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May 28, 2024 · An Act to amend the Canada Business Corporations Act, the Canada Cooperatives Act, the Canada Not-for-profit Corporations Act and the Competition Act (Bill C-25, assented to 2018-05-01)
- Sor/2001-512
Her Excellency the Governor General in Council, on the...
- Minister Designation Order
Minister Designation Order (Canada Business Corporations...
- Determining That Telesat Canada Need Not Apply for a Certificate of Continuance Under The Act
His Excellency the Governor General in Council, on the...
- LRC 1985, C C-44
Contient toute l'information reliée à cette législation sur...
- SC 2001, C 14
Access all information related to this legislation on...
- RSO 1990, C B.16
“non-resident corporation” means a corporation incorporated...
- Sor/2001-512
- Interpretation
- Part 1General
- Part 2Corporate Names
- T 2.1Individuals with Significant Control
- Part 3Corporate Interrelationships
- Part 4Insider Trading
- Part 5Meetings of Shareholders
- Part 6Shareholder Proposals
- Part 7Proxies and Proxy Solicitation
- Part 8Financial Disclosure
1 In these Regulations, Act means the Canada Business Corporations Act. 1. 2 (1) For the purpose of the definition distributing corporation in subsection 2(1) of the Act and subject to subsection (2), distributing corporation means 1.1. (a) a corporation that is a reporting issuerunder any legislation that is set out in column 2 of an item of Sched...
4 [Repealed, SOR/2010-128, s. 3] 1. 5 (1) [Repealed, SOR/2022-40, s. 3] 2. (2) [Repealed, SOR/2010-128, s. 4]
Interpretation
1. 17 (1) The following definitions apply in this Part. corporate name 1.1. corporate name[Repealed, SOR/2022-40, s. 5] deceptively misdescriptive 1.1. deceptively misdescriptive means, in respect of a corporate name, that the name is likely to mislead the public, in any language, with respect to any of the following: 1.1.1. (a)the business, goods or services in association with which it is proposed to be used; 1.1.2. (b)the conditions under which the goods or services will be produced or sup...
Confusing Names
1. (a)a trademark or an official mark if it is the same as that trademark or official mark or if the use of both the corporate name and either the trademark or the official mark, as the case may be, is likely to lead to the inference that the business carried on or intended to be carried on under the corporate name and the business connected with the trademark or official mark, as the case may be, are one business, whether or not the nature of the business of each is generally the same; or 2....
General Prohibitions
1. (a)“cooperative”, “coopérative” or “co-op” when it connotes a cooperative venture; 2. (b) “Parliament Hill” or “Colline du Parlement”; 3. (c) “Royal Canadian Mounted Police”, “Gendarmerie royale du Canada”, “RCMP” or “GRC”; and 4. (d) “United Nations”, “Nations Unies”, “UN” or “ONU”, if it connotes a relationship to the United Nations. 1. (a) carries on business under royal, vice-regal or governmental patronage, approval or authority, unless Her Majesty or a person, society, authority or o...
33 (1) For the purpose of subsection 21.1(2) of the Act, reasonable steps taken by a corporation include sending a request for information(2) The corporation shall request that a person referred to in subsection (1) provide the corporation with the following information as soon as feasible and to the best of their knowledge:Interpretation
delivery shares 1. delivery shares means shares issued by a corporation to a particular subsidiary for the purpose of an acquisition made under subsection 31(4) of the Act. (actions remises) particular subsidiary 1. particular subsidiary means a subsidiary body corporate referred to in subsection 31(4) of the Act. (filiale donnée)
Prescribed Conditions
1. (a)the consideration received by the corporation for the delivery shares is equal to the fair market value of those shares at the time of their issuance; 2. (b) the class of shares of which the delivery shares are a part is widely held and shares of that class are actively traded on any of the following stock exchanges in Canada, namely, 2.1. (i)the Canadian Venture Exchange, 2.2. (ii)The Montreal Exchange, or 2.3. (iii)the Toronto Stock Exchange; 3. (c) the sole purpose of effecting the a...
(a)entered into the purchase or sale as an agent or mandatary pursuant to a specific unsolicited order to purchase or sell;(b)made the purchase or sale pursuant to participation in an automatic dividend reinvestment plan, share purchase plan or other similar automatic plan that the insider entered into before the acqui...(c)made the purchase or sale to fulfil a legally binding obligation that the insider entered into before the acquisition of the confidential information; or(d)purchased or sold the security as agent, mandatary or trustee in the circumstances described in paragraph (b) or (c).Record Date
1. 43 (1) For the purpose of paragraphs 134(1)(a), (b) and (e) of the Act, the prescribed period for the directors to fix the record date is not more than 60 days before the day on which the particular action is to be taken. 2. (2) For the purposes of paragraphs 134(1)(c) and (d) of the Act, the prescribed period for the directors to fix the record date is not less than 21 days and not more than 60 days before the date of the meeting. 3. (3) For the purpose of subsection 134(3) of the Act, th...
Communication Facilities
1. 45 (1) For the purpose of subsection 141(3) of the Act, when a vote is to be taken at a meeting of shareholders, the voting may be carried out by means of a telephonic, electronic or other communication facility, if the facility 1.1. (a)enables the votes to be gathered in a manner that permits their subsequent verification; and 1.2. (b)permits the tallied votes to be presented to the corporation without it being possible for the corporation to identify how each shareholder or group of shar...
(a) the prescribed number of shares is the number of voting shares(b)the prescribed period is the six-month period immediately before the day on which the shareholder submits the proposal.Form of Proxy
1. 54.1 (1) For the purpose of subsection 149(1) of the Actand subject to subsection (2), a form of proxy shall be in a form that complies with the requirements set out in section 9.4 of NI 51-102. 2. (2) In the case of a vote by shareholders that occurs in the circumstances described in subsection 106(3.4) of the Act, 2.1. (a)paragraph 6 of section 9.4 of NI 51-102 is to be read without reference to the election of directors; and 2.2. (b)the form of proxy shall allow the shareholder to speci...
Management Proxy Circular
1. 55 (1)Subject to subsection (3), a management proxy circular shall be in the form provided for in Form 51-102F5 (Information Circular) of NI 51-102, which form, in the circumstances described in Item 8 of Part 2 of that Form, includes the statement referred to in that Item. 2. (2) A management proxy circular shall also set out the following: 2.1. (a)the percentage of votes required for the approval of any matter that is to be submitted to a vote of shareholders at the meeting, other than t...
Dissident’s Proxy Circular
1. 57 (1)A dissident’s proxy circular shall be in the form provided for in Form 51-102F5 (Information Circular) of NI 51-102, which form, in the circumstances described in Item 8 of Part 2 of that Form, includes the statement referred to in that Item. 2. (2)A dissident’s proxy circular for a non-distributing corporation is not required to set out the information provided for in Part 1(c) or Item 9, 10 or 16 of Part 2 of Form 51-102F5 (Information Circular) of NI 51-102, or the statement refer...
Interpretation
Canadian GAAP 1. Canadian GAAP means generally accepted accounting principles as set out in the CPA Canada Handbook – Accounting or the CPA Canada Public Sector Accounting Handbook, as amended from time to time. (PCGR canadiens) Canadian GAAS 1. Canadian GAAS means generally accepted auditing standards as set out in the CPA Canada Handbook – Assurance, as amended from time to time. (NVGR canadiennes) NI 52-107 1. NI 52-107 means National Instrument 52-107 of the Canadian Securities Administra...
Financial Statements
1. 71 (1) Subject to subsection (2), the annual financial statements referred to in paragraph 155(1)(a) of the Actshall be prepared in accordance with Canadian GAAP. 2. (2)For an SEC registrant, the financial statements may be prepared in accordance with US GAAP. 3. (3) to (6) [Repealed, SOR/2016-98, s. 2] 4. (7)The financial statements shall contain a note stating whether the statements have been prepared in accordance with Canadian GAAP or US GAAP. 5. (8) [Repealed, SOR/2016-98, s. 2]
Auditor’s Report
1. 71.1 (1) Subject to subsection (2), the auditor’s report referred to in section 169 of the Actshall be prepared in accordance with Canadian GAAS. 2. (2)For an SEC registrant that has prepared its financial statements in accordance with US GAAP and whose auditors are in compliance with the professional practice standards of the Public Company Accounting Oversight Board of the United States, the auditor’s report may be prepared in accordance with US GAAS. 3. (3) [Repealed, SOR/2016-98, s. 3]...
Dec 9, 2014 · “non-resident corporation” means a corporation incorporated in Canada before the 27th day of April, 1965, and that is not deemed to be resident in Canada for the purposes of the Income Tax Act (Canada) by subsection 250 (4) of that Act; (“société non résidente”)
(4) For the purposes of this Act, a corporation is the holding corporation of a corporation that is its subsidiary. (5) For the purposes of this Act, a corporation is a wholly owned subsidiary of another corporation if all of the issued shares of the first corporation are held by one or both of (a) that other corporation, and
Table of Contents. Canada Business Corporations Act. 1 - Short Title. 2 - PART I - Interpretation and Application. 2 - Interpretation. 3 - Application. 4 - Purposes of Act. 5 - PART II - Incorporation. 15 - PART III - Capacity and Powers.
Automatically cross-referenced and annotated version of the Canada Business Corporations Act: An Act respecting Canadian business corporations.
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4 The 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 ...
