c. 21, s. 20(F)
ExceptionA corporation may in the capacity of a personal representative hold shares in itself or in its holding body corporate unless it or the holding body corporate or a subsidiary of either of them has a beneficial interest in the shares.IdemA corporation may hold shares in itself or in its holding body corporate by way of security for the purposes of a transaction entered into by it in the ordinary course of a business that includes the lending of money.Exception — subsidiary acquiring sharesA corporation may permit any of its subsidiary bodies corporate to acquire shares of the corporationin the subsidiary’s capacity as a personal representative, unless the subsidiary would have a beneficial interest in the shares; orby way of security for the purposes of a transaction entered into by the subsidiary in the ordinary course of a business that includes the lending of money.Exception — conditions precedentA corporation may permit any of its subsidiary bodies corporate to acquire shares of the corporation through the issuance of those shares by the corporation to the subsidiary body corporate if, before the acquisition takes place, the conditions prescribed for the purposes of this subsection are met.Conditions subsequentAfter an acquisition has taken place under the purported authority of subsection (4), the conditions prescribed for the purposes of this subsection must be met.Non-compliance with conditionsIfa corporation permits a subsidiary body corporate to acquire shares of the corporation under the purported authority of subsection (4), andeitherone or more of the conditions prescribed for the purposes of subsection (4) were not met, orone or more of the conditions prescribed for the purposes of subsection (5) are not met or cease to be met,then, notwithstanding subsections 16(3) and 26(2), the prescribed consequences apply in respect of the acquisition of the shares and their issuance.R.S., 1985, c. C-44, s. 31; 2001, c. 14, s. 18; 2011, c. 21, s. 21
Exception relating to Canadian ownershipSubject to subsection 39(8), a corporation may, for the purpose of assisting the corporation or any of its affiliates or associates to qualify under any prescribed law of Canada or a province to receive licences, permits, grants, payments or other benefits by reason of attaining or maintaining a specified level of Canadian ownership or control, hold shares in itself thatare not constrained for the purpose of assisting the corporation or any of its affiliates or associates to so qualify; orare shares into which shares held under paragraph (a) were converted by the corporation that are constrained for the purpose of assisting the corporation to so qualify and that were not previously held by the corporation.Prohibited transfersA corporation shall not transfer shares held under subsection (1) to any person unless the corporation is satisfied, on reasonable grounds, that the ownership of the shares as a result of the transfer would assist the corporation or any of its affiliates or associates to achieve the purpose set out in subsection (1).OffenceA corporation that, without reasonable cause, fails to comply with subsection (2) is guilty of an offence and liable on summary conviction to a fine not exceeding five thousand dollars.Directors of corporationWhere a corporation commits an offence under subsection (3), any director of the corporation who knowingly authorized, permitted or acquiesced in the commission of the offence is a party to and guilty of the offence and is liable on summary conviction to a fine not exceeding five thousand dollars or to imprisonment for a term not exceeding six months or to both, whether or not the corporation has been prosecuted or convicted.Where shares are transferredWhere shares held under subsection (1) are transferred by a corporation, subsections 25(1), (3), (4) and (5), paragraph 115(3)(c) and subsection 118(1) apply, with such modifications as the circumstances require, in respect of the transfer as if the transfer were an issue.Transfer not void, voidable or nullNo transfer of shares by a corporation shall be void, voidable or, in Quebec, null solely because the transfer is in contravention of subsection (2).R.S., 1985, c. C-44, s. 32; 2011, c. 21, s. 22
Voting sharesA corporation holding shares in itself or in its holding body corporate shall not vote or permit those shares to be voted unless the corporationholds the shares in the capacity of a personal representative; andhas complied with section 153.Subsidiary body corporateA corporation shall not permit any of its subsidiary bodies corporate holding shares in the corporation to vote, or permit those shares to be voted, unless the subsidiary body corporate satisfies the requirements of subsection (1).R.S., 1985, c. C-44, s. 33; 2001, c. 14, s. 19; 2011, c. 21, s. 23
Acquisition of corporation’s own sharesSubject to subsection (2) and to its articles, a corporation may purchase or otherwise acquire shares issued by it.LimitationA corporation shall not make any payment to purchase or otherwise acquire shares issued by it if there are reasonable grounds for believing thatthe corporation is, or would after the payment be, unable to pay its liabilities as they become due; orthe realizable value of the corporation’s assets would after the payment be less than the aggregate of its liabilities and stated capital of all classes.R.S., 1985, c. C-44, s. 34; 2001, c. 14, s. 20(F)
Alternative acquisition of corporation’s own sharesNotwithstanding subsection 34(2), but subject to subsection (3) and to its articles, a corporation may purchase or otherwise acquire shares issued by it tosettle or compromise a debt or claim asserted by or against the corporation;eliminate fractional shares; orfulfil 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.IdemNotwithstanding subsection 34(2), a corporation may purchase or otherwise acquire shares issued by it tosatisfy the claim of a shareholder who dissents under section 190; orcomply with an order under section 241.LimitationA corporation shall not make any payment to purchase or acquire under subsection (1) shares issued by it if there are reasonable grounds for believing thatthe corporation is, or would after the payment be, unable to pay its liabilities as they become due; orthe realizable value of the corporation’s assets would after the payment be less than the aggregate ofits liabilities, andthe 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.R.S., 1985, c. C-44, s. 35; 2001, c. 14, s. 21
Redemption of sharesNotwithstanding subsection 34(2) or 35(3), but subject to subsection (2) and to its articles, a corporation may purchase or redeem any redeemable shares issued by it at prices not exceeding the redemption price thereof stated in the articles or calculated according to a formula stated in the articles.LimitationA corporation shall not make any payment to purchase or redeem any redeemable shares issued by it if there are reasonable grounds for believing thatthe corporation is, or would after the payment be, unable to pay its liabilities as they become due; orthe realizable value of the corporation’s assets would after the payment be less than the aggregate ofits liabilities, andthe amount that would be required to pay the holders of shares that have a right to be paid, on a redemption or in a liquidation, rateably with or before the holders of the shares to be purchased or redeemed, to the extent that the amount has not been included in its liabilities.R.S., 1985, c. C-44, s. 36; 2001, c. 14, s. 22
Gift or legacy of sharesA corporation may accept from any shareholder a share of the corporation surrendered to it as a gift including, in Quebec, a legacy but may not extinguish or reduce a liability in respect of an amount unpaid on any such share except in accordance with section 38.R.S., 1985, c. C-44, s. 37; 2011, c. 21, s. 24
Other reduction of stated capitalSubject to subsection (3), a corporation may by special resolution reduce its stated capital for any purpose including, without limiting the generality of the foregoing, for the purpose ofextinguishing or reducing a liability in respect of an amount unpaid on any share;distributing to the holder of an issued share of any class or series of shares an amount not exceeding the stated capital of the class or series; anddeclaring its stated capital to be reduced by an amount that is not represented by realizable assets.Contents of special resolutionA special resolution under this section shall specify the stated capital account or accounts from which the reduction of stated capital effected by the special resolution will be deducted.LimitationA corporation shall not reduce its stated capital for any purpose other than the purpose mentioned in paragraph (1)(c) if there are reasonable grounds for believing thatthe corporation is, or would after the reduction be, unable to pay its liabilities as they become due; orthe realizable value of the corporation’s assets would thereby be less than the aggregate of its liabilities.RecoveryA creditor of a corporation is entitled to apply to a court for an order compelling a shareholder or other recipientto pay to the corporation an amount equal to any liability of the shareholder that was extinguished or reduced contrary to this section; orto pay or deliver to the corporation any money or property that was paid or distributed to the shareholder or other recipient as a consequence of a reduction of capital made contrary to this section.LimitationAn action to enforce a liability imposed by this section may not be commenced after two years from the date of the act complained of.[Repealed, 2001, c. 14, s. 23]R.S., 1985, c. C-44, s. 38; 2001, c. 14, s. 23
Adjustment of stated capital accountOn a purchase, redemption or other acquisition by a corporation under section 34, 35, 36, 45 or 190 or paragraph 241(3)(f), of shares or fractions thereof issued by it, the corporation shall deduct from the stated capital account maintained for the class or series of shares of which the shares purchased, redeemed or otherwise acquired form a part an amount equal to the result obtained by multiplying the stated capital of the shares of that class or series by the number of shares of that class or series or fractions thereof purchased, redeemed or otherwise acquired, divided by the number of issued shares of that class or series immediately before the purchase, redemption or other acquisition.IdemA corporation shall deduct the amount of a payment made by the corporation to a shareholder under paragraph 241(3)(g) from the stated capital account maintained for the class or series of shares in respect of which the payment was made.IdemA corporation shall adjust its stated capital account or accounts in accordance with any special resolution referred to in subsection 38(2).IdemOn a conversion of issued shares of a corporation into shares of another class or series or a change under section 173, 191 or 241 of issued shares of a corporation into shares of another class or series, the corporation shalldeduct from the stated capital account maintained for the class or series of shares converted or changed an amount equal to the result obtained by multiplying the stated capital of the shares of that class or series by the number of shares of that class or series converted or changed, divided by the number of issued shares of that class or series immediately before the conversion or change; andadd the result obtained under paragraph (a) and any additional consideration received pursuant to the conversion or change to the stated capital account maintained or to be maintained for the class or series of shares into which the shares have been converted or changed.Stated capital of interconvertible sharesFor the purposes of subsection (4) and subject to its articles, where a corporation issues two classes of shares and there is attached to each such class a right to convert a share of the one class into a share of the other class, if a share of one class is converted into a share of the other class, the amount of stated capital attributable to a share in either class is the aggregate of the stated capital of both classes divided by the number of issued shares of both classes immediately before the conversion.Cancellation or restoration of sharesShares or fractions thereof of any class or series of shares issued by a corporation and purchased, redeemed or otherwise acquired by it shall be cancelled or, if the articles limit the number of authorized shares, may be restored to the status of authorized but unissued shares of the class.ExceptionFor the purposes of this section, a corporation holding shares in itself as permitted by subsections 31(1) and (2) is deemed not to have purchased, redeemed or otherwise acquired such shares.IdemFor the purposes of this section, a corporation holding shares in itself as permitted by paragraph 32(1)(a) is deemed not to have purchased, redeemed or otherwise acquired the shares at the time they were acquired, butany of those shares that are held by the corporation at the expiration of two years, andany shares into which any of those shares were converted by the corporation and held under paragraph 32(1)(b) that are held by the corporation at the expiration of two years after the shares from which they were converted were acquiredare deemed to have been acquired at the expiration of the two years.Conversion or change of sharesShares issued by a corporation and converted into shares of another class or series or changed under section 173, 191 or 241 into shares of another class or series shall become issued shares of the class or series of shares into which the shares have been converted or changed.Effect of change of shares on number of unissued sharesWhere the articles limit the number of authorized shares of a class of shares of a corporation and issued shares of that class or of a series of shares of that class have become, pursuant to subsection (9), issued shares of another class or series, the number of unissued shares of the first-mentioned class shall, unless the articles otherwise provide, be increased by the number of shares that, pursuant to subsection (9), became shares of another class or series.RepaymentDebt obligations issued, pledged, hypothecated or deposited by a corporation are not redeemed by reason only that the indebtedness evidenced by the debt obligations or in respect of which the debt obligations are issued, pledged, hypothecated or deposited is repaid.Acquisition and reissue of debt obligationsDebt obligations issued by a corporation and purchased, redeemed or otherwise acquired by it may be cancelled or, subject to any applicable trust indenture or other agreement, may be reissued, pledged or hypothecated to secure any obligation of the corporation then existing or thereafter incurred, and any such acquisition and reissue, pledge or hypothecation is not a cancellation of the debt obligations.R.S., 1985, c. C-44, s. 39; 1994, c. 24, s. 9(F); 2001, c. 14, s. 24(F); 2011, c. 21, s. 25(F)
Enforcement of contract to buy sharesA corporation shall fulfil its obligations under a contract to buy shares of the corporation, except if the corporation can prove that enforcement of the contract would put it in breach of any of sections 34 to 36.Status of contracting partyUntil the corporation has fulfilled all its obligations under a contract referred to in subsection (1), the other party retains the status of claimant entitled to be paid as soon as the corporation is lawfully able to do so or, in a liquidation, to be ranked subordinate to the rights of creditors and to the rights of holders of any class of shares whose rights were in priority to the rights given to the holders of the class of shares being purchased, but in priority to the rights of other shareholders.R.S., 1985, c. C-44, s. 40; 2001, c. 14, s. 25
Commission for sale of sharesThe directors may authorize the corporation to pay a reasonable commission to any person in consideration of the person’s purchasing or agreeing to purchase shares of the corporation from the corporation or from any other person, or procuring or agreeing to procure purchasers for any such shares.R.S., 1985, c. C-44, s. 41; 2001, c. 14, s. 135(E)
DividendsA corporation shall not declare or pay a dividend if there are reasonable grounds for believing thatthe corporation is, or would after the payment be, unable to pay its liabilities as they become due; orthe realizable value of the corporation’s assets would thereby be less than the aggregate of its liabilities and stated capital of all classes.1974-75-76, c. 33, s. 40; 1978-79, c. 9, s. 1(F)
Form of dividendA corporation may pay a dividend by issuing fully paid shares of the corporation and, subject to section 42, a corporation may pay a dividend in money or property.Adjustment of stated capital accountIf shares of a corporation are issued in payment of a dividend, the declared amount of the dividend stated as an amount of money shall be added to the stated capital account maintained or to be maintained for the shares of the class or series issued in payment of the dividend.1974-75-76, c. 33, s. 41; 1978-79, c. 9, ss. 1(F), 16
[Repealed, 2001, c. 14, s. 26]
Shareholder immunityThe shareholders of a corporation are not, as shareholders, liable for any liability, act or default of the corporation except under subsection 38(4), 118(4) or (5), 146(5) or 226(4) or (5).Lien or hypothec on sharesSubject to subsection 49(8), the articles may provide that the corporation has a lien or hypothec on a share registered in the name of a shareholder or the shareholder’s personal representative for a debt of that shareholder to the corporation, including an amount unpaid in respect of a share issued by a body corporate on the date it was continued under this Act.Enforcement of lien or hypothecA corporation may enforce a lien or hypothec referred to in subsection (2) in accordance with its by-laws.R.S., 1985, c. C-44, s. 45; 2001, c. 14, s. 27; 2011, c. 21, s. 26
Sale of Constrained Shares
Sale of constrained shares by corporationA corporation that has constraints on the issue, transfer or ownership of its shares of any class or series may, for any of the purposes referred to in paragraphs (a) to (c), sell, under the conditions and after giving the notice that may be prescribed, as if it were the owner of the shares, any of those constrained shares that are owned, or that the directors determine in the manner that may be prescribed may be owned, contrary to the constraints in order toassist the corporation or any of its affiliates or associates to qualify under any prescribed law of Canada or a province to receive licences, permits, grants, payments or other benefits by reason of attaining or maintaining a specified level of Canadian ownership or control;assist the corporation to comply with any prescribed law; orattain or maintain a level of Canadian ownership specified in its articles.Obligations of directors in saleWhere shares are to be sold by a corporation under subsection (1), the directors of the corporation shall select the shares for sale in good faith and in a manner that is not unfairly prejudicial to, and does not unfairly disregard the interests of, the holders of the shares in the constrained class or series taken as a whole.Effect of saleIf shares are sold by a corporation under subsection (1), the owner of the shares immediately before the sale shall by that sale be divested of their interest or right in the shares, and the person who, but for the sale, would be the registered owner of the shares or a person who satisfies the corporation that, but for the sale, they could properly be treated as the registered owner or registered holder of the shares under section 51 shall, from the time of the sale, be entitled to receive only the net proceeds of the sale, together with any income earned on the proceeds from the beginning of the month next following the date of the receipt by the corporation of the proceeds of the sale, less any taxes on the proceeds and any costs of administration of a trust fund constituted under subsection 47(1) in relation to the constitution of the fund.Subsections 51(4) to (6) applySubsections 51(4) to (6) apply in respect of the person who is entitled under subsection (3) to receive the proceeds of a sale of shares under subsection (1) as if the proceeds were a security and the person were a registered holder or owner of the security.R.S., 1985, c. C-44, s. 46; 1991, c. 45, s. 552, c. 47, s. 720; 2001, c. 14, ss. 28, 135(E); 2011, c. 21, s. 27
Proceeds of sale to be trust fundThe proceeds of a sale by a corporation under subsection 46(1) constitute a trust fund in the hands of the corporation for the benefit of the person entitled under subsection 46(3) to receive the proceeds of the sale, and any such trust fund may be commingled by the corporation with other such trust funds and shall be invested in such manner as may be prescribed.Costs of administrationReasonable costs of administration of a trust fund referred to in subsection (1) may be deducted from the trust fund and any income earned thereon.Appointment of trust companySubject to this section, a corporation may transfer any trust fund referred to in subsection (1), and the administration thereof, to a trust company in Canada registered as such under the laws of Canada or a province, and the corporation is thereupon discharged of all further liability in respect of the trust fund.Discharge of corporation and trust companyA receipt signed by a person entitled under subsection 46(3) to receive the proceeds of a sale that constitute a trust fund under subsection (1) shall be a complete discharge of the corporation and of any trust company to which a trust fund is transferred under subsection (3), in respect of the trust fund and income earned thereon paid to such person.Vesting in CrownA trust fund described in subsection (1), together with any income earned thereon, less any taxes thereon and costs of administration, that has not been claimed by a person entitled under subsection 46(3) to receive the proceeds of a sale that constitute the trust fund for a period of ten years after the date of the sale vests in Her Majesty in right of Canada.Escheats Act appliesSections 3 to 5 of the Escheats Act apply in respect of a trust fund that vests in Her Majesty in right of Canada under subsection (5).1980-81-82-83, c. 115, s. 4
Security Certificates, Registers and TransfersInterpretation and General
Application of PartThe transfer or transmission of a security shall be governed by this Part.DefinitionsIn this Part,adverse claim includes a claim that a transfer was or would be wrongful or that a particular adverse person is the owner of or has an interest or right in the security; (opposition)bearer means the person in possession of a security payable to bearer or endorsed in blank; (porteur)bona fide purchaser means a purchaser for value in good faith and without notice of any adverse claim who takes delivery of a security in bearer form or order form or of a security in registered form issued or endorsed to the purchaser or endorsed in blank; (acheteur de bonne foi)broker means a person who is engaged, whether or not exclusively, in the business of buying and selling securities and who, in the transaction concerned, acts for, or buys a security from, or sells a security to a customer; (courtier)delivery means voluntary transfer of possession; (livraison ou remise)fiduciary means any person who acts in a fiduciary capacity or as the administrator of the property of others and includes a personal representative of a deceased person; (représentant)fungible, in relation to securities, means securities of which any unit is, by nature or usage of trade, the equivalent of any other like unit; (fongibles)genuine means free of forgery or counterfeiting; (authentique)good faith means honesty in fact in the conduct of the transaction concerned; (bonne foi)holder means a person in possession of a security issued or endorsed to the person or the bearer or in blank; (détenteur)issuer includes a corporationthat is required by this Act to maintain a securities register,that, in Quebec, issues securities that confer directly or indirectly rights in its property, orthat, elsewhere in Canada, directly or indirectly creates fractional interests in its rights or property and that issues securities as evidence of the fractional interests; (émetteur)overissue means the issue of securities in excess of any maximum number of securities that the issuer is authorized by its articles or a trust indenture to issue; (émission excédentaire)purchaser means a person who takes an interest or right in a security by sale, mortgage, hypothec, pledge, issue, reissue, gift or any other voluntary transaction; (acquéreur)security or security certificate means an instrument issued by a corporation that isin bearer, order or registered form,of a type commonly dealt in on securities exchanges or markets or commonly recognized in any area in which it is issued or dealt in as a medium for investment,one of a class or series or by its terms divisible into a class or series of instruments, andevidence of a share, participation or other interest or right in or obligation of a corporation; (valeur mobilière ou certificat de valeur mobilière)transfer includes transmission by operation of law; (transfert)trust indenture means a trust indenture as defined in section 82; (acte de fiducie)unauthorized, in relation to a signature or an endorsement, means one made without actual, implied or apparent authority and includes a forgery; (non autorisé)valid means issued in accordance with the applicable law and the articles of the issuer, or validated under section 52. (valide)Negotiable instrumentsExcept where its transfer is restricted and noted on a security in accordance with subsection 49(8), a security is a negotiable instrument.Registered formA security is in registered form ifit specifies a person entitled to the security or to the rights it evidences, and its transfer is capable of being recorded in a securities register; orit bears a statement that it is in registered form.Order formA debt obligation is in order form where, by its terms, it is payable to the order or assigns of any person therein specified with reasonable certainty or to that person’s order.Bearer formA security is in bearer form if it is payable to bearer according to its terms and not by reason of any endorsement.Guarantor for issuerA guarantor for an issuer is deemed to be an issuer to the extent of the guarantee whether or not the obligation is noted on the security.R.S., 1985, c. C-44, s. 48; 2001, c. 14, ss. 29, 135(E); 2011, c. 21, s. 28
Rights of holderEvery security holder is entitled at their option to a security certificate that complies with this Act or a non-transferable written acknowledgment of their right to obtain such a security certificate from a corporation in respect of the securities of that corporation held by them.Maximum fee for certificate by regulationA corporation may charge a fee, not exceeding the prescribed amount, for a security certificate issued in respect of a transfer.Joint holdersA corporation is not required to issue more than one security certificate in respect of securities held jointly by several persons, and delivery of a certificate to one of several joint holders is sufficient delivery to all.SignaturesA security certificate shall be signed by at least one of the following persons, or the signature shall be printed or otherwise mechanically reproduced on the certificate:a director or officer of the corporation;a registrar, transfer agent or branch transfer agent of the corporation, or an individual on their behalf; anda trustee who certifies it in accordance with a trust indenture.[Repealed, 2001, c. 14, s. 30]Continuation of signatureIf a security certificate contains a printed or mechanically reproduced signature of a person, the corporation may issue the security certificate, notwithstanding that the person has ceased to be a director or an officer of the corporation, and the security certificate is as valid as if the person were a director or an officer at the date of its issue.Contents of share certificateThere shall be stated on the face of each share certificate issued by a corporationthe name of the corporation;the words “Incorporated under the Canada Business Corporations Act” or “subject to the Canada Business Corporations Act”;the name of the person to whom it was issued; andthe number and class of shares and the designation of any series that the certificate represents.RestrictionsNo restriction, charge, lien, hypothec, agreement or endorsement described in the following paragraphs is effective against a transferee of a security, issued by a corporation or by a body corporate before the body corporate was continued under this Act, who has no actual knowledge of the restriction, charge, lien, hypothec, agreement or endorsement unless it or a reference to it is noted conspicuously on the security certificate:a restriction on transfer other than a constraint under section 174;a charge, lien or hypothec in favour of the corporation;a unanimous shareholder agreement; oran endorsement under subsection 190(10).Limit on restrictionA distributing corporation, any of the issued shares of which remain outstanding and are held by more than one person, shall not have a restriction on the transfer or ownership of its shares of any class or series except by way of a constraint permitted under section 174.Notation of constraintWhere the articles of a corporation constrain the issue, transfer or ownership of shares of any class or series in order to assistthe corporation or any of its affiliates or associates to qualify under any prescribed law of Canada or a province to receive licences, permits, grants, payments or other benefits by reason of attaining or maintaining a specified level of Canadian ownership or control, orthe corporation to comply with any prescribed law,the constraint, or a reference to it, shall be conspicuously noted on every security certificate of the corporation evidencing a share that is subject to the constraint where the security certificate is issued after the day on which the share becomes subject to the constraint under this Act.Failure to noteThe failure to note a constraint or a reference to it pursuant to subsection (10) shall not invalidate any share or security certificate and shall not render a constraint ineffective against an owner, holder or transferee of the share or security certificate.TransitionalIf a body corporate continued under this Act has outstanding security certificates, and if the words “private company” appear on the certificates, those words are deemed to be a notice of a restriction, lien, hypothec, agreement or endorsement for the purpose of subsection (8).Particulars of classThere shall be stated legibly on a share certificate issued by a corporation that is authorized to issue shares of more than one class or seriesthe rights, privileges, restrictions and conditions attached to the shares of each class and series that exists when the share certificate is issued; orthat the class or series of shares that it represents has rights, privileges, restrictions or conditions attached thereto and that the corporation will furnish a shareholder, on demand and without charge, with a full copy of the text ofthe rights, privileges, restrictions and conditions attached to each class authorized to be issued and to each series in so far as the same have been fixed by the directors, andthe authority of the directors to fix the rights, privileges, restrictions and conditions of subsequent series.DutyWhere a share certificate issued by a corporation contains the statement mentioned in paragraph (13)(b), the corporation shall furnish a shareholder, on demand and without charge, with a full copy of the text ofthe rights, privileges, restrictions and conditions attached to each class authorized to be issued and to each series in so far as the same have been fixed by the directors; andthe authority of the directors to fix the rights, privileges, restrictions and conditions of subsequent series.Fractional shareA corporation may issue for each fractional share, a certificate in registered form or scrip certificates in registered form that entitle the holder to receive a certificate for a full share in exchange for scrip certificates equalling a full share.ReplacementOn the request of a holder of a certificate for a fractional share or of a scrip certificate, a corporation shall, if the certificate is in bearer form and was issued before the coming into force of this subsection, issue in exchange to that holder, in registered form, a certificate for a fractional share or a scrip certificate, as the case may be.Scrip certificatesThe directors may attach conditions to any scrip certificates issued by a corporation, including conditions thatthe scrip certificates become void or, in Quebec, null if not exchanged for a share certificate representing a full share before a specified date; andany shares for which such scrip certificates are exchangeable may, notwithstanding any pre-emptive right, be issued by the corporation to any person and the proceeds thereof distributed rateably to the holders of the scrip certificates.Holder of fractional shareA holder of a fractional share issued by a corporation is not entitled to exercise voting rights or to receive a dividend in respect of the fractional share, unlessthe fractional share results from a consolidation of shares; orthe articles of the corporation otherwise provide.Holder of scrip certificateA holder of a scrip certificate is not entitled to exercise voting rights or to receive a dividend in respect of the scrip certificate.R.S., 1985, c. C-44, s. 49; 1991, c. 45, s. 553, c. 47, s. 721; 1994, c. 24, s. 34(F); 2001, c. 14, ss. 30, 135(E); 2011, c. 21, s. 29; 2018, c. 8, s. 8
Securities recordsA corporation shall maintain a securities register in which it records the securities issued by it in registered form, showing with respect to each class or series of securitiesthe names, alphabetically arranged, and the latest known address of each person who is or has been a security holder;the number of securities held by each security holder; andthe date and particulars of the issue and transfer of each security.Central and branch registersA corporation may appoint an agent or mandatary to maintain a central securities register and branch securities registers.Place of registerA central securities register shall be maintained by a corporation at its registered office or at any other place in Canada designated by the directors, and any branch securities registers may be kept at any place in or out of Canada designated by the directors.Effect of registrationRegistration of the issue or transfer of a security in the central securities register or in a branch securities register is complete and valid registration for all purposes.Branch registerA branch securities register shall only contain particulars of securities issued or transferred at that branch.Central registerParticulars of each issue or transfer of a security registered in a branch securities register shall also be kept in the corresponding central securities register.Destruction of certificatesA corporation, its agent or mandatary, or a trustee as defined in subsection 82(1) is not required to producea cancelled security certificate in registered form, an instrument referred to in subsection 29(1) that is cancelled or a like cancelled instrument in registered form six years after the date of its cancellation;a cancelled security certificate in bearer form or an instrument referred to in subsection 29(1) that is cancelled or a like cancelled instrument in bearer form after the date of its cancellation; oran instrument referred to in subsection 29(1) or a like instrument, irrespective of its form, after the date of its expiration.R.S., 1985, c. C-44, s. 50; 2011, c. 21, s. 30(E)
Dealings with registered holderA corporation or a trustee defined in subsection 82(1) may, subject to sections 134, 135 and 138, treat the registered owner of a security as the person exclusively entitled to vote, to receive notices, to receive any interest, dividend or other payments in respect of the security, and otherwise to exercise all the rights and powers of an owner of the security.Constructive registered holderNotwithstanding subsection (1), a corporation whose articles restrict the right to transfer its securities shall, and any other corporation may, treat a person as a registered security holder entitled to exercise all the rights of the security holder that the person represents, if the person furnishes the corporation with evidence as described in subsection 77(4) that the person isthe heir of a deceased security holder, or the personal representative of the heirs, or the personal representative of the estate or succession of a deceased security holder;a personal representative of a registered security holder who is an infant, an incapable person or a missing person; ora liquidator of, or a trustee in bankruptcy for, a registered security holder.Permissible registered holderIf a person on whom the ownership of a security devolves by operation of law, other than a person described in subsection (2), furnishes proof of the person’s authority to exercise rights or privileges in respect of a security of the corporation that is not registered in the person’s name, the corporation shall treat the person as entitled to exercise those rights or privileges.Immunity of corporationA corporation is not required to inquire into the existence of, or see to the performance or observance of, any duty owed to a third person by a registered holder of any of its securities or by anyone whom it treats, as permitted or required by this section, as the owner or registered holder thereof.Persons less than 18 years of ageIf a person who is less than 18 years of age exercises any rights of ownership in the securities of a corporation, no subsequent repudiation or avoidance or, in Quebec, annulment or reduction of obligations is effective against the corporation.Joint holdersA corporation may treat as owner of a security the survivors of persons to whom the security was issued as joint holders, if it receives proof satisfactory to it of the death of any such joint holder.Transmission of securitiesSubject to any applicable law relating to the collection of taxes, a person referred to in paragraph (2)(a) is entitled to become a registered holder, or to designate a registered holder, if the person deposits with the corporation or its transfer agentthe original grant of probate, of letters of administration or, in Quebec, of the probate of the will or of the notarial minutes of the probate, or a copy certified to be a true copy of one of those documents bythe court that granted the probate or letters of administration, or the notary who prepared the minutes of the probate,a trust company incorporated under the laws of Canada or a province, ora lawyer or notary acting on behalf of the person referred to in paragraph (2)(a), orin the case of transmission by notarial will in Quebec, an authentic copy established in accordance with the laws of that province,together withan affidavit or declaration of transmission made by a person referred to in paragraph (2)(a), stating the particulars of the transmission, andthe security certificate that was owned by the deceased holderin case of a transfer to a person referred to in paragraph (2)(a), with or without the endorsement of that person, andin case of a transfer to any other person, endorsed in accordance with section 65,and accompanied by any assurance the corporation may require under section 77.Excepted transmissionsDespite subsection (7), if the laws of the jurisdiction governing the transmission of a security of a deceased holder do not require a grant of probate or of letters of administration or the probate of the will or the notarial minutes of the probate in respect of the transmission, a personal representative of the deceased holder is entitled, subject to any applicable law relating to the collection of taxes, to become a registered holder or to designate a registered holder, if the personal representative deposits with the corporation or its transfer agentthe security certificate that was owned by the deceased holder; andreasonable proof of the governing laws, of the deceased holder’s interest or right in the security and of the right of the personal representative or the person designated by the personal representative to become the registered holder.Right of corporationDeposit of the documents required by subsection (7) or (8) empowers a corporation or its transfer agent to record in a securities register the transmission of a security from the deceased holder to a person referred to in paragraph (2)(a) or to such person as the person referred to in that paragraph may designate and, thereafter, to treat the person who thus becomes a registered holder as the owner of those securities.R.S., 1985, c. C-44, s. 51; 2001, c. 14, ss. 31, 135(E); 2011, c. 21, s. 31; 2018, c. 8, s. 9(E)
OverissueThe provisions of this Part that validate a security or compel its issue or reissue do not apply to the extent that validation, issue or reissue would result in overissue, butif a valid security, similar in all respects to the security involved in the overissue, is reasonably available for purchase, the person entitled to the validation or issue may compel the issuer to purchase and deliver such a security against surrender of the security that the person holds;if a valid security, similar in all respects to the security involved in the overissue, is not reasonably available for purchase, the person entitled to the validation or issue may recover from the issuer an amount equal to the price the last purchaser for value paid for the invalid security.Retroactive validationWhen an issuer amends its articles or a trust indenture to which it is a party to increase its authorized securities to a number equal to or in excess of the number of securities previously authorized plus the amount of the securities overissued, the securities so overissued are valid from the date of their issue.Payment not a purchase or redemptionA purchase or payment by an issuer under subsection (1) is not a purchase or payment to which section 34, 35, 36 or 39 applies.R.S., 1985, c. C-44, s. 52; 2001, c. 14, s. 135(E)
Burden of proofIn an action on a security,unless specifically denied in the pleadings, each signature on the security or in a necessary endorsement is admitted;a signature on the security is presumed to be genuine and authorized but, if the effectiveness of the signature is put in issue, the burden of establishing that it is genuine and authorized is on the party claiming under the signature;if a signature is admitted or established, production of the instrument entitles a holder to recover on it unless the defendant establishes a defence or a defect going to the validity of the security; andif the defendant establishes that a defence or defect exists, the plaintiff has the burden of establishing that the defence or defect is ineffective against the plaintiff or some person under whom the plaintiff claims.R.S., 1985, c. C-44, s. 53; 2001, c. 14, s. 135(E)
Securities fungibleUnless otherwise agreed and subject to the provisions of this Act, of any other applicable Act of Parliament, of any applicable Act of the legislature of a province or of any applicable regulation made under any such Act or to any applicable stock exchange rule, a person required to deliver securities may deliver any security of the specified issue.R.S., 1985, c. C-44, s. 54; 2001, c. 14, s. 135(E); 2018, c. 8, s. 10
Issue — Issuer
Notice of defectEven against a purchaser for value without notice of a defect going to the validity of a security, the terms of the security include those stated on the security and those incorporated in it by reference to another instrument or act, statute, rule, regulation or order to the extent that the terms so incorporated do not conflict with the stated terms, but such a reference is not of itself notice to a purchaser for value of a defect going to the validity of the security, even though the security expressly states that a person accepting it admits the notice.Purchaser for valueA security is valid in the hands of a purchaser for value without notice of any defect going to its validity.Lack of genuinenessSubject to section 57, the fact that a security is not genuine is a complete defence even against a purchaser for value without notice.Ineffective defencesAll other defences of an issuer, including non-delivery and conditional delivery of a security, are ineffective against a purchaser for value without notice of the particular defence.R.S., 1985, c. C-44, s. 55; 2011, c. 21, s. 32(E)
Staleness as notice of defectAfter an event that creates a right to immediate performance of the principal obligation evidenced by a security, or that sets a date on or after which a security is to be presented or surrendered for redemption or exchange, a purchaser is deemed to have notice of any defect in its issue or of any defence of the issuer,if the event requires the payment of money or the delivery of securities, or both, on presentation or surrender of the security, and such money or securities are available on the date set for payment or exchange, and the purchaser takes the security more than one year after that date; orif the purchaser takes the security more than two years after the date set for presentation or surrender or the date on which such performance became due.R.S., 1985, c. C-44, s. 56; 2001, c. 14, s. 135(E)
Unauthorized signatureAn unauthorized signature on a security before or in the course of its issue is ineffective, except that the signature is effective in favour of a purchaser for value and without notice of the lack of authority, if the signing has been done byan authenticating trustee, registrar, transfer agent or other person entrusted by the issuer with the signing of the security, or of similar securities, or their immediate preparation for signing; oran employee of the issuer or of a person referred to in paragraph (a) who in the ordinary course of their duties handles the security.R.S., 1985, c. C-44, s. 57; 2001, c. 14, s. 135(E)
Completion or alterationWhere a security contains the signatures necessary for its issue or transfer but is incomplete in any other respect,any person may complete it by filling in the blanks in accordance with their authority; andnotwithstanding that the blanks are incorrectly filled in, the security as completed is enforceable by a purchaser who took it for value and without notice of such incorrectness.EnforceabilityA completed security that has been improperly altered, even if fraudulently altered, remains enforceable but only according to its original terms.R.S., 1985, c. C-44, s. 58; 2001, c. 14, s. 135(E)
Warranties of agentsA person signing a security as authenticating trustee, registrar, transfer agent or other person entrusted by the issuer with the signing of the security warrants to a purchaser for value without notice thatthe security is genuine;the person’s acts in connection with the issue of the security are within their authority; andthe person has reasonable grounds for believing that the security is in the form and within the amount the issuer is authorized to issue.Limitation of liabilityUnless otherwise agreed, a person referred to in subsection (1) does not assume any further liability for the validity of a security.R.S., 1985, c. C-44, s. 59; 2001, c. 14, s. 135(E)
Purchase
Title of purchaserOn delivery of a security the purchaser acquires the rights in the security that the transferor had or had authority to convey, except that a purchaser who has been a party to any fraud or illegality affecting the security or who as a prior holder had notice of an adverse claim does not improve their position by taking from a later bona fide purchaser.Title of bona fide purchaserA bona fide purchaser, in addition to acquiring the rights of a purchaser, also acquires the security free from any adverse claim.Limitation of the purchaseA purchaser acquires rights only to the extent of the interest or right purchased.R.S., 1985, c. C-44, s. 60; 2001, c. 14, s. 135(E); 2011, c. 21, s. 33(E)
Deemed notice of adverse claimA purchaser of a security, or any broker for a seller or purchaser, is deemed to have notice of an adverse claim ifthe security, whether in bearer or registered form, has been endorsed “for collection” or “for surrender” or for some other purpose not involving transfer; orthe security is in bearer form and has on it a statement that it is the property of a person other than the transferor, except that the mere writing of a name on a security is not such a statement.Notice of fiduciary dutyNotwithstanding that a purchaser, or any broker for a seller or purchaser, has notice that a security is held for a third person or is registered in the name of or endorsed by a fiduciary, they have no duty to inquire into the rightfulness of the transfer and have no notice of an adverse claim, except that where they know that the consideration is to be used for, or that the transaction is for, the personal benefit of the fiduciary or is otherwise in breach of the fiduciary’s duty, the purchaser or broker is deemed to have notice of an adverse claim.R.S., 1985, c. C-44, s. 61; 2001, c. 14, s. 135(E)
Staleness as notice of adverse claimAn event that creates a right to immediate performance of the principal obligation evidenced by a security or that sets a date on or after which the security is to be presented or surrendered for redemption or exchange is not of itself notice of an adverse claim, except in the case of a purchaseafter one year from any date set for such presentation or surrender for redemption or exchange; orafter six months from any date set for payment of money against presentation or surrender of the security if funds are available for payment on that date.1974-75-76, c. 33, s. 58; 1978-79, c. 9, s. 1(F)
Warranties to issuerA person who presents a security for registration of transfer or for payment or exchange warrants to the issuer that the person is entitled to the registration, payment or exchange, except that a purchaser for value without notice of an adverse claim who receives a new, reissued or re-registered security on registration of transfer warrants only that the purchaser has no knowledge of any unauthorized signature in a necessary endorsement.Warranties to purchaserA person by transferring a security to a purchaser for value warrants only thatthe transfer is effective and rightful;the security is genuine and has not been materially altered; andthe person knows of nothing that might impair the validity of the security.Warranties of intermediaryWhere a security is delivered by an intermediary known by the purchaser to be entrusted with delivery of the security on behalf of another or with collection of a draft or other claim to be collected against such delivery, the intermediary by such delivery warrants only the intermediary’s good faith and authority even if the intermediary has purchased or made advances against the draft or other claim to be collected against the delivery.Warranties of pledgeeA pledgee or other holder for purposes of security who redelivers a security received, or after payment and on order of the debtor delivers that security to a third person, gives only the warranties of an intermediary under subsection (3).Warranties of brokerA broker gives to a customer, to the issuer or to a purchaser, as the case may be, the warranties provided in this section and has the rights and privileges of a purchaser under this section, and those warranties of and in favour of the broker acting as an agent or mandatary are in addition to warranties given by the customer and warranties given in favour of the customer.R.S., 1985, c. C-44, s. 63; 2001, c. 14, s. 135(E); 2011, c. 21, s. 34(E)
Right to compel endorsementWhen a security in registered form is delivered to a purchaser without a necessary endorsement, the purchaser may become a bona fide purchaser only as of the time the endorsement is supplied, but against the transferor the transfer is complete on delivery and the purchaser has a specifically enforceable right to have any necessary endorsement supplied.R.S., 1985, c. C-44, s. 64; 2001, c. 14, s. 135(E)
Definition of appropriate personIn this section, appropriate person meansthe person specified by the security or by special endorsement to be entitled to the security;if a person described in paragraph (a) is described as a fiduciary but is no longer serving in the described capacity, either that person or the person’s successor;if the security or endorsement mentioned in paragraph (a) specifies more than one person as fiduciaries and one or more are no longer serving in the described capacity, the remaining fiduciary or fiduciaries, whether or not a successor has been appointed or qualified;if a person described in paragraph (a) is an individual and is without capacity to act by reason of death, minority or incapability, the person’s fiduciary;if the security or endorsement mentioned in paragraph (a) specifies more than one person with right of survivorship and by reason of death all cannot sign, the survivor or survivors;a person having power to sign under applicable law or a power of attorney; orto the extent that a person described in paragraphs (a) to (f) may act through an agent or mandatary, the authorized agent or mandatary.Determining appropriate personWhether the person signing is an appropriate person is determined as of the time of signing and an endorsement by such a person does not become unauthorized for the purposes of this Part by reason of any subsequent change of circumstances.EndorsementAn endorsement of a security in registered form is made when an appropriate person signs, either on the security or on a separate document, an assignment or transfer of the security or a power to assign or transfer it, or when the signature of an appropriate person is written without more on the back of the security.Special or blankAn endorsement may be special or in blank.Blank endorsementAn endorsement in blank includes an endorsement to bearer.Special endorsementA special endorsement specifies the person to whom the security is to be transferred, or who has power to transfer it.Right of holderA holder may convert an endorsement in blank into a special endorsement.Immunity of endorserUnless otherwise agreed, the endorser assumes no obligation that the security will be honoured by the issuer.Partial endorsementAn endorsement purporting to be only of part of a security representing units intended by the issuer to be separately transferable is effective to the extent of the endorsement.Failure of fiduciary to complyFailure of a fiduciary to comply with a controlling instrument or act or with the law of the jurisdiction governing the fiduciary relationship, including any law requiring the fiduciary to obtain court approval of a transfer, does not render the fiduciary’s endorsement unauthorized for the purposes of this Part.R.S., 1985, c. C-44, s. 65; 2001, c. 14, ss. 32(E), 135(E); 2011, c. 21, s. 35(E); 2018, c. 8, s. 11
Effect of endorsement without deliveryAn endorsement of a security whether special or in blank does not constitute a transfer until delivery of the security on which it appears or, if the endorsement is on a separate document, until delivery of both the security and that document.1974-75-76, c. 33, s. 62; 1978-79, c. 9, s. 1(F)
Endorsement in bearer formAn endorsement of a security in bearer form may give notice of an adverse claim under section 61 but does not otherwise affect any right to registration that the holder has.1974-75-76, c. 33, s. 63; 1978-79, c. 9, s. 1(F)
Effect of unauthorized endorsementThe owner of a security may assert the ineffectiveness of an endorsement against the issuer or any purchaser, other than a purchaser for value without notice of an adverse claim who has in good faith received a new, reissued or re-registered security on registration of transfer, unless the ownerhas ratified an unauthorized endorsement of the security; oris otherwise precluded from impugning the effectiveness of an unauthorized endorsement.Liability of issuerAn issuer who registers the transfer of a security on an unauthorized endorsement is liable for improper registration.1974-75-76, c. 33, s. 64; 1978-79, c. 9, s. 1(F)
Warranties of guarantor of signatureA person who guarantees a signature of an endorser of a security warrants that at the time of signingthe signature was genuine;the signer was an appropriate person as defined in section 65 to endorse; andthe signer had legal capacity to sign.Limitation of liabilityA person who guarantees a signature of an endorser does not otherwise warrant the rightfulness of the particular transfer.Warranties of guarantor of endorsementA person who guarantees an endorsement of a security warrants both the signature and the rightfulness of the transfer in all respects, but an issuer may not require a guarantee of endorsement as a condition to registration of transfer.Extent of liabilityThe warranties referred to in this section are made to any person taking or dealing with the security relying on the guarantee and the guarantor is liable to such person for any loss resulting from breach of warranty.1974-75-76, c. 33, s. 65; 1978-79, c. 9, s. 1(F)
Constructive delivery of a securityDelivery to a purchaser occurs whenthe purchaser or a person designated by the purchaser acquires possession of a security;the broker of the purchaser acquires possession of a security specially endorsed to or issued in the name of the purchaser;the broker of the purchaser sends the purchaser confirmation of the purchase and identifies in a record a specific security as belonging to the purchaser; orwith respect to an identified security to be delivered while still in the possession of a third person, that person acknowledges holding it for the purchaser.Constructive ownershipA purchaser is the owner of a security that a broker holds for the purchaser, but is not a holder except in the cases referred to in paragraphs (1)(b) and (c).Ownership of part of fungible bulkIf a security is part of a fungible bulk, a purchaser of the security is the owner of a proportionate share in the fungible bulk.Notice to brokerNotice of an adverse claim received by a broker or by a purchaser after the broker takes delivery as a holder for value is not effective against the broker or the purchaser, except that, as between the broker and the purchaser, the purchaser may demand delivery of an equivalent security as to which no notice of an adverse claim has been received.R.S., 1985, c. C-44, s. 70; 2001, c. 14, s. 135(E); 2011, c. 21, s. 36(E)
Delivery of securityUnless otherwise agreed, if a sale of a security is made on an exchange or otherwise through brokers,the selling customer fulfils their duty to deliver by delivering the security to the selling broker or to a person designated by the selling broker or by causing an acknowledgment to be made to the selling broker that it is held for the selling broker; andthe selling broker, including a correspondent broker, acting for a selling customer fulfils their duty to deliver by delivering the security or a like security to the buying broker or to a person designated by the buying broker or by effecting clearance of the sale in accordance with the rules of the exchange on which the transaction took place.Duty to deliverSubject to this section and unless otherwise agreed, a transferor’s duty to deliver a security under a contract of purchase is not fulfilled until the transferor delivers the security in negotiable form to the purchaser or to a person designated by the purchaser, or causes an acknowledgment to be made to the purchaser that the security is held for the purchaser.Delivery to brokerA sale to a broker purchasing for the broker’s own account is subject to subsection (2) and not subsection (1), unless the sale is made on a stock exchange.R.S., 1985, c. C-44, s. 71; 2001, c. 14, s. 135(E)
Right to reclaim possessionA person against whom the transfer of a security is wrongful for any reason, including incapacity, may against anyone except a bona fide purchaser reclaim possession of the security or obtain possession of any new security evidencing all or part of the same rights or claim damages.Recovery if unauthorized endorsementIf the transfer of a security is wrongful by reason of an unauthorized endorsement, the owner may reclaim possession of the security or a new security even from a bona fide purchaser if the ineffectiveness of the purported endorsement may be asserted against such purchaser under section 68.RemediesThe right to reclaim possession of a security may be specifically enforced, its transfer may be restrained and the security may be impounded or, in Quebec, sequestrated pending litigation.R.S., 1985, c. C-44, s. 72; 2001, c. 14, s. 135(E); 2011, c. 21, s. 37(E)
Right to requisites for registrationUnless otherwise agreed, a transferor shall on demand supply a purchaser with proof of authority to transfer or with any other requisite that is necessary to obtain registration of the transfer of a security, but if the transfer is not for value a transferor need not do so unless the purchaser pays the reasonable and necessary costs of the proof and transfer.Rescission of transferIf the transferor fails to comply with a demand under subsection (1) within a reasonable time, the purchaser may reject or rescind the transfer.R.S., 1985, c. C-44, s. 73; 2001, c. 14, s. 135(E)
Seizure of securityNo seizure of a security or other interest or right evidenced by the security is effective until the person making the seizure obtains possession of the security.R.S., 1985, c. C-44, s. 74; 2011, c. 21, s. 38
No liability for acts in good faithAn agent or mandatary or a bailee who in good faith, including observance of reasonable commercial standards if the agent or mandatary or the bailee is in the business of buying, selling or otherwise dealing with securities of a corporation has received securities and sold, pledged or delivered them, according to the instructions of their principal or mandator, is not liable for conversion or for participation in breach of fiduciary duty although the principal has no right to dispose of them.R.S., 1985, c. C-44, s. 75; 2001, c. 14, ss. 33(F), 135(E); 2011, c. 21, s. 38
Registration
Duty to register transferWhere a security in registered form is presented for transfer, the issuer shall register the transfer ifthe security is endorsed by an appropriate person as defined in section 65;reasonable assurance is given that that endorsement is genuine and effective;the issuer has no duty to inquire into adverse claims or has discharged any such duty;any applicable law relating to the collection of taxes has been complied with;the transfer is rightful or is to a bona fide purchaser; andany fee referred to in subsection 49(2) has been paid.Liability for delayWhere an issuer has a duty to register a transfer of a security, the issuer is liable to the person presenting it for registration for loss resulting from any unreasonable delay in registration or from failure or refusal to register the transfer.1974-75-76, c. 33, s. 71; 1978-79, c. 9, s. 1(F)
Assurance that endorsement effectiveAn issuer may require an assurance that each necessary endorsement on a security is genuine and effective by requiring a guarantee of the signature of the person endorsing, and by requiringif the endorsement is by an agent or mandatary, reasonable assurance of authority to sign;if the endorsement is by a fiduciary, evidence of appointment or incumbency;if there is more than one fiduciary, reasonable assurance that all who are required to sign have done so; andin any other case, assurance that corresponds as closely as practicable to the foregoing.Definition of guarantee of the signatureFor the purposes of subsection (1), a guarantee of the signature means a guarantee signed by or on behalf of a person reasonably believed by the issuer to be responsible.StandardsAn issuer may adopt reasonable standards to determine responsible persons for the purpose of subsection (2).Definition of evidence of appointment or incumbencyIn paragraph (1)(b), evidence of appointment or incumbency meansin the case of a fiduciary appointed by a court, a copy of the order certified in accordance with subsection 51(7), and dated not earlier than sixty days before the date a security is presented for transfer; orin any other case, a copy of a document showing the appointment or other evidence believed by the issuer to be appropriate.StandardsAn issuer may adopt reasonable standards with respect to evidence for the purposes of paragraph (4)(b).No notice to issuerAn issuer is deemed not to have notice of the contents of any document referred to in subsection (4) except to the extent that the contents relate directly to appointment or incumbency.Notice from excess documentationIf an issuer demands assurance additional to that specified in this section for a purpose other than that specified in subsection (4) and obtains a copy of a will, trust or partnership agreement, by-law or similar document, the issuer is deemed to have notice of all matters contained therein affecting the transfer.R.S., 1985, c. C-44, s. 77; 2011, c. 21, s. 39(E)
Limited duty of inquiryAn issuer to whom a security is presented for registration has a duty to inquire into adverse claims ifwritten notice of an adverse claim has been received at a time and in a manner that affords the issuer a reasonable opportunity to act on it before the issue of a new, reissued or re-registered security and the notice discloses the name and address of the claimant, the registered owner and the issue of which the security is a part; orthe issuer is deemed to have notice of an adverse claim from a document that it obtained under subsection 77(7).Discharge of dutyAn issuer may discharge a duty of inquiry by any reasonable means, including notifying an adverse claimant by registered mail sent to the address furnished by the claimant or, if no such address has been furnished, to the claimant’s residence or regular place of business, that a security has been presented for registration of transfer by a named person, and that the transfer will be registered unless within thirty days from the date of mailing the notice eitherthe issuer is served with a restraining order or other order of a court; orthe issuer is provided with an indemnity bond sufficient in the issuer’s judgment to protect the issuer and any registrar, transfer agent or other agent or mandatary of the issuer from any loss that may be incurred by any of them as a result of complying with the adverse claim.Inquiry into adverse claimsUnless an issuer is deemed to have notice of an adverse claim from a document that it obtained under subsection 77(7) or has received notice of an adverse claim under subsection (1), if a security presented for registration is endorsed by the appropriate person as defined in section 65, the issuer has no duty to inquire into adverse claims, and in particular,an issuer registering a security in the name of a person who is a fiduciary or who is described as a fiduciary is not bound to inquire into the existence, extent or correct description of the fiduciary relationship and thereafter the issuer may assume without inquiry that the newly registered owner continues to be the fiduciary until the issuer receives written notice that the fiduciary is no longer acting as such with respect to the particular security;an issuer registering transfer on an endorsement by a fiduciary has no duty to inquire whether the transfer is made in compliance with the document or with the law of the jurisdiction governing the fiduciary relationship; andan issuer is deemed not to have notice of the contents of any court record or any registered document even if the record or document is in the issuer’s possession and even if the transfer is made on the endorsement of a fiduciary to the fiduciary or the fiduciary’s nominee.Duration of noticeA written notice of adverse claim received by an issuer is effective for twelve months from the date when it was received unless the notice is renewed in writing.R.S., 1985, c. C-44, s. 78; 2001, c. 14, s. 135(E); 2011, c. 21, s. 40(E)
Limitation of issuer’s liabilitySubject to any applicable law relating to the collection of taxes, the issuer is not liable to the owner or any other person who incurs a loss as a result of the registration of a transfer of a security ifthe necessary endorsements were on or with the security; andthe issuer had no duty to inquire into adverse claims or had discharged any such duty.Duty of issuer in defaultIf an issuer has registered a transfer of a security to a person not entitled to it, the issuer shall on demand deliver a like security to the owner unlesssubsection (1) applies;the owner is precluded by subsection 80(1) from asserting any claim; orthe delivery would result in overissue, in which case the issuer’s liability is governed by section 52.1974-75-76, c. 33, s. 74; 1978-79, c. 9, s. 1(F)
Notice of lost or stolen securityWhere a security has been lost, apparently destroyed or wrongfully taken, and the owner fails to notify the issuer of that fact by giving the issuer written notice of an adverse claim within a reasonable time after discovering the loss, destruction or taking and if the issuer has registered a transfer of the security before receiving such notice, the owner is precluded from asserting against the issuer any claim to a new security.Duty of issuer to issue a new securityWhere the owner of a security claims that the security has been lost, destroyed or wrongfully taken, the issuer shall issue a new security in place of the original security if the ownerso requests before the issuer has notice that the security has been acquired by a bona fide purchaser;furnishes the issuer with a sufficient indemnity bond; andsatisfies any other reasonable requirements imposed by the issuer.Duty to register transferIf, after the issue of a new security under subsection (2), a bona fide purchaser of the original security presents the original security for registration of transfer, the issuer shall register the transfer unless registration would result in overissue, in which case the issuer’s liability is governed by section 52.Right of issuer to recoverIn addition to any rights on an indemnity bond, the issuer may recover a new security issued under subsection (2) from the person to whom it was issued or anyone taking under the person other than a bona fide purchaser.R.S., 1985, c. C-44, s. 80; 2001, c. 14, s. 135(E)
Rights and obligationsAn authenticating trustee, registrar, transfer agent or other agent or mandatary of an issuer has, in respect of the issue, registration of transfer and cancellation of a security of the issuer,a duty to the issuer to exercise good faith and reasonable diligence; andthe same obligations to the holder or owner of a security and the same rights, privileges and immunities as the issuer.Notice to agent or mandataryNotice to an authenticating trustee, registrar, transfer agent or other agent or mandatary of an issuer is notice to the issuer with respect to the functions performed by the agent or mandatary.R.S., 1985, c. C-44, s. 81; 2011, c. 21, s. 41
Trust Indentures
DefinitionsIn this Part,event of default means an event specified in a trust indenture on the occurrence of whicha security interest constituted by the trust indenture becomes enforceable, orthe principal, interest and other moneys payable thereunder become or may be declared to be payable before maturity,but the event is not an event of default until all conditions prescribed by the trust indenture in connection with such event for the giving of notice or the lapse of time or otherwise have been satisfied; (cas de défaut)trustee means any person appointed as trustee, including the administrator of the property of others, under the terms of a trust indenture to which a corporation is a party and includes any successor trustee; (fiduciaire)trust indenture means any deed, indenture or other instrument or act, including any supplement or amendment, made by a corporation after its incorporation or continuance under this Act, under which the corporation issues debt obligations and in which a person is appointed as trustee for the holders of the debt obligations. (acte de fiducie)ApplicationThis Part applies to a trust indenture if the debt obligations issued or to be issued under the trust indenture are part of a distribution to the public.ExemptionThe Director may exempt a trust indenture from this Part if the trust indenture, the debt obligations issued thereunder and the security interest effected thereby are subject to a law of a province or a country other than Canada that is substantially equivalent to this Part.R.S., 1985, c. C-44, s. 82; 2001, c. 14, s. 34(F); 2011, c. 21, s. 42
Conflict of interestNo person shall be appointed as trustee if there is a material conflict of interest between their role as trustee and their role in any other capacity.Eliminating conflict of interestA trustee shall, within ninety days after becoming aware that a material conflict of interest existseliminate such conflict of interest; orresign from office.ValidityA trust indenture, any debt obligations issued thereunder and a security interest effected thereby are valid notwithstanding a material conflict of interest of the trustee.Removal of trusteeIf a trustee contravenes subsection (1) or (2), any interested person may apply to a court for an order that the trustee be replaced, and the court may make an order on such terms as it thinks fit.R.S., 1985, c. C-44, s. 83; 2001, c. 14, s. 135(E)
Qualification of trusteeA trustee, or at least one of the trustees if more than one is appointed, shall be a body corporate incorporated under the laws of Canada or a province and authorized to carry on the business of a trust company.1974-75-76, c. 33, s. 79; 1978-79, c. 9, s. 1(F)
List of security holdersA holder of debt obligations issued under a trust indenture may, on payment to the trustee of a reasonable fee, require the trustee to furnish, within fifteen days after delivering to the trustee the statutory declaration referred to in subsection (4), a list setting outthe names and addresses of the registered holders of the outstanding debt obligations,the principal amount of outstanding debt obligations owned by each such holder, andthe aggregate principal amount of debt obligations outstandingas shown on the records maintained by the trustee on the day that the statutory declaration is delivered to that trustee.Duty of issuerOn the demand of a trustee, the issuer of debt obligations shall furnish the trustee with the information required to enable the trustee to comply with subsection (1).Corporate applicantIf the person requiring the trustee to furnish a list under subsection (1) is a body corporate, the statutory declaration required under that subsection shall be made by a director or officer of the body corporate.Contents of statutory declarationThe statutory declaration required under subsection (1) shall statethe name and address of the person requiring the trustee to furnish the list and, if the person is a body corporate, the address for service thereof; andthat the list will not be used except as permitted under subsection (5).Use of listA list obtained under this section shall not be used by any person except in connection withan effort to influence the voting of the holders of debt obligations;an offer to acquire debt obligations; orany other matter relating to the debt obligations or the affairs of the issuer or guarantor thereof.OffenceA person who, without reasonable cause, contravenes subsection (5) is guilty of an offence and liable on summary conviction to a fine not exceeding five thousand dollars or to imprisonment for a term not exceeding six months or to both.1974-75-76, c. 33, s. 80; 1978-79, c. 9, s. 1(F)
Evidence of complianceAn issuer or a guarantor of debt obligations issued or to be issued under a trust indenture shall, before doing any act under paragraph (a), (b) or (c), furnish the trustee with evidence of compliance with the conditions in the trust indenture relating tothe issue, certification and delivery of debt obligations under the trust indenture;the release or release and substitution of property subject to a security interest constituted by the trust indenture; orthe satisfaction and discharge of the trust indenture.Duty of issuer or guarantorOn the demand of a trustee, the issuer or guarantor of debt obligations issued or to be issued under a trust indenture shall furnish the trustee with evidence of compliance with the trust indenture by the issuer or guarantor in respect of any act to be done by the trustee at the request of the issuer or guarantor.1974-75-76, c. 33, s. 81; 1978-79, c. 9, s. 1(F)
Contents of declaration, etc.Evidence of compliance as required by section 86 shall consist ofa statutory declaration or certificate made by a director or an officer of the issuer or guarantor stating that the conditions referred to in that section have been complied with; andwhere the trust indenture requires compliance with conditions that are subject to reviewby legal counsel, an opinion of legal counsel that such conditions have been complied with, andby an auditor or accountant, an opinion or report of the auditor of the issuer or guarantor, or such other accountant as the trustee may select, that such conditions have been complied with.1974-75-76, c. 33, s. 82; 1978-79, c. 9, s. 1(F)
Further evidence of complianceThe evidence of compliance referred to in section 87 shall include a statement by the person giving the evidencedeclaring that they have read and understand the conditions of the trust indenture described in section 86;describing the nature and scope of the examination or investigation on which the certificate, statement or opinion is based; anddeclaring that they have made the examination or investigation that they believe necessary to enable them to make their statements or give their opinions.R.S., 1985, c. C-44, s. 88; 2001, c. 14, s. 135(E)
Trustee may require evidence of complianceOn the demand of a trustee, the issuer or guarantor of debt obligations issued under a trust indenture shall furnish the trustee with evidence in such form as the trustee may require as to compliance with any condition thereto relating to any action required or permitted to be taken by the issuer or guarantor under the trust indenture.Certificate of complianceAt least once in each twelve month period beginning on the date of the trust indenture and at any other time on the demand of a trustee, the issuer or guarantor of debt obligations issued under a trust indenture shall furnish the trustee with a certificate that the issuer or guarantor has complied with all requirements contained in the trust indenture that, if not complied with, would, with the giving of notice, lapse of time or otherwise, constitute an event of default, or, if there has been failure to so comply, giving particulars thereof.1974-75-76, c. 33, s. 84; 1978-79, c. 9, s. 1(F)
Notice of defaultThe trustee shall give to the holders of debt obligations issued under a trust indenture, within thirty days after the trustee becomes aware of the occurrence thereof, notice of every event of default arising under the trust indenture and continuing at the time the notice is given, unless the trustee reasonably believes that it is in the best interests of the holders of the debt obligations to withhold such notice and so informs the issuer and guarantor in writing.1974-75-76, c. 33, s. 85; 1978-79, c. 9, s. 1(F)
Duty of careA trustee in exercising their powers and discharging their duties shallact honestly and in good faith with a view to the best interests of the holders of the debt obligations issued under the trust indenture; andexercise the care, diligence and skill of a reasonably prudent trustee.R.S., 1985, c. C-44, s. 91; 2001, c. 14, s. 135(E)
Reliance on statementsNotwithstanding section 91, a trustee is not liable if they rely in good faith on statements contained in a statutory declaration, certificate, opinion or report that complies with this Act or the trust indenture.R.S., 1985, c. C-44, s. 92; 2001, c. 14, s. 135(E)
No exculpationNo term of a trust indenture or of any agreement between a trustee and the holders of debt obligations issued thereunder or between the trustee and the issuer or guarantor shall operate so as to relieve a trustee from the duties imposed on the trustee by section 91.R.S., 1985, c. C-44, s. 93; 2001, c. 14, s. 135(E)
Receivers, Receiver-managers and Sequestrators
Functions of receiver or sequestratorA receiver or sequestrator of any property of a corporation may, subject to the rights of secured creditors, receive the income from the property, pay the liabilities connected with the property and realize the security interest of those on behalf of whom the receiver or sequestrator is appointed, but, except to the extent permitted by a court, the receiver or sequestrator may not carry on the business of the corporation.R.S., 1985, c. C-44, s. 94; 2001, c. 14, s. 135(E); 2011, c. 21, s. 44(E)
Functions of receiver-managerA receiver-manager of the corporation may carry on any business of the corporation to protect the security interest of those on behalf of whom the receiver-manager is appointed.R.S., 1985, c. C-44, s. 95; 2001, c. 14, s. 135(E); 2011, c. 21, s. 45
Directors’ powers ceaseIf a receiver-manager or sequestrator is appointed by a court or under an instrument or act, the powers of the directors of the corporation that the receiver-manager or sequestrator is authorized to exercise may not be exercised by the directors until the receiver-manager or sequestrator is discharged.R.S., 1985, c. C-44, s. 96; 2011, c. 21, s. 45
Duty to actA receiver, receiver-manager or sequestrator appointed by a court shall act in accordance with the directions of the court.R.S., 1985, c. C-44, s. 97; 2011, c. 21, s. 46(E)
Duty under instrument or actA receiver, receiver-manager or sequestrator appointed under an instrument or act shall act in accordance with that instrument or act and any direction of a court made under section 100.R.S., 1985, c. C-44, s. 98; 2011, c. 21, s. 46(E)
Duty of careA receiver, receiver-manager or sequestrator of a corporation appointed under an instrument or act shallact honestly and in good faith; anddeal with any property of the corporation in their possession or control in a commercially reasonable manner.R.S., 1985, c. C-44, s. 99; 2001, c. 14, s. 135(E); 2011, c. 21, s. 47(E)
Directions given by courtOn an application by a receiver, receiver-manager or sequestrator, whether appointed by a court or under an instrument or act, or on an application by any interested person, a court may make any order it thinks fit including, without limiting the generality of the foregoing,an order appointing, replacing or discharging a receiver, receiver-manager or sequestrator and approving their accounts;an order determining the notice to be given to any person or dispensing with notice to any person;an order fixing the remuneration of the receiver, receiver-manager or sequestrator;an order requiring the receiver, receiver-manager or sequestrator, or a person by or on behalf of whom the receiver, receiver-manager or sequestrator is appointed, to make good any default in connection with the receiver’s, receiver-manager’s or sequestrator’s custody or management of the property and business of the corporation, or to relieve any such person from any default on any terms that the court thinks fit, and to confirm any act of the receiver, receiver-manager or sequestrator; andan order giving directions on any matter relating to the duties of the receiver, receiver-manager or sequestrator.R.S., 1985, c. C-44, s. 100; 2001, c. 14, s. 135(E); 2011, c. 21, s. 48(E)
Duties of receiver, receiver-manager or sequestratorA receiver, receiver-manager or sequestrator shallimmediately notify the Director of their appointment and discharge;take into their custody and control the property of the corporation in accordance with the court order or instrument or act under which they are appointed;open and maintain a bank account in their name as receiver, receiver-manager or sequestrator of the corporation for the moneys of the corporation coming under their control;keep detailed accounts of all transactions carried out as receiver, receiver-manager or sequestrator;keep accounts of their administration that shall be available during usual business hours for inspection by the directors of the corporation;prepare at least once in every six month period after the date of their appointment financial statements of their administration as far as is practicable in the form required by section 155; andon completion of their duties, render a final account of their administration in the form adopted for interim accounts under paragraph (f).R.S., 1985, c. C-44, s. 101; 2001, c. 14, s. 135(E); 2011, c. 21, s. 49(E)
Directors and Officers
Duty to manage or supervise managementSubject to any unanimous shareholder agreement, the directors shall manage, or supervise the management of, the business and affairs of a corporation.Number of directorsA corporation shall have one or more directors but a distributing corporation, any of the issued securities of which remain outstanding and are held by more than one person, shall have not fewer than three directors, at least two of whom are not officers or employees of the corporation or its affiliates.R.S., 1985, c. C-44, s. 102; 2001, c. 14, s. 35
By-lawsUnless the articles, by-laws or a unanimous shareholder agreement otherwise provide, the directors may, by resolution, make, amend or repeal any by-laws that regulate the business or affairs of the corporation.Shareholder approvalThe directors shall submit a by-law, or an amendment or a repeal of a by-law, made under subsection (1) to the shareholders at the next meeting of shareholders, and the shareholders may, by ordinary resolution, confirm, reject or amend the by-law, amendment or repeal.Effective dateA by-law, or an amendment or a repeal of a by-law, is effective from the date of the resolution of the directors under subsection (1) until it is confirmed, confirmed as amended or rejected by the shareholders under subsection (2) or until it ceases to be effective under subsection (4) and, where the by-law is confirmed or confirmed as amended, it continues in effect in the form in which it was so confirmed.IdemIf a by-law, an amendment or a repeal is rejected by the shareholders, or if the directors do not submit a by-law, an amendment or a repeal to the shareholders as required under subsection (2), the by-law, amendment or repeal ceases to be effective and no subsequent resolution of the directors to make, amend or repeal a by-law having substantially the same purpose or effect is effective until it is confirmed or confirmed as amended by the shareholders.Shareholder proposalA shareholder entitled to vote at an annual meeting of shareholders may, in accordance with section 137, make a proposal to make, amend or repeal a by-law.R.S., 1985, c. C-44, s. 103; 2001, c. 14, s. 36(F)
Organization meetingAfter issue of the certificate of incorporation, a meeting of the directors of the corporation shall be held at which the directors maymake by-laws;adopt forms of security certificates and corporate records;authorize the issue of securities;appoint officers;appoint an auditor to hold office until the first annual meeting of shareholders;make banking arrangements; andtransact any other business.ExceptionSubsection (1) does not apply to a body corporate to which a certificate of amalgamation has been issued under subsection 185(4) or to which a certificate of continuance has been issued under subsection 187(4).Calling meetingAn incorporator or a director may call the meeting of directors referred to in subsection (1) by giving not less than five days notice thereof by mail to each director, stating the time and place of the meeting.1974-75-76, c. 33, s. 99; 1978-79, c. 9, ss. 1(F), 28
Qualifications of directorsThe following persons are disqualified from being a director of a corporation:anyone who is less than eighteen years of age;anyone who is incapable;a person who is not an individual; ora person who has the status of bankrupt.Further qualificationsUnless the articles otherwise provide, a director of a corporation is not required to hold shares issued by the corporation.ResidencySubject to subsection (3.1), at least twenty-five per cent of the directors of a corporation must be resident Canadians. However, if a corporation has less than four directors, at least one director must be a resident Canadian.Exception — Canadian ownership or controlIf a corporation engages in an activity in Canada in a prescribed business sector or if a corporation, by an Act of Parliament or by a regulation made under an Act of Parliament, is required, either individually or in order to engage in an activity in Canada in a particular business sector, to attain or maintain a specified level of Canadian ownership or control, or to restrict, or to comply with a restriction in relation to, the number of voting shares that any one shareholder may hold, own or control, then a majority of the directors of the corporation must be resident Canadians.ClarificationNothing in subsection (3.1) shall be construed as reducing any requirement for a specified number or percentage of resident Canadian directors that otherwise applies to a corporation referred to in that subsection.If only one or two directorsIf a corporation referred to in subsection (3.1) has only one or two directors, that director or one of the two directors, as the case may be, must be a resident Canadian.Exception for holding corporationDespite subsection (3.1), not more than one third of the directors of a holding corporation referred to in that subsection need be resident Canadians if the holding corporation earns in Canada directly or through its subsidiaries less than five per cent of the gross revenues of the holding corporation and all of its subsidiary bodies corporate together as shown inthe most recent consolidated financial statements of the holding corporation referred to in section 157; orthe most recent financial statements of the holding corporation and its subsidiary bodies corporate as at the end of the last completed financial year of the holding corporation.R.S., 1985, c. C-44, s. 105; 2001, c. 14, s. 37; 2018, c. 8, s. 12
Notice of directorsAt the time of sending articles of incorporation, the incorporators shall send to the Director a notice of directors in the form that the Director fixes, and the Director shall file the notice.Term of officeEach director named in the notice referred to in subsection (1) holds office from the issue of the certificate of incorporation until the first meeting of shareholders.Election of directorsSubject to subsection (3.1) and paragraph 107(b), shareholders of a corporation shall, by ordinary resolution at the first meeting of shareholders and at each succeeding annual meeting at which an election of directors is required, elect directors to hold office for a term ending not later than the close of the third annual meeting of shareholders following the election.Election of directors — distributing corporationsSubject to paragraph 107(b), shareholders of a distributing corporation shall, by ordinary resolution at the first meeting of shareholders and at each succeeding annual meeting at which an election of directors is required, elect directors to hold office for a term ending not later than the close of the next annual meeting of shareholders following the election.Exceptions — certain distributing corporationsDespite subsection (3.1), in the case of any prescribed class of distributing corporations or in any prescribed circumstances respecting distributing corporations or classes of distributing corporations, the directors are to be elected in accordance with subsection (3).Separate vote for each candidateIf the election of directors is for a prescribed corporation, a separate vote of shareholders shall be taken with respect to each candidate nominated for director.Majority votingIf, at a meeting of shareholders of a distributing corporation — other than in the case of a prescribed class of distributing corporations — at which an election of directors is required, there is only one candidate nominated for each position available on the board, each candidate is elected only if the number of votes cast in their favour represents a majority of the votes cast for and against them by the shareholders who are present in person or represented by proxy, unless the articles require a greater number of votes.Staggered termsIt is not necessary that all directors elected at a meeting of shareholders hold office for the same term.No stated termsA director not elected for an expressly stated term ceases to hold office at the close of the first annual meeting of shareholders following the director’s election.Incumbent directorsDespite subsections (2), (3) to (3.2) and (5) and subject to subsection (6.1), if directors are not elected at a meeting of shareholders, the incumbent directors continue in office until their successors are elected.Incumbent director not electedIf an incumbent director who was a candidate in an election held in accordance with subsection (3.4) was not elected during the election, the director may continue in office until the earlier ofthe 90th day after the day of the election; andthe day on which their successor is appointed or elected.VacancyIf, for either of the following reasons, a meeting of shareholders fails to elect the number or the minimum number of directors required by the articles, the directors elected at that meeting may exercise all the powers of the directors if the number of directors so elected constitutes a quorum:a lack of consent, disqualification under subsection 105(1) or the death of any candidates; ora lack of a majority referred to in subsection (3.4).Appointment of directorsThe directors may, unless the articles otherwise provide, appoint one or more additional directors, who shall hold office for a term ending not later than the close of the next annual meeting of shareholders, but the total number of directors so appointed shall not exceed one third of the number of directors elected at the previous annual meeting of shareholders.ExceptionIf an individual who was a candidate in an election held in accordance with subsection (3.4) was not elected during that election, the individual is not to be appointed, except in prescribed circumstances, as a director under subsection (8) or 111(1) before the next meeting of shareholders at which an election of directors is required.Election or appointment as directorAn individual who is elected or appointed to hold office as a director is not a director and is deemed not to have been elected or appointed to hold office as a director unlesshe or she was present at the meeting when the election or appointment took place and he or she did not refuse to hold office as a director; orhe or she was not present at the meeting when the election or appointment took place andhe or she consented to hold office as a director in writing before the election or appointment or within ten days after it, orhe or she has acted as a director pursuant to the election or appointment.R.S., 1985, c. C-44, s. 106; 1994, c. 24, s. 11; 2001, c. 14, ss. 38, 135(E)2018, c. 8, s. 13
Cumulative votingWhere the articles provide for cumulative voting,the articles shall require a fixed number and not a minimum and maximum number of directors;each shareholder entitled to vote at an election of directors has the right to cast a number of votes equal to the number of votes attached to the shares held by the shareholder multiplied by the number of directors to be elected, and may cast all of those votes in favour of one candidate or distribute them among the candidates in any manner;a separate vote of shareholders shall be taken with respect to each candidate nominated for director unless a resolution is passed unanimously permitting two or more persons to be elected by a single resolution;if a shareholder has voted for more than one candidate without specifying the distribution of votes, the shareholder is deemed to have distributed the votes equally among those candidates;if the number of candidates nominated for director exceeds the number of positions to be filled, the candidates who receive the least number of votes shall be eliminated until the number of candidates remaining equals the number of positions to be filled;each director ceases to hold office at the close of the first annual meeting of shareholders following the director’s election;a director may be removed from office only if the number of votes cast in favour of the director’s removal is greater than the product of the number of directors required by the articles and the number of votes cast against the motion; andthe number of directors required by the articles may be decreased only if the votes cast in favour of the motion to decrease the number of directors is greater than the product of the number of directors required by the articles and the number of votes cast against the motion.R.S., 1985, c. C-44, s. 107; 2001, c. 14, ss. 39(E), 135(E)
Ceasing to hold officeA director of a corporation ceases to hold office when the directordies or resigns;is removed in accordance with section 109; orbecomes disqualified under subsection 105(1).Effective date of resignationA resignation of a director becomes effective at the time a written resignation is sent to the corporation, or at the time specified in the resignation, whichever is later.R.S., 1985, c. C-44, s. 108; 2001, c. 14, s. 135(E)
Removal of directorsSubject to paragraph 107(g), the shareholders of a corporation may by ordinary resolution at a special meeting remove any director or directors from office.ExceptionWhere the holders of any class or series of shares of a corporation have an exclusive right to elect one or more directors, a director so elected may only be removed by an ordinary resolution at a meeting of the shareholders of that class or series.VacancySubject to paragraphs 107(b) to (e), a vacancy created by the removal of a director may be filled at the meeting of the shareholders at which the director is removed or, if not so filled, may be filled under section 111.Resignation (or removal)If all of the directors have resigned or have been removed without replacement, a person who manages or supervises the management of the business and affairs of the corporation is deemed to be a director for the purposes of this Act.ExceptionSubsection (4) does not apply toan officer who manages the business or affairs of the corporation under the direction or control of a shareholder or other person;a lawyer, notary, accountant or other professional who participates in the management of the corporation solely for the purpose of providing professional services; ora trustee in bankruptcy, receiver, receiver-manager, sequestrator or secured creditor who participates in the management of the corporation or exercises control over its property solely for the purpose of the realization of security or the administration of a bankrupt’s estate, in the case of a trustee in bankruptcy.R.S., 1985, c. C-44, s. 109; 2001, c. 14, s. 40; 2011, c. 21, s. 50(E)
Attendance at meetingA director of a corporation is entitled to receive notice of and to attend and be heard at every meeting of shareholders.Statement of directorA director whoresigns,receives a notice or otherwise learns of a meeting of shareholders called for the purpose of removing the director from office, orreceives a notice or otherwise learns of a meeting of directors or shareholders at which another person is to be appointed or elected to fill the office of director, whether because of the director’s resignation or removal or because the director’s term of office has expired or is about to expire,is entitled to submit to the corporation a written statement giving reasons for resigning or for opposing any proposed action or resolution.Circulating statementA corporation shall forthwith send a copy of the statement referred to in subsection (2) to every shareholder entitled to receive notice of any meeting referred to in subsection (1) and to the Director unless the statement is included in or attached to a management proxy circular required by section 150.ImmunityNo corporation or person acting on its behalf incurs any liability by reason only of circulating a director’s statement in compliance with subsection (3).R.S., 1985, c. C-44, s. 110; 2001, c. 14, s. 135(E); 2018, c. 8, s. 13.1(F)
Filling vacancyDespite subsection 114(3), but subject to subsections (3) and (4), a quorum of directors may fill a vacancy among the directors, except a vacancy resulting from an increase in the number or the minimum or maximum number of directors or a failure to elect the number or minimum number of directors provided for in the articles.Calling meetingIf there is not a quorum of directors or if there has been a failure to elect the number or minimum number of directors provided for in the articles, the directors then in office shall without delay call a special meeting of shareholders to fill the vacancy and, if they fail to call a meeting or if there are no directors then in office, the meeting may be called by any shareholder.Class directorIf the holders of any class or series of shares of a corporation have an exclusive right to elect one or more directors and a vacancy occurs among those directors,subject to subsection (4), the remaining directors elected by the holders of that class or series of shares may fill the vacancy except a vacancy resulting from an increase in the number or the minimum or maximum number of directors for that class or series or from a failure to elect the number or minimum number of directors provided for in the articles for that class or series; orif there are no remaining directors any holder of shares of that class or series may call a meeting of the holders of shares of that class or series for the purpose of filling the vacancy.Shareholders filling vacancyThe articles may provide that a vacancy among the directors shall only be filled by a vote of the shareholders, or by a vote of the holders of any class or series of shares having an exclusive right to elect one or more directors if the vacancy occurs among the directors elected by that class or series.Unexpired termA director appointed or elected to fill a vacancy holds office for the unexpired term of their predecessor.R.S., 1985, c. C-44, s. 111; 2001, c. 14, ss. 41, 135(E)
Number of directorsThe shareholders of a corporation may amend the articles to increase or, subject to paragraph 107(h), to decrease the number of directors, or the minimum or maximum number of directors, but no decrease shall shorten the term of an incumbent director.Election of directors where articles amendedWhere the shareholders at a meeting adopt an amendment to the articles of a corporation to increase or, subject to paragraph 107(h) and to subsection (1), decrease the number or minimum or maximum number of directors, the shareholders may, at the meeting, elect the number of directors authorized by the amendment, and for that purpose, notwithstanding subsections 179(1) and 262(3), on the issue of a certificate of amendment the articles are deemed to be amended as of the date the shareholders adopt the amendment.R.S., 1985, c. C-44, s. 112; 1994, c. 24, s. 12
Notice of change of director or director’s addressA corporation shall, within fifteen days aftera change is made among its directors, orit receives a notice of change of address of a director referred to in subsection (1.1),send to the Director a notice, in the form that the Director fixes, setting out the change, and the Director shall file the notice.Director’s change of addressA director shall, within fifteen days after changing his or her address, send the corporation a notice of that change.Application to courtAny interested person, or the Director, may apply to a court for an order to require a corporation to comply with subsection (1), and the court may so order and make any further order it thinks fit.R.S., 1985, c. C-44, s. 113; 2001, c. 14, s. 42
Meeting of directorsUnless the articles or by-laws otherwise provide, the directors may meet at any place and on such notice as the by-laws require.QuorumSubject to the articles or by-laws, a majority of the number of directors or minimum number of directors required by the articles constitutes a quorum at any meeting of directors, and, notwithstanding any vacancy among the directors, a quorum of directors may exercise all the powers of the directors.Canadian directors present at meetingsDirectors, other than directors of a corporation referred to in subsection 105(4), shall not transact business at a meeting of directors unless,if the corporation is subject to subsection 105(3), at least twenty-five per cent of the directors present are resident Canadians or, if the corporation has less than four directors, at least one of the directors present is a resident Canadian; orif the corporation is subject to subsection 105(3.1), a majority of directors present are resident Canadians or if the corporation has only two directors, at least one of the directors present is a resident Canadian.ExceptionDespite subsection (3), directors may transact business at a meeting of directors where the number of resident Canadian directors, required under that subsection, is not present ifa resident Canadian director who is unable to be present approves in writing, or by telephonic, electronic or other communication facility, the business transacted at the meeting; andthe required number of resident Canadian directors would have been present had that director been present at the meeting.Notice of meetingA notice of a meeting of directors shall specify any matter referred to in subsection 115(3) that is to be dealt with at the meeting but, unless the by-laws otherwise provide, need not specify the purpose of or the business to be transacted at the meeting.Waiver of noticeA director may in any manner waive a notice of a meeting of directors; and attendance of a director at a meeting of directors is a waiver of notice of the meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.AdjournmentNotice of an adjourned meeting of directors is not required to be given if the time and place of the adjourned meeting is announced at the original meeting.One director meetingWhere a corporation has only one director, that director may constitute a meeting.ParticipationSubject to the by-laws, a director may, in accordance with the regulations, if any, and if all the directors of the corporation consent, participate in a meeting of directors or of a committee of directors by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting. A director participating in such a meeting by such means is deemed for the purposes of this Act to be present at that meeting.R.S., 1985, c. C-44, s. 114; 2001, c. 14, s. 43
DelegationDirectors of a corporation may appoint from their number a managing director who is a resident Canadian or a committee of directors and delegate to such managing director or committee any of the powers of the directors.[Repealed, 2001, c. 14, s. 44]Limits on authorityNotwithstanding subsection (1), no managing director and no committee of directors has authority tosubmit to the shareholders any question or matter requiring the approval of the shareholders;fill a vacancy among the directors or in the office of auditor, or appoint additional directors;issue securities except as authorized by the directors;issue shares of a series under section 27 except as authorized by the directors;declare dividends;purchase, redeem or otherwise acquire shares issued by the corporation;pay a commission referred to in section 41 except as authorized by the directors;approve a management proxy circular referred to in Part XIII;approve a take-over bid circular or directors’ circular referred to in Part XVII;approve any financial statements referred to in section 155; oradopt, amend or repeal by-laws.R.S., 1985, c. C-44, s. 115; 2001, c. 14, s. 44
Validity of acts of directors and officersAn act of a director or officer is valid notwithstanding an irregularity in their election or appointment or a defect in their qualification.R.S., 1985, c. C-44, s. 116; 2001, c. 14, s. 135(E)
Resolution in lieu of meetingA resolution in writing, signed by all the directors entitled to vote on that resolution at a meeting of directors or committee of directors, is as valid as if it had been passed at a meeting of directors or committee of directors.Filing resolutionA copy of every resolution referred to in subsection (1) shall be kept with the minutes of the proceedings of the directors or committee of directors.EvidenceUnless a ballot is demanded, an entry in the minutes of a meeting to the effect that the chairperson of the meeting declared a resolution to be carried or defeated is, in the absence of evidence to the contrary, proof of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution.R.S., 1985, c. C-44, s. 117; 2001, c. 14, s. 45
Directors’ liabilityDirectors of a corporation who vote for or consent to a resolution authorizing the issue of a share under section 25 for a consideration other than money are jointly and severally, or solidarily, liable to the corporation to make good any amount by which the consideration received is less than the fair equivalent of the money that the corporation would have received if the share had been issued for money on the date of the resolution.Further directors’ liabilitiesDirectors of a corporation who vote for or consent to a resolution authorizing any of the following are jointly and severally, or solidarily, liable to restore to the corporation any amounts so distributed or paid and not otherwise recovered by the corporation:a purchase, redemption or other acquisition of shares contrary to section 34, 35 or 36;a commission contrary to section 41;a payment of a dividend contrary to section 42;a payment of an indemnity contrary to section 124; ora payment to a shareholder contrary to section 190 or 241.ContributionA director who has satisfied a judgment rendered under this section is entitled to contribution from the other directors who voted for or consented to the unlawful act on which the judgment was founded.RecoveryA director liable under subsection (2) is entitled to apply to a court for an order compelling a shareholder or other recipient to pay or deliver to the director any money or property that was paid or distributed to the shareholder or other recipient contrary to section 34, 35, 36, 41, 42, 124, 190 or 241.Order of courtIn connection with an application under subsection (4) a court may, if it is satisfied that it is equitable to do so,order a shareholder or other recipient to pay or deliver to a director any money or property that was paid or distributed to the shareholder or other recipient contrary to section 34, 35, 36, 41, 42, 124, 190 or 241;order a corporation to return or issue shares to a person from whom the corporation has purchased, redeemed or otherwise acquired shares; ormake any further order it thinks fit.No liabilityA director who proves that the director did not know and could not reasonably have known that the share was issued for a consideration less than the fair equivalent of the money that the corporation would have received if the share had been issued for money is not liable under subsection (1).LimitationAn action to enforce a liability imposed by this section may not be commenced after two years from the date of the resolution authorizing the action complained of.R.S., 1985, c. C-44, s. 118; 2001, c. 14, ss. 46, 135(E)
Liability of directors for wagesDirectors of a corporation are jointly and severally, or solidarily, liable to employees of the corporation for all debts not exceeding six months wages payable to each such employee for services performed for the corporation while they are such directors respectively.Conditions precedent to liabilityA director is not liable under subsection (1) unlessthe corporation has been sued for the debt within six months after it has become due and execution has been returned unsatisfied in whole or in part;the corporation has commenced liquidation and dissolution proceedings or has been dissolved and a claim for the debt has been proved within six months after the earlier of the date of commencement of the liquidation and dissolution proceedings and the date of dissolution; orthe corporation has made an assignment or a bankruptcy order has been made against it under the Bankruptcy and Insolvency Act and a claim for the debt has been proved within six months after the date of the assignment or bankruptcy order.LimitationA director, unless sued for a debt referred to in subsection (1) while a director or within two years after ceasing to be a director, is not liable under this section.Amount due after executionWhere execution referred to in paragraph (2)(a) has issued, the amount recoverable from a director is the amount remaining unsatisfied after execution.Subrogation of directorA director who pays a debt referred to in subsection (1) that is proved in liquidation and dissolution or bankruptcy proceedings is entitled to any priority that the employee would have been entitled to and, if a judgment has been obtained, the director isin Quebec, subrogated to the employee’s rights as declared in the judgment; andelsewhere in Canada, entitled to an assignment of the judgment.ContributionA director who has satisfied a claim under this section is entitled to contribution from the other directors who were liable for the claim.R.S., 1985, c. C-44, s. 119; 1992, c. 27, s. 90; 2001, c. 14, ss. 47, 135(E); 2004, c. 25, s. 187; 2011, c. 21, s. 51
Disclosure of interestA director or an officer of a corporation shall disclose to the corporation, in writing or by requesting to have it entered in the minutes of meetings of directors or of meetings of committees of directors, the nature and extent of any interest that he or she has in a material contract or material transaction, whether made or proposed, with the corporation, if the director or officeris a party to the contract or transaction;is a director or an officer, or an individual acting in a similar capacity, of a party to the contract or transaction; orhas a material interest in a party to the contract or transaction.Time of disclosure for directorThe disclosure required by subsection (1) shall be made, in the case of a director,at the meeting at which a proposed contract or transaction is first considered;if the director was not, at the time of the meeting referred to in paragraph (a), interested in a proposed contract or transaction, at the first meeting after he or she becomes so interested;if the director becomes interested after a contract or transaction is made, at the first meeting after he or she becomes so interested; orif an individual who is interested in a contract or transaction later becomes a director, at the first meeting after he or she becomes a director.Time of disclosure for officerThe disclosure required by subsection (1) shall be made, in the case of an officer who is not a director,immediately after he or she becomes aware that the contract, transaction, proposed contract or proposed transaction is to be considered or has been considered at a meeting;if the officer becomes interested after a contract or transaction is made, immediately after he or she becomes so interested; orif an individual who is interested in a contract later becomes an officer, immediately after he or she becomes an officer.Time of disclosure for director or officerIf a material contract or material transaction, whether entered into or proposed, is one that, in the ordinary course of the corporation’s business, would not require approval by the directors or shareholders, a director or officer shall disclose, in writing to the corporation or request to have it entered in the minutes of meetings of directors or of meetings of committees of directors, the nature and extent of his or her interest immediately after he or she becomes aware of the contract or transaction.VotingA director required to make a disclosure under subsection (1) shall not vote on any resolution to approve the contract or transaction unless the contract or transactionrelates primarily to his or her remuneration as a director, officer, employee, agent or mandatary of the corporation or an affiliate;is for indemnity or insurance under section 124; oris with an affiliate.Continuing disclosureFor the purposes of this section, a general notice to the directors declaring that a director or an officer is to be regarded as interested, for any of the following reasons, in a contract or transaction made with a party, is a sufficient declaration of interest in relation to the contract or transaction:the director or officer is a director or officer, or acting in a similar capacity, of a party referred to in paragraph (1)(b) or (c);the director or officer has a material interest in the party; orthere has been a material change in the nature of the director’s or the officer’s interest in the party.Access to disclosuresThe shareholders of the corporation may examine the portions of any minutes of meetings of directors or of committees of directors that contain disclosures under this section, and any other documents that contain those disclosures, during the usual business hours of the corporation.Avoidance standardsA contract or transaction for which disclosure is required under subsection (1) is not invalid, and the director or officer is not accountable to the corporation or its shareholders for any profit realized from the contract or transaction, because of the director’s or officer’s interest in the contract or transaction or because the director was present or was counted to determine whether a quorum existed at the meeting of directors or committee of directors that considered the contract or transaction, ifdisclosure of the interest was made in accordance with subsections (1) to (6);the directors approved the contract or transaction; andthe contract or transaction was reasonable and fair to the corporation when it was approved.Confirmation by shareholdersEven if the conditions of subsection (7) are not met, a director or officer, acting honestly and in good faith, is not accountable to the corporation or to its shareholders for any profit realized from a contract or transaction for which disclosure is required under subsection (1), and the contract or transaction is not invalid by reason only of the interest of the director or officer in the contract or transaction, ifthe contract or transaction is approved or confirmed by special resolution at a meeting of the shareholders;disclosure of the interest was made to the shareholders in a manner sufficient to indicate its nature before the contract or transaction was approved or confirmed; andthe contract or transaction was reasonable and fair to the corporation when it was approved or confirmed.Application to courtIf a director or an officer of a corporation fails to comply with this section, a court may, on application of the corporation or any of its shareholders, set aside the contract or transaction on any terms that it thinks fit, or require the director or officer to account to the corporation for any profit or gain realized on it, or do both those things.R.S., 1985, c. C-44, s. 120; 2001, c. 14, s. 48; 2011, c. 21, s. 52(E)
OfficersSubject to the articles, the by-laws or any unanimous shareholder agreement,the directors may designate the offices of the corporation, appoint as officers persons of full capacity, specify their duties and delegate to them powers to manage the business and affairs of the corporation, except powers to do anything referred to in subsection 115(3);a director may be appointed to any office of the corporation; andtwo or more offices of the corporation may be held by the same person.R.S., 1985, c. C-44, s. 121; 2001, c. 14, s. 49(F)
Duty of care of directors and officersEvery director and officer of a corporation in exercising their powers and discharging their duties shallact honestly and in good faith with a view to the best interests of the corporation; andexercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.Best interests of the corporationWhen acting with a view to the best interests of the corporation under paragraph (1)(a), the directors and officers of the corporation may consider, but are not limited to, the following factors:the interests ofshareholders,employees,retirees and pensioners,creditors,consumers, andgovernments;the environment; andthe long-term interests of the corporation.Duty to complyEvery director and officer of a corporation shall comply with this Act, the regulations, articles, by-laws and any unanimous shareholder agreement.No exculpationSubject to subsection 146(5), no provision in a contract, the articles, the by-laws or a resolution relieves a director or officer from the duty to act in accordance with this Act or the regulations or relieves them from liability for a breach thereof.R.S., 1985, c. C-44, s. 122; 1994, c. 24, s. 13(F); 2001, c. 14, s. 135(E)2019, c. 29, s. 141
DissentA director who is present at a meeting of directors or committee of directors is deemed to have consented to any resolution passed or action taken at the meeting unlessthe director requests a dissent to be entered in the minutes of the meeting, or the dissent has been entered in the minutes;the director sends a written dissent to the secretary of the meeting before the meeting is adjourned; orthe director sends a dissent by registered mail or delivers it to the registered office of the corporation immediately after the meeting is adjourned.Loss of right to dissentA director who votes for or consents to a resolution is not entitled to dissent under subsection (1).Dissent of absent directorA director who was not present at a meeting at which a resolution was passed or action taken is deemed to have consented thereto unless within seven days after becoming aware of the resolution, the director aware or the resolution, the directorcauses a dissent to be placed with the minutes of the meeting; orsends a dissent by registered mail or delivers it to the registered office of the corporation.Defence — reasonable diligenceA director is not liable under section 118 or 119, and has complied with his or her duties under subsection 122(2), if the director exercised the care, diligence and skill that a reasonably prudent person would have exercised in comparable circumstances, including reliance in good faith onfinancial statements of the corporation represented to the director by an officer of the corporation or in a written report of the auditor of the corporation fairly to reflect the financial condition of the corporation; ora report of a person whose profession lends credibility to a statement made by the professional person.Defence — good faithA director has complied with his or her duties under subsection 122(1) if the director relied in good faith onfinancial statements of the corporation represented to the director by an officer of the corporation or in a written report of the auditor of the corporation fairly to reflect the financial condition of the corporation; ora report of a person whose profession lends credibility to a statement made by the professional person.R.S., 1985, c. C-44, s. 123; 2001, c. 14, ss. 50, 135(E)
IndemnificationA corporation may indemnify a director or officer of the corporation, a former director or officer of the corporation or another individual who acts or acted at the corporation’s request as a director or officer, or an individual acting in a similar capacity, of another entity, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the individual in respect of any civil, criminal, administrative, investigative or other proceeding in which the individual is involved because of that association with the corporation or other entity.Advance of costsA corporation may advance moneys to a director, officer or other individual for the costs, charges and expenses of a proceeding referred to in subsection (1). The individual shall repay the moneys if the individual does not fulfil the conditions of subsection (3).LimitationA corporation may not indemnify an individual under subsection (1) unless the individualacted honestly and in good faith with a view to the best interests of the corporation, or, as the case may be, to the best interests of the other entity for which the individual acted as director or officer or in a similar capacity at the corporation’s request; andin the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the individual had reasonable grounds for believing that the individual’s conduct was lawful.Indemnification in derivative actionsA corporation may with the approval of a court, indemnify an individual referred to in subsection (1), or advance moneys under subsection (2), in respect of an action by or on behalf of the corporation or other entity to procure a judgment in its favour, to which the individual is made a party because of the individual’s association with the corporation or other entity as described in subsection (1) against all costs, charges and expenses reasonably incurred by the individual in connection with such action, if the individual fulfils the conditions set out in subsection (3).Right to indemnityDespite subsection (1), an individual referred to in that subsection is entitled to indemnity from the corporation in respect of all costs, charges and expenses reasonably incurred by the individual in connection with the defence of any civil, criminal, administrative, investigative or other proceeding to which the individual is subject because of the individual’s association with the corporation or other entity as described in subsection (1), if the individual seeking indemnitywas not judged by the court or other competent authority to have committed any fault or omitted to do anything that the individual ought to have done; andfulfils the conditions set out in subsection (3).InsuranceA corporation may purchase and maintain insurance for the benefit of an individual referred to in subsection (1) against any liability incurred by the individualin the individual’s capacity as a director or officer of the corporation; orin the individual’s capacity as a director or officer, or similar capacity, of another entity, if the individual acts or acted in that capacity at the corporation’s request.Application to courtA corporation, an individual or an entity referred to in subsection (1) may apply to a court for an order approving an indemnity under this section and the court may so order and make any further order that it sees fit.Notice to DirectorAn applicant under subsection (7) shall give the Director notice of the application and the Director is entitled to appear and be heard in person or by counsel.Other noticeOn an application under subsection (7) the court may order notice to be given to any interested person and the person is entitled to appear and be heard in person or by counsel.R.S., 1985, c. C-44, s. 124; 2001, c. 14, s. 51
RemunerationSubject to the articles, the by-laws or any unanimous shareholder agreement, the directors of a corporation may fix the remuneration of the directors, officers and employees of the corporation.1974-75-76, c. 33, s. 120; 1978-79, c. 9, s. 1(F)
Insider Trading
DefinitionsIn this Part,business combination means an acquisition of all or substantially all the property of one body corporate by another, or an amalgamation of two or more bodies corporate, or any similar reorganization between or among two or more bodies corporate; (regroupement d’entreprises)distributing corporation[Repealed, 2001, c. 14, s. 52]insider means, except in section 131,a director or officer of a distributing corporation;a director or officer of a subsidiary of a distributing corporation;a director or officer of a body corporate that enters into a business combination with a distributing corporation; anda person employed or retained by a distributing corporation; (initié)officer means the chairperson of the board of directors, the president, a vice-president, the secretary, the treasurer, the comptroller, the general counsel, the general manager, a managing director, of an entity, or any other individual who performs functions for an entity similar to those normally performed by an individual occupying any of those offices; (dirigeant)share means a share carrying voting rights under all circumstances or by reason of the occurrence of an event that has occurred and that is continuing, and includesa security currently convertible into such a share, andcurrently exercisable options and rights to acquire such a share or such a convertible security. (action)Further interpretationFor the purposes of this Part,a director or an officer of a body corporate that beneficially owns, directly or indirectly, shares of a distributing corporation, or that exercises control or direction over shares of the distributing corporation, or that has a combination of any such ownership, control and direction, carrying more than the prescribed percentage of voting rights attached to all of the outstanding shares of the distributing corporation not including shares held by the body corporate as underwriter while those shares are in the course of a distribution to the public is deemed to be an insider of the distributing corporation;a director or an officer of a body corporate that is a subsidiary is deemed to be an insider of its holding distributing corporation;a person is deemed to beneficially own shares that are beneficially owned by a body corporate controlled directly or indirectly by the person;a body corporate is deemed to own beneficially shares beneficially owned by its affiliates; andthe acquisition or disposition by an insider of an option or right to acquire a share is deemed to be a change in the beneficial ownership of the share to which the option or right to acquire relates.[Repealed, 2001, c. 14, s. 52]R.S., 1985, c. C-44, s. 126; 1994, c. 24, s. 14(F); 2001, c. 14, ss. 52, 135(E); 2018, c. 8, s. 14(F)
[Repealed, 2001, c. 14, s. 53]
Prohibition of short saleAn insider shall not knowingly sell, directly or indirectly, a security of a distributing corporation or any of its affiliates if the insider selling the security does not own or has not fully paid for the security to be sold.Calls and putsAn insider shall not knowingly, directly or indirectly, sell a call or buy a put in respect of a security of the corporation or any of its affiliates.ExceptionDespite subsection (1), an insider may sell a security they do not own if they own another security convertible into the security sold or an option or right to acquire the security sold and, within ten days after the sale, theyexercise the conversion privilege, option or right and deliver the security so acquired to the purchaser; ortransfer the convertible security, option or right to the purchaser.OffenceAn insider who contravenes subsection (1) or (2) is guilty of an offence and liable on summary conviction to a fine not exceeding the greater of one million dollars and three times the profit made, or to imprisonment for a term not exceeding six months or to both.R.S., 1985, c. C-44, s. 130; 2001, c. 14, s. 54
DefinitionsIn this section, insider means, with respect to a corporation,the corporation;an affiliate of the corporation;a director or an officer of the corporation or of any person described in paragraph (b), (d) or (f);a person who beneficially owns, directly or indirectly, shares of the corporation or who exercises control or direction over shares of the corporation, or who has a combination of any such ownership, control and direction, carrying more than the prescribed percentage of voting rights attached to all of the outstanding shares of the corporation not including shares held by the person as underwriter while those shares are in the course of a distribution to the public;a person, other than a person described in paragraph (f), employed or retained by the corporation or by a person described in paragraph (f);a person who engages in or proposes to engage in any business or professional activity with or on behalf of the corporation;a person who received, while they were a person described in any of paragraphs (a) to (f), material confidential information concerning the corporation;a person who receives material confidential information from a person described in this subsection or in subsection (3) or (3.1), including a person described in this paragraph, and who knows or who ought reasonably to have known that the person giving the information is a person described in this subsection or in subsection (3) or (3.1), including a person described in this paragraph; anda prescribed person.Expanded definition of securityFor the purposes of this section, the following are deemed to be a security of the corporation:a put, call, option or other right or obligation to purchase or sell a security of the corporation; anda security of another entity, the market price of which varies materially with the market price of the securities of the corporation.Deemed insidersFor the purposes of this section, a person who proposes to make a take-over bid (as defined in the regulations) for securities of a corporation, or to enter into a business combination with a corporation, is an insider of the corporation with respect to material confidential information obtained from the corporation and is an insider of the corporation for the purposes of subsection (6).Deemed insidersAn insider of a person referred to in subsection (3), and an affiliate or associate of such a person, is an insider of the corporation referred to in that subsection. Paragraphs (1)(b) to (i) apply in determining whether a person is such an insider except that references to “corporation” in those paragraphs are to be read as references to “person described in subsection (3)”.Insider trading — compensation to personsAn insider who purchases or sells a security of the corporation with knowledge of confidential information that, if generally known, might reasonably be expected to affect materially the value of any of the securities of the corporation is liable to compensate the seller of the security or the purchaser of the security, as the case may be, for any damages suffered by the seller or purchaser as a result of the purchase or sale, unless the insider establishes thatthe insider reasonably believed that the information had been generally disclosed;the information was known, or ought reasonably to have been known, by the seller or purchaser; orthe purchase or sale of the security took place in the prescribed circumstances.Insider trading — compensation to corporationThe insider is accountable to the corporation for any benefit or advantage received or receivable by the insider as a result of a purchase or sale described in subsection (4) unless the insider establishes the circumstances described in paragraph (4)(a).Tipping — compensation to personsAn insider of the corporation who discloses to another person confidential information with respect to the corporation that has not been generally disclosed and that, if generally known, might reasonably be expected to affect materially the value of any of the securities of the corporation is liable to compensate for damages any person who subsequently sells securities of the corporation to, or purchases securities of the corporation from, any person that received the information, unless the insider establishesthat the insider reasonably believed that the information had been generally disclosed;that the information was known, or ought reasonably to have been known, by the person who alleges to have suffered the damages;that the disclosure of the information was necessary in the course of the business of the insider, except if the insider is a person described in subsection (3) or (3.1); orif the insider is a person described in subsection (3) or (3.1), that the disclosure of the information was necessary to effect the take-over bid or the business combination, as the case may be.Tipping — compensation to corporationThe insider is accountable to the corporation for any benefit or advantage received or receivable by the insider as a result of a disclosure of the information as described in subsection (6) unless the insider establishes the circumstances described in paragraph (6)(a), (c) or (d).Measure of damagesThe court may assess damages under subsection (4) or (6) in accordance with any measure of damages that it considers relevant in the circumstances. However, in assessing damages in a situation involving a security of a distributing corporation, the court must consider the following:if the plaintiff is a purchaser, the price paid by the plaintiff for the security less the average market price of the security over the twenty trading days immediately following general disclosure of the information; andif the plaintiff is a seller, the average market price of the security over the twenty trading days immediately following general disclosure of the information, less the price that the plaintiff received for the security.LiabilityIf more than one insider is liable under subsection (4) or (6) with respect to the same transaction or series of transactions, their liability is joint and several, or solidary.LimitationAn action to enforce a right created by subsections (4) to (7) may be commenced only within two years after discovery of the facts that gave rise to the cause of action.R.S., 1985, c. C-44, s. 131; 2001, c. 14, s. 54
Shareholders
Place of meetingsMeetings of shareholders of a corporation shall be held at the place within Canada provided in the by-laws or, in the absence of such provision, at the place within Canada that the directors determine.Meeting outside CanadaDespite subsection (1), a meeting of shareholders of a corporation may be held at a place outside Canada if the place is specified in the articles or all the shareholders entitled to vote at the meeting agree that the meeting is to be held at that place.ExceptionA shareholder who attends a meeting of shareholders held outside Canada is deemed to have agreed to it being held outside Canada except when the shareholder attends the meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully held.Participation in meeting by electronic meansUnless the by-laws otherwise provide, any person entitled to attend a meeting of shareholders may participate in the meeting, in accordance with the regulations, if any, by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting, if the corporation makes available such a communication facility. A person participating in a meeting by such means is deemed for the purposes of this Act to be present at the meeting.Meeting held by electronic meansIf the directors or the shareholders of a corporation call a meeting of shareholders pursuant to this Act, those directors or shareholders, as the case may be, may determine that the meeting shall be held, in accordance with the regulations, if any, entirely by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting, if the by-laws so provide.R.S., 1985, c. C-44, s. 132; 2001, c. 14, s. 55
Calling annual meetingsThe directors of a corporation shall call an annual meeting of shareholdersnot later than eighteen months after the corporation comes into existence; andsubsequently, not later than fifteen months after holding the last preceding annual meeting but no later than six months after the end of the corporation’s preceding financial year.Calling special meetingsThe directors of a corporation may at any time call a special meeting of shareholders.Order to delay calling of annual meetingDespite subsection (1), the corporation may apply to the court for an order extending the time for calling an annual meeting.R.S., 1985, c. C-44, s. 133; 2001, c. 14, s. 56
Fixing record dateThe directors may, within the prescribed period, fix in advance a date as the record date for the purpose of determining shareholdersentitled to receive payment of a dividend;entitled to participate in a liquidation distribution;entitled to receive notice of a meeting of shareholders;entitled to vote at a meeting of shareholders; orfor any other purpose.No record date fixedIf no record date is fixed,the record date for the determination of shareholders entitled to receive notice of a meeting of shareholders shall beat the close of business on the day immediately preceding the day on which the notice is given, orif no notice is given, the day on which the meeting is held; andthe record date for the determination of shareholders for any purpose other than to establish a shareholder’s right to receive notice of a meeting or to vote shall be at the close of business on the day on which the directors pass the resolution relating thereto.When record date fixedIf a record date is fixed, unless notice of the record date is waived in writing by every holder of a share of the class or series affected whose name is set out in the securities register at the close of business on the day the directors fix the record date, notice of the record date must be given within the prescribed periodby advertisement in a newspaper published or distributed in the place where the corporation has its registered office and in each place in Canada where it has a transfer agent or where a transfer of its shares may be recorded; andby written notice to each stock exchange in Canada on which the shares of the corporation are listed for trading.[Repealed, 2001, c. 14, s. 57]R.S., 1985, c. C-44, s. 134; 2001, c. 14, s. 57
Notice of meetingNotice of the time and place of a meeting of shareholders shall be sent within the prescribed period toeach shareholder entitled to vote at the meeting;each director; andthe auditor of the corporation.Exception — not a distributing corporationIn the case of a corporation that is not a distributing corporation, the notice may be sent within a shorter period if so specified in the articles or by-laws.Exception — shareholders not registeredA notice of a meeting is not required to be sent to shareholders who were not registered on the records of the corporation or its transfer agent on the record date determined under paragraph 134(1)(c) or subsection 134(2), but failure to receive a notice does not deprive a shareholder of the right to vote at the meeting.AdjournmentIf a meeting of shareholders is adjourned for less than thirty days it is not necessary, unless the by-laws otherwise provide, to give notice of the adjourned meeting, other than by announcement at the earliest meeting that is adjourned.Notice of adjourned meetingIf a meeting of shareholders is adjourned by one or more adjournments for an aggregate of thirty days or more, notice of the adjourned meeting shall be given as for an original meeting but, unless the meeting is adjourned by one or more adjournments for an aggregate of more than ninety days, subsection 149(1) does not apply.BusinessAll business transacted at a special meeting of shareholders and all business transacted at an annual meeting of shareholders, except consideration of the financial statements, auditor’s report, election of directors and re-appointment of the incumbent auditor, is deemed to be special business.Notice of businessNotice of a meeting of shareholders at which special business is to be transacted shall statethe nature of that business in sufficient detail to permit the shareholder to form a reasoned judgment thereon; andthe text of any special resolution to be submitted to the meeting.R.S., 1985, c. C-44, s. 135; 2001, c. 14, s. 58
Waiver of noticeA shareholder or any other person entitled to attend a meeting of shareholders may in any manner waive notice of a meeting of shareholders, and their attendance at a meeting of shareholders is a waiver of notice of the meeting, except where they attend a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.R.S., 1985, c. C-44, s. 136; 2001, c. 14, s. 135(E)
ProposalsSubject to subsections (1.1) and (1.2), a registered holder or beneficial owner of shares that are entitled to be voted at an annual meeting of shareholders maysubmit to the corporation notice of any matter that the person proposes to raise at the meeting (a “proposal”); anddiscuss at the meeting any matter in respect of which the person would have been entitled to submit a proposal.Persons eligible to make proposalsTo be eligible to submit a proposal, a personmust be, for at least the prescribed period, the registered holder or the beneficial owner of at least the prescribed number of outstanding shares of the corporation; ormust have the support of persons who, in the aggregate, and including or not including the person that submits the proposal, have been, for at least the prescribed period, the registered holders, or the beneficial owners of, at least the prescribed number of outstanding shares of the corporation.Information to be providedA proposal submitted under paragraph (1)(a) must be accompanied by the following information:the name and address of the person and of the person’s supporters, if applicable; andthe number of shares held or owned by the person and the person’s supporters, if applicable, and the date the shares were acquired.Information not part of proposalThe information provided under subsection (1.2) does not form part of the proposal or of the supporting statement referred to in subsection (3) and is not included for the purposes of the prescribed maximum word limit set out in subsection (3).Proof may be requiredIf requested by the corporation within the prescribed period, a person who submits a proposal must provide proof, within the prescribed period, that the person meets the requirements of subsection (1.1).Information circularA corporation that solicits proxies shall set out the proposal in the management proxy circular required by section 150 or attach the proposal thereto.Supporting statementIf so requested by the person who submits a proposal, the corporation shall include in the management proxy circular or attach to it a statement in support of the proposal by the person and the name and address of the person. The statement and the proposal must together not exceed the prescribed maximum number of words.Nomination for directorA proposal may include nominations for the election of directors if the proposal is signed by one or more holders of shares representing in the aggregate not less than five per cent of the shares or five per cent of the shares of a class of shares of the corporation entitled to vote at the meeting to which the proposal is to be presented, but this subsection does not preclude nominations made at a meeting of shareholders.ExemptionsA corporation is not required to comply with subsections (2) and (3) ifthe proposal is not submitted to the corporation within the prescribed period;it clearly appears that the primary purpose of the proposal is to enforce a personal claim or redress a personal grievance against the corporation or its directors, officers or security holders;it clearly appears that the proposal does not relate in a significant way to the business or affairs of the corporation;not more than the prescribed period before the receipt of a proposal, a person failed to present, in person or by proxy, at a meeting of shareholders, a proposal that at the person’s request, had been included in a management proxy circular relating to the meeting;substantially the same proposal was submitted to shareholders in a management proxy circular or a dissident’s proxy circular relating to a meeting of shareholders held not more than the prescribed period before the receipt of the proposal and did not receive the prescribed minimum amount of support at the meeting; orthe rights conferred by this section are being abused to secure publicity.Corporation may refuse to include proposalIf a person who submits a proposal fails to continue to hold or own the number of shares referred to in subsection (1.1) up to and including the day of the meeting, the corporation is not required to set out in the management proxy circular, or attach to it, any proposal submitted by that person for any meeting held within the prescribed period following the date of the meeting.ImmunityNo corporation or person acting on its behalf incurs any liability by reason only of circulating a proposal or statement in compliance with this section.Notice of refusalIf a corporation refuses to include a proposal in a management proxy circular, the corporation shall, within the prescribed period after the day on which it receives the proposal or the day on which it receives the proof of ownership under subsection (1.4), as the case may be, notify in writing the person submitting the proposal of its intention to omit the proposal from the management proxy circular and of the reasons for the refusal.Person may apply to courtOn the application of a person submitting a proposal who claims to be aggrieved by a corporation’s refusal under subsection (7), a court may restrain the holding of the meeting to which the proposal is sought to be presented and make any further order it thinks fit.Corporation’s application to courtThe corporation or any person claiming to be aggrieved by a proposal may apply to a court for an order permitting the corporation to omit the proposal from the management proxy circular, and the court, if it is satisfied that subsection (5) applies, may make such order as it thinks fit.Director entitled to noticeAn applicant under subsection (8) or (9) shall give the Director notice of the application and the Director is entitled to appear and be heard in person or by counsel.R.S., 1985, c. C-44, s. 137; 2001, c. 14, s. 59; 2011, c. 21, s. 53(F)2018, c. 8, s. 15
List of shareholders entitled to receive noticeA corporation shall prepare an alphabetical list of its shareholders entitled to receive notice of a meeting, showing the number of shares held by each shareholder,if a record date is fixed under paragraph 134(1)(c), not later than ten days after that date; orif no record date is fixed, on the record date established under paragraph 134(2)(a).Voting list — if record date fixedIf a record date for voting is fixed under paragraph 134(1)(d), the corporation shall prepare, no later than ten days after the record date, an alphabetical list of shareholders entitled to vote as of the record date at a meeting of shareholders that shows the number of shares held by each shareholder.Voting list — if no record date fixedIf a record date for voting is not fixed under paragraph 134(1)(d), the corporation shall prepare, not later than 10 days after the record date that is fixed under paragraph 134(1)(c) or not later than the record date that is established under paragraph 134(2)(a), as the case may be, an alphabetical list of shareholders who are entitled to vote as of the record date that shows the number of shares held by each shareholder.Entitlement to voteA shareholder whose name appears on a list prepared under subsection (2) or (3) is entitled to vote the shares shown opposite their name at the meeting to which the list relates.Examination of listA shareholder may examine the list of shareholdersduring usual business hours at the registered office of the corporation or at the place where its central securities register is maintained; andat the meeting of shareholders for which the list was prepared.R.S., 1985, c. C-44, s. 138; 2001, c. 14, s. 60; 2018, c. 8, s. 16(E)
QuorumUnless the by-laws otherwise provide, a quorum of shareholders is present at a meeting of shareholders, irrespective of the number of persons actually present at the meeting, if the holders of a majority of the shares entitled to vote at the meeting are present in person or represented by proxy.Opening quorum sufficientIf a quorum is present at the opening of a meeting of shareholders, the shareholders present may, unless the by-laws otherwise provide, proceed with the business of the meeting, notwithstanding that a quorum is not present throughout the meeting.AdjournmentIf a quorum is not present at the opening of a meeting of shareholders, the shareholders present may adjourn the meeting to a fixed time and place but may not transact any other business.One shareholder meetingIf a corporation has only one shareholder, or only one holder of any class or series of shares, the shareholder present in person or by proxy constitutes a meeting.1974-75-76, c. 33, s. 133; 1978-79, c. 9, ss. 1(F), 41
Right to voteUnless the articles otherwise provide, each share of a corporation entitles the holder thereof to one vote at a meeting of shareholders.RepresentativeIf a body corporate or association is a shareholder of a corporation, the corporation shall recognize any individual authorized by a resolution of the directors or governing body of the body corporate or association to represent it at meetings of shareholders of the corporation.Powers of representativeAn individual authorized under subsection (2) may exercise on behalf of the body corporate or association all the powers it could exercise if it were an individual shareholder.Joint shareholdersUnless the by-laws otherwise provide, if two or more persons hold shares jointly, one of those holders present at a meeting of shareholders may in the absence of the others vote the shares, but if two or more of those persons who are present, in person or by proxy, vote, they shall vote as one on the shares jointly held by them.R.S., 1985, c. C-44, s. 140; 2001, c. 14, s. 135(E)
VotingUnless the by-laws otherwise provide, voting at a meeting of shareholders shall be by show of hands except where a ballot is demanded by a shareholder or proxyholder entitled to vote at the meeting.BallotA shareholder or proxyholder may demand a ballot either before or after any vote by show of hands.Electronic votingDespite subsection (1), unless the by-laws otherwise provide, any vote referred to in subsection (1) may be held, in accordance with the regulations, if any, entirely by means of a telephonic, electronic or other communication facility, if the corporation makes available such a communication facility.Voting while participating electronicallyUnless the by-laws otherwise provide, any person participating in a meeting of shareholders under subsection 132(4) or (5) and entitled to vote at that meeting may vote, in accordance with the regulations, if any, by means of the telephonic, electronic or other communication facility that the corporation has made available for that purpose.R.S., 1985, c. C-44, s. 141; 2001, c. 14, s. 61
Resolution in lieu of meetingExcept where a written statement is submitted by a director under subsection 110(2) or by an auditor under subsection 168(5),a resolution in writing signed by all the shareholders entitled to vote on that resolution at a meeting of shareholders is as valid as if it had been passed at a meeting of the shareholders; anda resolution in writing dealing with all matters required by this Act to be dealt with at a meeting of shareholders, and signed by all the shareholders entitled to vote at that meeting, satisfies all the requirements of this Act relating to meetings of shareholders.Filing resolutionA copy of every resolution referred to in subsection (1) shall be kept with the minutes of the meetings of shareholders.EvidenceUnless a ballot is demanded, an entry in the minutes of a meeting to the effect that the chairperson of the meeting declared a resolution to be carried or defeated is, in the absence of evidence to the contrary, proof of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution.R.S., 1985, c. C-44, s. 142; 2001, c. 14, s. 62
Requisition of meetingThe holders of not less than five per cent of the issued shares of a corporation that carry the right to vote at a meeting sought to be held may requisition the directors to call a meeting of shareholders for the purposes stated in the requisition.FormThe requisition referred to in subsection (1), which may consist of several documents of like form each signed by one or more shareholders, shall state the business to be transacted at the meeting and shall be sent to each director and to the registered office of the corporation.Directors calling meetingOn receiving the requisition referred to in subsection (1), the directors shall call a meeting of shareholders to transact the business stated in the requisition, unlessa record date has been fixed under paragraph 134(1)(c) and notice of it has been given under subsection 134(3);the directors have called a meeting of shareholders and have given notice thereof under section 135; orthe business of the meeting as stated in the requisition includes matters described in paragraphs 137(5)(b) to (e).Shareholder calling meetingIf the directors do not within twenty-one days after receiving the requisition referred to in subsection (1) call a meeting, any shareholder who signed the requisition may call the meeting.ProcedureA meeting called under this section shall be called as nearly as possible in the manner in which meetings are to be called pursuant to the by-laws, this Part and Part XIII.ReimbursementUnless the shareholders otherwise resolve at a meeting called under subsection (4), the corporation shall reimburse the shareholders the expenses reasonably incurred by them in requisitioning, calling and holding the meeting.R.S., 1985, c. C-44, s. 143; 2001, c. 14, s. 63
Meeting called by courtA court, on the application of a director, a shareholder who is entitled to vote at a meeting of shareholders or the Director, may order a meeting of a corporation to be called, held and conducted in the manner that the court directs, ifit is impracticable to call the meeting within the time or in the manner in which those meetings are to be called;it is impracticable to conduct the meeting in the manner required by this Act or the by-laws; orthe court thinks that the meeting should be called, held and conducted within the time or in the manner it directs for any other reason.Varying quorumWithout restricting the generality of subsection (1), the court may order that the quorum required by the by-laws or this Act be varied or dispensed with at a meeting called, held and conducted pursuant to this section.Valid meetingA meeting called, held and conducted pursuant to this section is for all purposes a meeting of shareholders of the corporation duly called, held and conducted.R.S., 1985, c. C-44, s. 144; 2001, c. 14, s. 64
Court review of electionA corporation or a shareholder or director may apply to a court to determine any controversy with respect to an election or appointment of a director or auditor of the corporation.Powers of courtOn an application under this section, the court may make any order it thinks fit including, without limiting the generality of the foregoing,an order restraining a director or auditor whose election or appointment is challenged from acting pending determination of the dispute;an order declaring the result of the disputed election or appointment;an order requiring a new election or appointment, and including in the order directions for the management of the business and affairs of the corporation until a new election is held or appointment made; andan order determining the voting rights of shareholders and of persons claiming to own shares.R.S., 1985, c. C-44, s. 145; 2001, c. 14, s. 65(F)
Pooling agreementA written agreement between two or more shareholders may provide that in exercising voting rights the shares held by them shall be voted as provided in the agreement.2001, c. 14, s. 66
Unanimous shareholder agreementAn otherwise lawful written agreement among all the shareholders of a corporation, or among all the shareholders and one or more persons who are not shareholders, that restricts, in whole or in part, the powers of the directors to manage, or supervise the management of, the business and affairs of the corporation is valid.Declaration by single shareholderIf a person who is the beneficial owner of all the issued shares of a corporation makes a written declaration that restricts in whole or in part the powers of the directors to manage, or supervise the management of, the business and affairs of the corporation, the declaration is deemed to be a unanimous shareholder agreement.Constructive partyA purchaser or transferee of shares subject to a unanimous shareholder agreement is deemed to be a party to the agreement.When no notice givenIf notice is not given to a purchaser or transferee of the existence of a unanimous shareholder agreement, in the manner referred to in subsection 49(8) or otherwise, the purchaser or transferee may, no later than 30 days after they become aware of the existence of the unanimous shareholder agreement, rescind the transaction by which they acquired the shares.Rights of shareholderTo the extent that a unanimous shareholder agreement restricts the powers of the directors to manage, or supervise the management of, the business and affairs of the corporation, parties to the unanimous shareholder agreement who are given that power to manage or supervise the management of the business and affairs of the corporation have all the rights, powers, duties and liabilities of a director of the corporation, whether they arise under this Act or otherwise, including any defences available to the directors, and the directors are relieved of their rights, powers, duties and liabilities, including their liabilities under section 119, to the same extent.Discretion of shareholdersNothing in this section prevents shareholders from fettering their discretion when exercising the powers of directors under a unanimous shareholder agreement.R.S., 1985, c. C-44, s. 146; 1994, c. 24, s. 15(F); 2001, c. 14, s. 66
Proxies
DefinitionsIn this Part,form of proxy means a written or printed form that, on completion and execution or, in Quebec, on signing by or on behalf of a shareholder, becomes a proxy; (formulaire de procuration)intermediary means a person who holds a security on behalf of another person who is not the registered holder of the security, and includesa securities broker or dealer required to be registered to trade or deal in securities under the laws of any jurisdiction;a securities depositary;a financial institution;in respect of a clearing agency, a securities dealer, trust company, bank or other person, including another clearing agency, on whose behalf the clearing agency or its nominees hold securities of an issuer;a trustee or administrator of a self-administered retirement savings plan, retirement income fund, education savings plan or other similar self-administered savings or investment plan registered under the Income Tax Act;a nominee of a person referred to in any of paragraphs (a) to (e); anda person who carries out functions similar to those carried out by individuals or entities referred to in any of paragraphs (a) to (e) and that holds a security registered in its name, or in the name of its nominee, on behalf of another person who is not the registered holder of the security. (intermédiaire)proxy means a completed and executed or, in Quebec, signed form of proxy by means of which a shareholder appoints a proxyholder to attend and act on the shareholder’s behalf at a meeting of shareholders; (procuration)registrant[Repealed, 2001, c. 14, s. 67]solicit or solicitationincludesa request for a proxy whether or not accompanied by or included in a form of proxy,a request to execute or not to execute or, in Quebec, to sign or not to sign a form of proxy or to revoke a proxy,the sending of a form of proxy or other communication to a shareholder under circumstances reasonably calculated to result in the procurement, withholding or revocation of a proxy, andthe sending of a form of proxy to a shareholder under section 149; butdoes not includethe sending of a form of proxy in response to an unsolicited request made by or on behalf of a shareholder,the performance of administrative acts or professional services on behalf of a person soliciting a proxy,the sending by an intermediary of the documents referred to in section 153,a solicitation by a person in respect of shares of which the person is the beneficial owner,a public announcement, as prescribed, by a shareholder of how the shareholder intends to vote and the reasons for that decision,a communication for the purposes of obtaining the number of shares required for a shareholder proposal under subsection 137(1.1), ora communication, other than a solicitation by or on behalf of the management of the corporation, that is made to shareholders, in any circumstances that may be prescribed; (sollicitation)solicitation by or on behalf of the management of a corporation means a solicitation by any person pursuant to a resolution or instructions of, or with the acquiescence of, the directors or a committee of the directors. (sollicitation effectuée par la direction ou pour son compte)R.S., 1985, c. C-44, s. 147; 2001, c. 14, ss. 67, 135(E); 2011, c. 21, s. 54(E)
Appointing proxyholderA shareholder entitled to vote at a meeting of shareholders may by means of a proxy appoint a proxyholder or one or more alternate proxyholders who are not required to be shareholders, to attend and act at the meeting in the manner and to the extent authorized by the proxy and with the authority conferred by the proxy.Execution or signing of proxyA proxy shall be executed or, in Quebec, signed by the shareholder or by the shareholder’s personal representative authorized in writing.Validity of proxyA proxy is valid only at the meeting in respect of which it is given or any adjournment thereof.Revocation of proxyA shareholder may revoke a proxyby depositing an instrument or act in writing executed or, in Quebec, signed by the shareholder or by the shareholder’s personal representative authorized in writingat the registered office of the corporation at any time up to and including the last business day preceding the day of the meeting, or an adjournment thereof, at which the proxy is to be used, orwith the chairman of the meeting on the day of the meeting or an adjournment thereof; orin any other manner permitted by law.Deposit of proxiesThe directors may specify in a notice calling a meeting of shareholders a time not more than 48 hours, excluding Saturdays and holidays, before the meeting or adjournment before which time proxies to be used at the meeting must be deposited with the corporation or its agent or mandatary.R.S., 1985, c. C-44, s. 148; 2001, c. 14, s. 135(E); 2011, c. 21, s. 55
Mandatory solicitationSubject to subsection (2), the management of a corporation shall, concurrently with giving notice of a meeting of shareholders, send a form of proxy in prescribed form to each shareholder who is entitled to receive notice of the meeting.ExceptionThe management of the corporation is not required to send a form of proxy under subsection (1) if itis not a distributing corporation; andhas fifty or fewer shareholders entitled to vote at a meeting, two or more joint holders being counted as one shareholder.OffenceIf the management of a corporation fails to comply, without reasonable cause, with subsection (1), the corporation is guilty of an offence and liable on summary conviction to a fine not exceeding five thousand dollars.Officers, etc., of corporationsWhere a corporation commits an offence under subsection (3), any director or officer of the corporation who knowingly authorized, permitted or acquiesced in the commission of the offence is a party to and guilty of the offence and is liable on summary conviction to a fine not exceeding five thousand dollars or to imprisonment for a term not exceeding six months or to both, whether or not the corporation has been prosecuted or convicted.R.S., 1985, c. C-44, s. 149; 2001, c. 14, s. 68
Soliciting proxiesA person shall not solicit proxies unlessin the case of solicitation by or on behalf of the management of a corporation, a management proxy circular in prescribed form, either as an appendix to or as a separate document accompanying the notice of the meeting, orin the case of any other solicitation, a dissident’s proxy circular in prescribed form stating the purposes of the solicitationis sent to the auditor of the corporation, to each shareholder whose proxy is solicited, to each director and, if paragraph (b) applies, to the corporation.Exception — solicitation to fifteen or fewer shareholdersDespite subsection (1), a person may solicit proxies, other than by or on behalf of the management of the corporation, without sending a dissident’s proxy circular, if the total number of shareholders whose proxies are solicited is fifteen or fewer, two or more joint holders being counted as one shareholder.Exception — solicitation by public broadcastDespite subsection (1), a person may solicit proxies, other than by or on behalf of the management of the corporation, without sending a dissident’s proxy circular if the solicitation is, in the prescribed circumstances, conveyed by public broadcast, speech or publication.Copy to DirectorA person required to send a management proxy circular or dissident’s proxy circular shall send concurrently a copy of it to the Director together with a statement in prescribed form, the form of proxy, any other documents for use in connection with the meeting and, in the case of a management proxy circular, a copy of the notice of meeting.OffenceA person who fails to comply with subsections (1) and (2) is guilty of an offence and liable on summary conviction to a fine not exceeding five thousand dollars or to imprisonment for a term not exceeding six months or to both, whether or not the body corporate has been prosecuted or convicted.Officers, etc., of bodies corporateWhere a body corporate commits an offence under subsection (3), any director or officer of the body corporate who knowingly authorized, permitted or acquiesced in the commission of the offence is a party to and guilty of the offence and is liable on summary conviction to a fine not exceeding five thousand dollars or to imprisonment for a term not exceeding six months or to both, whether or not the body corporate has been prosecuted or convicted.R.S., 1985, c. C-44, s. 150; 1992, c. 1, s. 54; 1994, c. 24, s. 16; 2001, c. 14, s. 69
ExemptionOn the application of an interested person, the Director may exempt the person, on any terms that the Director thinks fit, from any of the requirements of section 149 or subsection 150(1) or 153(1). The exemption may have retroactive effect.[Repealed, 2018, c. 8, s. 18]R.S., 1985, c. C-44, s. 151; 2001, c. 14, s. 70; 2018, c. 8, s. 18
Attendance at meetingA person who solicits a proxy and is appointed proxyholder shall attend in person or cause an alternate proxyholder to attend the meeting in respect of which the proxy is given and comply with the directions of the shareholder who appointed him.Right of a proxyholderA proxyholder or an alternate proxyholder has the same rights as the shareholder by whom they were appointed to speak at a meeting of shareholders in respect of any matter, to vote by way of ballot at the meeting and, except where a proxyholder or an alternate proxyholder has conflicting instructions from more than one shareholder, to vote at such a meeting in respect of any matter by way of any show of hands.Show of handsDespite subsections (1) and (2), if the chairperson of a meeting of shareholders declares to the meeting that, if a ballot is conducted, the total number of votes attached to shares represented at the meeting by proxy required to be voted against what to the knowledge of the chairperson will be the decision of the meeting in relation to any matter or group of matters is less than five per cent of all the votes that might be cast by shareholders personally or through proxy at the meeting on the ballot, unless a shareholder or proxyholder demands a ballot,the chairperson may conduct the vote in respect of that matter or group of matters by a show of hands; anda proxyholder or alternate proxyholder may vote in respect of that matter or group of matters by a show of hands.OffenceA proxyholder or alternate proxyholder who without reasonable cause fails to comply with the directions of a shareholder under this section is guilty of an offence and liable on summary conviction to a fine not exceeding five thousand dollars or to imprisonment for a term not exceeding six months or to both.R.S., 1985, c. C-44, s. 152; 2001, c. 14, ss. 71, 135(E)
Duty of intermediaryShares of a corporation that are registered in the name of an intermediary or their nominee and not beneficially owned by the intermediary must not be voted unless the intermediary, without delay after receipt of the notice of the meeting, financial statements, management proxy circular, dissident’s proxy circular and any other documents other than the form of proxy sent to shareholders by or on behalf of any person for use in connection with the meeting, sends a copy of the document to the beneficial owner and, except when the intermediary has received written voting instructions from the beneficial owner, a written request for such instructions.Restriction on votingAn intermediary, or a proxyholder appointed by an intermediary, may not vote shares that the intermediary does not beneficially own and that are registered in the name of the intermediary or in the name of a nominee of the intermediary unless the intermediary or proxyholder, as the case may be, receives written voting instructions from the beneficial owner.CopiesA person by or on behalf of whom a solicitation is made shall provide, at the request of an intermediary, without delay, to the intermediary at the person’s expense the necessary number of copies of the documents referred to in subsection (1), other than copies of the document requesting voting instructions.Instructions to intermediaryAn intermediary shall vote or appoint a proxyholder to vote any shares referred to in subsection (1) in accordance with any written voting instructions received from the beneficial owner.Beneficial owner as proxyholderIf a beneficial owner so requests and provides an intermediary with appropriate documentation, the intermediary must appoint the beneficial owner or a nominee of the beneficial owner as proxyholder.ValidityThe failure of an intermediary to comply with this section does not render void any meeting of shareholders or any action taken at the meeting.LimitationNothing in this section gives an intermediary the right to vote shares that the intermediary is otherwise prohibited from voting.OffenceAn intermediary who knowingly fails to comply with this section is guilty of an offence and liable on summary conviction to a fine not exceeding five thousand dollars or to imprisonment for a term not exceeding six months or to both.Officers, etc., of bodies corporateIf an intermediary that is a body corporate commits an offence under subsection (8), any director or officer of the body corporate who knowingly authorized, permitted or acquiesced in the commission of the offence is a party to and guilty of the offence and is liable on summary conviction to a fine not exceeding five thousand dollars or to imprisonment for a term not exceeding six months or to both, whether or not the body corporate has been prosecuted or convicted.R.S., 1985, c. C-44, s. 153; 2001, c. 14, s. 72
Restraining orderIf a form of proxy, management proxy circular or dissident’s proxy circular contains an untrue statement of a material fact or omits to state a material fact required therein or necessary to make a statement contained therein not misleading in the light of the circumstances in which it was made, an interested person or the Director may apply to a court and the court may make any order it thinks fit including, without limiting the generality of the foregoing,an order restraining the solicitation, the holding of the meeting, or any person from implementing or acting on any resolution passed at the meeting to which the form of proxy, management proxy circular or dissident’s proxy circular relates;an order requiring correction of any form of proxy or proxy circular and a further solicitation; andan order adjourning the meeting.Notice to DirectorAn applicant under this section shall give to the Director notice of the application and the Director is entitled to appear and to be heard in person or by counsel.1974-75-76, c. 33, s. 148; 1978-79, c. 9, s. 1(F)
Financial Disclosure
Annual financial statementsThe directors of a corporation shall place before the shareholders at every annual meetingprescribed comparative financial statements that conform to any prescribed requirements and relate separately tothe period that began on the date the corporation came into existence and ended not more than six months before the annual meeting or, if the corporation has completed a financial year, the period that began immediately after the end of the last completed financial year and ended not more than six months before the annual meeting, andthe immediately preceding financial year;the report of the auditor, if any; andany further information respecting the financial position of the corporation and the results of its operations required by the articles, the by-laws or any unanimous shareholder agreement.ExceptionNotwithstanding paragraph (1)(a), the financial statements referred to in subparagraph (1)(a)(ii) may be omitted if the reason for the omission is set out in the financial statements, or in a note thereto, to be placed before the shareholders at an annual meeting.R.S., 1985, c. C-44, s. 155; 2018, c. 8, s. 20
Application for exemptionOn the application of a corporation, the Director may exempt the corporation, on any terms that the Director thinks fit, from any requirement set out in section 155 or any of sections 157 to 160, if the Director reasonably believes that the detriment that may be caused to the corporation by the requirement outweighs its benefit to the shareholders or, in the case of a distributing corporation, to the public.R.S., 1985, c. C-44, s. 156; 2001, c. 14, s. 74; 2018, c. 8, s. 21
Consolidated statementsA corporation shall keep at its registered office a copy of the financial statements of each of its subsidiary bodies corporate and of each body corporate the accounts of which are consolidated in the financial statements of the corporation.ExaminationShareholders of a corporation and their personal representatives may on request examine the statements referred to in subsection (1) during the usual business hours of the corporation and may make extracts free of charge.Barring examinationA corporation may, within fifteen days of a request to examine under subsection (2), apply to a court for an order barring the right of any person to so examine, and the court may, if it is satisfied that such examination would be detrimental to the corporation or a subsidiary body corporate, bar such right and make any further order it thinks fit.Notice to DirectorA corporation shall give the Director and the person asking to examine under subsection (2) notice of an application under subsection (3), and the Director and such person may appear and be heard in person or by counsel.R.S., 1985, c. C-44, s. 157; 2001, c. 14, s. 75
Approval of financial statementsThe directors of a corporation shall approve the financial statements referred to in section 155 and the approval shall be evidenced by the manual signature of one or more directors or a facsimile of the signatures reproduced in the statements.Condition precedentA corporation shall not issue, publish or circulate copies of the financial statements referred to in section 155 unless the financial statements areapproved and signed in accordance with subsection (1); andaccompanied by the report of the auditor of the corporation, if any.R.S., 1985, c. C-44, s. 158; 2001, c. 14, s. 76
Copies to shareholdersA corporation shall, not less than twenty-one days before each annual meeting of shareholders or before the signing of a resolution under paragraph 142(1)(b) in lieu of the annual meeting, send a copy of the documents referred to in section 155 to each shareholder, except to a shareholder who has informed the corporation in writing that he or she does not want a copy of those documents.OffenceA corporation that, without reasonable cause, fails to comply with subsection (1) is guilty of an offence and liable on summary conviction to a fine not exceeding five thousand dollars.R.S., 1985, c. C-44, s. 159; 2001, c. 14, s. 135(E)
Copies to DirectorA distributing corporation, any of the issued securities of which remain outstanding and are held by more than one person, shall send a copy of the documents referred to in section 155 to the Directornot less than twenty-one days before each annual meeting of shareholders, or without delay after a resolution referred to in paragraph 142(1)(b) is signed; andin any event within fifteen months after the last preceding annual meeting should have been held or a resolution in lieu of the meeting should have been signed, but no later than six months after the end of the corporation’s preceding financial year.Subsidiary corporation exemptionA subsidiary corporation is not required to comply with this section ifthe financial statements of its holding corporation are in consolidated or combined form and include the accounts of the subsidiary; andthe consolidated or combined financial statements of the holding corporation are included in the documents sent to the Director by the holding corporation in compliance with this section.OffenceA corporation that fails to comply with this section is guilty of an offence and is liable on summary conviction to a fine not exceeding five thousand dollars.R.S., 1985, c. C-44, s. 160; 1992, c. 1, s. 55; 1994, c. 24, s. 17; 2001, c. 14, s. 77
Qualification of auditorSubject to subsection (5), a person is disqualified from being an auditor of a corporation if the person is not independent of the corporation, any of its affiliates, or the directors or officers of any such corporation or its affiliates.IndependenceFor the purposes of this section,independence is a question of fact; anda person is deemed not to be independent if they or their business partneris a business partner, a director, an officer or an employee of the corporation or any of its affiliates, or a business partner of any director, officer or employee of any such corporation or any of its affiliates,beneficially owns or controls, directly or indirectly, a material interest in the securities of the corporation or any of its affiliates, orhas been a receiver, receiver-manager, sequestrator, liquidator or trustee in bankruptcy of the corporation or any of its affiliates within two years of the person’s proposed appointment as auditor of the corporation.Business partnersFor the purposes of subsection (2), a person’s business partner includes a shareholder of that person.Duty to resignAn auditor who becomes disqualified under this section shall, subject to subsection (5), resign forthwith after becoming aware of the disqualification.Disqualification orderAn interested person may apply to a court for an order declaring an auditor to be disqualified under this section and the office of auditor to be vacant.Exemption orderAn interested person may apply to a court for an order exempting an auditor from disqualification under this section and the court may, if it is satisfied that an exemption would not unfairly prejudice the shareholders, make an exemption order on such terms as it thinks fit, which order may have retrospective effect.R.S., 1985, c. C-44, s. 161; 2001, c. 14, ss. 78, 135(E); 2011, c. 21, s. 56(E); 2018, c. 8, s. 23(E)
Appointment of auditorSubject to section 163, shareholders of a corporation shall, by ordinary resolution, at the first annual meeting of shareholders and at each succeeding annual meeting, appoint an auditor to hold office until the close of the next annual meeting.EligibilityAn auditor appointed under section 104 is eligible for appointment under subsection (1).Incumbent auditorNotwithstanding subsection (1), if an auditor is not appointed at a meeting of shareholders, the incumbent auditor continues in office until a successor is appointed.RemunerationThe remuneration of an auditor may be fixed by ordinary resolution of the shareholders or, if not so fixed, may be fixed by the directors.1974-75-76, c. 33, s. 156; 1978-79, c. 9, ss. 1(F), 48
Dispensing with auditorThe shareholders of a corporation that is not a distributing corporation may resolve not to appoint an auditor.LimitationA resolution under subsection (1) is valid only until the next succeeding annual meeting of shareholders.Unanimous consentA resolution under subsection (1) is not valid unless it is consented to by all the shareholders, including shareholders not otherwise entitled to vote.[Repealed, 1994, c. 24, s. 18]R.S., 1985, c. C-44, s. 163; 1992, c. 1, s. 56; 1994, c. 24, s. 18; 2001, c. 14, s. 79
Ceasing to hold officeAn auditor of a corporation ceases to hold office when the auditordies or resigns; oris removed pursuant to section 165.Effective date of resignationA resignation of an auditor becomes effective at the time a written resignation is sent to the corporation, or at the time specified in the resignation, whichever is later.R.S., 1985, c. C-44, s. 164; 2001, c. 14, s. 135(E)
Removal of auditorThe shareholders of a corporation may by ordinary resolution at a special meeting remove from office the auditor other than an auditor appointed by a court under section 167.VacancyA vacancy created by the removal of an auditor may be filled at the meeting at which the auditor is removed or, if not so filled, may be filled under section 166.1974-75-76, c. 33, s. 159; 1978-79, c. 9, s. 1(F)
Filling vacancySubject to subsection (3), the directors shall forthwith fill a vacancy in the office of auditor.Calling meetingIf there is not a quorum of directors, the directors then in office shall, within twenty-one days after a vacancy in the office of auditor occurs, call a special meeting of shareholders to fill the vacancy and, if they fail to call a meeting or if there are no directors, the meeting may be called by any shareholder.Shareholders filling vacancyThe articles of a corporation may provide that a vacancy in the office of auditor shall only be filled by vote of the shareholders.Unexpired termAn auditor appointed to fill a vacancy holds office for the unexpired term of the auditor’s predecessor.R.S., 1985, c. C-44, s. 166; 2001, c. 14, s. 135(E)
Court appointed auditorIf a corporation does not have an auditor, the court may, on the application of a shareholder or the Director, appoint and fix the remuneration of an auditor who holds office until an auditor is appointed by the shareholders.ExceptionSubsection (1) does not apply if the shareholders have resolved under section 163 not to appoint an auditor.1974-75-76, c. 33, s. 161; 1978-79, c. 9, s. 1(F)
Right to attend meetingThe auditor of a corporation is entitled to receive notice of every meeting of shareholders and, at the expense of the corporation, to attend and be heard on matters relating to the auditor’s duties.Duty to attendIf a director or shareholder of a corporation, whether or not the shareholder is entitled to vote at the meeting, gives written notice not less than ten days before a meeting of shareholders to the auditor or a former auditor of the corporation, the auditor or former auditor shall attend the meeting at the expense of the corporation and answer questions relating to their duties as auditor.Notice to corporationA director or shareholder who sends a notice referred to in subsection (2) shall send concurrently a copy of the notice to the corporation.OffenceAn auditor or former auditor of a corporation who fails without reasonable cause to comply with subsection (2) is guilty of an offence and liable on summary conviction to a fine not exceeding five thousand dollars or to imprisonment for a term not exceeding six months or to both.Statement of auditorAn auditor is entitled to submit to the corporation a written statement giving reasons for resigning or for opposing any proposed action or resolution when the auditorresigns;receives a notice or otherwise learns of a meeting of shareholders called for the purpose of removing the auditor from office;receives a notice or otherwise learns of a meeting of directors or shareholders at which another person is to be appointed to fill the office of auditor, whether because of the resignation or removal of the incumbent auditor or because the auditor’s term of office has expired or is about to expire; orreceives a notice or otherwise learns of a meeting of shareholders at which a resolution referred to in section 163 is to be proposed.Other statementsIn the case of a proposed replacement of an auditor, whether through removal or at the end of the auditor’s term, the following rules apply with respect to other statements:the corporation shall make a statement on the reasons for the proposed replacement; andthe proposed replacement auditor may make a statement in which he or she comments on the reasons referred to in paragraph (a).Circulating statementThe corporation shall send a copy of the statements referred to in subsections (5) and (5.1) without delay to every shareholder entitled to receive notice of a meeting referred to in subsection (1) and to the Director, unless the statement is included in or attached to a management proxy circular required by section 150.Replacing auditorNo person shall accept appointment or consent to be appointed as auditor of a corporation to replace an auditor who has resigned, been removed or whose term of office has expired or is about to expire until the person has requested and received from that auditor a written statement of the circumstances and the reasons, in that auditor’s opinion, for their replacement.ExceptionNotwithstanding subsection (7), a person otherwise qualified may accept appointment or consent to be appointed as auditor of a corporation if, within fifteen days after making the request referred to in that subsection, the person does not receive a reply.Effect of non-complianceUnless subsection (8) applies, an appointment as auditor of a corporation of a person who has not complied with subsection (7) is void.R.S., 1985, c. C-44, s. 168; 2001, c. 14, ss. 80, 135(E); 2018, c. 8, s. 23.1(F)
ExaminationAn auditor of a corporation shall make the examination that is in their opinion necessary to enable them to report in the prescribed manner on the financial statements required by this Act to be placed before the shareholders, except such financial statements or part thereof that relate to the period referred to in subparagraph 155(1)(a)(ii).Reliance on other auditorNotwithstanding section 170, an auditor of a corporation may reasonably rely on the report of an auditor of a body corporate or an unincorporated business the accounts of which are included in whole or in part in the financial statements of the corporation.ReasonablenessFor the purpose of subsection (2), reasonableness is a question of fact.ApplicationSubsection (2) applies whether or not the financial statements of the holding corporation reported on by the auditor are in consolidated form.R.S., 1985, c. C-44, s. 169; 2001, c. 14, s. 135(E)
Right to informationOn the demand of an auditor of a corporation, the present or former directors, officers, employees, agents or mandataries of the corporation shall provide anyinformation and explanations, andaccess to records, documents, books, accounts and vouchers of the corporation or any of its subsidiariesthat are, in the opinion of the auditor, necessary to enable the auditor to make the examination and report required under section 169 and that the directors, officers, employees, agents or mandataries are reasonably able to provide.IdemOn the demand of the auditor of a corporation, the directors of the corporation shallobtain from the present or former directors, officers, employees and agents or mandataries of any subsidiary of the corporation the information and explanations that the present or former directors, officers, employees and agents or mandataries are reasonably able to provide and that are, in the opinion of the auditor, necessary to enable the auditor to make the examination and report required under section 169; andfurnish the auditor with the information and explanations so obtained.No civil liabilityA person who in good faith makes an oral or written communication under subsection (1) or (2) is not liable in any civil proceeding arising from having made the communication.R.S., 1985, c. C-44, s. 170; 2001, c. 14, ss. 81, 135(E); 2011, c. 21, s. 57(E)
Audit committeeSubject to subsection (2), a corporation described in subsection 102(2) shall, and any other corporation may, have an audit committee composed of not less than three directors of the corporation, a majority of whom are not officers or employees of the corporation or any of its affiliates.ExemptionThe Director may, on the application of a corporation, authorize the corporation to dispense with an audit committee, and the Director may, if satisfied that the shareholders will not be prejudiced, permit the corporation to dispense with an audit committee on any reasonable conditions that the Director thinks fit.Duty of committeeAn audit committee shall review the financial statements of the corporation before such financial statements are approved under section 158.Auditor’s attendanceThe auditor of a corporation is entitled to receive notice of every meeting of the audit committee and, at the expense of the corporation, to attend and be heard thereat; and, if so requested by a member of the audit committee, shall attend every meeting of the committee held during the term of office of the auditor.Calling meetingThe auditor of a corporation or a member of the audit committee may call a meeting of the committee.Notice of errorsA director or an officer of a corporation shall forthwith notify the audit committee and the auditor of any error or mis-statement of which the director or officer becomes aware in a financial statement that the auditor or a former auditor has reported on.Error in financial statementsAn auditor or former auditor of a corporation who is notified or becomes aware of an error or mis-statement in a financial statement on which they have reported, if in their opinion the error or mis-statement is material, shall inform each director accordingly.Duty of directorsWhen under subsection (7) the auditor or former auditor informs the directors of an error or mis-statement in a financial statement, the directors shallprepare and issue revised financial statements; orotherwise inform the shareholders and, if the corporation is one that is required to comply with section 160, it shall inform the Director of the error or mis-statement in the same manner as it informs the shareholders.OffenceEvery director or officer of a corporation who knowingly fails to comply with subsection (6) or (8) is guilty of an offence and liable on summary conviction to a fine not exceeding five thousand dollars or to imprisonment for a term not exceeding six months or to both.R.S., 1985, c. C-44, s. 171; 2001, c. 14, ss. 82, 135(E)
Qualified privilege (defamation)Any oral or written statement or report made under this Act by the auditor or former auditor of a corporation has qualified privilege.1974-75-76, c. 33, s. 166; 1978-79, c. 9, s. 1(F)
Disclosure Relating to Diversity
Diversity in corporationsThe directors of a prescribed corporation shall place before the shareholders, at every annual meeting, the prescribed information respecting diversity among the directors and among the members of senior management as defined by regulation.Information to shareholders and DirectorThe corporation shall provide the information referred to in subsection (1) to each shareholder, except to a shareholder who has informed the corporation in writing that they do not want to receive that information, by sending the information along with the notice referred to in subsection 135(1) or by making the information available along with a proxy circular referred to in subsection 150(1).Information to DirectorThe corporation shall concurrently send the information referred to in subsection (1) to the Director.2018, c. 8, s. 24
Fundamental Changes
Amendment of articlesSubject to sections 176 and 177, the articles of a corporation may by special resolution be amended tochange its name;change the province in which its registered office is situated;add, change or remove any restriction on the business or businesses that the corporation may carry on;change any maximum number of shares that the corporation is authorized to issue;create new classes of shares;reduce or increase its stated capital, if its stated capital is set out in the articles;change the designation of all or any of its shares, and add, change or remove any rights, privileges, restrictions and conditions, including rights to accrued dividends, in respect of all or any of its shares, whether issued or unissued;change the shares of any class or series, whether issued or unissued, into a different number of shares of the same class or series or into the same or a different number of shares of other classes or series;divide a class of shares, whether issued or unissued, into series and fix the number of shares in each series and the rights, privileges, restrictions and conditions thereof;authorize the directors to divide any class of unissued shares into series and fix the number of shares in each series and the rights, privileges, restrictions and conditions thereof;authorize the directors to change the rights, privileges, restrictions and conditions attached to unissued shares of any series;revoke, diminish or enlarge any authority conferred under paragraphs (j) and (k);increase or decrease the number of directors or the minimum or maximum number of directors, subject to sections 107 and 112;add, change or remove restrictions on the issue, transfer or ownership of shares; oradd, change or remove any other provision that is permitted by this Act to be set out in the articles.TerminationThe directors of a corporation may, if authorized by the shareholders in the special resolution effecting an amendment under this section, revoke the resolution before it is acted on without further approval of the shareholders.Amendment of number nameNotwithstanding subsection (1), where a corporation has a designating number as a name, the directors may amend its articles to change that name to a verbal name.R.S., 1985, c. C-44, s. 173; 1994, c. 24, s. 19; 2001, c. 14, ss. 83, 134(F)
Constraints on sharesSubject to sections 176 and 177, a distributing corporation, any of the issued shares of which remain outstanding and are held by more than one person, may by special resolution amend its articles in accordance with the regulations to constrainthe issue or transfer of shares of any class or series to persons who are not resident Canadians;the issue or transfer of shares of any class or series to enable the corporation or any of its affiliates or associates to qualify under any prescribed law of Canada or a provinceto obtain a licence to carry on any business,to become a publisher of a Canadian newspaper or periodical, orto acquire shares of a financial intermediary as defined in the regulations;the issue, transfer or ownership of shares of any class or series in order to assist the corporation or any of its affiliates or associates to qualify under any prescribed law of Canada or a province to receive licences, permits, grants, payments or other benefits by reason of attaining or maintaining a specified level of Canadian ownership or control;the issue, transfer or ownership of shares of any class or series in order to assist the corporation to comply with any prescribed law.the issue, transfer or ownership of shares of any class or series to enable the corporation to be a registered labour-sponsored venture capital corporation under Part X.3 of the Income Tax Act.Exception in respect of paragraph (1)(c)Paragraph (1)(c) does not permit a constraint on the issue, transfer or ownership of shares of any class or series of which any shares are outstanding unlessin the case of a constraint in respect of a class, the shares of the class, orin the case of a constraint in respect of a series, the shares of the seriesare already subject to a constraint permitted under that paragraph.Limitation on ownership of sharesA corporation may, pursuant to paragraph (1)(c), limit the number of shares of that corporation that may be owned, or prohibit the ownership of shares, by any person whose ownership would adversely affect the ability of the corporation or any of its affiliates or associates to attain or maintain a level of Canadian ownership or control specified in its articles that equals or exceeds a specified level referred to in paragraph (1)(c).Change or removal of constraintA corporation referred to in subsection (1) may by special resolution amend its articles to change or remove any constraint on the issue, transfer or ownership of its shares.TerminationThe directors of a corporation may, if authorized by the shareholders in the special resolution effecting an amendment under subsection (1) or (4), revoke the resolution before it is acted on without further approval of the shareholders.RegulationsSubject to subsections 261(2) and (3), the Governor in Council may make regulations with respect to a corporation that constrains the issue, transfer or ownership of its shares prescribingthe disclosure required of the constraints in documents issued or published by the corporation;the duties and powers of the directors to refuse to issue or register transfers of shares in accordance with the articles of the corporation;the limitations on voting rights of any shares held contrary to the articles of the corporation;the powers of the directors to require disclosure of beneficial ownership of shares of the corporation and the right of the corporation and its directors, employees and agents or mandataries to rely on that disclosure and the effects of that reliance; andthe rights of any person owning shares of the corporation at the time of an amendment to its articles constraining share issues or transfers.Validity of actsAn issue or a transfer of a share or an act of a corporation is valid notwithstanding any failure to comply with this section or the regulations.R.S., 1985, c. C-44, s. 174; 1991, c. 45, s. 554, c. 47, s. 722; 1994, c. 21, s. 125; 2001, c. 14, ss. 84, 134(F); 2011, c. 21, s. 58(E)
Proposal to amendSubject to subsection (2), a director or a shareholder who is entitled to vote at an annual meeting of shareholders may, in accordance with section 137, make a proposal to amend the articles.Notice of amendmentNotice of a meeting of shareholders at which a proposal to amend the articles is to be considered shall set out the proposed amendment and, where applicable, shall state that a dissenting shareholder is entitled to be paid the fair value of their shares in accordance with section 190, but failure to make that statement does not invalidate an amendment.R.S., 1985, c. C-44, s. 175; 2001, c. 14, s. 135(E)
Class voteThe holders of shares of a class or, subject to subsection (4), of a series are, unless the articles otherwise provide in the case of an amendment referred to in paragraphs (a), (b) and (e), entitled to vote separately as a class or series on a proposal to amend the articles toincrease or decrease any maximum number of authorized shares of such class, or increase any maximum number of authorized shares of a class having rights or privileges equal or superior to the shares of such class;effect an exchange, reclassification or cancellation of all or part of the shares of such class;add, change or remove the rights, privileges, restrictions or conditions attached to the shares of such class and, without limiting the generality of the foregoing,remove or change prejudicially rights to accrued dividends or rights to cumulative dividends,add, remove or change prejudicially redemption rights,reduce or remove a dividend preference or a liquidation preference, oradd, remove or change prejudicially conversion privileges, options, voting, transfer or pre-emptive rights, or rights to acquire securities of a corporation, or sinking fund provisions;increase the rights or privileges of any class of shares having rights or privileges equal or superior to the shares of such class;create a new class of shares equal or superior to the shares of such class;make any class of shares having rights or privileges inferior to the shares of such class equal or superior to the shares of such class;effect an exchange or create a right of exchange of all or part of the shares of another class into the shares of such class; orconstrain the issue, transfer or ownership of the shares of such class or change or remove such constraint.ExceptionSubsection (1) does not apply in respect of a proposal to amend the articles to add a right or privilege for a holder to convert shares of a class or series into shares of another class or series that is subject to a constraint permitted under paragraph 174(1)(c) but is otherwise equal to the class or series first mentioned.Deeming provisionFor the purpose of paragraph (1)(e), a new class of shares, the issue, transfer or ownership of which is to be constrained by an amendment to the articles pursuant to paragraph 174(1)(c), that is otherwise equal to an existing class of shares shall be deemed not to be equal or superior to the existing class of shares.LimitationThe holders of a series of shares of a class are entitled to vote separately as a series under subsection (1) only if such series is affected by an amendment in a manner different from other shares of the same class.Right to voteSubsection (1) applies whether or not shares of a class or series otherwise carry the right to vote.Separate resolutionsA proposed amendment to the articles referred to in subsection (1) is adopted when the holders of the shares of each class or series entitled to vote separately thereon as a class or series have approved such amendment by a special resolution.R.S., 1985, c. C-44, s. 176; 2001, c. 14, s. 134(F)
Delivery of articlesSubject to any revocation under subsection 173(2) or 174(5), after an amendment has been adopted under section 173, 174 or 176 articles of amendment in the form that the Director fixes shall be sent to the Director.Reduction of stated capitalIf an amendment effects or requires a reduction of stated capital, subsections 38(3) and (4) apply.R.S., 1985, c. C-44, s. 177; 2001, c. 14, s. 85
Certificate of amendmentOn receipt of articles of amendment, the Director shall issue a certificate of amendment in accordance with section 262.1974-75-76, c. 33, s. 172; 1978-79, c. 9, s. 1(F)
Effect of certificateAn amendment becomes effective on the date shown in the certificate of amendment and the articles are amended accordingly.Rights preservedNo amendment to the articles affects an existing cause of action or claim or liability to prosecution in favour of or against the corporation or its directors or officers, or any civil, criminal or administrative action or proceeding to which a corporation or its directors or officers is a party.1974-75-76, c. 33, s. 173; 1978-79, c. 9, s. 1(F)
Restated articlesThe directors may at any time, and shall when reasonably so directed by the Director, restate the articles of incorporation.Delivery of articlesRestated articles of incorporation in the form that the Director fixes shall be sent to the Director.Restated certificateOn receipt of restated articles of incorporation, the Director shall issue a restated certificate of incorporation in accordance with section 262.Effect of certificateRestated articles of incorporation are effective on the date shown in the restated certificate of incorporation and supersede the original articles of incorporation and all amendments thereto.R.S., 1985, c. C-44, s. 180; 2001, c. 14, s. 86
AmalgamationTwo or more corporations, including holding and subsidiary corporations, may amalgamate and continue as one corporation.1974-75-76, c. 33, s. 175; 1978-79, c. 9, s. 1(F)
Amalgamation agreementEach corporation proposing to amalgamate shall enter into an agreement setting out the terms and means of effecting the amalgamation and, in particular, setting outthe provisions that are required to be included in articles of incorporation under section 6;the name and address of each proposed director of the amalgamated corporation;the manner in which the shares of each amalgamating corporation are to be converted into shares or other securities of the amalgamated corporation;if any shares of an amalgamating corporation are not to be converted into securities of the amalgamated corporation, the amount of money or securities of any body corporate that the holders of such shares are to receive in addition to or instead of securities of the amalgamated corporation;the manner of payment of money instead of the issue of fractional shares of the amalgamated corporation or of any other body corporate the securities of which are to be received in the amalgamation;whether the by-laws of the amalgamated corporation are to be those of one of the amalgamating corporations and, if not, a copy of the proposed by-laws; anddetails of any arrangements necessary to perfect the amalgamation and to provide for the subsequent management and operation of the amalgamated corporation.CancellationIf shares of one of the amalgamating corporations are held by or on behalf of another of the amalgamating corporations, the amalgamation agreement shall provide for the cancellation of such shares when the amalgamation becomes effective without any repayment of capital in respect thereof, and no provision shall be made in the agreement for the conversion of such shares into shares of the amalgamated corporation.1974-75-76, c. 33, s. 176; 1978-79, c. 9, s. 1(F)
Shareholder approvalThe directors of each amalgamating corporation shall submit the amalgamation agreement for approval to a meeting of the holders of shares of the amalgamating corporation of which they are directors and, subject to subsection (4), to the holders of each class or series of such shares.Notice of meetingA notice of a meeting of shareholders complying with section 135 shall be sent in accordance with that section to each shareholder of each amalgamating corporation, and shallinclude or be accompanied by a copy or summary of the amalgamation agreement; andstate that a dissenting shareholder is entitled to be paid the fair value of their shares in accordance with section 190, but failure to make that statement does not invalidate an amalgamation.Right to voteEach share of an amalgamating corporation carries the right to vote in respect of an amalgamation agreement whether or not it otherwise carries the right to vote.Class voteThe holders of shares of a class or series of shares of each amalgamating corporation are entitled to vote separately as a class or series in respect of an amalgamation agreement if the amalgamation agreement contains a provision that, if contained in a proposed amendment to the articles, would entitle such holders to vote as a class or series under section 176.Shareholder approvalSubject to subsection (4), an amalgamation agreement is adopted when the shareholders of each amalgamating corporation have approved of the amalgamation by special resolutions.TerminationAn amalgamation agreement may provide that at any time before the issue of a certificate of amalgamation the agreement may be terminated by the directors of an amalgamating corporation, notwithstanding approval of the agreement by the shareholders of all or any of the amalgamating corporations.R.S., 1985, c. C-44, s. 183; 2001, c. 14, ss. 87, 135(E)
Vertical short-form amalgamationA holding corporation and one or more of its subsidiary corporations may amalgamate and continue as one corporation without complying with sections 182 and 183 ifthe amalgamation is approved by a resolution of the directors of each amalgamating corporation;all of the issued shares of each amalgamating subsidiary corporation are held by one or more of the other amalgamating corporations; andthe resolutions provide thatthe shares of each amalgamating subsidiary corporation shall be cancelled without any repayment of capital in respect thereof,except as may be prescribed, the articles of amalgamation shall be the same as the articles of the amalgamating holding corporation, andno securities shall be issued by the amalgamated corporation in connection with the amalgamation and the stated capital of the amalgamated corporation shall be the same as the stated capital of the amalgamating holding corporation.Horizontal short-form amalgamationTwo or more wholly-owned subsidiary corporations of the same holding body corporate may amalgamate and continue as one corporation without complying with sections 182 and 183 ifthe amalgamation is approved by a resolution of the directors of each amalgamating corporation; andthe resolutions provide thatthe shares of all but one of the amalgamating subsidiary corporations shall be cancelled without any repayment of capital in respect thereof,except as may be prescribed, the articles of amalgamation shall be the same as the articles of the amalgamating subsidiary corporation whose shares are not cancelled, andthe stated capital of the amalgamating subsidiary corporations whose shares are cancelled shall be added to the stated capital of the amalgamating subsidiary corporation whose shares are not cancelled.R.S., 1985, c. C-44, s. 184; 1994, c. 24, s. 20; 2001, c. 14, s. 88
Sending of articlesSubject to subsection 183(6), after an amalgamation has been adopted under section 183 or approved under section 184, articles of amalgamation in the form that the Director fixes shall be sent to the Director together with the documents required by sections 19 and 106.Attached declarationsThe articles of amalgamation shall have attached thereto a statutory declaration of a director or an officer of each amalgamating corporation that establishes to the satisfaction of the Director thatthere are reasonable grounds for believing thateach amalgamating corporation is and the amalgamated corporation will be able to pay its liabilities as they become due, andthe realizable value of the amalgamated corporation’s assets will not be less than the aggregate of its liabilities and stated capital of all classes; andthere are reasonable grounds for believing thatno creditor will be prejudiced by the amalgamation, oradequate notice has been given to all known creditors of the amalgamating corporations and no creditor objects to the amalgamation otherwise than on grounds that are frivolous or vexatious.Adequate noticeFor the purposes of subsection (2), adequate notice is given ifa notice in writing is sent to each known creditor having a claim against the corporation that exceeds one thousand dollars;a notice is published once in a newspaper published or distributed in the place where the corporation has its registered office and reasonable notice thereof is given in each province where the corporation carries on business; andeach notice states that the corporation intends to amalgamate with one or more specified corporations in accordance with this Act and that a creditor of the corporation may object to the amalgamation within thirty days from the date of the notice.Certificate of amalgamationOn receipt of articles of amalgamation, the Director shall issue a certificate of amalgamation in accordance with section 262.R.S., 1985, c. C-44, s. 185; 2001, c. 14, s. 89
Effect of certificateOn the date shown in a certificate of amalgamationthe amalgamation of the amalgamating corporations and their continuance as one corporation become effective;the property of each amalgamating corporation continues to be the property of the amalgamated corporation;the amalgamated corporation continues to be liable for the obligations of each amalgamating corporation;an existing cause of action, claim or liability to prosecution is unaffected;a civil, criminal or administrative action or proceeding pending by or against an amalgamating corporation may be continued to be prosecuted by or against the amalgamated corporation;a conviction against, or ruling, order or judgment in favour of or against, an amalgamating corporation may be enforced by or against the amalgamated corporation; andthe articles of amalgamation are deemed to be the articles of incorporation of the amalgamated corporation and the certificate of amalgamation is deemed to be the certificate of incorporation of the amalgamated corporation.1974-75-76, c. 33, s. 180; 1978-79, c. 9, s. 1(F)
Amalgamation under other federal ActsSubject to subsection (2), a corporation may not amalgamate with one or more bodies corporate pursuant to the Bank Act, the Canada Cooperatives Act, the Cooperative Credit Associations Act, the Insurance Companies Act or the Trust and Loan Companies Act unless the corporation is first authorized to do so by the shareholders in accordance with section 183.Short-form amalgamationsA corporation may not amalgamate with one or more bodies corporate pursuant to the provisions of one of the Acts referred to in subsection (1) respecting short-form amalgamations unless the corporation is first authorized to do so by the directors in accordance with section 184.DiscontinuanceOn receipt of a notice satisfactory to the Director that a corporation has amalgamated pursuant to one of the Acts referred to in subsection (1), the Director shall file the notice and issue a certificate of discontinuance in accordance with section 262.Notice deemed to be articlesFor the purposes of section 262, a notice referred to in subsection (3) is deemed to be articles that are in the form that the Director fixes.Act ceases to applyThis Act ceases to apply to the corporation on the date shown in the certificate of discontinuance.Non-applicationFor greater certainty, section 185 does not apply to a corporation that amalgamates pursuant to one of the Acts referred to in subsection (1).1994, c. 24, s. 21; 1998, c. 1, s. 380; 2001, c. 14, s. 90
Continuance (import)A body corporate incorporated otherwise than by or under an Act of Parliament may, if so authorized by the laws of the jurisdiction where it is incorporated, apply to the Director for a certificate of continuance.Amendments in articles of continuanceA body corporate that applies for continuance under subsection (1) may, without so stating in its articles of continuance, effect by those articles any amendment to its Act of incorporation, articles, letters patent or memorandum or articles of association if the amendment is an amendment a corporation incorporated under this Act may make to its articles.Articles of continuanceArticles of continuance in the form that the Director fixes shall be sent to the Director together with the documents required by sections 19 and 106.Certificate of continuanceOn receipt of articles of continuance, the Director shall issue a certificate of continuance in accordance with section 262.Effect of certificateOn the date shown in the certificate of continuancethe body corporate becomes a corporation to which this Act applies as if it had been incorporated under this Act;the articles of continuance are deemed to be the articles of incorporation of the continued corporation; andthe certificate of continuance is deemed to be the certificate of incorporation of the continued corporation.Copy of certificateThe Director shall forthwith send a copy of the certificate of continuance to the appropriate official or public body in the jurisdiction in which continuance under this Act was authorized.Rights preservedWhen a body corporate is continued as a corporation under this Act,the property of the body corporate continues to be the property of the corporation;the corporation continues to be liable for the obligations of the body corporate;an existing cause of action, claim or liability to prosecution is unaffected;a civil, criminal or administrative action or proceeding pending by or against the body corporate may be continued to be prosecuted by or against the corporation; anda conviction against, or ruling, order or judgment in favour of or against, the body corporate may be enforced by or against the corporation.Issued sharesSubject to subsections (9) and 49(8), a share of a body corporate issued before the body corporate was continued under this Act is deemed to have been issued in compliance with this Act and with the provisions of the articles of continuance irrespective of whether the share is fully paid and irrespective of any designation, rights, privileges, restrictions or conditions set out on or referred to in the certificate representing the share. Continuance under this section does not deprive a holder of any right or privilege that the holder claims under, or relieve the holder of any liability in respect of, an issued share.Convertible sharesIf a corporation continued under this Act had, before it was so continued, issued a share certificate in registered form that is convertible to bearer form, the corporation shall not, if a holder of such a share certificate exercises the conversion privilege attached to the certificate, issue a share certificate in bearer form.Definition of shareFor the purposes of subsections (8) and (9), share includes an instrument referred to in subsection 29(1), a share warrant as defined in the Canada Corporations Act, chapter C-32 of the Revised Statutes of Canada, 1970, or a like instrument.Where continued reference to par value shares permissibleWhere the Director determines, on the application of a body corporate, that it is not practicable to change a reference to the nominal or par value of shares of a class or series that the body corporate was authorized to issue before it was continued under this Act, the Director may, notwithstanding subsection 24(1), permit the body corporate to continue to refer in its articles to those shares, whether issued or unissued, as shares having a nominal or par value.LimitationA corporation shall set out in its articles the maximum number of shares of a class or series referred to in subsection (11) and may not amend its articles to increase that maximum number of shares or to change the nominal or par value of those shares.R.S., 1985, c. C-44, s. 187; 2001, c. 14, ss. 91, 135(E); 2018, c. 8, s. 25
Continuance — other jurisdictionsSubject to subsection (10), a corporation may apply to the appropriate official or public body of another jurisdiction requesting that the corporation be continued as if it had been incorporated under the laws of that other jurisdiction if the corporationis authorized by the shareholders in accordance with this section to make the application; andestablishes to the satisfaction of the Director that its proposed continuance in the other jurisdiction will not adversely affect creditors or shareholders of the corporation.Continuance — other federal ActsA corporation that is authorized by the shareholders in accordance with this section may apply to the appropriate Minister for its continuance under the Bank Act, the Canada Cooperatives Act, the Cooperative Credit Associations Act, the Insurance Companies Act or the Trust and Loan Companies Act.[Repealed, 2001, c. 14, s. 92]Notice of meetingA notice of a meeting of shareholders complying with section 135 shall be sent in accordance with that section to each shareholder and shall state that a dissenting shareholder is entitled to be paid the fair value of their shares in accordance with section 190, but failure to make that statement does not invalidate a discontinuance under this Act.Right to voteEach share of the corporation carries the right to vote in respect of a continuance whether or not it otherwise carries the right to vote.Shareholder approvalAn application for continuance becomes authorized when the shareholders voting thereon have approved of the continuance by a special resolution.TerminationThe directors of a corporation may, if authorized by the shareholders at the time of approving an application for continuance under this section, abandon the application without further approval of the shareholders.DiscontinuanceOn receipt of a notice satisfactory to the Director that the corporation has been continued under the laws of another jurisdiction or under one of the Acts referred to in subsection (2.1), the Director shall file the notice and issue a certificate of discontinuance in accordance with section 262.Notice deemed to be articlesFor the purposes of section 262, a notice referred to in subsection (7) is deemed to be articles that are in the form that the Director fixes.Rights preservedThis Act ceases to apply to the corporation on the date shown in the certificate of discontinuance.ProhibitionA corporation shall not be continued as a body corporate under the laws of another jurisdiction unless those laws provide in effect thatthe property of the corporation continues to be the property of the body corporate;the body corporate continues to be liable for the obligations of the corporation;an existing cause of action, claim or liability to prosecution is unaffected;a civil, criminal or administrative action or proceeding pending by or against the corporation may be continued to be prosecuted by or against the body corporate; anda conviction against, or ruling, order or judgment in favour of or against, the corporation may be enforced by or against the body corporate.R.S., 1985, c. C-44, s. 188; 1991, c. 45, s. 555, c. 46, s. 596, c. 47, s. 723; 1994, c. 24, s. 22; 1998, c. 1, s. 381; 2001, c. 14, ss. 92, 135(E); 2007, c. 6, s. 400
Borrowing powersUnless the articles or by-laws of or a unanimous shareholder agreement relating to a corporation otherwise provide, the directors of a corporation may, without authorization of the shareholders,borrow money on the credit of the corporation;issue, reissue, sell, pledge or hypothecate debt obligations of the corporation;give a guarantee on behalf of the corporation to secure performance of an obligation of any person; andmortgage, hypothecate, pledge or otherwise create a security interest in all or any property of the corporation, owned or subsequently acquired, to secure any obligation of the corporation.Delegation of borrowing powersNotwithstanding subsection 115(3) and paragraph 121(a), unless the articles or by-laws of or a unanimous shareholder agreement relating to a corporation otherwise provide, the directors may, by resolution, delegate the powers referred to in subsection (1) to a director, a committee of directors or an officer.Extraordinary sale, lease or exchangeA sale, lease or exchange of all or substantially all the property of a corporation other than in the ordinary course of business of the corporation requires the approval of the shareholders in accordance with subsections (4) to (8).Notice of meetingA notice of a meeting of shareholders complying with section 135 shall be sent in accordance with that section to each shareholder and shallinclude or be accompanied by a copy or summary of the agreement of sale, lease or exchange; andstate that a dissenting shareholder is entitled to be paid the fair value of their shares in accordance with section 190, but failure to make that statement does not invalidate a sale, lease or exchange referred to in subsection (3).Shareholder approvalAt the meeting referred to in subsection (4), the shareholders may authorize the sale, lease or exchange and may fix or authorize the directors to fix any of the terms and conditions thereof.Right to voteEach share of the corporation carries the right to vote in respect of a sale, lease or exchange referred to in subsection (3) whether or not it otherwise carries the right to vote.Class voteThe holders of shares of a class or series of shares of the corporation are entitled to vote separately as a class or series in respect of a sale, lease or exchange referred to in subsection (3) only if such class or series is affected by the sale, lease or exchange in a manner different from the shares of another class or series.Shareholder approvalA sale, lease or exchange referred to in subsection (3) is adopted when the holders of each class or series entitled to vote thereon have approved of the sale, lease or exchange by a special resolution.TerminationThe directors of a corporation may, if authorized by the shareholders approving a proposed sale, lease or exchange, and subject to the rights of third parties, abandon the sale, lease or exchange without further approval of the shareholders.R.S., 1985, c. C-44, s. 189; 2001, c. 14, ss. 93, 135(E); 2011, c. 21, s. 59(F)
Right to dissentSubject to sections 191 and 241, a holder of shares of any class of a corporation may dissent if the corporation is subject to an order under paragraph 192(4)(d) that affects the holder or if the corporation resolves toamend its articles under section 173 or 174 to add, change or remove any provisions restricting or constraining the issue, transfer or ownership of shares of that class;amend its articles under section 173 to add, change or remove any restriction on the business or businesses that the corporation may carry on;amalgamate otherwise than under section 184;be continued under section 188;sell, lease or exchange all or substantially all its property under subsection 189(3); orcarry out a going-private transaction or a squeeze-out transaction.Further rightA holder of shares of any class or series of shares entitled to vote under section 176 may dissent if the corporation resolves to amend its articles in a manner described in that section.If one class of sharesThe right to dissent described in subsection (2) applies even if there is only one class of shares.Payment for sharesIn addition to any other right the shareholder may have, but subject to subsection (26), a shareholder who complies with this section is entitled, when the action approved by the resolution from which the shareholder dissents or an order made under subsection 192(4) becomes effective, to be paid by the corporation the fair value of the shares in respect of which the shareholder dissents, determined as of the close of business on the day before the resolution was adopted or the order was made.No partial dissentA dissenting shareholder may only claim under this section with respect to all the shares of a class held on behalf of any one beneficial owner and registered in the name of the dissenting shareholder.ObjectionA dissenting shareholder shall send to the corporation, at or before any meeting of shareholders at which a resolution referred to in subsection (1) or (2) is to be voted on, a written objection to the resolution, unless the corporation did not give notice to the shareholder of the purpose of the meeting and of their right to dissent.Notice of resolutionThe corporation shall, within ten days after the shareholders adopt the resolution, send to each shareholder who has filed the objection referred to in subsection (5) notice that the resolution has been adopted, but such notice is not required to be sent to any shareholder who voted for the resolution or who has withdrawn their objection.Demand for paymentA dissenting shareholder shall, within twenty days after receiving a notice under subsection (6) or, if the shareholder does not receive such notice, within twenty days after learning that the resolution has been adopted, send to the corporation a written notice containingthe shareholder’s name and address;the number and class of shares in respect of which the shareholder dissents; anda demand for payment of the fair value of such shares.Share certificateA dissenting shareholder shall, within thirty days after sending a notice under subsection (7), send the certificates representing the shares in respect of which the shareholder dissents to the corporation or its transfer agent.ForfeitureA dissenting shareholder who fails to comply with subsection (8) has no right to make a claim under this section.Endorsing certificateA corporation or its transfer agent shall endorse on any share certificate received under subsection (8) a notice that the holder is a dissenting shareholder under this section and shall forthwith return the share certificates to the dissenting shareholder.Suspension of rightsOn sending a notice under subsection (7), a dissenting shareholder ceases to have any rights as a shareholder other than to be paid the fair value of their shares as determined under this section except wherethe shareholder withdraws that notice before the corporation makes an offer under subsection (12),the corporation fails to make an offer in accordance with subsection (12) and the shareholder withdraws the notice, orthe directors revoke a resolution to amend the articles under subsection 173(2) or 174(5), terminate an amalgamation agreement under subsection 183(6) or an application for continuance under subsection 188(6), or abandon a sale, lease or exchange under subsection 189(9),in which case the shareholder’s rights are reinstated as of the date the notice was sent.Offer to payA corporation shall, not later than seven days after the later of the day on which the action approved by the resolution is effective or the day the corporation received the notice referred to in subsection (7), send to each dissenting shareholder who has sent such noticea written offer to pay for their shares in an amount considered by the directors of the corporation to be the fair value, accompanied by a statement showing how the fair value was determined; orif subsection (26) applies, a notification that it is unable lawfully to pay dissenting shareholders for their shares.Same termsEvery offer made under subsection (12) for shares of the same class or series shall be on the same terms.PaymentSubject to subsection (26), a corporation shall pay for the shares of a dissenting shareholder within ten days after an offer made under subsection (12) has been accepted, but any such offer lapses if the corporation does not receive an acceptance thereof within thirty days after the offer has been made.Corporation may apply to courtWhere a corporation fails to make an offer under subsection (12), or if a dissenting shareholder fails to accept an offer, the corporation may, within fifty days after the action approved by the resolution is effective or within such further period as a court may allow, apply to a court to fix a fair value for the shares of any dissenting shareholder.Shareholder application to courtIf a corporation fails to apply to a court under subsection (15), a dissenting shareholder may apply to a court for the same purpose within a further period of twenty days or within such further period as a court may allow.VenueAn application under subsection (15) or (16) shall be made to a court having jurisdiction in the place where the corporation has its registered office or in the province where the dissenting shareholder resides if the corporation carries on business in that province.No security for costsA dissenting shareholder is not required to give security for costs in an application made under subsection (15) or (16).PartiesOn an application to a court under subsection (15) or (16),all dissenting shareholders whose shares have not been purchased by the corporation shall be joined as parties and are bound by the decision of the court; andthe corporation shall notify each affected dissenting shareholder of the date, place and consequences of the application and of their right to appear and be heard in person or by counsel.Powers of courtOn an application to a court under subsection (15) or (16), the court may determine whether any other person is a dissenting shareholder who should be joined as a party, and the court shall then fix a fair value for the shares of all dissenting shareholders.AppraisersA court may in its discretion appoint one or more appraisers to assist the court to fix a fair value for the shares of the dissenting shareholders.Final orderThe final order of a court shall be rendered against the corporation in favour of each dissenting shareholder and for the amount of the shares as fixed by the court.InterestA court may in its discretion allow a reasonable rate of interest on the amount payable to each dissenting shareholder from the date the action approved by the resolution is effective until the date of payment.Notice that subsection (26) appliesIf subsection (26) applies, the corporation shall, within ten days after the pronouncement of an order under subsection (22), notify each dissenting shareholder that it is unable lawfully to pay dissenting shareholders for their shares.Effect where subsection (26) appliesIf subsection (26) applies, a dissenting shareholder, by written notice delivered to the corporation within thirty days after receiving a notice under subsection (24), maywithdraw their notice of dissent, in which case the corporation is deemed to consent to the withdrawal and the shareholder is reinstated to their full rights as a shareholder; orretain a status as a claimant against the corporation, to be paid as soon as the corporation is lawfully able to do so or, in a liquidation, to be ranked subordinate to the rights of creditors of the corporation but in priority to its shareholders.LimitationA corporation shall not make a payment to a dissenting shareholder under this section if there are reasonable grounds for believing thatthe corporation is or would after the payment be unable to pay its liabilities as they become due; orthe realizable value of the corporation’s assets would thereby be less than the aggregate of its liabilities.R.S., 1985, c. C-44, s. 190; 1994, c. 24, s. 23; 2001, c. 14, ss. 94, 134(F), 135(E); 2011, c. 21, s. 60(F)
Definition of reorganizationIn this section, reorganization means a court order made undersection 241;the Bankruptcy and Insolvency Act approving a proposal; orany other Act of Parliament that affects the rights among the corporation, its shareholders and creditors.Powers of courtIf 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.Further powersIf a court makes an order referred to in subsection (1), the court may alsoauthorize 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; andappoint directors in place of or in addition to all or any of the directors then in office.Articles of reorganizationAfter 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.Certificate of reorganizationOn receipt of articles of reorganization, the Director shall issue a certificate of amendment in accordance with section 262.Effect of certificateA reorganization becomes effective on the date shown in the certificate of amendment and the articles of incorporation are amended accordingly.No dissentA shareholder is not entitled to dissent under section 190 if an amendment to the articles of incorporation is effected under this section.R.S., 1985, c. C-44, s. 191; 1992, c. 27, s. 90; 2001, c. 14, s. 95
Definition of arrangementIn this section, arrangement includesan amendment to the articles of a corporation;an amalgamation of two or more corporations;an amalgamation of a body corporate with a corporation that results in an amalgamated corporation subject to this Act;a division of the business carried on by a corporation;a transfer of all or substantially all the property of a corporation to another body corporate in exchange for property, money or securities of the body corporate;an exchange of securities of a corporation for property, money or other securities of the corporation or property, money or securities of another body corporate;a going-private transaction or a squeeze-out transaction in relation to a corporation;a liquidation and dissolution of a corporation; andany combination of the foregoing.Where corporation insolventFor the purposes of this section, a corporation is insolventwhere it is unable to pay its liabilities as they become due; orwhere the realizable value of the assets of the corporation are less than the aggregate of its liabilities and stated capital of all classes.Application to court for approval of arrangementWhere it is not practicable for a corporation that is not insolvent to effect a fundamental change in the nature of an arrangement under any other provision of this Act, the corporation may apply to a court for an order approving an arrangement proposed by the corporation.Powers of courtIn connection with an application under this section, the court may make any interim or final order it thinks fit including, without limiting the generality of the foregoing,an order determining the notice to be given to any interested person or dispensing with notice to any person other than the Director;an order appointing counsel, at the expense of the corporation, to represent the interests of the shareholders;an order requiring a corporation to call, hold and conduct a meeting of holders of securities or options or rights to acquire securities in such manner as the court directs;an order permitting a shareholder to dissent under section 190; andan order approving an arrangement as proposed by the corporation or as amended in any manner the court may direct.Notice to DirectorAn applicant for any interim or final order under this section shall give the Director notice of the application and the Director is entitled to appear and be heard in person or by counsel.Articles of arrangementAfter an order referred to in paragraph (4)(e) has been made, articles of arrangement 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.Certificate of arrangementOn receipt of articles of arrangement, the Director shall issue a certificate of arrangement in accordance with section 262.Effect of certificateAn arrangement becomes effective on the date shown in the certificate of arrangement.R.S., 1985, c. C-44, s. 192; 1994, c. 24, s. 24; 2001, c. 14, s. 96
Going-private Transactions and Squeeze-out Transactions
Going-private transactionsA corporation may carry out a going-private transaction. However, if there are any applicable provincial securities laws, a corporation may not carry out a going-private transaction unless the corporation complies with those laws.R.S., 1985, c. C-44, s. 193; 2001, c. 14, s. 97; 2018, c. 8, s. 26(F)
Squeeze-out transactionsA corporation may not carry out a squeeze-out transaction unless, in addition to any approval by holders of shares required by or under this Act or the articles of the corporation, the transaction is approved by ordinary resolution of the holders of each class of shares that are affected by the transaction, voting separately, whether or not the shares otherwise carry the right to vote. However, the following do not have the right to vote on the resolution:affiliates of the corporation; andholders of shares that would, following the squeeze-out transaction, be entitled to consideration of greater value or to superior rights or privileges than those available to other holders of shares of the same class.R.S., 1985, c. C-44, s. 194; 2001, c. 14, s. 97
[Repealed, 2001, c. 14, s. 97]
Compulsory and Compelled Acquisitions
DefinitionsThe definitions in this subsection apply in this Part.dissenting offeree means, where a take-over bid is made for all the shares of a class of shares, a holder of a share of that class who does not accept the take-over bid and includes a subsequent holder of that share who acquires it from the first mentioned holder; (pollicité dissident)offer includes an invitation to make an offer. (pollicitation)offeree means a person to whom a take-over bid is made. (pollicité)offeree corporation means a distributing corporation whose shares are the object of a take-over bid. (société pollicitée)offeror means a person, other than an agent or mandatary, who makes a take-over bid, and includes two or more persons who, directly or indirectly,make take-over bids jointly or in concert; orintend to exercise jointly or in concert voting rights attached to shares for which a take-over bid is made. (pollicitant)share means a share, with or without voting rights, and includesa security currently convertible into such a share; andcurrently exercisable options and rights to acquire such a share or such a convertible security. (action)take-over bid means an offer made by an offeror to shareholders of a distributing corporation at approximately the same time to acquire all of the shares of a class of issued shares, and includes an offer made by a distributing corporation to repurchase all of the shares of a class of its shares. (offre d’achat visant à la mainmise)Right to acquireIf within one hundred and twenty days after the date of a take-over bid the bid is accepted by the holders of not less than ninety per cent of the shares of any class of shares to which the take-over bid relates, other than shares held at the date of the take-over bid by or on behalf of the offeror or an affiliate or associate of the offeror, the offeror is entitled, on complying with this section, to acquire the shares held by the dissenting offerees.NoticeAn offeror may acquire shares held by a dissenting offeree by sending by registered mail within sixty days after the date of termination of the take-over bid and in any event within one hundred and eighty days after the date of the take-over bid, an offeror’s notice to each dissenting offeree and to the Director stating thatthe offerees holding not less than ninety per cent of the shares to which the bid relates accepted the take-over bid;the offeror is bound to take up and pay for or has taken up and paid for the shares of the offerees who accepted the take-over bid;a dissenting offeree is required to electto transfer their shares to the offeror on the terms on which the offeror acquired the shares of the offerees who accepted the take-over bid, orto demand payment of the fair value of the shares in accordance with subsections (9) to (18) by notifying the offeror within twenty days after receiving the offeror’s notice;a dissenting offeree who does not notify the offeror in accordance with subparagraph (5)(b)(ii) is deemed to have elected to transfer the shares to the offeror on the same terms that the offeror acquired the shares from the offerees who accepted the take-over bid; anda dissenting offeree must send their shares to which the take-over bid relates to the offeree corporation within twenty days after receiving the offeror’s notice.Notice of adverse claimConcurrently with sending the offeror’s notice under subsection (3), the offeror shall send to the offeree corporation a notice of adverse claim in accordance with section 78 with respect to each share held by a dissenting offeree.Share certificateA dissenting offeree to whom an offeror’s notice is sent under subsection (3) shall, within twenty days after receiving the notice,send the share certificates of the class of shares to which the take-over bid relates to the offeree corporation; andelectto transfer the shares to the offeror on the terms on which the offeror acquired the shares of the offerees who accepted the take-over bid, orto demand payment of the fair value of the shares in accordance with subsections (9) to (18) by notifying the offeror within those twenty days.Deemed electionA dissenting offeree who does not notify the offeror in accordance with subparagraph (5)(b)(ii) is deemed to have elected to transfer the shares to the offeror on the same terms on which the offeror acquired the shares from the offerees who accepted the take-over bid.PaymentWithin twenty days after the offeror sends an offeror’s notice under subsection (3), the offeror shall pay or transfer to the offeree corporation the amount of money or other consideration that the offeror would have had to pay or transfer to a dissenting offeree if the dissenting offeree had elected to accept the take-over bid under subparagraph (5)(b)(i).ConsiderationThe offeree corporation is deemed to hold in trust for the dissenting shareholders the money or other consideration it receives under subsection (6), and the offeree corporation shall deposit the money in a separate account in a bank or other body corporate any of whose deposits are insured by the Canada Deposit Insurance Corporation or guaranteed by the Quebec Deposit Insurance Board, and shall place the other consideration in the custody of a bank or such other body corporate.When corporation is offerorA corporation that is an offeror making a take-over bid to repurchase all of the shares of a class of its shares is deemed to hold in trust for the dissenting shareholders the money and other consideration that it would have had to pay or transfer to a dissenting offeree if the dissenting offeree had elected to accept the take-over bid under subparagraph (5)(b)(i), and the corporation shall, within twenty days after a notice is sent under subsection (3), deposit the money in a separate account in a bank or other body corporate any of whose deposits are insured by the Canada Deposit Insurance Corporation or guaranteed by the Quebec Deposit Insurance Board, and shall place the other consideration in the custody of a bank or such other body corporate.Duty of offeree corporationWithin thirty days after the offeror sends a notice under subsection (3), the offeree corporation shallif the payment or transfer required by subsection (6) is made, issue to the offeror a share certificate in respect of the shares that were held by dissenting offerees;give to each dissenting offeree who elects to accept the take-over bid terms under subparagraph (5)(b)(i) and who sends share certificates as required by paragraph (5)(a) the money or other consideration to which the offeree is entitled, disregarding fractional shares, which may be paid for in money; andif the payment or transfer required by subsection (6) is made and the money or other consideration is deposited as required by subsection (7) or (7.1), send to each dissenting shareholder who has not sent share certificates as required by paragraph (5)(a) a notice stating thatthe dissenting shareholder’s shares have been cancelled,the offeree corporation or some designated person holds in trust for the dissenting shareholder the money or other consideration to which that shareholder is entitled as payment for or in exchange for the shares, andthe offeree corporation will, subject to subsections (9) to (18), send that money or other consideration to that shareholder without delay after receiving the shares.Application to courtIf a dissenting offeree has elected to demand payment of the fair value of the shares under subparagraph (5)(b)(ii), the offeror may, within twenty days after it has paid the money or transferred the other consideration under subsection (6), apply to a court to fix the fair value of the shares of that dissenting offeree.IdemIf an offeror fails to apply to a court under subsection (9), a dissenting offeree may apply to a court for the same purpose within a further period of twenty days.Status of dissenter if no court applicationWhere no application is made to a court under subsection (10) within the period set out in that subsection, a dissenting offeree is deemed to have elected to transfer their shares to the offeror on the same terms that the offeror acquired the shares from the offerees who accepted the take-over bid.VenueAn application under subsection (9) or (10) shall be made to a court having jurisdiction in the place where the corporation has its registered office or in the province where the dissenting offeree resides if the corporation carries on business in that province.No security for costsA dissenting offeree is not required to give security for costs in an application made under subsection (9) or (10).PartiesOn an application under subsection (9) or (10)all dissenting offerees referred to in subparagraph (5)(b)(ii) whose shares have not been acquired by the offeror shall be joined as parties and are bound by the decision of the court; andthe offeror shall notify each affected dissenting offeree of the date, place and consequences of the application and of their right to appear and be heard in person or by counsel.Powers of courtOn an application to a court under subsection (9) or (10), the court may determine whether any other person is a dissenting offeree who should be joined as a party, and the court shall then fix a fair value for the shares of all dissenting offerees.AppraisersA court may in its discretion appoint one or more appraisers to assist the court to fix a fair value for the shares of a dissenting offeree.Final orderThe final order of the court shall be made against the offeror in favour of each dissenting offeree and for the amount for the shares as fixed by the court.Additional powersIn connection with proceedings under this section, a court may make any order it thinks fit and, without limiting the generality of the foregoing, it mayfix the amount of money or other consideration that is required to be held in trust under subsection (7) or (7.1);order that that money or other consideration be held in trust by a person other than the offeree corporation;allow a reasonable rate of interest on the amount payable to each dissenting offeree from the date they send or deliver their share certificates under subsection (5) until the date of payment; andorder that any money payable to a shareholder who cannot be found be paid to the Receiver General and subsection 227(3) applies in respect thereof.R.S., 1985, c. C-44, s. 206; 2001, c. 14, ss. 99, 135(E); 2011, c. 21, s. 61
Obligation to acquire sharesIf a shareholder holding shares of a distributing corporation does not receive an offeror’s notice under subsection 206(3), the shareholder maywithin ninety days after the date of termination of the take-over bid, orif the shareholder did not receive an offer pursuant to the take-over bid, within ninety days after the later ofthe date of termination of the take-over bid, andthe date on which the shareholder learned of the take-over bid,require the offeror to acquire those shares.ConditionsIf a shareholder requires the offeror to acquire shares under subsection (1), the offeror shall acquire the shares on the same terms under which the offeror acquired or will acquire the shares of the offerees who accepted the take-over bid.2001, c. 14, s. 100
Liquidation and Dissolution
Definition of courtIn this Part, court means a court having jurisdiction in the place where the corporation has its registered office.1974-75-76, c. 33, s. 200; 1978-79, c. 9, s. 1(F)
Application of PartThis Part, other than sections 209 and 212, does not apply to a corporation that is an insolvent person or a bankrupt as those terms are defined in section 2 of the Bankruptcy and Insolvency Act.Staying proceedingsAny proceedings taken under this Part to dissolve or to liquidate and dissolve a corporation shall be stayed if the corporation is at any time found, in a proceeding under the Bankruptcy and Insolvency Act, to be an insolvent person as defined in section 2 of that Act.R.S., 1985, c. C-44, s. 208; 1992, c. 27, s. 90; 2001, c. 14, s. 101; 2018, c. 8, s. 27
RevivalWhen a corporation or other body corporate is dissolved under this Part, section 268 of this Act, section 261 of the Canada Business Corporations Act, chapter 33 of the Statutes of Canada, 1974-75-76, or subsection 297(6) of the Canada Not-for-profit Corporations Act, any interested person may apply to the Director to have the dissolved corporation or other body corporate revived as a corporation under this Act.Articles of revivalArticles of revival in the form that the Director fixes shall be sent to the Director.Certificate of revivalOn receipt of articles of revival, the Director shall issue a certificate of revival in accordance with section 262, ifthe dissolved corporation or other body corporate has fulfilled all conditions precedent that the Director considers reasonable; andthere is no valid reason for refusing to issue the certificate.Date of revivalThe dissolved corporation or other body corporate is revived as a corporation under this Act on the date shown on the certificate of revival.Rights and obligations preservedSubject to any reasonable terms that may be imposed by the Director, to the rights acquired by any person after its dissolution and to any changes to the internal affairs of the corporation or other body corporate after its dissolution, the revived corporation is, in the same manner and to the same extent as if it had not been dissolved,restored to its previous position in law, including the restoration of any rights and privileges whether arising before its dissolution or after its dissolution and before its revival; andliable for the obligations that it would have had if it had not been dissolved whether they arise before its dissolution or after its dissolution and before its revival.Legal actionsAny legal action respecting the affairs of a revived corporation taken between the time of its dissolution and its revival is valid and effective.Definition of interested personIn this section, interested person includesa shareholder, a director, an officer, an employee and a creditor of the dissolved corporation or other body corporate;a person who has a contract — other than, in Quebec, a contract by gratuitous title — with the dissolved corporation or other body corporate;a person who, although at the time of dissolution of the corporation or other body corporate was not a person described in paragraph (a), would be such a person if a certificate of revival is issued under this section; anda trustee in bankruptcy or liquidator for the dissolved corporation or other body corporate.R.S., 1985, c. C-44, s. 209; 2001, c. 14, s. 102; 2009, c. 23, s. 310; 2018, c. 8, s. 28
Dissolution before commencing businessA corporation that has not issued any shares may be dissolved at any time by resolution of all the directors.Dissolution if no propertyA corporation that has no property and no liabilities may be dissolved by special resolution of the shareholders or, where it has issued more than one class of shares, by special resolutions of the holders of each class whether or not they are otherwise entitled to vote.Dissolution where property disposed ofA corporation that has property or liabilities or both may be dissolved by special resolution of the shareholders or, where it has issued more than one class of shares, by special resolutions of the holders of each class whether or not they are otherwise entitled to vote, ifby the special resolution or resolutions the shareholders authorize the directors to cause the corporation to distribute any property and discharge any liabilities; andthe corporation has distributed any property and discharged any liabilities before it sends articles of dissolution to the Director pursuant to subsection (4).Articles of dissolutionArticles of dissolution in the form that the Director fixes shall be sent to the Director.Certificate of dissolutionOn receipt of articles of dissolution, the Director shall issue a certificate of dissolution in accordance with section 262.Effect of certificateThe corporation ceases to exist on the date shown in the certificate of dissolution.R.S., 1985, c. C-44, s. 210; 2001, c. 14, s. 103
Proposing liquidation and dissolutionThe directors may propose, or a shareholder who is entitled to vote at an annual meeting of shareholders may, in accordance with section 137, make a proposal for, the voluntary liquidation and dissolution of a corporation.Notice of meetingNotice of any meeting of shareholders at which voluntary liquidation and dissolution is to be proposed shall set out the terms thereof.Shareholders resolutionA corporation may liquidate and dissolve by special resolution of the shareholders or, where the corporation has issued more than one class of shares, by special resolutions of the holders of each class whether or not they are otherwise entitled to vote.Statement of intent to dissolveA statement of intent to dissolve in the form that the Director fixes shall be sent to the Director.Certificate of intent to dissolveOn receipt of a statement of intent to dissolve, the Director shall issue a certificate of intent to dissolve in accordance with section 262.Effect of certificateOn issue of a certificate of intent to dissolve, the corporation shall cease to carry on business except to the extent necessary for the liquidation, but its corporate existence continues until the Director issues a certificate of dissolution.LiquidationAfter issue of a certificate of intent to dissolve, the corporation shallimmediately cause notice thereof to be sent to each known creditor of the corporation;without delay take reasonable steps to give notice of it in each province in Canada where the corporation was carrying on business at the time it sent the statement of intent to dissolve to the Director;proceed to collect its property, to dispose of properties that are not to be distributed in kind to its shareholders, to discharge all its obligations and to do all other acts required to liquidate its business; andafter giving the notice required under paragraphs (a) and (b) and adequately providing for the payment or discharge of all its obligations, distribute its remaining property, either in money or in kind, among its shareholders according to their respective rights.Supervision by courtThe Director or any interested person may, at any time during the liquidation of a corporation, apply to a court for an order that the liquidation be continued under the supervision of the court as provided in this Part, and on such application the court may so order and make any further order it thinks fit.Notice to DirectorAn applicant under this section shall give the Director notice of the application, and the Director is entitled to appear and be heard in person or by counsel.RevocationAt any time after issue of a certificate of intent to dissolve and before issue of a certificate of dissolution, a certificate of intent to dissolve may be revoked by sending to the Director a statement of revocation of intent to dissolve in the form that the Director fixes, if such revocation is approved in the same manner as the resolution under subsection (3).Certificate of revocation of intent to dissolveOn receipt of a statement of revocation of intent to dissolve, the Director shall issue a certificate of revocation of intent to dissolve in accordance with section 262.Effect of certificateOn the date shown in the certificate of revocation of intent to dissolve, the revocation is effective and the corporation may continue to carry on its business or businesses.Right to dissolveIf a certificate of intent to dissolve has not been revoked and the corporation has complied with subsection (7), the corporation shall prepare articles of dissolution.Articles of dissolutionArticles of dissolution in the form that the Director fixes shall be sent to the Director.Certificate of dissolutionOn receipt of articles of dissolution, the Director shall issue a certificate of dissolution in accordance with section 262.Effect of certificateThe corporation ceases to exist on the date shown in the certificate of dissolution.R.S., 1985, c. C-44, s. 211; 2001, c. 14, s. 104
Dissolution by DirectorSubject to subsections (2) and (3), the Director maydissolve a corporation by issuing a certificate of dissolution under this section if the corporationhas not commenced business within three years after the date shown in its certificate of incorporation,has not carried on its business for three consecutive years,is in default for a period of one year in sending to the Director any fee or any notice, document or other information required by this Act, ordoes not have any directors or is in the situation described in subsection 109(4); orapply to a court for an order dissolving the corporation, in which case section 217 applies.PublicationThe Director shall not dissolve a corporation under this section until the Director hasgiven one hundred and twenty days notice of the decision to dissolve the corporation to the corporation and to each director thereof; andpublished notice of that decision in a publication generally available to the public.Certificate of dissolutionUnless cause to the contrary has been shown or an order has been made by a court under section 246, the Director may, after the expiration of the period referred to in subsection (2), issue a certificate of dissolution in the form that the Director fixes.Payment of incorporation fee or sending of informationDespite anything in this section, the Director may dissolve a corporation by issuing a certificate of dissolution if the required fee for the issuance of a certificate of incorporation has not been paid or if the corporation has not complied with subsection 21.21(2).Effect of certificateThe corporation ceases to exist on the date shown in the certificate of dissolution.R.S., 1985, c. C-44, s. 212; 1994, c. 24, s. 25; 2001, c. 14, ss. 105, 135(E); 2018, c. 8, s. 29(F)2023, c. 29, s. 6
Grounds for dissolutionThe Director or any interested person may apply to a court for an order dissolving a corporation if the corporation hasfailed for two or more consecutive years to comply with the requirements of this Act with respect to the holding of annual meetings of shareholders;contravened subsection 16(2) or section 21, 157 or 159; orprocured any certificate under this Act by misrepresentation.Notice to DirectorAn applicant under this section shall give the Director notice of the application, and the Director is entitled to appear and be heard in person or by counsel.Dissolution orderOn an application under this section or section 212, the court may order that the corporation be dissolved or that the corporation be liquidated and dissolved under the supervision of the court, and the court may make any other order it thinks fit.CertificateOn receipt of an order under this section, section 212 or 214, the Director shallif the order is to dissolve the corporation, issue a certificate of dissolution in the form that the Director fixes; orif the order is to liquidate and dissolve the corporation under the supervision of the court, issue a certificate of intent to dissolve in the form that the Director fixes and publish notice of the order in a publication generally available to the public.Effect of certificateThe corporation ceases to exist on the date shown in the certificate of dissolution.R.S., 1985, c. C-44, s. 213; 2001, c. 14, s. 106; 2018, c. 8, s. 30(F)
Further groundsA court may order the liquidation and dissolution of a corporation or any of its affiliated corporations on the application of a shareholder,if the court is satisfied that in respect of a corporation or any of its affiliatesany act or omission of the corporation or any of its affiliates effects a result,the business or affairs of the corporation or any of its affiliates are or have been carried on or conducted in a manner, orthe powers of the directors of the corporation or any of its affiliates are or have been exercised in a mannerthat is oppressive or unfairly prejudicial to or that unfairly disregards the interests of any security holder, creditor, director or officer; orif the court is satisfied thata unanimous shareholder agreement entitles a complaining shareholder to demand dissolution of the corporation after the occurrence of a specified event and that event has occurred, orit is just and equitable that the corporation should be liquidated and dissolved.Alternative orderOn an application under this section, a court may make such order under this section or section 241 as it thinks fit.Application of s. 242Section 242 applies to an application under this section.R.S., 1985, c. C-44, s. 214; 2001, c. 14, s. 107(F)
Application for supervisionAn application to a court to supervise a voluntary liquidation and dissolution under subsection 211(8) shall state the reasons, verified by an affidavit of the applicant, why the court should supervise the liquidation and dissolution.Court supervisionIf a court makes an order applied for under subsection 211(8), the liquidation and dissolution of the corporation shall continue under the supervision of the court in accordance with this Act.1974-75-76, c. 33, s. 208; 1978-79, c. 9, s. 1(F)
Application to courtAn application to a court under subsection 214(1) shall state the reasons, verified by an affidavit of the applicant, why the corporation should be liquidated and dissolved.Show cause orderOn an application under subsection 214(1), the court may make an order requiring the corporation and any person having an interest in the corporation or claim against it to show cause, at a time and place specified in the order, within four weeks after the date of the order, why the corporation should not be liquidated and dissolved.Powers of courtOn an application under subsection 214(1), the court may order the directors and officers of the corporation to furnish the court with all material information known to or reasonably ascertainable by them, includingfinancial statements of the corporation;the name and address of each shareholder of the corporation; andthe name and address of each known creditor or claimant, including any creditor or claimant with unliquidated, future or contingent claims, and any person with whom the corporation has a contract.PublicationA copy of an order made under subsection (2) shall bepublished as directed in the order, at least once in each week before the time appointed for the hearing, in a newspaper published or distributed in the place where the corporation has its registered office; andserved on the Director and each person named in the order.Person responsiblePublication and service of an order under this section shall be effected by the corporation or by such other person and in such manner as the court may order.R.S., 1985, c. C-44, s. 216; 1999, c. 31, s. 64(E)
Powers of courtIn connection with the dissolution or the liquidation and dissolution of a corporation, the court may, if it is satisfied that the corporation is able to pay or adequately provide for the discharge of all its obligations, make any order it thinks fit including, without limiting the generality of the foregoing,an order to liquidate;an order appointing a liquidator, with or without security, fixing the liquidator’s remuneration and replacing a liquidator;an order appointing inspectors or referees, specifying their powers, fixing their remuneration and replacing inspectors or referees;an order determining the notice to be given to any interested person, or dispensing with notice to any person;an order determining the validity of any claims made against the corporation;an order, at any stage of the proceedings, restraining the directors and officers fromexercising any of their powers, orcollecting or receiving any debt or other property of the corporation, and from paying out or transferring any property of the corporation, except as permitted by the court;an order determining and enforcing the duty or liability of any present or former director, officer or shareholderto the corporation, orfor an obligation of the corporation;an order approving the payment, satisfaction or compromise of claims against the corporation and the retention of assets for such purpose, and determining the adequacy of provisions for the payment or discharge of obligations of the corporation, whether liquidated, unliquidated, future or contingent;an order disposing of or destroying the documents and records of the corporation;on the application of a creditor, the inspectors or the liquidator, an order giving directions on any matter arising in the liquidation;after notice has been given to all interested parties, an order relieving a liquidator from any omission or default on such terms as the court thinks fit and confirming any act of the liquidator;subject to section 223, an order approving any proposed interim or final distribution to shareholders in money or in property;an order disposing of any property belonging to creditors or shareholders who cannot be found;on the application of any director, officer, security holder, creditor or the liquidator,an order staying the liquidation on such terms and conditions as the court thinks fit,an order continuing or discontinuing the liquidation proceedings, oran order to the liquidator to restore to the corporation all its remaining property; andafter the liquidator has rendered a final account to the court, an order dissolving the corporation.R.S., 1985, c. C-44, s. 217; 2001, c. 14, ss. 108, 135(E); 2011, c. 21, s. 62(F)
Effect of orderThe liquidation of a corporation commences when a court makes an order therefor.1974-75-76, c. 33, s. 211; 1978-79, c. 9, s. 1(F)
Cessation of business and powersIf a court makes an order for liquidation of a corporation,the corporation continues in existence but shall cease to carry on business, except the business that is, in the opinion of the liquidator, required for an orderly liquidation; andthe powers of the directors and shareholders cease and vest in the liquidator, except as specifically authorized by the court.Delegation by liquidatorThe liquidator may delegate any powers vested in the liquidator by paragraph (1)(b) to the directors or shareholders.R.S., 1985, c. C-44, s. 219; 2001, c. 14, s. 135(E)
Appointment of liquidatorWhen making an order for the liquidation of a corporation or at any time thereafter, the court may appoint any person, including a director, an officer or a shareholder of the corporation or any other body corporate, as liquidator of the corporation.VacancyWhere an order for the liquidation of a corporation has been made and the office of liquidator is or becomes vacant, the property of the corporation is under the control of the court until the office of liquidator is filled.1974-75-76, c. 33, s. 213; 1978-79, c. 9, ss. 1(F), 67
Duties of liquidatorA liquidator shallforthwith after appointment give notice thereof to the Director and to each claimant and creditor known to the liquidator;without delay publish notice by insertion once a week for two consecutive weeks in a newspaper published or distributed in the place where the corporation has its registered office and take reasonable steps to give notice of the appointment in each province where the corporation carries on business, requiring any personindebted to the corporation, to render an account and pay to the liquidator at the time and place specified any amount owing,possessing property of the corporation, to deliver it to the liquidator at the time and place specified, andhaving a claim against the corporation, whether liquidated, unliquidated, future or contingent, to present particulars thereof in writing to the liquidator not later than two months after the first publication of the notice;take into custody and control the property of the corporation;open and maintain a trust account for the moneys of the corporation;keep accounts of the moneys of the corporation received and paid out by the liquidator;maintain separate lists of the shareholders, creditors and other persons having claims against the corporation;if at any time the liquidator determines that the corporation is unable to pay or adequately provide for the discharge of its obligations, apply to the court for directions;deliver to the court and to the Director, at least once in every twelve month period after appointment or more often as the court may require, financial statements of the corporation in the form required by section 155 or in such other form as the liquidator may think proper or as the court may require; andafter the final accounts are approved by the court, distribute any remaining property of the corporation among the shareholders according to their respective rights.R.S., 1985, c. C-44, s. 221; 2001, c. 14, ss. 109, 135(E); 2018, c. 8, s. 31(E)
Powers of liquidatorA liquidator mayretain lawyers, accountants, engineers, appraisers and other professional advisers;bring, defend or take part in any civil, criminal or administrative action or proceeding in the name and on behalf of the corporation;carry on the business of the corporation as required for an orderly liquidation;sell by public auction or private sale any property of the corporation;do all acts and execute or, in Quebec, sign any documents in the name and on behalf of the corporation;borrow money on the security of the property of the corporation;settle or compromise any claims by or against the corporation; anddo all other things necessary for the liquidation of the corporation and distribution of its property.Due diligenceA liquidator is not liable if the liquidator exercised the care, diligence and skill that a reasonably prudent person would have exercised in comparable circumstances, including reliance in good faith onfinancial statements of the corporation represented to the liquidator by an officer of the corporation or in a written report of the auditor of the corporation fairly to reflect the financial condition of the corporation; ora report of a person whose profession lends credibility to a statement made by the professional person.Application for examinationIf a liquidator has reason to believe that any person has in their possession or under their control, or has concealed, withheld or misappropriated any property of the corporation, the liquidator may apply to the court for an order requiring that person to appear before the court at the time and place designated in the order and to be examined.Power of courtIf the examination referred to in subsection (3) discloses that a person has concealed, withheld or misappropriated property of the corporation, the court may order that person to restore it or pay compensation to the liquidator.R.S., 1985, c. C-44, s. 222; 2001, c. 14, ss. 110, 135(E); 2011, c. 21, s. 63(E)
Costs of liquidationA liquidator shall pay the costs of liquidation out of the property of the corporation and shall pay or make adequate provision for all claims against the corporation.Final accountsWithin one year after appointment, and after paying or making adequate provision for all claims against the corporation, the liquidator shall apply to the courtfor approval of the final accounts and for an order permitting the liquidator to distribute in money or in kind the remaining property of the corporation to its shareholders according to their respective rights; orfor an extension of time, setting out the reasons therefor.Shareholder applicationIf a liquidator fails to make the application required by subsection (2), a shareholder of the corporation may apply to the court for an order for the liquidator to show cause why a final accounting and distribution should not be made.PublicationA liquidator shall give notice of their intention to make an application under subsection (2) to the Director, to each inspector appointed under section 217, to each shareholder and to any person who provided a security, fidelity bond or fidelity insurance for the liquidation, and shall publish the notice in a newspaper published or distributed in the place where the corporation has its registered office, or as otherwise directed by the court.Final orderIf the court approves the final accounts rendered by a liquidator, the court shall make an orderdirecting the Director to issue a certificate of dissolution;directing the custody or disposal of the documents and records of the corporation; andsubject to subsection (6), discharging the liquidator.Delivery of orderThe liquidator shall forthwith send a certified copy of the order referred to in subsection (5) to the Director.Certificate of dissolutionOn receipt of the order referred to in subsection (5), the Director shall issue a certificate of dissolution in accordance with section 262.Effect of certificateThe corporation ceases to exist on the date shown in the certificate of dissolution.R.S., 1985, c. C-44, s. 223; 2001, c. 14, ss. 111(E), 135(E); 2011, c. 21, s. 64
Right to distribution in moneyIf in the course of liquidation of a corporation the shareholders resolve or the liquidator proposes toexchange all or substantially all the property of the corporation for securities of another body corporate that are to be distributed to the shareholders, ordistribute all or part of the property of the corporation to the shareholders in kind,a shareholder may apply to the court for an order requiring the distribution of the property of the corporation to be in money.Powers of courtOn an application under subsection (1), the court may orderall the property of the corporation to be converted into and distributed in money; orthe claims of any shareholder applying under this section to be satisfied by a distribution in money, in which case subsections 190(20) to (22) apply.1974-75-76, c. 33, s. 217; 1978-79, c. 9, s. 1(F)
Custody of documentsA person who has been granted custody of the documents and records of a dissolved corporation remains liable to produce those documents and records until the end of the prescribed period or of any shorter period fixed by an order made under subsection 223(5).OffenceA person who, without reasonable cause, contravenes subsection (1) is guilty of an offence and liable on summary conviction to a fine not exceeding five thousand dollars or to imprisonment for a term not exceeding six months or to both.R.S., 1985, c. C-44, s. 2252018, c. 8, s. 32
Definition of shareholderIn this section, shareholder includes the heirs and personal representatives of a shareholder.Continuation of actionsNotwithstanding the dissolution of a body corporate under this Act,a civil, criminal or administrative action or proceeding commenced by or against the body corporate before its dissolution may be continued as if the body corporate had not been dissolved;a civil, criminal or administrative action or proceeding may be brought against the body corporate within two years after its dissolution as if the body corporate had not been dissolved; andany property that would have been available to satisfy any judgment or order if the body corporate had not been dissolved remains available for such purpose.ServiceService of a document on a corporation after its dissolution may be effected by serving the document on a person shown in the last notice filed under section 106 or 113.IdemService of a document on a company to which the Canada Corporations Act, chapter C-32 of the Revised Statutes of Canada, 1970, applied that has been dissolved by subsection 261(8) of the Canada Business Corporations Act, chapter 33 of the Statutes of Canada, 1974-75-76 and chapter 9 of the Statutes of Canada, 1978-79, may be effected by serving the document on a person shown as a director in the last annual summary filed by the company pursuant to the Canada Corporations Act.ReimbursementNotwithstanding the dissolution of a body corporate under this Act, a shareholder to whom any of its property has been distributed is liable to any person claiming under subsection (2) to the extent of the amount received by that shareholder on such distribution, and an action to enforce such liability may be brought within two years after the date of the dissolution of the body corporate.Representative actionA court may order an action referred to in subsection (4) to be brought against the persons who were shareholders as a class, subject to such conditions as the court thinks fit and, if the plaintiff establishes a claim, the court may refer the proceedings to a referee or other officer of the court who mayadd as a party to the proceedings each person who was a shareholder found by the plaintiff;determine, subject to subsection (4), the amount that each person who was a shareholder shall contribute towards satisfaction of the plaintiff’s claim; anddirect payment of the amounts so determined.R.S., 1985, c. C-44, s. 226; 1992, c. 1, s. 57; 2001, c. 14, ss. 112, 135(E); 2011, c. 21, s. 65(F)
Unknown claimantsOn the dissolution of a body corporate under this Act, the portion of the property distributable to a creditor or shareholder who cannot be found shall be converted into money and paid to the Receiver General.Constructive satisfactionA payment under subsection (1) is deemed to be in satisfaction of a debt or claim of such creditor or shareholder.RecoveryA person who establishes an entitlement to any moneys paid to the Receiver General under this Act shall be paid by the Receiver General an equivalent amount out of the Consolidated Revenue Fund.R.S., 1985, c. C-44, s. 227; 2001, c. 14, s. 135(E)
Vesting in CrownSubject to subsection 226(2) and section 227, property of a body corporate that has not been disposed of at the date of its dissolution under this Act vests in Her Majesty in right of Canada.Return of property on revivalIf a body corporate is revived as a corporation under section 209, any property, other than money, that vested in Her Majesty pursuant to subsection (1), that has not been disposed of shall be returned to the corporation and there shall be paid to the corporation out of the Consolidated Revenue Fundan amount equal to any money received by Her Majesty pursuant to subsection (1); andwhere property other than money vested in Her Majesty pursuant to subsection (1) and that property has been disposed of, an amount equal to the lesser ofthe value of any such property at the date it vested in Her Majesty, andthe amount realized by Her Majesty from the disposition of that property.1974-75-76, c. 33, s. 221; 1978-79, c. 9, ss. 1(F), 70
Investigation
InvestigationA security holder or the Director may apply, ex parte or on such notice as the court may require, to a court having jurisdiction in the place where the corporation has its registered office for an order directing an investigation to be made of the corporation and any of its affiliated corporations.GroundsIf, on an application under subsection (1), it appears to the court thatthe business of the corporation or any of its affiliates is or has been carried on with intent to defraud any person,the business or affairs of the corporation or any of its affiliates are or have been carried on or conducted, or the powers of the directors are or have been exercised in a manner that is oppressive or unfairly prejudicial to or that unfairly disregards the interests of a security holder,the corporation or any of its affiliates was formed for a fraudulent or unlawful purpose or is to be dissolved for a fraudulent or unlawful purpose, orpersons concerned with the formation, business or affairs of the corporation or any of its affiliates have in connection therewith acted fraudulently or dishonestly,the court may order an investigation to be made of the corporation and any of its affiliated corporations.Notice to DirectorA security holder who makes an application under subsection (1) shall give the Director reasonable notice thereof and the Director is entitled to appear and be heard in person or by counsel.No security for costsAn applicant under this section is not required to give security for costs.Hearings in cameraAn ex parte application under this section shall be heard in camera.Consent to publish proceedings requiredNo person may publish anything relating to ex parte proceedings under this section except with the authorization of the court or the written consent of the corporation being investigated.R.S., 1985, c. C-44, s. 229; 2001, c. 14, ss. 113(F), 135(E)
Powers of courtIn connection with an investigation under this Part, the court may make any order it thinks fit including, without limiting the generality of the foregoing,an order to investigate;an order appointing an inspector, who may be the Director, fixing the remuneration of an inspector, and replacing an inspector;an order determining the notice to be given to any interested person, or dispensing with notice to any person;an order authorizing an inspector to enter any premises in which the court is satisfied there might be relevant information, and to examine any thing and make copies of any document or record found on the premises;an order requiring any person to produce documents or records to the inspector;an order authorizing an inspector to conduct a hearing, administer oaths, and examine any person on oath, and prescribing rules for the conduct of the hearing;an order requiring any person to attend a hearing conducted by an inspector and to give evidence on oath;an order giving directions to an inspector or any interested person on any matter arising in the investigation;an order requiring an inspector to make an interim or final report to the court;an order determining whether a report of an inspector should be published and, if so, ordering the Director to publish the report in whole or in part or to send copies to any person the court designates;an order requiring an inspector to discontinue an investigation; andan order requiring the corporation to pay the costs of the investigation.Copy of reportAn inspector shall send to the Director a copy of every report made by the inspector under this Part.1974-75-76, c. 33, s. 223; 1978-79, c. 9, ss. 1(F), 72
Power of inspectorAn inspector under this Part has the powers set out in the order appointing him.Exchange of informationIn addition to the powers set out in the order appointing him, an inspector appointed to investigate a corporation may furnish to, or exchange information and otherwise cooperate with, any public official in Canada or elsewhere who is authorized to exercise investigatory powers and who is investigating, in respect of the corporation, any allegation of improper conduct that is the same as or similar to the conduct described in subsection 229(2).Court orderAn inspector shall on request produce to an interested person a copy of any order made under subsection 230(1).1974-75-76, c. 33, s. 224; 1978-79, c. 9, ss. 1(F), 73
Hearing in cameraAny interested person may apply to the court for an order that a hearing conducted by an inspector under this Part be heard in camera and for directions on any matter arising in the investigation.Right to counselA person whose conduct is being investigated or who is being examined at a hearing conducted by an inspector under this Part has a right to be represented by counsel.1974-75-76, c. 33, s. 225; 1978-79, c. 9, s. 1(F)
Criminating statementsNo person is excused from attending and giving evidence and producing documents and records to an inspector under this Part by reason only that the evidence tends to criminate that person or subject that person to any proceeding or penalty, but no such evidence shall be used or is receivable against that person in any proceeding thereafter instituted against that person under an Act of Parliament, other than a prosecution under section 132 of the Criminal Code for perjury in giving the evidence or a prosecution under section 136 of the Criminal Code in respect of the evidence.R.S., 1985, c. C-44, s. 233; R.S., 1985, c. 27 (1st Supp.), s. 187
Absolute privilege (defamation)Any oral or written statement or report made by an inspector or any other person in an investigation under this Part has absolute privilege.1974-75-76, c. 33, s. 227; 1978-79, c. 9, s. 1(F)
Information respecting ownership and controlIf the Director is satisfied that, for the purposes of Part XI, XIII or XVII, or for the purposes of enforcing any regulation made under section 174, there is reason to inquire into the ownership or control of a security of a corporation or any of its affiliates, the Director may require any person that the Director reasonably believes has or has had an interest or right in the security or acts or has acted on behalf of a person with such an interest or right to report to him or her or to any person the Director designatesinformation that the person has or can reasonably be expected to obtain as to present and past interests or rights in the security; andthe names and addresses of the persons with such an interest or right and of any person who acts or has acted in relation to the security on their behalf.PresumptionFor the purposes of subsection (1), a person is deemed to have an interest or right in a security ifthe person has a right to vote or to acquire or dispose of the security or any interest or right in it;the person’s consent is necessary for the exercise of the rights or privileges of any other person with an interest or right in the security; orany other person with an interest or right in the security can be required or is accustomed to exercise rights or privileges attached to the security in accordance with the person’s instructions.PublicationThe Director shall publish in a publication generally available to the public the particulars of information obtained by the Director under this section, if the particularsare required to be disclosed by this Act or the regulations; andhave not previously been so disclosed.OffenceA person who fails to comply with this section is guilty of an offence and liable on summary conviction to a fine not exceeding five thousand dollars or to imprisonment for a term not exceeding six months or to both.Officers, etc., of bodies corporateWhere a body corporate commits an offence under subsection (4), any director or officer of the body corporate who knowingly authorized, permitted or acquiesced in the commission of the offence is a party to and guilty of the offence and is liable on summary conviction to a fine not exceeding five thousand dollars or to imprisonment for a term not exceeding six months or to both, whether or not the body corporate has been prosecuted or convicted.R.S., 1985, c. C-44, s. 235; 2001, c. 14, ss. 114, 135(E); 2011, c. 21, s. 66; 2018, c. 8, s. 33(F)
Solicitor-client privilege or professional secrecyNothing in this Part shall be construed as affecting solicitor-client privilege or, in Quebec, the professional secrecy of advocates and notaries.R.S., 1985, c. C-44, s. 236; 2001, c. 14, s. 135(E); 2011, c. 21, s. 67
InquiriesThe Director may make inquiries of any person relating to compliance with this Act and may, as part of any inquiry, require the person to provide any records or other documents or information.ResponseA person shall respond to any inquiry made under subsection (1).R.S., 1985, c. C-44, s. 2372023, c. 29, s. 7
Apportioning Award of DamagesInterpretation and Application
DefinitionsThe definitions in this section apply in this Part.financial interest, with respect to a corporation, includesa security;a title to or an interest in capital, assets, property, profits, earnings or royalties;an option or other interest in, or a subscription to, a security;an agreement under which the interest of the purchaser is valued for purposes of conversion or surrender by reference to the value of a proportionate interest in a specified portfolio of assets;an agreement providing that money received will be repaid or treated as a subscription for shares, units or interests at the option of any person or the corporation;a profit-sharing agreement or certificate;a lease, claim or royalty in oil, natural gas or mining, or an interest in the lease, claim or royalty;an income or annuity contract that is not issued by an insurance company governed by an Act of Parliament or a law of a province;an investment contract; andanything that is prescribed to be a financial interest. (intérêt financier)financial loss means a financial loss arising out of an error, omission or misstatement in financial information concerning a corporation that is required under this Act or the regulations. (perte financière)third party includes any subsequent party that is joined in proceedings before a court. (Version anglaise seulement)2001, c. 14, s. 115
Application of PartThis Part applies to the apportionment of damages awarded to a plaintiff for financial loss after a court has found more than one defendant or third party responsible for the financial loss.Non-application of PartThis Part does not apply to an award of damages to any of the following plaintiffs:Her Majesty in right of Canada or of a province;an agent of Her Majesty in right of Canada or of a province or a federal or provincial Crown corporation or government agency, unless a substantial part of its activities involves trading, including making investments in, securities or other financial instruments;a charitable organization, private foundation or public foundation within the meaning of subsection 149.1(1) of the Income Tax Act; oran unsecured creditor in respect of goods or services that the creditor provided to a corporation.2001, c. 14, s. 115
Apportionment of Damages
Degree of responsibilitySubject to this section and sections 237.4 to 237.6, every defendant or third party who has been found responsible for a financial loss is liable to the plaintiff only for the portion of the damages that corresponds to their degree of responsibility for the loss.Uncollectable amountsIf any part of the damages awarded against a responsible defendant or third party is uncollectable, the court may, on the application of the plaintiff, reallocate that amount to the other responsible defendants or third parties, if the application is made within one year after the date that the judgment was made enforceable.ReallocationThe amount that may be reallocated to each of the other responsible defendants or third parties under subsection (2) is calculated by multiplying the uncollectable amount by the percentage that corresponds to the degree of responsibility of that defendant or third party for the total financial loss.Maximum amountThe maximum amount determined under subsection (3), in respect of any responsible defendant or third party, may not be more than fifty per cent of the amount originally awarded against that responsible defendant or third party.2001, c. 14, s. 115
Exception — fraudThe plaintiff may recover the whole amount of the damages awarded by the court from any defendant or third party who has been held responsible for a financial loss if it was established that the defendant or third party acted fraudulently or dishonestly.ContributionThe defendant or third party referred to in subsection (1) is entitled to claim contribution from any other defendant or third party who is held responsible for the loss.2001, c. 14, s. 115
Joint and Several, or Solidary, Liability
Individual or personal body corporateDefendants and third parties referred to in subsection 237.2(1) are jointly and severally, or solidarily, liable for the damages awarded to a plaintiff who is an individual or a personal body corporate and whohad a financial interest in a corporation on the day that an error, omission or misstatement in financial information concerning the corporation occurred, or acquired a financial interest in the period between the day that the error, omission or misstatement occurred and the day, as determined by the court, that it was generally disclosed; andhas established that the value of the plaintiff’s total financial interest in the corporation was not more than the prescribed amount at the close of business on the day that the error, omission or misstatement occurred or at the close of business on any day that the plaintiff acquired a financial interest in the period referred to in paragraph (a).ExceptionSubsection (1) does not apply when the plaintiff brings the action as a member of a partnership or other association or as a trustee in bankruptcy, liquidator, receiver or sequestrator of a body corporate.InterpretationFor the purposes of this section,a personal body corporate is a body corporate that is not actively engaged in any financial, commercial or industrial business and that is controlled by an individual, or by a group of individuals who are connected by marriage, common-law partnership or any legal parent-child relationship or are connected indirectly by a combination of those relationships, whether or not the individuals through whom they are connected are members of the group; anda common-law partnership is a relationship between two persons who are cohabiting with each other in a conjugal relationship and have done so for a period of at least one year.2001, c. 14, s. 115; 2005, c. 33, s. 5; 2011, c. 21, s. 68(E)
Equitable groundsIf the value of the plaintiff’s total financial interest referred to in subsection 237.5(1) is greater than the prescribed amount, a court may nevertheless determine that the defendants and third parties are jointly and severally, or solidarily, liable if the court considers that it is just and reasonable to do so.FactorsThe Governor in Council may establish factors that the court shall take into account in deciding whether to hold the defendants and third parties jointly and severally, or solidarily, liable.Statutory Instruments ActThe Statutory Instruments Act does not apply to the factors referred to in subsection (2), but the factors shall be published in Part I of the Canada Gazette.2001, c. 14, s. 115
Value of securityWhen, in order to establish the value of the total financial interest referred to in subsection 237.5(1), it is necessary to determine the value of a security that is traded on an organized market, the value of the security is, on the day specified in subsection (3),the closing price of that class of security;if no closing price is given, the average of the highest and lowest prices of that class of security; orif the security was not traded, the average of the bid and ask prices of that class of security.Court may adjust valueThe court may adjust the value of a security that has been determined under subsection (1) when the court considers it reasonable to do so.Valuation dayThe value of the security is to be determined as of the day that the error, omission or misstatement occurred. If the security was acquired in the period between that day and the day, as determined by the court, that the error, omission or misstatement was generally disclosed, the value is to be determined as of the day that it was acquired.Definition of organized marketIn this section, organized market means a recognized exchange for a class of securities or a market that regularly publishes the price of that class of securities in a publication that is generally available to the public.2001, c. 14, s. 115; 2018, c. 8, s. 34(F)
Court determines valueThe court shall determine the value of all or any part of a financial interest that is subject to resale restrictions or for which there is no organized market.FactorsThe Governor in Council may establish factors that the court may take into account in determining value under subsection (1).Statutory Instruments ActThe Statutory Instruments Act does not apply to the factors referred to in subsection (2), but the factors shall be published in Part I of the Canada Gazette.2001, c. 14, s. 115
Application to determine valueThe plaintiff may, by application made at any time before or during the course of the proceedings, request the court to determine the value of the plaintiff’s financial interest for the purpose of subsection 237.5(1).2001, c. 14, s. 115
Remedies, Offences and Punishment
DefinitionsIn this Part,action means an action under this Act; (action)complainant meansa registered holder or beneficial owner, and a former registered holder or beneficial owner, of a security of a corporation or any of its affiliates,a director or an officer or a former director or officer of a corporation or any of its affiliates,the Director, orany other person who, in the discretion of a court, is a proper person to make an application under this Part. (plaignant)1974-75-76, c. 33, s. 231; 1978-79, c. 9, s. 1(F)
Commencing derivative actionSubject to subsection (2), a complainant may apply to a court for leave to bring an action in the name and on behalf of a corporation or any of its subsidiaries, or intervene in an action to which any such body corporate is a party, for the purpose of prosecuting, defending or discontinuing the action on behalf of the body corporate.Conditions precedentNo action may be brought and no intervention in an action may be made under subsection (1) unless the court is satisfied thatthe complainant has given notice to the directors of the corporation or its subsidiary of the complainant’s intention to apply to the court under subsection (1) not less than fourteen days before bringing the application, or as otherwise ordered by the court, if the directors of the corporation or its subsidiary do not bring, diligently prosecute or defend or discontinue the action;the complainant is acting in good faith; andit appears to be in the interests of the corporation or its subsidiary that the action be brought, prosecuted, defended or discontinued.R.S., 1985, c. C-44, s. 239; 2001, c. 14, s. 116
Powers of courtIn connection with an action brought or intervened in under section 239, the court may at any time make any order it thinks fit including, without limiting the generality of the foregoing,an order authorizing the complainant or any other person to control the conduct of the action;an order giving directions for the conduct of the action;an order directing that any amount adjudged payable by a defendant in the action shall be paid, in whole or in part, directly to former and present security holders of the corporation or its subsidiary instead of to the corporation or its subsidiary; andan order requiring the corporation or its subsidiary to pay reasonable legal fees incurred by the complainant in connection with the action.1974-75-76, c. 33, s. 233; 1978-79, c. 9, s. 1(F)
Application to court re oppressionA complainant may apply to a court for an order under this section.GroundsIf, on an application under subsection (1), the court is satisfied that in respect of a corporation or any of its affiliatesany act or omission of the corporation or any of its affiliates effects a result,the business or affairs of the corporation or any of its affiliates are or have been carried on or conducted in a manner, orthe powers of the directors of the corporation or any of its affiliates are or have been exercised in a mannerthat is oppressive or unfairly prejudicial to or that unfairly disregards the interests of any security holder, creditor, director or officer, the court may make an order to rectify the matters complained of.Powers of courtIn connection with an application under this section, the court may make any interim or final order it thinks fit including, without limiting the generality of the foregoing,an order restraining the conduct complained of;an order appointing a receiver or receiver-manager;an order to regulate a corporation’s affairs by amending the articles or by-laws or creating or amending a unanimous shareholder agreement;an order directing an issue or exchange of securities;an order appointing directors in place of or in addition to all or any of the directors then in office;an order directing a corporation, subject to subsection (6), or any other person, to purchase securities of a security holder;an order directing a corporation, subject to subsection (6), or any other person, to pay a security holder any part of the monies that the security holder paid for securities;an order varying or setting aside a transaction or contract to which a corporation is a party and compensating the corporation or any other party to the transaction or contract;an order requiring a corporation, within a time specified by the court, to produce to the court or an interested person financial statements in the form required by section 155 or an accounting in such other form as the court may determine;an order compensating an aggrieved person;an order directing rectification of the registers or other records of a corporation under section 243;an order liquidating and dissolving the corporation;an order directing an investigation under Part XIX to be made; andan order requiring the trial of any issue.Duty of directorsIf an order made under this section directs amendment of the articles or by-laws of a corporation,the directors shall forthwith comply with subsection 191(4); andno other amendment to the articles or by-laws shall be made without the consent of the court, until a court otherwise orders.ExclusionA shareholder is not entitled to dissent under section 190 if an amendment to the articles is effected under this section.LimitationA corporation shall not make a payment to a shareholder under paragraph (3)(f) or (g) if there are reasonable grounds for believing thatthe corporation is or would after that payment be unable to pay its liabilities as they become due; orthe realizable value of the corporation’s assets would thereby be less than the aggregate of its liabilities.Alternative orderAn applicant under this section may apply in the alternative for an order under section 214.R.S., 1985, c. C-44, s. 241; 2001, c. 14, ss. 117(F), 135(E)
Evidence of shareholder approval not decisiveAn application made or an action brought or intervened in under this Part shall not be stayed or dismissed by reason only that it is shown that an alleged breach of a right or duty owed to the corporation or its subsidiary has been or may be approved by the shareholders of such body corporate, but evidence of approval by the shareholders may be taken into account by the court in making an order under section 214, 240 or 241.Court approval to discontinueAn application made or an action brought or intervened in under this Part shall not be stayed, discontinued, settled or dismissed for want of prosecution or, in Quebec, failure to respect the agreement between the parties as to the conduct of the proceeding without the approval of the court given on any terms that the court thinks fit and, if the court determines that the interests of any complainant may be substantially affected by such stay, discontinuance, settlement, dismissal or failure, the court may order any party to the application or action to give notice to the complainant.No security for costsA complainant is not required to give security for costs in any application made or action brought or intervened in under this Part.Interim costsIn an application made or an action brought or intervened in under this Part, the court may at any time order the corporation or its subsidiary to pay to the complainant interim costs, including legal fees and disbursements, but the complainant may be held accountable for such interim costs on final disposition of the application or action.R.S., 1985, c. C-44, s. 242; 2001, c. 14, s. 118(F); 2011, c. 21, s. 69
Application to court to rectify recordsIf the name of a person is alleged to be or to have been wrongly entered or retained in, or wrongly deleted or omitted from, the registers or other records of a corporation, the corporation, a security holder of the corporation or any aggrieved person may apply to a court for an order that the registers or records be rectified.Notice to DirectorAn applicant under this section shall give the Director notice of the application and the Director is entitled to appear and be heard in person or by counsel.Powers of courtIn connection with an application under this section, the court may make any order it thinks fit including, without limiting the generality of the foregoing,an order requiring the registers or other records of the corporation to be rectified;an order restraining the corporation from calling or holding a meeting of shareholders or paying a dividend before such rectification;an order determining the right of a party to the proceedings to have their name entered or retained in, or deleted or omitted from, the registers or records of the corporation, whether the issue arises between two or more security holders or alleged security holders, or between the corporation and any security holders or alleged security holders; andan order compensating a party who has incurred a loss.R.S., 1985, c. C-44, s. 243; 2001, c. 14, s. 135(E)
Application for directionsThe Director may apply to a court for directions in respect of any matter concerning the Director’s duties under this Act, and on such application the court may give such directions and make such further order as it thinks fit.R.S., 1985, c. C-44, s. 244; 2001, c. 14, s. 135(E)
Notice of refusal by DirectorIf the Director refuses to file any articles or other document that this Act requires the Director to file before the articles or other document become effective, the Director shall, within twenty days after receiving them or twenty days after receiving any approval that may be required under any other Act, whichever is later, give written notice of the refusal to the person who sent the articles or document, giving reasons.Deemed refusalIf the Director does not file or give written notice of the refusal to file any articles or document within the time limited therefor in subsection (1), the Director is deemed for the purposes of section 246 to have refused to file the articles or document.R.S., 1985, c. C-44, s. 245; 2001, c. 14, s. 135(E)
Appeal from Director’s decisionA person who feels aggrieved by a decision of the Director referred to in any of paragraphs (a) to (g) may apply to a court for an order, including an order requiring the Director to change the decisionto refuse to file in the form submitted any articles or other document required by this Act to be filed;to give a name, to change or revoke a name, or to refuse to reserve, accept, change or revoke a name under section 12;to grant, or to refuse to grant, an exemption that may be granted under this Act and the regulations;to refuse under subsection 187(11) to permit a continued reference to shares having a nominal or par value;to refuse to issue a certificate of discontinuance under section 188 or a certificate attesting that as of a certain date the corporation exists under subsection 263.1(2);to issue, or to refuse to issue, a certificate of revival under section 209, or the decision with respect to the terms for revival imposed by the Director;to correct, or to refuse to correct, articles, a notice, a certificate or other document under section 265;to cancel, or to refuse to cancel, the articles and related certificate under section 265.1; orto dissolve a corporation under section 212.The Court may make any order it thinks fit.R.S., 1985, c. C-44, s. 246; 1999, c. 31, s. 65; 2001, c. 14, s. 119
Restraining or compliance orderIf a corporation or any director, officer, employee, agent or mandatary, auditor, trustee, receiver, receiver-manager, sequestrator or liquidator of a corporation does not comply with this Act, the regulations, articles or by-laws, or a unanimous shareholder agreement, a complainant or a creditor of the corporation may, in addition to any other right they have, apply to a court for an order directing any such person to comply with, or restraining any such person from acting in breach of, any provisions of this Act, the regulations, articles or by-laws, or a unanimous shareholder agreement, and on such application the court may so order and make any further order it thinks fit.R.S., 1985, c. C-44, s. 247; 2001, c. 14, s. 135(E); 2011, c. 21, s. 70(E)
Summary application to courtWhere this Act states that a person may apply to a court, the application may be made in a summary manner by petition, originating notice of motion, or otherwise as the rules of the court provide, and subject to any order respecting notice to interested parties or costs, or any other order the court thinks fit.1974-75-76, c. 33, s. 241; 1978-79, c. 9, s. 1(F)
Appeal of final orderAn appeal lies to the court of appeal of a province from any final order made by a court of that province under this Act.Appeal with leaveAn appeal lies to the court of appeal of a province from any order other than a final order made by a court of that province, only with leave of the court of appeal in accordance with the rules applicable to that court.R.S., 1985, c. C-44, s. 249; 2001, c. 14, s. 120
Offences with respect to reportsA person who makes or assists in making a report, return, notice or other document required by this Act or the regulations to be sent to the Director or to any other person thatcontains an untrue statement of a material fact, oromits to state a material fact required therein or necessary to make a statement contained therein not misleading in the light of the circumstances in which it was madeis guilty of an offence and liable on summary conviction to a fine not exceeding five thousand dollars or to imprisonment for a term not exceeding six months or to both.Officers, etc., of bodies corporateWhere a body corporate commits an offence under subsection (1), any director or officer of the body corporate who knowingly authorized, permitted or acquiesced in the commission of the offence is a party to and guilty of the offence and is liable on summary conviction to a fine not exceeding five thousand dollars or to imprisonment for a term not exceeding six months or to both, whether or not the body corporate has been prosecuted or convicted.ImmunityNo person is guilty of an offence under subsection (1) or (2) if the person did not know, and in the exercise of reasonable diligence could not have known, of the untrue statement or omission.Register of individuals with significant controlFor greater certainty, a register referred to in subsection 21.1(1) or an extract from it is not a report, return, notice or other document for the purposes of this section.R.S., 1985, c. C-44, s. 250; 2001, c. 14, s. 135(E)2018, c. 27, s. 184
OffenceEvery person who, without reasonable cause, contravenes a provision of this Act or the regulations for which no punishment is provided is guilty of an offence punishable on summary conviction.1974-75-76, c. 33, s. 244; 1978-79, c. 9, s. 1(F)
Order to complyWhere a person is guilty of an offence under this Act or the regulations, any court in which proceedings in respect of the offence are taken may, in addition to any punishment it may impose, order that person to comply with the provisions of this Act or the regulations for the contravention of which the person has been convicted.Limitation periodA prosecution for an offence under this Act may be instituted at any time within but not later than two years after the time when the subject-matter of the complaint arose.Civil remedy not affectedNo civil remedy for an act or omission is suspended or affected by reason that the act or omission is an offence under this Act.R.S., 1985, c. C-44, s. 252; 2001, c. 14, s. 135(E)
Documents in Electronic or Other Form
DefinitionsThe definitions in this section apply in this Part.electronic document means, except in section 252.6, any form of representation of information or of concepts fixed in any medium in or by electronic, optical or other similar means and that can be read or perceived by a person or by any means. (document électronique)information system means a system used to generate, send, receive, store, or otherwise process an electronic document. (système d’information)2001, c. 14, s. 121
ApplicationThis Part does not apply to a notice, document or other information sent to or issued by the Director pursuant to this Act or to any prescribed notice, document or other information.2001, c. 14, s. 121
Use not mandatoryNothing in this Act or the regulations requires a person to create or provide an electronic document.Consent and other requirementsDespite anything in this Part, a requirement under this Act or the regulations to provide a person with a notice, document or other information is not satisfied by the provision of an electronic document unlessthe addressee has consented, in the manner prescribed, and has designated an information system for the receipt of the electronic document; andthe electronic document is provided to the designated information system, unless otherwise prescribed.Revocation of consentAn addressee may revoke the consent referred to in paragraph (2)(a) in the manner prescribed.2001, c. 14, s. 121
Creation and provision of informationA requirement under this Act or the regulations that a notice, document or other information be created or provided, is satisfied by the creation or provision of an electronic document ifthe by-laws or the articles of the corporation do not provide otherwise; andthe regulations, if any, have been complied with.2001, c. 14, s. 121
Creation of information in writingA requirement under this Act or the regulations that a notice, document or other information be created in writing is satisfied by the creation of an electronic document if, in addition to the conditions in section 252.4,the information in the electronic document is accessible so as to be usable for subsequent reference; andthe regulations pertaining to this subsection, if any, have been complied with.Provision of information in writingA requirement under this Act or the regulations that a notice, document or other information be provided in writing is satisfied by the provision of an electronic document if, in addition to the conditions set out in section 252.4,the information in the electronic document is accessible by the addressee and capable of being retained by the addressee, so as to be usable for subsequent reference; andthe regulations pertaining to this subsection, if any, have been complied with.CopiesA requirement under this Act or the regulations for one or more copies of a document to be provided to a single addressee at the same time is satisfied by the provision of a single version of the electronic document.Registered mailA requirement under this Act or the regulations to provide a document by registered mail is not satisfied by the sending of an electronic document unless prescribed.2001, c. 14, s. 121; 2018, c. 8, s. 35(F)
Statutory declarations and affidavitsA statutory declaration or an affidavit required under this Act or the regulations may be created or provided in an electronic document ifthe person who makes the statutory declaration or affidavit signs it with his or her secure electronic signature;the authorized person before whom the statutory declaration or affidavit is made signs it with his or her secure electronic signature; andthe requirements of sections 252.3 to 252.5 are complied with.DefinitionsFor the purposes of this section, electronic document and secure electronic signature have the same meaning as in subsection 31(1) of the Personal Information Protection and Electronic Documents Act.ClarificationFor the purpose of complying with paragraph (1)(c), the references to an electronic document in sections 252.3 to 252.5 are to be read as references to an “electronic document” as defined in subsection 31(1) of the Personal Information Protection and Electronic Documents Act.2001, c. 14, s. 121
SignaturesA requirement under this Act or the regulations for a signature or for a document to be executed, except with respect to a statutory declaration or an affidavit, is satisfied if, in relation to an electronic document, the prescribed requirements pertaining to this section, if any, are met and if the signature results from the application by a person of a technology or a process that permits the following to be proven:the signature resulting from the use by a person of the technology or process is unique to the person;the technology or process is used by a person to incorporate, attach or associate the person’s signature to the electronic document; andthe technology or process can be used to identify the person using the technology or process.2001, c. 14, s. 121
General
Notice to directors and shareholdersA notice or document required by this Act, the regulations, the articles or the by-laws to be sent to a shareholder or director of a corporation may be sent by prepaid mail addressed to, or may be delivered personally to,the shareholder at the shareholder’s latest address as shown in the records of the corporation or its transfer agent; andthe director at the director’s latest address as shown in the records of the corporation or in the last notice filed under section 106 or 113.Effect of noticeA director named in a notice sent by a corporation to the Director under section 106 or 113 and filed by the Director is presumed for the purposes of this Act to be a director of the corporation referred to in the notice.Deemed receiptA notice or document sent in accordance with subsection (1) to a shareholder or director of a corporation is deemed to be received at the time it would be delivered in the ordinary course of mail unless there are reasonable grounds for believing that the shareholder or director did not receive the notice or document at that time or at all.Undelivered noticesIf a corporation sends a notice or document to a shareholder in accordance with subsection (1) and the notice or document is returned on two consecutive occasions because the shareholder cannot be found, the corporation is not required to send any further notices or documents to the shareholder until the shareholder informs the corporation in writing of the shareholder’s new address.R.S., 1985, c. C-44, s. 253; 2001, c. 14, ss. 122, 135(E)
Notice to and service on a corporationA notice or document required to be sent to or served on a corporation may be sent by registered mail to the registered office of the corporation shown in the last notice filed under section 19 and, if so sent, is deemed to be received or served at the time it would be delivered in the ordinary course of mail unless there are reasonable grounds for believing that the corporation did not receive the notice or document at that time or at all.1974-75-76, c. 33, s. 247; 1978-79, c. 9, ss. 1(F), 79
Waiver of noticeWhere a notice or document is required by this Act or the regulations to be sent, the sending of the notice or document may be waived or the time for the notice or document may be waived or abridged at any time with the consent in writing of the person entitled thereto.1974-75-76, c. 33, s. 248; 1978-79, c. 9, ss. 1(F), 79
Certificate of DirectorWhere this Act requires or authorizes the Director to issue a certificate or to certify any fact, the certificate shall be signed by the Director or by a Deputy Director authorized under section 260.EvidenceExcept in a proceeding under section 213 to dissolve a corporation, a certificate referred to in subsection (1) or a certified copy thereof, when introduced as evidence in any civil, criminal or administrative action or proceeding, is conclusive proof of the facts so certified without proof of the signature or official character of the person appearing to have signed the certificate.1974-75-76, c. 33, s. 249; 1978-79, c. 9, s. 1(F)
Certificate of corporationA certificate issued on behalf of a corporation stating any fact that is set out in the articles, the by-laws, a unanimous shareholder agreement, the minutes of the meetings of the directors, a committee of directors or the shareholders, or in a trust indenture or other contract to which the corporation is a party, may be signed by a director, an officer or a transfer agent of the corporation.ProofWhen introduced as evidence in any civil, criminal or administrative action or proceeding,a fact stated in a certificate referred to in subsection (1),a certified extract from a securities register of a corporation, ora certified copy of minutes or extract from minutes of a meeting of shareholders, directors or a committee of directors of a corporation,is, in the absence of evidence to the contrary, proof of the facts so certified without proof of the signature or official character of the person appearing to have signed the certificate.Security certificateAn entry in a securities register of, or a security certificate issued by, a corporation is, in the absence of evidence to the contrary, proof that the person in whose name the security is registered is owner of the securities described in the register or in the certificate.R.S., 1985, c. C-44, s. 257; 2001, c. 14, s. 123(F)
CopiesWhere a notice or document is required to be sent to the Director under this Act, the Director may accept a photostatic or photographic copy thereof.1974-75-76, c. 33, s. 251; 1978-79, c. 9, s. 1(F)
Content and form of documentsThe Director may establish the requirements for the content and fix the form, including electronic or other forms, of notices, documents or other information sent to or issued by the Director under this Act and, in so doing, the Director may specify, among other things,the notices, documents or other information that may be transmitted in electronic or other form;the persons or classes of persons who may sign or transmit the notices, documents or other information;the manner of signing, whether electronic or otherwise, or the actions that are to have the same effect as their signature; andthe time and circumstances when electronic notices, documents or other information are to be considered to be sent or received, and the place where they are considered to have been sent or received.[Repealed, 2018, c. 8, s. 36]1994, c. 24, s. 26; 2001, c. 14, s. 124; 2018, c. 8, s. 362023, c. 29, s. 8
ExemptionIn the prescribed circumstances, the Director may, on any conditions that the Director considers appropriate, exempt from the application of any provision of this Act requiring notices or documents to be sent to the Director any notices or documents or classes of notices or documents containing information similar to that contained in notices or documents required to be made public pursuant to any other Act of Parliament or to any Act of the legislature of a province as the Director specifies.1994, c. 24, s. 26; 2001, c. 14, s. 124
Proof required by DirectorThe Director may require that a document or a fact stated in a document or in any information required by this Act or the regulations to be sent to the Director shall be verified in accordance with subsection (2).Form of proofA document or fact required by this Act or by the Director to be verified may be verified by affidavit or by statutory declaration under the Canada Evidence Act before any commissioner for oaths or for taking affidavits.R.S., 1985, c. C-44, s. 259; 2001, c. 14, s. 135(E)2023, c. 29, s. 9
Appointment of DirectorThe Minister may appoint a Director and one or more Deputy Directors to carry out the duties and exercise the powers of the Director under this Act.1974-75-76, c. 33, s. 253; 1978-79, c. 9, s. 1(F)
RegulationsThe Governor in Council may make regulationsproviding for anything that by this Act is to be prescribed or provided for by the regulations;defining anything that, by this Act, is to be defined by regulation;prescribing what constitutesfor the purposes of paragraph 2.1(1)(b), direct influence, indirect influence or control in fact, andfor the purposes of paragraph 21.31(3)(c), direct influence or indirect influence;requiring the payment of a fee in respect of the receipt, examination, filing, issuance or copying of any document or other information, or in respect of any action that the Director is required or authorized to take under this Act, and prescribing the amount of the fee or the manner of determining the fee;respecting the payment of fees, including the time when and the manner in which the fees are to be paid, the additional fees that may be charged for the late payment of fees and the circumstances in which any fees previously paid may be refunded in whole or in part;prescribing the form of the register referred to in subsection 21.1(1) and the manner of preparing and maintaining it;respecting steps to be taken by a corporation for the purposes of subsection 21.1(2);prescribing, for the purposes of subsection 137(1.1), a manner of determining the number of shares required for a person to be eligible to submit a proposal, including the time and manner of determining a value or percentage of the outstanding shares of the corporation;prescribing, for the purposes of paragraph 137(5)(d), the minimum amount of support required in relation to the number of times the shareholder has submitted substantially the same proposal within the prescribed period;prescribing rules with respect to exemptions permitted by this Act;respecting the powers that may be granted by a shareholder in a form of proxy;prescribing any matter necessary for the purposes of the application of Part XX.1, including the time and circumstances when an electronic document is to be considered to have been provided or received and the place where it is considered to have been provided or received;prescribing the manner of, and conditions for, participating in a meeting by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting; andprescribing, for the purposes of subsection 141(3), the manner of, and conditions for, voting at a meeting of shareholders by means of a telephonic, electronic or other communication facility.Incorporation by referenceThe regulations may incorporate any material by reference regardless of its source and either as it exists on a particular date or as amended from time to time.Incorporated material is not a regulationMaterial does not become a regulation for the purposes of the Statutory Instruments Act because it is incorporated by reference.R.S., 1985, c. C-44, s. 261; 1994, c. 24, s. 27; 2001, c. 14, s. 125; 2018, c. 8, s. 382018, c. 27, s. 1852023, c. 29, s. 10
Payment of feesA fee in respect of the receipt or copying of any document or other information shall be paid to the Director when it is received or copied, and a fee in respect of the examination, filing or issuance of any document or other information or in respect of any action that the Director is required or authorized to take shall be paid to the Director before the document or other information is examined, filed or issued or the action is taken.2001, c. 14, s. 126; 2018, c. 8, s. 392023, c. 29, s. 11
Definition of statementIn this section, statement means a statement of intent to dissolve and a statement of revocation of intent to dissolve referred to in section 211.Sending of articles and statementsIf this Act requires that articles or a statement relating to a corporation be sent to the Director, on receiving the articles or statement in the form that the Director fixes, any other required documents and the required fees, the Director shallrecord the date of receipt;issue the appropriate certificate;send the certificate, or a copy, image or photographic, electronic or other reproduction of the certificate, to the corporation or its agent or mandatary; andpublish a notice of the issuance of the certificate in a publication generally available to the public.Date of certificateA certificate referred to in subsection (2) issued by the Director may be dated as of the day the Director receives the articles, statement or court order pursuant to which the certificate is issued or as of any later day specified by the court or person who signed the articles or statement.[Repealed, 1994, c. 24, s. 28]Date of certificateNotwithstanding subsection (3), a certificate of discontinuance may be dated as of the day on which the corporation amalgamates pursuant to another Act or is continued.R.S., 1985, c. C-44, s. 262; 1994, c. 24, s. 28; 2001, c. 14, ss. 127, 135(E); 2011, c. 21, s. 71(E); 2018, c. 8, s. 40
SignatureA signature required on a certificate issued by the Director under this Act may be printed or otherwise mechanically reproduced on the certificate or may be in accordance with the regulations made under paragraph 261(1)(c.1).[Repealed, 2018, c. 8, s. 41]Execution of documentsAny articles, notice, resolution, requisition, statement or other document required or permitted to be executed or signed by more than one individual for the purposes of this Act may be executed or signed in several documents of like form, each of which is executed or signed by one or more of the individuals. The documents, when duly executed or signed by all individuals required or permitted, as the case may be, to do so, shall be deemed to constitute one document for the purposes of this Act.1994, c. 24, s. 29; 2001, c. 14, s. 128; 2018, c. 8, s. 41
PublicationThe Director must publish, in a publication generally available to the public, a notice of any decision made by the Director granting an application made under subsection 2(6), 10(2), 21.303(3), 82(3) or 151(1), section 156 or subsection 171(2) or 187(11).2018, c. 8, s. 422023, c. 29, s. 12
Annual returnEvery corporation shall send to the Director an annual return in the form and within the period that the Director fixes.R.S., 1985, c. C-44, s. 263; 2001, c. 14, s. 129; 2018, c. 8, s. 42
CertificateThe Director may provide any person with a certificate stating that a corporationhas sent to the Director a document or other information required to be sent under this Act;has paid all required fees; orexists as of a certain date.Director may refuse to issue certificate of existenceFor greater certainty, the Director may refuse to issue a certificate described in paragraph (1)(c) if the Director has knowledge that the corporation is in default of sending a document or other information required to be sent under this Act or is in default of paying a required fee.2001, c. 14, s. 1292023, c. 29, s. 13
AlterationThe Director may alter a notice or document, other than an affidavit or statutory declaration, if authorized by the person who sent the document or by that person’s representative.R.S., 1985, c. C-44, s. 264; 2001, c. 14, s. 135(E)
Corrections at request of DirectorIf there is an error in articles, a notice, a certificate or other document, the directors or shareholders of the corporation shall, on the request of the Director, pass the resolutions and send to the Director the documents required to comply with this Act, and take such other steps as the Director may reasonably require so that the Director may correct the document.No prejudiceBefore proceeding under subsection (1), the Director must be satisfied that the correction would not prejudice any of the shareholders or creditors of the corporation.Corrections at the request of the corporationThe Director may, at the request of the corporation or of any other interested person, accept a correction to any of the documents referred to in subsection (1) ifthe correction is approved by the directors of the corporation, unless the error is obvious or was made by the Director; andthe Director is satisfied that the correction would not prejudice any of the shareholders or creditors of the corporation and that the correction reflects the original intention of the corporation or the incorporators, as the case may be.Application to courtIf, in the view of the Director, of the corporation or of any interested person who wishes a correction, a correction to any of the documents referred to in subsection (1) would prejudice any of the shareholders or creditors of a corporation, the Director, the corporation or the person, as the case may be, may apply to the court for an order that the document be corrected and for an order determining the rights of the shareholders or creditors.Notice to DirectorAn applicant under subsection (4) shall give the Director notice of the application, and the Director is entitled to appear and to be heard in person or by counsel.Director may require surrender of documentThe Director may demand the surrender of the original document, and may issue a corrected certificate or file the corrected articles, notice or other document.Date of corrected documentA corrected document shall bear the date of the document it replaces unlessthe correction is made with respect to the date of the document, in which case the document shall bear the corrected date; orthe court decides otherwise.NoticeIf a corrected certificate materially amends the terms of the original certificate, the Director shall without delay give notice of the correction in a publication generally available to the public.R.S., 1985, c. C-44, s. 265; 2001, c. 14, s. 130; 2018, c. 8, s. 43(F)
Cancellation of articles by DirectorIn the prescribed circumstances, the Director may cancel the articles and related certificate of a corporation.No prejudiceBefore proceeding under subsection (1), the Director must be satisfied that the cancellation would not prejudice any of the shareholders or creditors of the corporation.Request to Director to cancel articlesIn the prescribed circumstances, the Director may, at the request of a corporation or of any other interested person, cancel the articles and related certificate of the corporation ifthe cancellation is approved by the directors of the corporation; andthe Director is satisfied that the cancellation would not prejudice any of the shareholders or creditors of the corporation and that the cancellation reflects the original intention of the corporation or the incorporators, as the case may be.Application to courtIf, in the view of the Director, of the corporation or of any interested person who wishes a cancellation, a cancellation of articles and a related certificate would prejudice any of the shareholders or creditors of a corporation, the Director, the corporation or the person, as the case may be, may apply to the court for an order that the articles and certificate be cancelled and for an order determining the rights of the shareholders or creditors.Notice to DirectorAn applicant under subsection (4) shall give the Director notice of the application, and the Director is entitled to appear and to be heard in person or by counsel.Return of certificateThe Director may demand the surrender of a cancelled certificate.2001, c. 14, s. 130
ExaminationA person who has paid the required fee is entitled during usual business hours to examine and make copies of or take extracts from a document or other information — except any information sent under section 21.21, an application referred to in subsection 21.303(3) and any related document and a report sent to the Director under subsection 230(2) — that is required to be sent to the Director under this Act or that was required to be sent to a person performing a similar function under prior legislation.Copies or extractsThe Director shall, on request, provide any person with a copy, extract, certified copy or certified extract of a document that may be examined under subsection (1).R.S., 1985, c. C-44, s. 266; 2001, c. 14, s. 1302018, c. 8, s. 442022, c. 10, s. 4332023, c. 29, s. 142023, c. 29, s. 20
Information not to be made availableThe Director shall not make available any information that could reasonably be expected to reveal the identity of a person who, on their own initiative, provides information relating to the commission or potential commission of a wrongdoing, or any information provided by the person in relation to the commission or potential commission, unless the person providing the information consents to its being made available.Exception — investigationsDespite subsection (1), the Director may provide information referred to in that subsection to an investigative body referred to in subsection 21.31(2), the Financial Transactions and Reports Analysis Centre of Canada or any prescribed entity.Definition of wrongdoingIn this section, wrongdoing includesa contravention of any provision of this Act or the regulations;the formation of a corporation for a fraudulent or unlawful purpose; orany fraudulent or dishonest actions of persons concerned with the formation, business or affairs of a corporation.2023, c. 29, s. 15
Director’s obligation to keep documentsDocuments that are received and accepted by the Director under this Act or that were received and accepted by a person performing a similar function under prior legislation shall be kept by the Director, in any form.Obligation to furnishIf documents are kept by the Director otherwise than in written form,the Director shall furnish any copy required to be furnished under subsection 266(2) in intelligible form; anda report reproduced from those documents, if it is certified by the Director, is admissible in evidence to the same extent as the original documents would have been.Time period for keeping and producing documentsThe Director is not required to keep or produce any document or class of documents — other than a certificate and any attached articles or statement received under section 262 and other prescribed documents or prescribed class of documents — after the end of the period prescribed for the keeping or production of the document or class of documents.R.S., 1985, c. C-44, s. 267; 1994, c. 24, s. 30; 2001, c. 14, s. 1312018, c. 8, s. 45
Form of publicationInformation or notices required by this Act to be summarized in a publication generally available to the public or published by the Director may be made available to the public or published by any system of mechanical or electronic data processing or by any other information storage device that is capable of reproducing any required information or notice in intelligible form within a reasonable time.1994, c. 24, s. 31; 2001, c. 14, s. 132; 2018, c. 8, s. 46(F)
Definition of charterIn this section, charter includesan act of incorporation and any amendments thereto; andletters patent of incorporation and any letters patent supplementary thereto.Amendment of charter — special ActIn connection with a continuance under this Act, the shareholders of a body corporate incorporated or continued by or under a special Act of Parliament who are entitled to vote at annual meetings of shareholders may, despite the charter of the body corporate,by special resolution, authorize the directors of the body corporate to apply under section 187 for a certificate of continuance; andby the same resolution, make any amendment to the charter of the body corporate that a corporation incorporated under this Act may make to its articles.Amendment of charter — other ActIn connection with a continuance under this Act, the shareholders of a body corporate incorporated or continued by or under an Act of Parliament, other than this Act or a special Act, who are entitled to vote at annual meetings of shareholders may, subject to any other Act of Parliament or the charter of the body corporate,by special resolution, authorize the directors of the body corporate to apply under section 187 for a certificate of continuance; andby the same resolution, make any amendment to the charter of the body corporate that a corporation incorporated under this Act may make to its articles.Change of class rightsDespite subsections (2) and (2.1), the shareholders of a body corporate may not, by a special resolution under any of those subsections, make any change of the nature referred to in subsection 176(1) that affects a class or series of shares, unlessthe charter of the body corporate otherwise provides in respect of an amendment of the nature referred to in paragraph 176(1)(a), (b) or (e); orthe holders of the class or series of shares approve the change in accordance with section 176.Authorizing continuanceSubject to subsection (6), the directors of a body corporate incorporated or continued by or under a special Act of Parliament may, despite the charter of the body corporate, apply under section 187 for a certificate of continuance if the articles of continuance do not make any amendment to the charter of the body corporate other than an amendment required to conform to this Act.Authorizing continuanceSubject to subsection (6), the directors of a body corporate incorporated or continued by or under an Act of Parliament, other than this Act or a special Act, may, subject to any other Act of Parliament or the charter of the body corporate, apply under section 187 for a certificate of continuance if the articles of continuance do not make any amendment to the charter of the body corporate other than an amendment required to conform to this Act.Financial institutionsFor the purposes of this section, every body corporate that is incorporated or continued under an Act of Parliament and to which the Bank Act, the Cooperative Credit Associations Act, the Insurance Companies Act or the Trust and Loan Companies Act applies is deemed to be incorporated or continued by or under an Act of Parliament other than this Act or a special Act.No dissentA shareholder is not entitled to dissent under section 190 in respect of an amendment made under subsection (2), (2.1), (3), (4) or (4.1).Discretionary continuanceThe Governor in Council may, by order, require that a body corporate incorporated by or under an Act of Parliament to which the Canada Not-for-profit Corporations Act does not apply, apply for a certificate of continuance under section 187 within any period that may be prescribed except for the following:a bank;an association to which the Cooperative Credit Associations Act applies;a company or society to which the Insurance Companies Act applies; anda company to which the Trust and Loan Companies Act applies.[Repealed, 2009, c. 23, s. 311]FeesA body corporate that obtains a certificate of continuance under this section is not required to pay any fees otherwise payable under this Act in respect of such continuance.Special Act no longer applicableOn the continuance of a body corporate incorporated by a special Act of Parliament as a corporation under this Act, the special Act ceases to apply to the corporation.IdemA body corporate referred to in subsection (6) that does not make an application to obtain a certificate of continuance within the period prescribed is dissolved on the expiration of that period.Continuance prohibitedA body corporate to which the Canada Not-for-profit Corporations Act applies or any similar body corporate incorporated otherwise than by or under an Act of Parliament may not apply for a certificate of continuance under section 187.Exception for railway companiesA body corporate that is incorporated by or under a Special Act, as defined in section 87 of the Canada Transportation Act, may apply for a certificate of continuance under section 187.R.S., 1985, c. C-44, s. 268; 1991, c. 45, s. 556, c. 46, s. 597, c. 47, s. 724; 1992, c. 1, ss. 142, 160(F); 1994, c. 24, s. 32; 1996, c. 10, s. 213; 2001, c. 14, s. 133; 2007, c. 6, s. 401; 2009, c. 23, ss. 311, 345, 346
(Subsections 21.31(2), (3) and (6))Offences
An offence under any of the following provisions of the Criminal Code:subsection 57(1) (forgery of or uttering forged passport);subsection 74(1) (piracy by law of nations);section 75 (piratical acts);section 83.02 (providing or collecting property for certain activities);subsections 83.03(1) and (2) (providing, making available, etc., property or services for terrorist purposes and providing, making available, etc., property or services — use by terrorist group);section 83.04 (using or possessing property for terrorist purposes);section 83.12 (freezing of property, disclosure or audit);subsection 83.18(1) (participation in activity of terrorist group);section 83.181 (leaving Canada to participate in activity of terrorist group);subsection 83.19(1) (facilitating terrorist activity);section 83.191 (leaving Canada to facilitate terrorist activity);section 83.2 (commission of offence for terrorist group);section 83.201 (leaving Canada to commit offence for terrorist group);section 83.202 (leaving Canada to commit offence that is terrorist activity);subsection 83.21(1) (instructing to carry out activity for terrorist group);subsection 83.22(1) (instructing to carry out terrorist activity);subsection 83.221(1) (advocating or promoting commission of terrorism offences);subsections 83.23(1) and (2) (concealing person who carried out terrorist activity and concealing person who is likely to carry out terrorist activity);subsections 83.231(1), (3) and (4) (hoax — terrorist activity, causing bodily harm and causing death);subsection 99(1) (weapons trafficking);subsection 100(1) (possession for purpose of weapons trafficking);subsection 101(1) (transfer without authority);subsection 103(1) (importing or exporting knowing it is unauthorized);subsection 104(1) (unauthorized importing or exporting);subsection 119(1) (bribery of judicial officers, etc.);section 120 (bribery of officers);subsections 121(1) and (2) (frauds on the government and contractor subscribing to election fund);subsection 121.1(1) (selling, etc., of tobacco products and raw leaf tobacco);section 122 (breach of trust by public officer);subsection 123(1) (municipal corruption);section 124 (selling or purchasing office);section 125 (influencing or negotiating appointments or dealing in offices);subsection 235(1) (murder);section 236 (manslaughter);subsection 239(1) (attempt to commit murder);section 240 (accessory after fact to murder);subsection 264.1(1) (uttering threats);section 266 (assault);section 267 (assault with a weapon or causing bodily harm);subsection 268(1) (aggravated assault);section 269 (unlawfully causing bodily harm);subsection 269.1(1) (torture);subsection 270(1) (assaulting a peace officer);subsection 270.01(1) (assaulting peace officer with weapon or causing bodily harm);section 270.02 (aggravated assault of peace officer);subsection 270.1(1) (disarming a peace officer);section 271 (sexual assault);subsection 272(1) (sexual assault with a weapon, threats to a third party or causing bodily harm);subsection 273(1) (aggravated sexual assault);subsection 279(1) (kidnapping);subsection 279.01(1) (trafficking in persons);subsection 279.011(1) (trafficking of a person under 18 years);subsections 279.02(1) and (2) (material benefit — trafficking of a person);subsections 279.03 (1) and (2) (withholding or destroying documents — trafficking of a person);subsections 279.1(1) and (2) (hostage taking);subsection 280(1) (abduction of person under 16 years);section 281 (abduction of person under 14 years);subsections 286.2(1) and (2) (material benefit from sexual services);subsections 286.3(1) and (2) (procuring);subsection 322(1) (theft);section 324 (theft by bailee of things under seizure);subsection 326(1) (theft of telecommunication service);subsection 327(1) (possession of device to obtain use of telecommunication facility or telecommunication service);subsection 330(1) (theft by person required to account);section 331 (theft by person holding power of attorney);subsection 332(1) (misappropriation of money held under direction);subsection 333.1(1) (motor vehicle theft);subsection 333.1(3) (motor vehicle theft when violence used, threatened or attempted);subsection 333.1(4) (motor vehicle theft for criminal organization);subsection 335(1) (taking motor vehicle or vessel or found therein without consent);section 336 (criminal breach of trust);subsections 338(1) and (2) (fraudulently taking cattle or defacing brand and theft of cattle);subsection 339(1) (taking possession, etc., of drift timber);section 340 (destroying documents of title);section 341 (fraudulent concealment);subsections 342(1) and (3) (theft, forgery, etc., of credit card and unauthorized use of credit card data);subsection 342.1(1) (unauthorized use of computer);section 343 (robbery);subsections 346(1) and (1.1) (extortion);subsection 354(1) (possession of property obtained by crime);section 355.2 (trafficking in property obtained by crime);section 355.4 (possession of property obtained by crime — trafficking);section 369 (exchequer bill paper, public seals, etc.);subsections 372(1), (2) and (3) (false information, indecent communications and harassing communications);section 374 (drawing document without authority, etc.);section 375 (obtaining, etc., by instrument based on forged document);subsections 376(1) and (2) (counterfeiting stamp, etc. and counterfeiting mark);subsection 377(1) (damaging documents);section 378 (offences in relation to registers);subsections 380(1) and (2) (fraud and affecting public market);section 381 (using mails to defraud);section 382 (fraudulent manipulation of stock exchange transactions);subsections 382.1(1) and (2) (prohibited insider trading and tipping);subsection 385(1) (fraudulent concealment of title documents);section 386 (fraudulent registration of title);section 387 (fraudulent sale of real property);section 388 (misleading receipt);subsection 389(1) (fraudulent disposal of goods on which money advanced);section 390 (fraudulent receipts under Bank Act);section 392 (disposal of property to defraud creditors);subsections 393(1), (2), and (3) (fraud in relation to fares, etc. and fraudulently obtaining transportation);subsection 394(5) (fraud in relation to valuable mineral, sale of valuable minerals and purchase of valuable minerals);subsection 396(1) (offences in relation to mines);section 406 (forging trade-mark);section 407 (forging trade-mark with intent to deceive or defraud);section 408 (passing off);subsection 409(1) (instruments for forging trade-mark);section 410 (other offences in relation to trade-marks);section 411 (used goods sold without disclosure);subsections 426(1) and (2) (secret commissions);section 449 (make counterfeit money);section 450 (possession, etc., of counterfeit money);section 451 (having clippings, etc.);section 452 (uttering, etc., counterfeit money);section 453 (uttering coin);section 454 (slugs and tokens);section 455 (clipping and uttering clipped coin);section 456 (defacing current coins);subsection 457(3) (likeness of bank-notes);section 458 (making, having or dealing in instruments for counterfeiting);section 459 (conveying instruments for coining out of mint);subsection 460(1) (advertising and dealing in counterfeit money, etc.);subsection 462.31(1) (laundering proceeds of crime);subsection 462.31(2.1) (laundering proceeds of crime for criminal organization);subsection 467.11(1) (participation in activities of criminal organization);section 467.111 (recruitment of members by a criminal organization);subsection 467.12(1) (commission of offence for criminal organization);subsection 467.13(1) (instructing commission of offence for criminal organization).
An offence under section 42 of the Copyright Act.
An offence under any of the following provisions of the Customs Act:subsection 160(1), in respect of the contravention of any of sections 153, 155, 156, 159 and 159.1;section 160.1, in respect of the contravention of section 153.1;section 161, in respect of the contravention of section 154 or 157.
An offence under any of the following provisions of the Controlled Drugs and Substances Act:subsections 5(1) and (2) (trafficking in substance and possession for purpose of trafficking);subsections 6(1) and (2) (importing and exporting and possession for the purpose of exporting);subsection 7(2) (production of substance).
An offence under any of the following provisions of the Corruption of Foreign Public Officials Act:subsection 3(1) (bribing a foreign public official);subsection 4(1) (accounting);subsection 5(1) (offence committed outside Canada).
An offence under any of the following provisions of the Canadian Environmental Protection Act, 1999:subsection 272(1); (contravention by persons of certain provisions);subsection 272.1(1); (contravention by persons of certain provisions);subsection 272.2 (1) (failure to comply with designated regulations);subsections 272.4(1), (2) and (3); (contravention by ships of certain provisions);subsections 272.5(1), (2) and (3); (contravention by ships of certain provisions);subsections 274(1) and (2) (damage to environment and risk of death or harm to persons and criminal negligence).
An offence under any of the following provisions of the Immigration and Refugee Protection Act:subsections 117(2) and (3) (organizing entry into Canada);subsection 118(1) (trafficking in persons);section 119 (disembarking persons at sea).
An offence under any of the following provisions of the Cannabis Act:subsections 9(1) and (2) (distribution and possession for purpose of distributing);subsections 10(1) and (2) (selling and possession for purpose of selling);subsections 11(1) and (2) (importing and exporting and possession for purpose of exporting);subsections 12(1), (4), (5), (6) and (7) (production, cultivation, propagation and harvesting);subsection 13(1) (possession, etc., for use in production or distribution of illicit cannabis);subsection 14(1) (use of young person).
An offence under any Act of Parliament or law of the legislature of a province that provides for the imposition of a tax or duty for which the maximum term of imprisonment is five years or more.
2019, c 29, s. 1012023, c. 14, s. 32024, c. 17, s. 375RELATED PROVISIONS — R.S., 1985, c. 27 (2nd Supp.), s. 11
Transitional: proceedingsProceedings to which any of the provisions amended by the schedule apply that were commenced before the coming into force of section 10 shall be continued in accordance with those amended provisions without any further formality.
 — 1990, c. 17, s. 45(1)
Transitional: proceedingsEvery proceeding commenced before the coming into force of this subsection and in respect of which any provision amended by this Act applies shall be taken up and continued under and in conformity with that amended provision without any further formality.
 — 1994, c. 21, s. 125(2)
Subsection (1) applies after 1988.
 — 1994, c. 24, s. 33
Review of Canada Business Corporations ActWithin three years after the day on which this Act is assented to, the Minister shall cause to be laid before both Houses of Parliament a report on the provisions and operation of the Canada Business Corporations Act, including any recommendations for amendments to that Act.Reference to parliamentary committeeThe report stands referred to the committee of the House of Commons, or of both Houses of Parliament, that is designated or established for that purpose, which shallas soon as possible thereafter review the report and undertake a comprehensive review of the provisions and operation of the Canada Business Corporations Act; andreport to the House of Commons, or to both Houses of Parliament, within one year after the laying of the report of the Minister or any further time that the House of Commons, or both Houses of Parliament, may authorize.
 — 1996, c. 10, s. 214
Previous continuance of railway companiesNo continuance of a railway company granted under section 187 of the Canada Business Corporations Act before section 212 comes into force is invalid because the company was incorporated by or under an Act of Parliament.
 — 1998, c. 30, s. 10
Transitional — proceedingsEvery proceeding commenced before the coming into force of this section and in respect of which any provision amended by sections 12 to 16 applies shall be taken up and continued under and in conformity with that amended provision without any further formality.
 — 2001, c. 14, s. 136
Review of Canada Business Corporations ActA committee of the Senate, of the House of Commons or of both Houses of Parliament that is designated or established for the purpose shall, within five years after the coming into force of this section, and within every ten years thereafter, undertake a review of the provisions and operations of the Canada Business Corporations Act, and shall, within a reasonable period thereafter, cause to be laid before each House of Parliament a report thereon.
 — 2001, c. 14, s. 233
Part XIX.1 of the Canada Business Corporations Act, as enacted by section 115 of this Act, does not apply to any proceeding commenced before the coming into force of that section.
 — 2009, c. 23, s. 297(6)
Time limit for continuanceDespite any provision of the Canada Corporations Act, a body corporate referred to in subsection (2) that does not apply for a certificate of continuance under section 187 of the Canada Business Corporations Act within six months after the day on which this subsection comes into force is dissolved on the expiry of that period.
 — 2011, c. 25, s. 42
Submission to MinisterThe Corporation must submit an application for continuance under one of the following Acts for the Minister’s approval:the Canada Business Corporations Act;the Canada Cooperatives Act; orthe Canada Not-for-profit Corporations Act.DeadlineThe application must be submitted to the Minister within four years, or any shorter period specified by the Minister, after the day on which this Part comes into force.Submission to applicable authoritiesOnce the application has been approved by the Minister, the Corporation must submit the application to the applicable authorities under the relevant Act.Application not invalidThe application is not invalid solely because the Corporation is incorporated by an Act of Parliament.
 — 2012, c. 19, s. 210
Status of PPP Canada Inc.Except as provided in this Division, PPP Canada Inc., incorporated under the Canada Business Corporations Act, is not an agent of Her Majesty in right of Canada.
 — 2018, c. 8, s. 107.1
ReviewOn the fifth anniversary of the day on which section 24 of this Act comes into force, the provisions under Part XIV.1 of the Canada Business Corporations Act are to be referred to a committee of the Senate, of the House of Commons or of both Houses of Parliament that may be designated or established for the purpose of reviewing those provisions.Report to ParliamentThe committee referred to in subsection (1) shall, within a reasonable time after a review is completed, submit a report on that review to the Senate, the House of Commons or both Houses of Parliament, as the case may be.
AMENDMENTS NOT IN FORCE — 2018, c. 8, s. 17
1992, c. 1, s. 54Subsections 150(1) to (2) of the Act are replaced by the following:
Soliciting proxiesA person shall not solicit proxies unless a proxy circular, in the prescribed form, is made available in the prescribed manner to the auditor of the corporation, to each shareholder whose proxy is solicited, to each director and, in the case set out in paragraph (b), to the corporation as follows:in the case of solicitation by or on behalf of the management of a corporation, a management proxy circular, either as an appendix to or as a separate document accompanying the notice of the meeting; orin the case of any other solicitation, a dissident’s proxy circular stating the purposes of the solicitation.Exception — solicitation to 15 or fewer shareholdersDespite subsection (1), a person may solicit proxies, other than by or on behalf of the management of the corporation, without making available a dissident’s proxy circular, if the total number of shareholders whose proxies are solicited is 15 or fewer, two or more joint holders being counted as one shareholder.Exception — solicitation by public broadcastDespite subsection (1), a person may solicit proxies, other than by or on behalf of the management of the corporation, without making available a dissident’s proxy circular if the solicitation is, in the prescribed circumstances, conveyed by public broadcast, speech or publication.Copy to DirectorA person required to make a management proxy circular or dissident’s proxy circular available shall send concurrently a copy of it to the Director together with a statement in prescribed form, the form of proxy, any other documents for use in connection with the meeting and, in the case of a management proxy circular, a copy of the notice of meeting.
 — 2018, c. 8, s. 19
2001, c. 14, s. 72Subsection 153(1) of the Act is replaced by the following:
Duty of intermediaryShares of a corporation that are registered in the name of an intermediary or their nominee and not beneficially owned by the intermediary must not be voted unless the intermediary, without delay after receipt of the prescribed documents, sends a copy of those documents to the beneficial owner and, except when the intermediary has received written voting instructions from the beneficial owner, a written request for such instructions.
 — 2018, c. 8, s. 22
2001, c. 14, s. 135 (Sch., s. 51)(E)Subsection 159(1) of the Act is replaced by the following:
Copies to shareholdersA corporation shall send, within a prescribed period, a copy of the prescribed documents relating to financial disclosure to the prescribed shareholders and other prescribed persons.
 — 2018, c. 8, s. 37
The Act is amended by adding the following after section 258.2:
ExemptionThe Director may, in the prescribed circumstances and on any conditions that the Director considers appropriate, exempt any corporation or any other person from a requirement set out in subsection 135(1), section 149 or subsection 150(1), 153(1) or 159(1) to send any notices or other documents, or classes of notices or other documents.
 — 2019, c. 29, s. 142
The Act is amended by adding the following after section 125:
Development of an approach on remunerationA prescribed corporation shall develop an approach with respect to the remuneration of the directors and employees of the corporation who are “members of senior management” as defined by regulation.
 — 2019, c. 29, s. 143, as amended by 2019, c. 29, s. 151(3)
Section 172.1 of the Act is replaced by the following:
Diversity in corporationsThe directors of a prescribed corporation shall place before the shareholders, at every annual meeting, the prescribed information respecting diversity among the directors and “members of senior management” as defined by regulation.
Information to shareholdersThe corporation shall provide the information referred to in section 172.1 to each shareholder, except to a shareholder who has informed the corporation in writing that they do not want to receive that information, by sending the information along with the notice referred to in subsection 135(1) or by making the information available along with a proxy circular referred to in subsection 150(1).Information to DirectorThe corporation shall concurrently send the information referred to in section 172.1 to the Director.
The heading before section 172.1 of the Act is replaced by the following:Disclosure Relating to Diversity, Well-being and RemunerationSection 172.2 of the Act is replaced by the following:
Information respecting well-beingThe directors of a prescribed corporation shall place before the shareholders, at every annual meeting, the prescribed information respecting the well-being of employees, retirees and pensioners.
Recovery of benefitsThe directors of a prescribed corporation shall place before the shareholders, at every annual meeting, the prescribed information respecting the recovery of incentive benefits or other benefits, which is included in the remuneration referred to in section 125, paid to directors and employees of the corporation who are “members of senior management” as defined by regulation.
Approach on remunerationThe directors of a prescribed corporation shall place before the shareholders, at every annual meeting, the approach with respect to remuneration referred to in section 125.1.Non-binding voteThe shareholders are to vote on the approach placed before them by the directors under subsection (1). The results are not binding on the corporation.Disclosure of resultsThe corporation shall disclose the results of the vote to the shareholders.
Information to shareholdersThe corporation shall provide the information referred to in sections 172.1 to 172.4 to each shareholder, except to a shareholder who has informed the corporation in writing that they do not want to receive that information, by sending the information along with the notice referred to in subsection 135(1) or by making the information available along with a proxy circular referred to in subsection 150(1).Information to DirectorThe corporation shall concurrently send the information referred to in sections 172.1 to 172.4 to the Director.
 — 2019, c. 29, s. 144
Subsection 261(1) of the Act is amended by striking out “and” at the end of paragraph (h) and by adding the following after paragraph (i):defining, for the purposes of section 172.2, the expressions “retirees” and “pensioners”; andprescribing the time and manner in which the results of the vote referred to in subsection 172.4(3) are to be disclosed to the shareholders.
2024, c. 172024-07-202024, c. 172024-06-202022, c. 102024-01-222023, c. 292024-01-222023, c. 142023-06-202018, c. 8, s. 132022-08-312018, c. 8, s. 152022-08-312018, c. 8, s. 32022-08-312018, c. 8, s. 322022-08-312018, c. 8, s. 42022-08-31