Skip to main content
;

Bill S-3

If you have any questions or comments regarding the accessibility of this publication, please contact us at accessible@parl.gc.ca.

1st Session, 41st Parliament,
60 Elizabeth II, 2011
senate of canada
BILL S-3
A third Act to harmonize federal law with the civil law of Quebec and to amend certain Acts in order to ensure that each language version takes into account the common law and the civil law
Her Majesty, by and with the advice and consent of the Senate and House of Commons of Canada, enacts as follows:
SHORT TITLE
Short title
1. This Act may be cited as the Federal Law–Civil Law Harmonization Act, No. 3.
PART 1
AMENDMENTS TO CERTAIN ACTS
R.S., c. B-6
Boards of Trade Act
2. Subsection 8(2) of the Boards of Trade Act is replaced by the following:
Body corporate
(2) The persons referred to in subsection (1) and their associates, assigns and successors, by the name and style specified in the certificate, are a body corporate, with power to acquire, sell and convey any real property or immovable necessary for the objects of the board of trade.
3. Subsection 32(3) of the Act is replaced by the following:
Three arbitrators to act
(3) When parties in a case referred to in subsection (2) agree to bind themselves to submit a matter in dispute between them to the decision of the Board of Arbitration, the submission is deemed to be made to any three members of the Board, who may, either by the special order of the Board or by virtue of any general rules adopted by the Board, or under any by-law of the corporation relating to the consideration of any cases so submitted, be appointed to hear, arbitrate and decide on the matter.
1995, c. 28
Business Development Bank of Canada Act
4. Sections 10 to 12 of the English version of the Business Development Bank of Canada Act are replaced by the following:
Officers and employees
10. The Bank may employ the officers and employees, and may hire the agents or mandataries, advisers and consultants, it considers necessary to carry out the purpose of this Act and for the proper conduct of its business and the Bank may fix the terms and conditions of their employment or hiring.
Delegation of powers and specification of duties
11. The Board may delegate power to, and specify the duties and authority of, any officer, employee or agent or mandatary of the Bank to act in all matters that are not by this Act or any by-law or resolution specifically reserved to be done by the Board or the Executive Committee.
Confidentiality
12. All directors, officers and employees of the Bank, and all agents or mandataries, advisers and consultants whose services are engaged by the Bank, must, before commencing their duties, take an oath or make a solemn affirmation of office and confidentiality in the form set out in the schedule before a commissioner of oaths or other person having authority to administer the oath or solemn affirmation in the place where it is taken or made.
5. Subsection 13(4) of the English version of the Act is replaced by the following:
Other remuneration and expenses
(4) Officers, employees, agents or mandataries, advisers and consultants are entitled to be paid by the Bank the remuneration, expenses and benefits that the Bank may determine.
2001, c. 34, s. 9(F)
6. The portion of subsection 14(5) of the Act before paragraph (b) is replaced by the following:
Acquiring and dealing with property
(5) In any circumstances in which the Bank may make a loan or investment to a person, or give a guarantee in relation to a person, under this section, the Bank may
(a) purchase or otherwise acquire real or personal property or immovables or movables including accounts receivable; and
7. Subsection 15(1) of the Act is replaced by the following:
Security
15. (1) The Bank may
(a) acquire and hold security or a security interest, including, in Quebec, a right in a security, of any kind and in any form for the due discharge of obligations under a loan, investment, guarantee or agreement that it makes or gives;
(b) surrender the security, security interest or right in the security and acquire and hold, in exchange, security or a security interest, including, in Quebec, a right in a security, of any kind and in any form;
(c) realize the security, security interest or right in the security made, acquired or held by it on the loan, investment, guarantee or agreement; and
(d) exchange, lease, sell, assign, convey or otherwise dispose of the loan, investment, guarantee, agreement, security, security interest or right in a security.
8. (1) Subsection 18(1) of the Act is replaced by the following:
Borrowing powers
18. (1) The Bank may borrow money by any means, including issuing, selling, pledging or hypothecating debt obligations of the Bank.
(2) Subsection 18(5) of the Act is replaced by the following:
Securities
(5) The Bank may pledge or hypothecate any of its assets or give deposits as security for any debt obligations issued by the Bank or as security for the due performance of its obligations under any financial management agreement.
9. Section 20 of the English version of the Act is replaced by the following:
Agreements
20. The Bank may enter into agreements with, and act as agent or mandatary for, any department or agency of the government of Canada or a province, or any other body or person, for the provision of services or programs to, on behalf of or jointly with that body or person and, subject to subsection 14(3), may deliver financial assistance on their behalf under the agreement.
10. Paragraphs 22(d) and (e) of the Act are replaced by the following:
(d) acquire and dispose of any interest or right in any entity by any means;
(e) acquire, hold, exchange, lease, sell or otherwise dispose of any interest or right in real or personal property or immovables or movables and retain and use the proceeds of disposition; and
11. Subsection 37(1) of the English version of the Act is replaced by the following:
Privileged information
37. (1) Subject to subsection (2), all information obtained by the Bank in relation to its customers is privileged and a director, officer, employee or agent or mandatary of, or adviser or consultant to, the Bank must not knowingly communicate, disclose or make available the information, or permit it to be communicated, disclosed or made available.
12. The schedule to the English version of the Act is replaced by the schedule set out in Schedule 1 to this Act.
R.S., c. C-44; 1994, c. 24, s. 1(F)
Canada Business Corporations Act
2001, c. 14, s. 1(5)
13. (1) The definitions “personal representative” and “security interest” in subsection 2(1) of the Canada Business Corporations Act are replaced by the following:
“personal representative”
« représentant personnel »
“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;
“security interest”
« sûreté »
“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;
(2) The definition “beneficial ownership” in subsection 2(1) of the English version of the Act is replaced by the following:
“beneficial ownership”
« véritable propriétaire » et « propriété effective »
“beneficial ownership” includes ownership through any trustee, legal representative, agent or mandatary, or other intermediary;
2001, c. 14, s. 1(2)(F)
(3) The definitions “mandataire”, “option d’achat” and “option de vente” in subsection 2(1) of the French version of the Act are replaced by the following:
« mandataire »
mandatary
« mandataire » Au Québec, s’entend notamment de l’ayant cause.
« option d’achat »
call
« option d’achat » Option négociable par livraison qui permet d’exiger que soit livré un nombre précis de valeurs mobilières à un prix et dans un délai déterminés. Est exclu de la présente définition l’option ou le droit d’acquérir des valeurs mobilières de la société qui l’a accordé.
« option de vente »
put
« option de vente » Option négociable par livraison qui permet de livrer un nombre précis de valeurs mobilières à un prix et dans un délai déterminés.
2001, c. 14, s. 1(3)
(4) Paragraph (c) of the definition “associate” in subsection 2(1) of the English version of the Act is replaced by the following:
(c) 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,
(5) Subsection 2(1) of the English version of the Act is amended by adding the following in alphabetical order:
“mandatary”
« mandataire »
“mandatary”, in Quebec, includes a successor;
14. Subsection 15(1) of the French version of the Act is replaced by the following:
Capacité
15. (1) La société a, sous réserve des autres dispositions de la présente loi, la capacité d’une personne physique et les droits, pouvoirs et privilèges de celle-ci.
2001, c. 14, s. 8
15. Paragraphs 18(1)(d) and (e) of the English version of the Act are replaced by the following:
(d) 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;
(e) 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; or
2001, c. 14, s. 11(1)
16. (1) Subsection 21(1.1) of the English version of the Act is replaced by the following:
Requirement for affidavit — securities register
(1.1) Any 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.
2001, c. 14, s. 11(2) and s. 135 (Sch., s. 2)(E)
(2) Subsections 21(3) and (4) of the English version of the Act are replaced by the following:
Shareholder lists
(3) Shareholders 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 lists
(4) A 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.
(3) The portion of subsection 21(5) of the English version of the Act before paragraph (a) is replaced by the following:
When supplemental lists to be provided
(5) The corporation or its agent or mandatary shall provide a supplemental list required under subsection (4)
17. The portion of subsection 22(2) of the English version of the Act before paragraph (a) is replaced by the following:
Precautions
(2) A corporation or its agents or mandataries shall take reasonable precautions to
2001, c. 14, s. 12
18. Subsection 23(2) of the English version of the Act is replaced by the following:
Validity of unsealed documents
(2) A document executed or, in Quebec, signed on behalf of a corporation is not invalid merely because a corporate seal is not affixed to it.
2001, c. 14, s. 14(1)
19. Subparagraph 26(3)(a)(ii) of the English version of the Act is replaced by the following:
(ii) 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, or
2001, c. 14, s. 17(2)
20. The portion of subsection 30(2) of the French version of the Act before paragraph (a) is replaced by the following:
Détention par la filiale des actions d’une société
(2) Sous réserve de l’article 31, au cas où une personne morale, filiale d’une société, détient des actions de la société, celle-ci doit l’obliger à disposer de ces actions, notamment par vente, au cours des cinq ans suivant la date, selon le cas :
2001, c. 14, s. 18(1)(F)
21. (1) Subsection 31(1) of the Act is replaced by the following:
Exception
31. (1) A 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.
2001, c. 14, s. 18(2)
(2) Paragraph 31(3)(a) of the Act is replaced by the following:
(a) in the subsidiary’s capacity as a personal representative, unless the subsidiary would have a beneficial interest in the shares; or
22. Subsection 32(6) of the Act is replaced by the following:
Transfer not void, voidable or null
(6) No transfer of shares by a corporation shall be void, voidable or, in Quebec, null solely because the transfer is in contravention of subsection (2).
2001, c. 14, s. 19
23. Paragraph 33(1)(a) of the Act is replaced by the following:
(a) holds the shares in the capacity of a personal representative; and
24. Section 37 of the Act is replaced by the following:
Gift or legacy of shares
37. A 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.
2001, c. 14, s. 24(F)
25. Subsections 39(11) and (12) of the French version of the Act are replaced by the following:
Acquittement
(11) Les titres de créance émis, donnés en garantie conformément au paragraphe (12) ou déposés par la société ne sont pas rachetés du seul fait de l’acquittement de la dette en cause.
Acquisition et réémission de titres de créance
(12) La société qui acquiert ses titres de créance peut soit les annuler, soit, sous réserve de tout acte de fiducie ou convention applicable, les réémettre ou les donner en garantie de l’exécution de ses obligations existantes ou futures, sous forme d’hypothèque mobilière, de gage ou de nantissement; l’acquisition, la réémission ou le fait de les donner en garantie ne constitue pas l’annulation de ces titres.
2001, c. 14, s. 27
26. Subsections 45(2) and (3) of the Act are replaced by the following:
Lien or hypothec on shares
(2) Subject 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 hypothec
(3) A corporation may enforce a lien or hypothec referred to in subsection (2) in accordance with its by-laws.
2001, c. 14, s. 135 (Sch., s. 4)(E)
27. Subsection 46(3) of the Act is replaced by the following:
Effect of sale
(3) If 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.
2001, c. 14, s. 29
28. (1) The definitions “adverse claim”, “fiduciary” and “purchaser” in subsection 48(2) of the Act are replaced by the following:
“adverse claim”
« opposition »
“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;
“fiduciary”
« représentant »
“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;
“purchaser”
« acquéreur »
“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;
(2) The definition “issuer” in subsection 48(2) of the Act is amended by striking out “or” at the end of paragraph (a) and by replacing paragraph (b) with the following:
(b) that, in Quebec, issues securities that confer directly or indirectly rights in its property, or
(c) that, elsewhere in Canada, directly or indirectly creates fractional interests in its rights or property and that issues securities as evidence of the fractional interests;
(3) Paragraph (d) of the definition “security” or “security certificate” in subsection 48(2) of the Act is replaced by the following:
(d) evidence of a share, participation or other interest or right in or obligation of a corporation;
2001, c. 14, s. 30(4)
29. (1) The portion of subsection 49(8) of the Act before paragraph (a) is replaced by the following:
Restrictions
(8) No 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:
2001, c. 14, s. 30(4)
(2) Paragraph 49(8)(b) of the Act is replaced by the following:
(b) a charge, lien or hypothec in favour of the corporation;
(3) Subsection 49(12) of the Act is replaced by the following:
Transitional
(12) If 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).
(4) Paragraph 49(16)(a) of the English version of the Act is replaced by the following:
(a) the scrip certificates become void or, in Quebec, null if not exchanged for a share certificate representing a full share before a specified date; and
30. (1) Subsection 50(2) of the English version of the Act is replaced by the following:
Central and branch registers
(2) A corporation may appoint an agent or mandatary to maintain a central securities register and branch securities registers.
(2) The portion of subsection 50(7) of the English version of the Act before paragraph (a) is replaced by the following:
Destruction of certificates
(7) A corporation, its agent or mandatary, or a trustee as defined in subsection 82(1) is not required to produce
2001, c. 14, s. 31(1)
31. (1) Paragraph 51(2)(a) of the English version of the Act is replaced by the following:
(a) the 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;
2001, c. 14, s. 31(2)
(2) Subsection 51(5) of the Act is replaced by the following:
Persons less than 18 years of age
(5) If 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.
(3) The portion of paragraph 51(7)(a) of the Act before subparagraph (ii) is replaced by the following:
(a) the 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 by
(i) the court that granted the probate or letters of administration, or the notary who prepared the minutes of the probate,
(4) Paragraph 51(7)(b) of the Act is replaced by the following:
(b) in the case of transmission by notarial will in Quebec, an authentic copy established in accordance with the laws of that province,
2001, c. 14, s. 31(3)
(5) The portion of subsection 51(8) of the Act before paragraph (a) is replaced by the following:
Excepted transmissions
(8) Despite 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 agent
2001, c. 14, s. 31(3)
(6) Paragraph 51(8)(b) of the Act is replaced by the following:
(b) reasonable 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.
32. Subsection 55(1) of the English version of the Act is replaced by the following:
Notice of defect
55. (1) Even 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.
33. Subsection 60(3) of the English version of the Act is replaced by the following:
Limitation of the purchase
(3) A purchaser acquires rights only to the extent of the interest or right purchased.
2001, c. 14, s. 135 (Sch., s. 17(4))(E)
34. Subsection 63(5) of the English version of the Act is replaced by the following:
Warranties of broker
(5) A 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.
2001, c. 14, s. 135 (Sch., s. 19(2))(E)
35. (1) Paragraph 65(1)(g) of the English version of the Act is replaced by the following:
(g) to the extent that a person described in paragraphs (a) to (f) may act through an agent or mandatary, the authorized agent or mandatary.
2001, c. 14, s. 135 (Sch., s. 19(4))(E)
(2) Subsection 65(10) of the English version of the Act is replaced by the following:
Failure of fiduciary to comply
(10) Failure 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.
36. Subsection 70(3) of the English version of the Act is replaced by the following:
Ownership of part of fungible bulk
(3) If a security is part of a fungible bulk, a purchaser of the security is the owner of a proportionate share in the fungible bulk.
37. Subsection 72(3) of the English version of the Act is replaced by the following:
Remedies
(3) The 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.
2001, c. 14, s. 33(F) and s. 135 (Sch., s. 24)(E)
38. Sections 74 and 75 of the Act are replaced by the following:
Seizure of security
74. No 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.
No liability for acts in good faith
75. An 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.
39. Paragraph 77(1)(a) of the English version of the Act is replaced by the following:
(a) if the endorsement is by an agent or mandatary, reasonable assurance of authority to sign;
40. Paragraph 78(2)(b) of the English version of the Act is replaced by the following:
(b) the 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.
41. (1) The portion of subsection 81(1) of the Act before paragraph (a) is replaced by the following:
Rights and obligations
81. (1) An 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,
(2) Subsection 81(2) of the English version of the Act is replaced by the following:
Notice to agent or mandatary
(2) Notice 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.
42. The definitions “trustee” and “trust indenture” in subsection 82(1) of the Act are replaced by the following:
“trustee”
« fiduciaire »
“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;
“trust indenture”
« acte de fiducie »
“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.
43. The heading of Part IX of the English version of the Act is replaced by the following:
RECEIVERS, RECEIVER-MANAGERS AND SEQUESTRATORS
2001, c. 14, s. 135 (Sch., s. 31)(E)
44. Section 94 of the English version of the Act is replaced by the following:
Functions of receiver or sequestrator
94. A 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.
2001, c. 14, s. 135 (Sch., s. 31)(E)
45. Sections 95 and 96 of the Act are replaced by the following:
Functions of receiver-manager
95. A 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.
Directors’ powers cease
96. If 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.
46. Sections 97 and 98 of the English version of the Act are replaced by the following:
Duty to act
97. A receiver, receiver-manager or sequestrator appointed by a court shall act in accordance with the directions of the court.
Duty under instrument or act
98. A 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.
47. The portion of section 99 of the English version of the Act before paragraph (a) is replaced by the following:
Duty of care
99. A receiver, receiver-manager or sequestrator of a corporation appointed under an instrument or act shall
2001, c. 14, s. 135 (Sch., s. 33)(E)
48. Section 100 of the English version of the Act is replaced by the following:
Directions given by court
100. On 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,
(a) an order appointing, replacing or discharging a receiver, receiver-manager or sequestrator and approving their accounts;
(b) an order determining the notice to be given to any person or dispensing with notice to any person;
(c) an order fixing the remuneration of the receiver, receiver-manager or sequestrator;
(d) 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; and
(e) an order giving directions on any matter relating to the duties of the receiver, receiver-manager or sequestrator.
2001, c. 14, s. 135 (Sch., s. 34)(E)
49. (1) The portion of section 101 of the English version of the Act before paragraph (a) is replaced by the following:
Duties of receiver, receiver-manager or sequestrator
101. A receiver, receiver-manager or sequestrator shall
2001, c. 14, s. 135 (Sch., s. 34)(E)
(2) Paragraphs 101(b) to (d) of the English version of the Act are replaced by the following:
(b) 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;
(c) 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;
(d) keep detailed accounts of all transactions carried out as receiver, receiver-manager or sequestrator;
2001, c. 14, s. 40
50. Paragraph 109(5)(c) of the English version of the Act is replaced by the following:
(c) a 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.
2001, c. 14, s. 47(2)(F) and s. 135 (Sch., s. 42(2))(E)
51. Subsection 119(5) of the Act is replaced by the following:
Subrogation of director
(5) A 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 is
(a) in Quebec, subrogated to the employee’s rights as declared in the judgment; and
(b) elsewhere in Canada, entitled to an assignment of the judgment.
2001, c. 14, s. 48
52. Paragraph 120(5)(a) of the English version of the Act is replaced by the following:
(a) relates primarily to his or her remuneration as a director, officer, employee, agent or mandatary of the corporation or an affiliate;
53. Subsection 137(6) of the French version of the Act is replaced by the following:
Immunité
(6) Ni la société ni les personnes agissant en son nom n’engagent leur responsabilité en diffusant une proposition ou un exposé en conformité avec le présent article.
2001, c. 14, s. 135 (Sch., s. 48)(E)
54. (1) The definitions “form of proxy” and “proxy” in section 147 of the English version of the Act are replaced by the following:
“form of proxy”
« formulaire de procuration »
“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;
“proxy”
« procuration »
“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;
2001, c. 14, s. 67(2)
(2) Subparagraph (a)(ii) of the definition “solicit” or “solicitation” in section 147 of the English version of the Act is replaced by the following:
(ii) 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,
2001, c. 14, s. 135 (Sch., s. 49(1))(E)
55. (1) Subsection 148(2) of the Act is replaced by the following:
Execution or signing of proxy
(2) A proxy shall be executed or, in Quebec, signed by the shareholder or by the shareholder’s personal representative authorized in writing.
2001, c. 14, s. 135 (Sch., s. 49(2))(E)
(2) The portion of paragraph 148(4)(a) of the Act before subparagraph (i) is replaced by the following:
(a) by depositing an instrument or act in writing executed or, in Quebec, signed by the shareholder or by the shareholder’s personal representative authorized in writing
(3) Subsection 148(5) of the English version of the Act is replaced by the following:
Deposit of proxies
(5) The 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.
56. Subparagraph 161(2)(b)(iii) of the English version of the Act is replaced by the following:
(iii) has 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.
2001, c. 14, s. 135 (Sch., s. 57(1))(E)
57. (1) Subsection 170(1) of the English version of the Act is replaced by the following:
Right to information
170. (1) On the demand of an auditor of a corporation, the present or former directors, officers, employees, agents or mandataries of the corporation shall provide any
(a) information and explanations, and
(b) access to records, documents, books, accounts and vouchers of the corporation or any of its subsidiaries
that 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.
2001, c. 14, s. 135 (Sch., s. 57(2))(E)
(2) Paragraph 170(2)(a) of the English version of the Act is replaced by the following:
(a) obtain 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; and
58. Paragraph 174(6)(d) of the English version of the Act is replaced by the following:
(d) 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; and
2001, c. 14, s. 93(2)
59. Paragraph 189(1)(b) of the French version of the Act is replaced by the following:
b) émettre, réémettre ou vendre les titres de créance de la société ou les donner en garantie sous forme d’hypothèque mobilière, de gage ou de nantissement;
60. (1) Paragraph 190(19)(a) of the French version of the Act is replaced by the following:
a) tous les actionnaires dissidents dont la société n’a pas acheté les actions doivent être joints comme parties à l’instance et sont liés par la décision du tribunal;
(2) Subsection 190(20) of the French version of the Act is replaced by the following:
Pouvoirs du tribunal
(20) Sur présentation de la demande prévue aux paragraphes (15) ou (16), le tribunal peut décider s’il existe d’autres actionnaires dissidents à joindre comme parties à l’instance et doit fixer la juste valeur des actions en question.
2001, c. 14, s. 99(3)
61. (1) The portion of the definition “offeror” in subsection 206(1) of the English version of the Act before paragraph (a) is replaced by the following:
“offeror”
« pollicitant »
“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,
2001, c. 14, s. 99(10)
(2) Paragraph 206(14)(a) of the French version of the Act is replaced by the following:
a) tous les pollicités dissidents qui veulent obtenir paiement et dont les actions n’ont pas été acquises par le pollicitant sont joints comme parties à l’instance et liés par la décision du tribunal;
(3) Subsection 206(15) of the French version of the Act is replaced by the following:
Pouvoirs du tribunal
(15) Avant de fixer la juste valeur des actions de tous les pollicités dissidents, le tribunal peut, sur demande présentée conformément aux paragraphes (9) ou (10), décider s’il existe d’autres pollicités dissidents à joindre comme parties à l’instance.
2001, c. 14, s. 108
62. (1) Paragraph 217(b) of the French version of the Act is replaced by the following:
b) de nommer un liquidateur et d’exiger de lui une garantie, de fixer sa rémunération et de le remplacer;
(2) Paragraph 217(k) of the French version of the Act is replaced by the following:
k) sur avis à tous les intéressés, de décharger le liquidateur de ses manquements, selon les modalités que le tribunal estime pertinentes, et de confirmer ses actes;
63. Paragraph 222(1)(e) of the English version of the Act is replaced by the following:
(e) do all acts and execute or, in Quebec, sign any documents in the name and on behalf of the corporation;
2001, c. 14, s. 111(E)
64. Subsection 223(4) of the Act is replaced by the following:
Publication
(4) A 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.
2001, c. 14, s. 135 (Sch., s. 72)(E)
65. Paragraph 226(5)(a) of the French version of the Act is replaced by the following:
a) de joindre comme partie à l’instance chaque ancien actionnaire retrouvé par le demandeur;
2001, c. 14, s. 114(1)(F) and s. 135 (Sch., s. 75)(E)
66. Subsections 235(1) and (2) of the Act are replaced by the following:
Information respecting ownership and control
235. (1) If 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 designates
(a) information that the person has or can reasonably be expected to obtain as to present and past interests or rights in the security; and
(b) the 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.
Presumption
(2) For the purposes of subsection (1), a person is deemed to have an interest or right in a security if
(a) the person has a right to vote or to acquire or dispose of the security or any interest or right in it;
(b) 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; or
(c) any 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.
2001, c. 14, s. 135 (Sch., s. 76)(E)
67. Section 236 of the Act is replaced by the following:
Solicitor-client privilege or professional secrecy
236. Nothing in this Part shall be construed as affecting solicitor-client privilege or, in Quebec, the professional secrecy of advocates and notaries.
2001, c. 14, s. 115; 2005, c. 33, s. 5(2)
68. Subsection 237.5(1.1) of the English version of the Act is replaced by the following:
Exception
(1.1) Subsection (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.
69. Subsection 242(2) of the Act is replaced by the following:
Court approval to discontinue
(2) An 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.
2001, c. 14, s. 135 (Sch., s. 81)(E)
70. Section 247 of the English version of the Act is replaced by the following:
Restraining or compliance order
247. If 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.
2001, c. 14, s. 127(2)
71. Subparagraph 262(2)(b)(iv) of the English version of the Act is replaced by the following:
(iv) send the certificate, or a copy, image or photographic, electronic or other reproduction of the certificate, to the corporation or its agent or mandatary, and




Explanatory Notes
Boards of Trade Act
Clause 2: Existing text of subsection 8(2):
(2) The persons referred to in subsection (1) and their associates, successors and assigns, by the name and style specified in the certificate, are a body corporate, with power to acquire, sell and convey any real property necessary for the objects of the board of trade.
Clause 3: Existing text of subsection 32(3):
(3) Where parties in a case referred to in subsection (2) agree to bind themselves, by bond or otherwise, to submit a matter in dispute between them to the decision of the Board of Arbitration, the submission shall be deemed to be made to any three members of the Board, who may, either by the special order of the Board or by virtue of any general rules adopted by the Board, or under any by-law of the corporation relating to the consideration of any cases so submitted, be appointed to hear, arbitrate and decide on the matter.
Business Development Bank of Canada Act
Clause 4: Existing text of sections 10 to 12:
10. The Bank may employ such officers and employees, and may engage such agents, advisers and consultants, as it considers necessary to carry out the purpose of this Act and for the proper conduct of its business and the Bank may fix the terms and conditions of their employment or engagement.
11. The Board may delegate power to, and specify the duties and authority of, any officer, employee or agent of the Bank to act in all matters that are not by this Act or any by-law or resolution specifically reserved to be done by the Board or the Executive Committee.
12. All directors, officers and employees of the Bank, and all agents, advisers and consultants whose services are engaged by the Bank, must, before entering on their duties, take an oath or make a solemn affirmation of office and confidentiality in the form set out in the schedule before a commissioner of oaths or other person having authority to administer the oath or solemn affirmation in the place where it is taken or made.
Clause 5: Existing text of subsection 13(4):
(4) Officers, employees, agents, advisers and consultants are entitled to be paid by the Bank the remuneration, expenses and benefits that the Bank may determine.
Clause 6: Relevant portion of subsection 14(5):
(5) In any circumstances where the Bank may make a loan or investment to a person, or give a guarantee in relation to a person, under this section, the Bank may
(a) purchase or otherwise acquire real or personal property, including accounts receivable; and
Clause 7: Existing text of subsection 15(1):
15. (1) The Bank may
(a) acquire and hold security or a security interest of any kind and in any form for the due discharge of obligations under a loan, investment, guarantee or agreement that it makes or gives;
(b) surrender or reconvey the security or security interest and acquire and hold, in exchange, security or a security interest of any kind and in any form;
(c) realize the security or security interest made, acquired or held by it on the loan, investment, guarantee or agreement; and
(d) exchange, lease, sell, assign, convey or otherwise dispose of the loan, investment, guarantee, agreement, security or security interest.
Clause 8: (1) Existing text of subsection 18(1):
18. (1) The Bank may borrow money by any means, including issuing and selling or pledging debt obligations of the Bank.
(2) Existing text of subsection 18(5):
(5) The Bank may pledge any of its assets or give deposits as security for any debt obligations issued by the Bank or as security for the due performance of its obligations under any financial management agreement.
Clause 9: Existing text of section 20:
20. The Bank may enter into agreements with, and act as agent for, any department or agency of the government of Canada or a province, or any other body or person, for the provision of services or programs to, on behalf of or jointly with that body or person and, subject to subsection 14(3), may deliver financial assistance on their behalf under the agreement.
Clause 10: Relevant portion of section 22:
22. The Bank may
...
(d) acquire and dispose of any interest in any entity by any means;
(e) acquire, hold, exchange, lease, sell or otherwise dispose of any interest in real or personal property and retain and use the proceeds of disposition; and
Clause 11: Existing text of subsection 37(1):
37. (1) Subject to subsection (2), all information obtained by the Bank in relation to its customers is privileged and a director, officer, employee or agent of, or adviser or consultant to, the Bank must not knowingly communicate, disclose or make available the information, or permit it to be communicated, disclosed or made available.
Canada Business Corporations Act
Clause 13: (1) to (3) Existing text of the definitions:
“beneficial ownership” includes ownership through any trustee, legal representative, agent or other intermediary;
“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;
“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 receiver, an agent, a liquidator of a succession, a guardian, a tutor, a curator, a mandatary or an attorney;
“put” means an option transferable by delivery to deliver a specified number or amount of securities at a fixed price within a specified time;
“security interest” means an interest in or charge on property of a corporation to secure payment of a debt or performance of any other obligation of the corporation;
(4) Relevant portion of the definition:
“associate”, in respect of a relationship with a person, means
...
(c) a trust or estate 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,
(5) New.
Clause 14: Existing text of subsection 15(1):
15. (1) A corporation has the capacity and, subject to this Act, the rights, powers and privileges of a natural person.
Clause 15: Relevant portions of subsection 18(1):
18. (1) No 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 that
...
(d) a person held out by a corporation as a director, an officer or an agent 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 or agent;
(e) a document issued by any director, officer or agent of a corporation with actual or usual authority to issue the document is not valid or not genuine; or
Clause 16: (1) Existing text of subsection 21(1.1):
(1.1) Any 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, accompanied by an affidavit referred to in subsection (7). On receipt of the affidavit, the corporation or its agent 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.
(2) Existing text of subsections 21(3) and (4):
(3) Shareholders 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 the affidavit referred to in subsection (7), may on application require the corporation or its agent to furnish within ten 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 ten 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.
(4) A person requiring a corporation to furnish 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 on payment of a reasonable fee to furnish 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.
(3) Relevant portion of subsection 21(5):
(5) The corporation or its agent shall furnish a supplemental list required under subsection (4)
Clause 17: Relevant portion of subsection 22(2):
(2) A corporation and its agents shall take reasonable precautions to
Clause 18: Existing text of subsection 23(2):
(2) A document executed on behalf of a corporation is not invalid merely because a corporate seal is not affixed to it.
Clause 19: Relevant portion of subsection 26(3):
(3) Despite 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 shares
(a) in exchange for
...
(ii) shares of, or another interest 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, or
Clause 20: Relevant portion of subsection 30(2):
(2) Subject 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 date
Clause 21: (1) Existing text of subsection 31(1):
31. (1) A corporation may in the capacity of a legal 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.
(2) Relevant portion of subsection 31(3):
(3) A corporation may permit any of its subsidiary bodies corporate to acquire shares of the corporation
(a) in the subsidiary’s capacity as a legal representative, unless the subsidiary would have a beneficial interest in the shares; or
Clause 22: Existing text of subsection 32(6):
(6) No transfer of shares by a corporation shall be void or voidable solely because the transfer is in contravention of subsection (2).
Clause 23: Relevant portion of subsection 33(1):
33. (1) A corporation holding shares in itself or in its holding body corporate shall not vote or permit those shares to be voted unless the corporation
(a) holds the shares in the capacity of a legal representative; and
Clause 24: Existing text of section 37:
37. A corporation may accept from any shareholder a share of the corporation surrendered to it as a gift, but may not extinguish or reduce a liability in respect of an amount unpaid on any such share except in accordance with section 38.
Clause 25: Existing text of subsections 39(11) and (12):
(11) Debt 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.
(12) Debt 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.
Clause 26: Existing text of subsections 45(2) and (3):
(2) Subject to subsection 49(8), the articles may provide that the corporation has a lien 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.
(3) A corporation may enforce a lien referred to in subsection (2) in accordance with its by-laws.
Clause 27: Existing text of subsection 46(3):
(3) Where shares are sold by a corporation under subsection (1), the owner of the shares immediately prior to the sale shall by that sale be divested of their interest 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 thereon 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 thereon and any costs of administration of a trust fund constituted under subsection 47(1) in relation thereto.
Clause 28: (1) Existing text of the definitions:
“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 in the security;
“fiduciary” means any person acting in a fiduciary capacity and includes a personal representative of a deceased person;
“purchaser” means a person who takes an interest in a security by sale, mortgage, hypothec, pledge, issue, reissue, gift or any other voluntary transaction;
(2) Relevant portion of the definition:
“issuer” includes a corporation
...
(b) that directly or indirectly creates fractional interests in its rights or property and that issues securities as evidence of such fractional interests;
(3) Relevant portion of the definition:
“security” or “security certificate” means an instrument issued by a corporation that is
...
(d) evidence of a share, participation or other interest in or obligation of a corporation;
Clause 29: (1) and (2) Relevant portion of subsection 49(8):
(8) No restriction, charge, 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, agreement or endorsement unless it or a reference to it is noted conspicuously on the security certificate :
...
(b) a charge in favour of the corporation;
(3) Existing text of subsection 49(12):
(12) If 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, agreement or endorsement for the purpose of subsection (8).
(4) Relevant portion of subsection 49(16):
(16) The directors may attach conditions to any scrip certificates issued by a corporation, including conditions that
(a) the scrip certificates become void if not exchanged for a share certificate representing a full share before a specified date; and
Clause 30: (1) Existing text of subsection 50(2):
(2) A corporation may appoint an agent to maintain a central securities register and branch securities registers.
(2) Relevant portion of subsection 50(7):
(7) A corporation, its agent or a trustee defined in subsection 82(1) is not required to produce
Clause 31: (1) Relevant portion of subsection 51(2):
(2) Notwithstanding 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 is
(a) the heir of a deceased security holder, or the personal representative of the heirs, or the personal representative of the estate of a deceased security holder;
(2) Existing text of subsection 51(5):
(5) If a person who is less than eighteen years of age exercises any rights of ownership in the securities of a corporation, no subsequent repudiation or avoidance is effective against the corporation.
(3) and (4) Relevant portion of subsection 51(7):
(7) Subject 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 agent
(a) the original grant of probate or of letters of administration, or a copy thereof certified to be a true copy by
(i) the court that granted the probate or letters of administration,
...
(b) in the case of transmission by notarial will in the Province of Quebec, a copy thereof authenticated pursuant to the laws of that Province,
(5) and (6) Relevant portion of subsection 51(8):
(8) Despite 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 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 agent
...
(b) reasonable proof of the governing laws, of the deceased holder’s interest in the security and of the right of the personal representative or the person designated by the personal representative to become the registered holder.
Clause 32: Existing text of subsection 55(1):
55. (1) Even 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 therein by reference to another instrument, 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, notwithstanding that the security expressly states that a person accepting it admits such notice.
Clause 33: Existing text of subsection 60(3):
(3) A purchaser of a limited interest acquires rights only to the extent of the interest purchased.
Clause 34: Existing text of subsection 63(5):
(5) A broker gives to a customer, to the issuer and 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 are in addition to warranties given by the customer and warranties given in favour of the customer.
Clause 35: (1) Relevant portion of subsection 65(1):
65. (1) In this section, “appropriate person” means
...
(g) to the extent that a person described in paragraphs (a) to (f) may act through an agent, the authorized agent.
(2) Existing text of subsection 65(10):
(10) Failure of a fiduciary to comply with a controlling instrument 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.
Clause 36: Existing text of subsection 70(3):
(3) If a security is part of a fungible bulk, a purchaser of the security is the owner of a proportionate interest in the fungible bulk.
Clause 37: Existing text of subsection 72(3):
(3) The right to reclaim possession of a security may be specifically enforced, its transfer may be restrained and the security may be impounded pending litigation.
Clause 38: Existing text of sections 74 and 75:
74. No seizure of a security or other interest evidenced thereby is effective until the person making the seizure obtains possession of the security.
75. An agent or bailee who in good faith, including observance of reasonable commercial standards if the agent or 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 is not liable for conversion or for participation in breach of fiduciary duty although the principal has no right to dispose of them.
Clause 39: Relevant portion of subsection 77(1):
77. (1) An 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 requiring
(a) if the endorsement is by an agent, reasonable assurance of authority to sign;
Clause 40: Relevant portion of subsection 78(2):
(2) An 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 either
...
(b) the 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 of the issuer from any loss that may be incurred by any of them as a result of complying with the adverse claim.
Clause 41: (1) Relevant portion of subsection 81(1):
81. (1) An authenticating trustee, registrar, transfer agent or other agent of an issuer has, in respect of the issue, registration of transfer and cancellation of a security of the issuer,
(2) Existing text of subsection 81(2):
(2) Notice to an authenticating trustee, registrar, transfer agent or other agent of an issuer is notice to the issuer with respect to the functions performed by the agent.
Clause 42: Existing text of the definitions:
“trustee” means any person appointed as trustee under the terms of a trust indenture to which a corporation is a party and includes any successor trustee;
“trust indenture” means any deed, indenture or other instrument, including any supplement or amendment thereto, 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 issued thereunder.
Clause 43: Existing text of the heading:
RECEIVERS AND RECEIVER-MANAGERS
Clause 44: Existing text of section 94:
94. A receiver of any property of a corporation may, subject to the rights of secured creditors, receive the income from the property and pay the liabilities connected with the property and realize the security interest of those on behalf of whom the receiver is appointed, but, except to the extent permitted by a court, the receiver may not carry on the business of the corporation.
Clause 45: Existing text of sections 95 and 96:
95. A receiver of a corporation who is also appointed 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 is appointed.
96. If a receiver-manager is appointed by a court or under an instrument, the powers of the directors of the corporation that the receiver-manager is authorized to exercise may not be exercised by the directors until the receiver-manager is discharged.
Clause 46: Existing text of sections 97 and 98:
97. A receiver or receiver-manager appointed by a court shall act in accordance with the directions of the court.
98. A receiver or receiver-manager appointed under an instrument shall act in accordance with that instrument and any direction of a court made under section 100.
Clause 47: Relevant portion of section 99:
99. A receiver or receiver-manager of a corporation appointed under an instrument shall
Clause 48: Existing text of section 100:
100. On an application by a receiver or receiver-manager, whether appointed by a court or under an instrument, 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,
(a) an order appointing, replacing or discharging a receiver or receiver-manager and approving their accounts;
(b) an order determining the notice to be given to any person or dispensing with notice to any person;
(c) an order fixing the remuneration of the receiver or receiver-manager;
(d) an order requiring the receiver or receiver-manager, or a person by or on behalf of whom the receiver or receiver-manager is appointed, to make good any default in connection with the receiver’s or receiver-manager’s custody or management of the property and business of the corporation, or to relieve any such person from any default on such terms as the court thinks fit, and to confirm any act of the receiver or receiver-manager; and
(e) an order giving directions on any matter relating to the duties of the receiver or receiver-manager.
Clause 49: (1) and (2) Relevant portion of section 101:
101. A receiver or receiver-manager shall
...
(b) take into their custody and control the property of the corporation in accordance with the court order or instrument under which they are appointed;
(c) open and maintain a bank account in their name as receiver or receiver-manager of the corporation for the moneys of the corporation coming under their control;
(d) keep detailed accounts of all transactions carried out as receiver or receiver-manager;
Clause 50: Relevant portion of subsection 109(5):
(5) Subsection (4) does not apply to
...
(c) a trustee in bankruptcy, receiver, receiver-manager 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.
Clause 51: Existing text of subsection 119(5):
(5) Where a director pays a debt referred to in subsection (1) that is proved in liquidation and dissolution or bankruptcy proceedings, the director is entitled to any preference that the employee would have been entitled to, and where a judgment has been obtained, the director is entitled to an assignment of the judgment.
Clause 52: Relevant portion of subsection 120(5):
(5) A 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 transaction unless the contract or transaction
(a) relates primarily to his or her remuneration as a director, officer, employee or agent of the corporation or an affiliate;
Clause 53: Existing text of subsection 137(6):
(6) No corporation or person acting on its behalf incurs any liability by reason only of circulating a proposal or statement in compliance with this section.
Clause 54: (1) Existing text of the definitions:
“form of proxy” means a written or printed form that, on completion and execution by or on behalf of a shareholder, becomes a proxy;
“proxy” means a completed and executed 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;
(2) Relevant portion of the definition:
“solicit” or “solicitation”
(a) includes
...
(ii) a request to execute or not to execute a form of proxy or to revoke a proxy,
Clause 55: (1) Existing text of subsection 148(2):
(2) A proxy shall be executed by the shareholder or by the shareholder’s attorney authorized in writing.
(2) Relevant portion of subsection 148(4):
(4) A shareholder may revoke a proxy
(a) by depositing an instrument in writing executed by the shareholder or by the shareholder’s attorney authorized in writing
(3) Existing text of subsection 148(5):
(5) The directors may specify in a notice calling a meeting of shareholders a time not exceeding forty-eight hours, excluding Saturdays and holidays, preceding the meeting or an adjournment thereof before which time proxies to be used at the meeting must be deposited with the corporation or its agent.
Clause 56: Relevant portion of subsection 161(2):
(2) For the purposes of this section,
...
(b) a person is deemed not to be independent if he or his business partner
...
(iii) has been a receiver, receiver-manager, liquidator or trustee in bankruptcy of the corporation or any of its affiliates within two years of his proposed appointment as auditor of the corporation.
Clause 57: (1) Existing text of subsection 170(1):
170. (1) On the demand of an auditor of a corporation, the present or former directors, officers, employees or agents of the corporation shall furnish such
(a) information and explanations, and
(b) access to records, documents, books, accounts and vouchers of the corporation or any of its subsidiaries
as 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 or agents are reasonably able to furnish.
(2) Relevant portion of subsection 170(2):
(2) On the demand of the auditor of a corporation, the directors of the corporation shall
(a) obtain from the present or former directors, officers, employees and agents of any subsidiary of the corporation the information and explanations that the present or former directors, officers, employees and agents are reasonably able to furnish and that are, in the opinion of the auditor, necessary to enable the auditor to make the examination and report required under section 169; and
Clause 58: Relevant portion of subsection 174(6):
(6) Subject 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 prescribing
...
(d) 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 to rely on such disclosure and the effects of such reliance; and
Clause 59: Relevant portion of subsection 189(1):
189. (1) Unless 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,
...
(b) issue, reissue, sell, pledge or hypothecate debt obligations of the corporation;
Clause 60: (1) Relevant portion of subsection 190(19):
(19) On an application to a court under subsection (15) or (16),
(a) 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; and
(2) Existing text of subsection 190(20):
(20) On 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.
Clause 61: (1) Relevant portion of the definition:
“offeror” means a person, other than an agent, who makes a take-over bid, and includes two or more persons who, directly or indirectly,
(2) Relevant portion of subsection 206(14):
(14) On an application under subsection (9) or (10)
(a) 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; and
(3) Existing text of subsection 206(15):
(15) On 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.
Clause 62: (1) and (2) Relevant portion of section 217:
217. In 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,
...
(b) an order appointing a liquidator, with or without security, fixing the liquidator’s remuneration and replacing a liquidator;
...
(k) 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;
Clause 63: Relevant portion of subsection 222(1):
222. (1) A liquidator may
...
(e) do all acts and execute any documents in the name and on behalf of the corporation;
Clause 64: Existing text of subsection 223(4):
(4) A 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 or fidelity bond 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.
Clause 65: Relevant portion of subsection 226(5):
(5) A 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 may
(a) add as a party to the proceedings each person who was a shareholder found by the plaintiff;
Clause 66: Existing text of subsections 235(1) and (2):
235. (1) If 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 in the security or acts or has acted on behalf of a person with such an interest to report to him or her or to any person the Director designates
(a) information that such person has or can reasonably be expected to obtain as to present and past interests in the security; and
(b) the names and addresses of the persons so interested and of any person who acts or has acted in relation to the security on behalf of the persons so interested.
(2) For the purposes of subsection (1), a person is deemed to have an interest in a security if
(a) the person has a right to vote or to acquire or dispose of the security or any interest therein;
(b) the person’s consent is necessary for the exercise of the rights or privileges of any other person interested in the security; or
(c) any other person interested 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.
Clause 67: Existing text of section 236:
236. Nothing in this Part shall be construed as affecting solicitor-client privilege.
Clause 68: Existing text of subsection 237.5(1.1):
(1.1) Subsection (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 or receiver of a body corporate.
Clause 69: Existing text of subsection 242(2):
(2) An application made or an action brought or intervened in under this Part shall not be stayed, discontinued, settled or dismissed for want of prosecution without the approval of the court given on such terms as the court thinks fit and, if the court determines that the interests of any complainant may be substantially affected by such stay, discontinuance, settlement or dismissal, the court may order any party to the application or action to give notice to the complainant.
Clause 70: Existing text of section 247:
247. If a corporation or any director, officer, employee, agent, auditor, trustee, receiver, receiver-manager or liquidator of a corporation does not comply with this Act, the regulations, articles, 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 thereof, and on such application the court may so order and make any further order it thinks fit.
Clause 71: Relevant portion of subsection 262(2):
(2) Where this Act requires that articles or a statement relating to a corporation be sent to the Director,
...
(b) on receiving the articles or statement in the form that the Director fixes, any other required documents and the required fees, the Director shall
...
(iv) send the certificate, or a copy, image or photographic, electronic or other reproduction of the certificate, to the corporation or its agent, and