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First Session, Forty-second Parliament,
64-65 Elizabeth II, 2015-2016
HOUSE OF COMMONS OF CANADA
BILL C-25
An Act to amend the Canada Business Corporations Act, the Canada Cooperatives Act, the Canada Not-for-profit Corporations Act and the Competition Act
FIRST READING, September 28, 2016
MINISTER OF INNOVATION, SCIENCE AND ECONOMIC DEVELOPMENT
90809


SUMMARY
Part 1 amends the Canada Business Corporations Act, the Canada Cooperatives Act and the Canada Not-for-profit Corporations Act to, among other things,
(a)reform some aspects of the process for electing directors of certain corporations and cooperatives;
(b)modernize communications between corporations or cooperatives and their shareholders or members;
(c)clarify that corporations and cooperatives are prohibited from issuing share certificates and warrants, in bearer form; and
(d)require certain corporations to place before the shareholders, at every annual meeting, information respecting diversity among directors and the members of senior management.
Part 2 amends the Competition Act to expand the concept of affiliation to a broader range of business organizations.
Available on the Parliament of Canada Web Site at the following address:
http://www.parl.gc.ca


TABLE OF PROVISIONS
An Act to amend the Canada Business Corporations Act, the Canada Cooperatives Act, the Canada Not-for-profit Corporations Act and the Competition Act
PART 1
Corporate Governance
Canada Business Corporations Act
1
Canada Cooperatives Act
47
Canada Not-for-profit Corporations Act
96
Coming into Force
108
Order in council
PART 2
Application of the Competition Act to Other Entities
Competition Act
109


1st Session, 42nd Parliament,
64-65 Elizabeth II, 2015-2016
HOUSE OF COMMONS OF CANADA
BILL C-25
An Act to amend the Canada Business Corporations Act, the Canada Cooperatives Act, the Canada Not-for-profit Corporations Act and the Competition Act
Her Majesty, by and with the advice and consent of the Senate and House of Commons of Canada, enacts as follows:
PART 1
Corporate Governance
R.‍S.‍, c. C-44; 1994, c. 24, s. 1(F)
Canada Business Corporations Act
1Subsection 2(1) of the Canada Business Corporations Act is amended by adding the following in alphabetical order:
incapable, in respect of an individual, means that the individual is found, under the laws of a province, to be unable, other than by reason of minority, to manage their property or is declared to be incapable by any court in a jurisdiction outside Canada; (incapable)
prior legislation means the various Acts of Parliament that were in force prior to the coming into force of this Act and that applied to the incorporation of federal companies under those Acts, other than any financial institution as defined in section 2 of the Bank Act; (législation antérieure)
2Section 5 of the Act is replaced by the following:
Incorporators
5(1)One or more individuals or bodies corporate may incorporate a corporation by signing articles of incorporation and complying with section 7.
Individuals
(2)An individual may incorporate a corporation only if that individual
(a)is not less than 18 years of age;
(b)is not incapable; or
(c)does not have the status of bankrupt.
3Subsection 11(1) of the Act is replaced by the following:
Reserving name
11(1)The Director may, on request, reserve for a prescribed period a name for an intended corporation or for a corporation that intends to change its name.
1994, c. 24, s. 7(1)
4(1)Subsections 12(1) and (2) of the Act are replaced by the following:
Prohibited names
12(1)A corporation shall not be incorporated or continued as a corporation under this Act with, change its name to, or have, carry on business under or identify itself by a name that is prohibited by the regulations or that does not meet the prescribed requirements.
Directing change of name
(2)The Director may direct a corporation to change its name in accordance with section 173 if, through inadvertence or otherwise, the corporation acquires a name that is prohibited by the regulations or that does not meet the prescribed requirements.
1994, c. 24, s. 7(3)
(2)Subsection 12(5) of the Act is replaced by the following:
Revoking name
(5)If a corporation has not followed a directive under subsection (2), (4) or (4.‍1) within the prescribed period, the Director may revoke the name of the corporation and assign a name to it and, until changed in accordance with section 173, the name of the corporation is the name assigned by the Director.
2001, c. 14, s. 6
5Section 13 of the French version of the Act is replaced by the following:
Certificat de modification
13(1)En cas de changement de dénomination sociale au titre du paragraphe 12(5), le directeur délivre un certificat de modification indiquant la nouvelle dénomination sociale et publie, dans les meilleurs délais, un avis du changement dans une publication destinée au grand public.
Effet du certificat
(2)Les statuts de la société sont modifiés en conséquence à compter de la date précisée dans le certificat de modification.
2001, c. 14, s. 9
6Subsection 19(2) of the French version of the Act is replaced by the following:
Avis
(2)Avis du lieu où est maintenu le siège social est envoyé au directeur, en la forme établie par lui, avec les clauses pertinentes des statuts désignant ou modifiant la province où le siège social est situé.
7The Act is amended by adding the following after section 29:
Restriction regarding bearer shares
29.‍1(1)Despite section 29, a corporation shall not issue, in bearer form, a certificate, warrant or other evidence of a conversion privilege, option or right to acquire a share of the corporation.
Replacement
(2)A corporation shall, on the request of a holder of a certificate, warrant or other evidence of a conversion privilege, option or right to acquire a share of the corporation that is in bearer form and that was issued before the coming into force of this section, issue in exchange to that holder, in registered form, a certificate, warrant or other evidence, as the case may be.
8Subsection 49(15) of the Act is replaced by the following:
Fractional share
(15)A corporation may issue for each fractional share, a certificate in registered form or scrip certificates in registered form that entitle the holder to receive a certificate for a full share in exchange for scrip certificates equalling a full share.
Replacement
(15.‍1)On the request of a holder of a certificate for a fractional share or of a scrip certificate, a corporation shall, if the certificate is in bearer form and was issued before the coming into force of this subsection, issue in exchange to that holder, in registered form, a certificate for a fractional share or a scrip certificate, as the case may be.
2001, c. 14, s. 31(1)
9Paragraph 51(2)‍(b) of the English version of the Act is replaced by the following:
(b)a personal representative of a registered security holder who is an infant, an incapable person or a missing person; or
2001, c. 14, s. 135 (Sch.‍, s. 10)‍(E)
10Section 54 of the Act is replaced by the following:
Securities fungible
54Unless otherwise agreed and subject to the provisions of this Act, of any other applicable Act of Parliament, of any applicable Act of the legislature of a province or of any applicable regulation made under any such Act or to any applicable stock exchange rule, a person required to deliver securities may deliver any security of the specified issue.
2001, c. 14, s. 32(E)
11Paragraph 65(1)‍(d) of the Act is replaced by the following:
(d)if a person described in paragraph (a) is an individual and is without capacity to act by reason of death, minority or incapability, the person’s fiduciary;
12Paragraph 105(1)‍(b) of the Act is replaced by the following:
(b)anyone who is incapable;
13(1)Subsection 106(3) of the Act is replaced by the following:
Election of directors
(3)Subject to subsection (3.‍1) and paragraph 107(b), shareholders of a corporation shall, by ordinary resolution at the first meeting of shareholders and at each succeeding annual meeting at which an election of directors is required, elect directors to hold office for a term ending not later than the close of the third annual meeting of shareholders following the election.
Election of directors — distributing corporations
(3.‍1)Subject to paragraph 107(b), shareholders of a distributing corporation shall, by ordinary resolution at the first meeting of shareholders and at each succeeding annual meeting at which an election of directors is required, elect directors to hold office for a term ending not later than the close of the next annual meeting of shareholders following the election.
Exceptions — certain distributing corporations
(3.‍2)Despite subsection (3.‍1), in the case of any prescribed class of distributing corporations or in any prescribed circumstances respecting distributing corporations or classes of distributing corporations, the directors are to be elected in accordance with subsection (3).
Separate vote for each candidate
(3.‍3)If the election of directors is for a prescribed corporation, a separate vote of shareholders shall be taken with respect to each candidate nominated for director.
Majority voting
(3.‍4)If, at a meeting of shareholders of a distributing corporation — other than in the case of a prescribed class of distributing corporations — at which an election of directors is required, there is only one candidate nominated for each position available on the board, each candidate is elected only if the number of votes cast in their favour represents a majority of the votes cast for and against them by the shareholders who are present in person or represented by proxy, unless the articles require a greater number of votes.
2001, c. 14, s. 38(2)
(2)Subsections 106(6) to (8) of the Act are replaced by the following:
Incumbent directors
(6)Despite subsections (2), (3) to (3.‍2) and (5), if directors are not elected at a meeting of shareholders, the incumbent directors continue in office until their successors are elected.
Vacancy
(7)If, for either of the following reasons, a meeting of shareholders fails to elect the number or the minimum number of directors required by the articles, the directors elected at that meeting may exercise all the powers of the directors if the number of directors so elected constitutes a quorum:
(a)a lack of consent, disqualification under subsection 105(1) or the death of any candidates; or
(b)a lack of a majority referred to in subsection (3.‍4).
Appointment of directors
(8)The directors may, unless the articles otherwise provide, appoint one or more additional directors, who shall hold office for a term ending not later than the close of the next annual meeting of shareholders, but the total number of directors so appointed shall not exceed one third of the number of directors elected at the previous annual meeting of shareholders.
Exception
(8.‍1)If a candidate was not elected during an election held in accordance with subsection (3.‍4), the candidate is not to be appointed, except in prescribed circumstances, as a director under subsection (8) or 111(1) before the next meeting of shareholders at which an election of directors is required.
2001, c. 14, s. 52(3)
14The definition regroupement d’entreprises in subsection 126(1) of the French version of the Act is replaced by the following:
regroupement d’entreprises Acquisition de la totalité ou de la quasi-totalité des biens d’une personne morale par une autre, fusion de personnes morales ou réorganisation similaire mettant en cause des personnes morales.‍ (business combination)
2001, c. 14, s. 59(3)
15Paragraph 137(5)‍(a) of the Act is replaced by the following:
(a)the proposal is not submitted to the corporation within the prescribed period;
2001, c. 14, s. 60
16Subsection 138(3) of the English version of the Act is replaced by the following:
Voting list — if no record date fixed
(3)If a record date for voting is not fixed under paragraph 134(1)‍(d), the corporation shall prepare, not later than 10 days after the record date that is fixed under paragraph 134(1)‍(c) or not later than the record date that is established under paragraph 134(2)‍(a), as the case may be, an alphabetical list of shareholders who are entitled to vote as of the record date that shows the number of shares held by each shareholder.
1992, c. 1, s. 54
17Subsection 150(1) of the Act is replaced by the following:
Soliciting proxies
150(1)A person shall not solicit proxies unless a proxy circular, in the prescribed form, is sent to the auditor of the corporation, to each shareholder whose proxy is solicited, to each director and, in the case set out in paragraph (b), to the corporation as follows:
(a)in the case of solicitation by or on behalf of the management of a corporation, a management proxy circular, either as an appendix to or as a separate document accompanying the notice of the meeting; or
(b)in the case of any other solicitation, a dissident’s proxy circular stating the purposes of the solicitation.
2001, c. 14, s. 70
18(1)Subsection 151(1) of the Act is replaced by the following:
Exemption
151(1)On the application of an interested person, the Director may exempt the person, on any terms that the Director thinks fit, from any of the requirements of section 149 or subsection 150(1) or 153(1). The exemption may have retroactive effect.
2001, c. 14, s. 70
(2)Subsection 151(2) of the Act is repealed.
2001, c. 14, s. 72
19Subsection 153(1) of the Act is replaced by the following:
Duty of intermediary
153(1)Shares of a corporation that are registered in the name of an intermediary or their nominee and not beneficially owned by the intermediary must not be voted unless the intermediary, without delay after receipt of the prescribed documents, sends a copy of those documents to the beneficial owner and, except when the intermediary has received written voting instructions from the beneficial owner, a written request for such instructions.
20The portion of subsection 155(1) of the Act before subparagraph (a)‍(i) is replaced by the following:
Annual financial statements
155(1)The directors of a corporation shall place before the shareholders at every annual meeting
(a)prescribed comparative financial statements that conform to any prescribed requirements and relate separately to
2001, c. 14, s. 74
21Section 156 of the Act is replaced by the following:
Application for exemption
156On the application of a corporation, the Director may exempt the corporation, on any terms that the Director thinks fit, from any requirement set out in section 155 or any of sections 157 to 160, if the Director reasonably believes that the detriment that may be caused to the corporation by the requirement outweighs its benefit to the shareholders or, in the case of a distributing corporation, to the public.
2001, c. 14, s. 135 (Sch.‍, s. 51)‍(E)
22Subsection 159(1) of the Act is replaced by the following:
Copies to shareholders
159(1)A corporation shall send, within a prescribed period, a copy of the prescribed documents relating to financial disclosure to the prescribed shareholders and other prescribed persons.
23The portion of paragraph 161(2)‍(b) of the English version of the Act before subparagraph (i) is replaced by the following:
(b)a person is deemed not to be independent if they or their business partner
24The Act is amended by adding the following after section 172:
PART XIV.‍1
Disclosure Relating to Diversity
Diversity in corporations
172.‍1(1)The directors of a prescribed corporation shall place before the shareholders, at every annual meeting, the prescribed information respecting diversity among the directors and among the members of senior management as defined by regulation.
Information to shareholders and Director
(2)The corporation shall send the information referred to in subsection (1), along with the notice referred to in subsection 135(1), to each shareholder, except to a shareholder who has informed the corporation in writing that they do not want to receive that information. The corporation shall concurrently send the information to the Director.
2001, c. 14, s. 135 (Sch.‍, s. 61)‍(E)
25Subsections 187(8) and (9) of the Act are replaced by the following:
Issued shares
(8)Subject to subsections (9) and49(8), a share of a body corporate issued before the body corporate was continued under this Act is deemed to have been issued in compliance with this Act and with the provisions of the articles of continuance irrespective of whether the share is fully paid and irrespective of any designation, rights, privileges, restrictions or conditions set out on or referred to in the certificate representing the share. Continuance under this section does not deprive a holder of any right or privilege that the holder claims under, or relieve the holder of any liability in respect of, an issued share.
Convertible shares
(9)If a corporation continued under this Act had, before it was so continued, issued a share certificate in registered form that is convertible to bearer form, the corporation shall not, if a holder of such a share certificate exercises the conversion privilege attached to the certif-icate, issue a share certificate in bearer form.
2001, c. 14, s. 97
26Section 193 of the French version of the Act is replaced by the following:
Opérations de fermeture
193La société peut effectuer une opération de fermeture. Toutefois, si l’éventuelle législation provinciale en matière de valeurs mobilières s’applique dans son cas, elle ne peut le faire à moins de s’y conformer.
1992, c. 27, par. 90(1)‍(h); 2001, c. 14, ss. 101(1) and (2)‍(E)
27Section 208 of the Act is replaced by the following:
Application of Part
208(1)This Part, other than sections 209 and 212, does not apply to a corporation that is an insolvent person or a bankrupt as those terms are defined in section2 of the Bankruptcy and Insolvency Act.
Staying proceedings
(2)Any proceedings taken under this Part to dissolve or to liquidate and dissolve a corporation shall be stayed if the corporation is at any time found, in a proceeding under the Bankruptcy and Insolvency Act, to be an insolvent person as defined in section2 of that Act.
2009, c. 23, s. 310
28(1)Subsection 209(1) of the Act is replaced by the following:
Revival
209(1)When a corporation or other body corporate is dissolved under this Part, section 268 of this Act, section 261 of the Canada Business Corporations Act, chapter 33 of the Statutes of Canada, 1974-75-76, or subsection 297(6) of the Canada Not-for-profit Corporations Act, any interested person may apply to the Director to have the dissolved corporation or other body corporate revived as a corporation under this Act.
2001, c. 14, s. 102
(2)The portion of subsection 209(3) of the French version of the Act before paragraph (a) is replaced by the following:
Certificat de reconstitution
(3)À la réception des clauses de reconstitution, le directeur délivre un certificat de reconstitution au titre de l’article 262 si :
2001, c. 14, s. 102
(3)Paragraph 209(3)‍(a) of the Act is replaced by the following:
(a)the dissolved corporation or other body corporate has fulfilled all conditions precedent that the Director considers reasonable; and
2001, c. 14, s. 102
(4)Paragraph 209(3)‍(b) of the French version of the Act is replaced by the following:
b)d’autre part, il n’y a aucun motif valable d’en refuser la délivrance.
2001, c. 14, s. 102
(5)Subsection 209(3.‍1) of the Act is replaced by the following:
Date of revival
(3.‍1)The dissolved corporation or other body corporate is revived as a corporation under this Act on the date shown on the certificate of revival.
2001, c. 14, s. 102
(6)The portion of subsection 209(4) of the Act before paragraph (a) is replaced by the following:
Rights and obligations preserved
(4)Subject to any reasonable terms that may be imposed by the Director, to the rights acquired by any person after its dissolution and to any changes to the internal affairs of the corporation or other body corporate after its dissolution, the revived corporation is, in the same manner and to the same extent as if it had not been dissolved,
2001, c. 14, s. 102
(7)Paragraphs 209(6)‍(a) to (d) of the Act are replaced by the following:
(a)a shareholder, a director, an officer, an employee and a creditor of the dissolved corporation or other body corporate;
(b)a person who has a contract — other than, in Quebec, a contract by gratuitous title — with the dissolved corporation or other body corporate;
(c)a person who, although at the time of dissolution of the corporation or other body corporate was not a person described in paragraph (a), would be such a person if a certificate of revival is issued under this section; and
(d)a trustee in bankruptcy or liquidator for the dissolved corporation or other body corporate.
2001, c. 14, s. 105(2)
29Paragraph 212(2)‍(b) of the French version of the Act is replaced by the following:
b)d’avoir publié un avis de son intention dans une publication destinée au grand public.
2001, c. 14, s. 106
30Paragraph 213(4)‍(b) of the French version of the Act is replaced by the following:
b)d’intention de dissolution, s’il s’agit d’une ordonnance de liquidation et de dissolution sous la surveillance du tribunal; il en fait publier un avis dans une publication destinée au grand public.
31Paragraph 221(e) of the English version of the Act is replaced by the following:
(e)keep accounts of the moneys of the corporation received and paid out by the liquidator;
32Subsection 225(1) of the Act is replaced by the following:
Custody of documents
225(1)A person who has been granted custody of the documents and records of a dissolved corporation remains liable to produce those documents and records until the end of the prescribed period or of any shorter period fixed by an order made under subsection 223(5).
2001, c. 14, s. 114(2)
33The portion of subsection 235(3) of the French version of the Act before paragraph (a) is replaced by the following:
Publication
(3)Le directeur publie dans une publication destinée au grand public les renseignements qu’il a obtenus en vertu du présent article lorsque les conditions ci-après sont réunies :
2001, c. 14, s. 115
34Subsection 237.‍7(4) of the French version of the Act is replaced by the following:
Définition de marché organisé
(4)Pour l’application du présent article, marché organisé s’entend d’une bourse reconnue à laquelle est cotée la catégorie de valeurs mobilières ou d’un marché qui publie régulièrement le cours de cette catégorie dans une publication destinée au grand public.
2001, c. 14, s. 121
35Subsection 252.‍5(3) of the French version of the Act is replaced by the following:
Exemplaires
(3)Dans le cas où une disposition de la présente loi ou de ses règlements exige la fourniture d’un ou de plusieurs exemplaires d’un document à un seul destinataire dans le même envoi, la transmission d’un document électronique satisfait à l’obligation.
2001, c.‍14, s.‍124
36(1)The portion of section 258.‍1 of the Act before paragraph (a) is replaced by the following:
Content and form of documents
258.‍1The Director may establish the requirements for the content and fix the form, including electronic or other forms, of notices and other documents sent to or issued by the Director under this Act and, in so doing, the Director may specify, among other things,
2001, c. 14, s. 124
(2)Paragraph 258.‍1(b) of the Act is replaced by the following:
(b)the persons or classes of persons who may sign or transmit the notices and other documents;
2001, c.‍14, s.‍124
(3)Paragraph 258.‍1(c) of the English version of the Act is replaced by the following:
(c)their signature in electronic or other form, or the actions that are to have the same effect for the purposes of this Act as their signature; and
2001, c. 14, s. 124
(4)Paragraph 258.‍1(d) of the French version of the Act is replaced by the following:
d)les circonstances — notamment le moment et le lieu — dans lesquelles les avis et documents électroniques sont présumés avoir été envoyés ou reçus.
2001, c. 14, s. 124
(5)Section 258.‍1 of the Act is amended by striking out “and” at the end of paragraph (d) and by repealing paragraph (e).
37The Act is amended by adding the following after section 258.‍2:
Exemption
258.‍3The Director may, in the prescribed circumstances and on any conditions that the Director considers appropriate, exempt any corporation or any other person from a requirement set out in subsection 135(1), section 149 or subsection 150(1), 153(1) or 159(1) to send any notices or other documents, or classes of notices or other documents.
2001, c. 14, s. 125
38(1)Paragraph 261(1)‍(a) of the English version of the Act is replaced by the following:
(a)providing for anything that by this Act is to be prescribed or provided for by the regulations;
2001, c. 14, s. 125
(2)Paragraph 261(1)‍(b) of the Act is replaced by the following:
(b)requiring the payment of a fee in respect of the receipt, examination, filing, issuance or copying of any document, or in respect of any action that the Director is required or authorized to take under this Act, and prescribing the amount of the fee or the manner of determining the fee;
2001, c. 14, s. 125
(3)Paragraph 261(1)‍(c) of the French version of the Act is replaced by the following:
c)prévoir les modalités de paiement des droits, notamment les modalités de temps, les droits supplémentaires qui peuvent être imposés pour les paiements en souffrance, ainsi que les circonstances dans lesquelles les droits peuvent être remboursés en tout ou en partie;
2001, c. 14, s. 125
(4)Paragraph 261(1)‍(f) of the Act is replaced by the following:
(f)respecting the powers that may be granted by a shareholder in a form of proxy;
2001, c. 14, s. 126
39Section 261.‍1 of the Act is replaced by the following:
Payment of fees
261.‍1A fee in respect of the receipt or copying of any document shall be paid to the Director when it is received or copied, and a fee in respect of the examination, filing or issuance of any document or in respect of any action that the Director is required or authorized to take shall be paid to the Director before the document is examined, filed or issued or the action is taken.
1994, c. 24, s. 28(1); 2001, c. 14, s. 127; 2011, c. 21, s. 71 (E)
40Subsection 262(2) of the Act is replaced by the following:
Sending of articles and statements
(2)If this Act requires that articles or a statement relating to a corporation be sent to the Director, on receiving the articles or statement in the form that the Director fixes, any other required documents and the required fees, the Director shall
(a)record the date of receipt;
(b)issue the appropriate certificate;
(c)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
(d)publish a notice of the issuance of the certificate in a publication generally available to the public.
2001, c. 14, s. 128
41Subsection 262.‍1(2) of the Act is repealed.
2001, c. 14, s. 129
42Section 263 of the Act is replaced by the following:
Publication
262.‍2The Director must publish, in a publication generally available to the public, a notice of any decision made by the Director granting an application made under subsection 2(6), 10(2), 82(3) or 151(1), section 156 or subsection 171(2) or 187(11).
Annual return
263Every corporation shall send to the Director an annual return in the form and within the period that the Director fixes.
2001, c. 14, s. 130
43Subsection 265(8) of the French version of the Act is replaced by the following:
Avis
(8)Le directeur donne sans délai avis des modifications importantes apportées par le certificat rectifié dans une publication destinée au grand public.
2001, c. 14, s. 130
44Section 266 of the Act is replaced by the following:
Inspection
266(1)A person who has paid the required fee is entitled during usual business hours to examine and make copies of or take extracts from a document, except a report sent to the Director under subsection 230(2), that is required to be sent to the Director under this Act or that was required to be sent to a person performing a similar function under prior legislation.
Copies or extracts
(2)The Director shall, on request, provide any person with a copy, extract, certified copy or certified extract of a document that may be examined under subsection (1).
1994, c. 24, s. 30
45(1)Subsection 267(1) of the Act is replaced by the following:
Director’s obligation to keep documents
267(1)Documents that are received and accepted by the Director under this Act or that were received and accepted by a person performing a similar function under prior legislation shall be kept by the Director, in any form.
1994, c. 24, s. 30
(2)The portion of subsection 267(2) of the Act before paragraph (a) is replaced by the following:
Obligation to furnish
(2)If documents are kept by the Director otherwise than in written form,
1994, c. 24, s. 30
(3)Paragraph 267(2)‍(b) of the Act is replaced by the following:
(b)a report reproduced from those documents, if it is certified by the Director, is admissible in evidence to the same extent as the original documents would have been.
2001, c. 14, s. 131
(4)Subsection 267(3) of the Act is replaced by the following:
Time period for keeping and producing documents
(3)The Director is not required to keep or produce any document or class of documents — other than a certificate and any attached articles or statement received under section 262and other prescribed documents or prescribed class of documents — after the end of the period prescribed for the keeping or production of the document or class of documents.
2001, c. 14, s. 132
46Section 267.‍1 of the French version of the Act is replaced by the following:
Traitement de l’information
267.‍1Les renseignements et avis que le directeur est tenu, en application de la présente loi, de résumer dans une publication destinée au grand public ou de publier peuvent être résumés ou publiés à l’aide de tout procédé mécanique ou électronique de traitement des données ou de mise en mémoire de l’information susceptible de donner, dans un délai raisonnable, les renseignements ou avis demandés sous une forme compréhensible.
1998, c. 1
Canada Cooperatives Act
47Subsection 2(1) of the Canada Cooperatives Act is amended by adding the following in alphabetical order:
incapable, in respect of an individual, means that the individual is found, under the laws of a province, to be unable, other than by reason of minority, to manage their property or is declared to be incapable by any court in a jurisdiction outside Canada.‍ (incapable)
prior legislation means the Canada Cooperative Associations Act, chapter 6 of the Statutes of Canada, 1970-71-72.‍ (législation antérieure)
48(1)The portion of subsection 8(2) of the English version of the Act before paragraph (a) is replaced by the following:
Persons not to be incorporators
(2)An application under subsection (1) is not to be made by
(2)Paragraph 8(2)‍(b) of the Act is replaced by the following:
(b)an individual who is incapable; or
49Section 10 of the Act is amended by adding “and” at the end of paragraph (c) and by repealing paragraphs (d) and (e).
50(1)Paragraph 11(1)‍(c) of the Act is repealed.
(2)Subsection 11(5) of the Act is repealed.
51Subsection 12(2) of the Act is replaced by the following:
Reliance on articles
(2)For the purposes of paragraphs (1)‍(b) and (c), the Director may rely on the articles required by section 10.
52Sections 22 and 23 of the Act are replaced by the following:
Reservation of name
22The Director may, on request, reserve for a prescribed period a name for an intended cooperative or for a cooperative that intends to change its name.
Prohibited names
23A cooperative must not be incorporated or continued as a cooperative under this Act with, change its name to, or have, carry on business under or identify itself by a name that is prohibited by the regulations or that does not meet the prescribed requirements.
53(1)Subsections 24(1) and (2) of the Act are replaced by the following:
Direction to change name
24(1)The Director may direct a cooperative to change its name in accordance with section 289 if, through inadvertence or otherwise, the cooperative acquires a name that is prohibited by the regulations or that does not meet the prescribed requirements.
Revocation of name
(2)If a cooperative has not followed a directive under subsection (1) or (3) within the prescribed period, the Director may revoke the name of the cooperative and assign a new name to it and, until changed in accordance with section 289, the name of the cooperative is the name assigned by the Director.
(2)Subsections 24(4) and (5) of the Act are repealed.
54The Act is amended by adding the following after section 24:
Certificate of amendment
24.‍1(1)If the Director assigns a new name to a cooperative under subsection 24(2), the Director must issue a certificate of amendment showing the new name of the cooperative and must publish a notice of the change of name as soon as practicable in a publication generally available to the public.
Effect of certificate
(2)The articles of the cooperative are amended accordingly on the date shown in the certificate of amendment.
55Subsection 30(2) of the French version of the Act is replaced by the following:
Avis
(2)Avis du lieu où est maintenu le siège social est envoyé au directeur, en la forme établie par lui, avec les clauses pertinentes des statuts désignant ou modifiant le lieu où le siège social est situé.
2001, c. 14, s. 153(2)
56Paragraph 58(4)‍(a) of the Act is replaced by the following:
(a)the proposal is not submitted to the cooperative within the prescribed period;
57Subsection 61(5) of the English version of the Act is replaced by the following:
List of shareholders entitled to receive notice
(5)If a record date for voting is not fixed under subsection 51(4), a cooperative must prepare, not later than 10 days after the record date for notice of a meeting that is fixed under subsection 51(3) or not later than the record date that is referred to in subsection 51(5), as the case may be, an alphabetical list of shareholders who are entitled to receive notice of a meeting of shareholders as of the record date that shows the number of shares held by each shareholder.
58Paragraph 78(1)‍(c) of the Act is replaced by the following:
(c)is incapable; or
59(1)Section 83 of the Act is amended by adding the following after subsection (10):
Majority voting
(10.‍1)If, at a meeting of persons who are entitled to elect or appoint directors of a distributing cooperative — other than in the case of a prescribed class of distributing cooperatives — at which an election of directors is required, there is only one candidate nominated for each position available on the board, each candidate is elected only if the number of votes cast in their favour represents a majority of the votes cast for and against them by those persons who are present in person or represented by proxy, unless the articles require a greater number of votes.
(2)Section 83 of the Act is amended by adding the following after subsection (11):
Separate vote for each candidate
(12)If the election of directors is for a prescribed cooperative, a separate vote by persons who are entitled to elect or appoint directors must be taken with respect to each candidate nominated for director.
Exception
(13)If a candidate was not elected during an election held in accordance with subsection (10.‍1), the candidate is not to be appointed, except in prescribed circumstances, as a director under subsection 85(1) before the next meeting at which an election of directors is required by persons who are entitled to elect or appoint directors.
60Section 84 of the Act is replaced by the following:
Maximum term
84(1)Subject to section 86, no director is entitled to hold office for a term that is longer than the following:
(a)in the case of a cooperative that is not a distributing cooperative, three years; and
(b)in the case of a distributing cooperative, one year.
Exceptions — certain distributing cooperatives
(2)Despite paragraph (1)‍(b), in the case of any prescribed class of distributing cooperatives or in any prescribed circumstances respecting distributing cooperatives or classes of distributing cooperatives, the directors are not entitled to hold office for a term that is longer than three years.
61The Act is amended by adding the following after section 142:
Restriction regarding bearer investment shares
142.‍1(1)Despite section 142, a cooperative must not issue, in bearer form, a certificate, warrant or other evidence of a conversion privilege, option or right to acquire an investment share of the cooperative.
Replacement
(2)A cooperative must, on the request of a holder of a certificate, warrant or other evidence of a conversion privilege, option or right to acquire an investment share of the cooperative that is in bearer form and that was issued before the coming into force of this section, issue in exchange to that holder, in registered form, a certificate, warrant or other evidence, as the case may be.
2001, c. 14, s. 189
62(1)Subsection 167(1) of the Act is replaced by the following:
Exemption
167(1)On the application of any interested person, the Director may exempt, on any terms that the Director thinks fit, the person from any of the requirements of section 165 or subsection 166(1) or 169(1). The exemption may have retroactive effect.
(2)Subsection 167(2) of the Act is repealed.
63Subsection 169(1) of the Act is replaced by the following:
Duty of intermediary
169(1)Shares of a cooperative that are registered in the name of an intermediary or their nominee and not beneficially owned by the intermediary must not be voted unless the intermediary, without delay after receipt of the prescribed documents, sends a copy of those documents to the beneficial owner and, except when the intermediary has received written voting instructions from the beneficial owner, a written request for those instructions.
2001, c. 14, s. 191(1)
64The definition regroupement d’entreprises in subsection 171(1) of the French version of the Act is replaced by the following:
regroupement d’entreprises Acquisition de la totalité ou de la quasi-totalité des biens d’une entité par une autre, fusion d’entités ou réorganisation similaire mettant en cause des entités.‍ (business combination)
65Subsection 185(1) of the Act is replaced by the following:
Fractional shares
185(1)A cooperative may issue for each fractional investment share, a certificate in registered form or scrip certificates in registered form that entitle the holder to receive a certificate for a full investment share in exchange for scrip certificates equalling a full investment share.
Replacement
(1.‍1)A cooperative must, on the request of a holder of a certificate for a fractional investment share or scrip certificate that is in bearer form and that was issued before the coming into force of this subsection, issue in exchange to that holder, in registered form, a certificate for a fractional investment share or a scrip certificate, as the case may be.
66Paragraph 190(a) of the Act is replaced by the following:
(a)the heir of a deceased security holder, or the fiduciary of the estate or succession of a deceased security holder, or of a registered security holder who is a minor, an incapable person or a missing person; or
67Subsection 199(2) of the Act is replaced by the following:
Limitation
(2)Subsection (1) is subject to any agreement to the contrary, to the provisions of this Act, of any other applicable Act of Parliament, of any applicable Act of the legislature of a province or of any applicable regulation made under any such Act or to any applicable stock exchange rule.
68Paragraph 221(1)‍(d) of the Act is replaced by the following:
(d)if a person described in paragraph (a) is an individual and is without capacity to act by reason of death, minority or incapability, the person’s fiduciary;
69The portion of subsection 247(1) of the Act before subparagraph (a)‍(i) is replaced by the following:
Annual financial statements to members
247(1)The directors must place before the members at every annual meeting of members
(a)prescribed comparative financial statements that conform to any prescribed requirements and relate separately to
70Section 248 of the Act is replaced by the following:
Application for exemption
248On the application of a cooperative, the Director may exempt the cooperative, on any terms that the Director thinks fit, from any requirement set out in section 247 or any of sections 249 to 252, if the Director reasonably believes that the detriment that may be caused to the cooperative by the requirement outweighs its benefit to the members and shareholders or, in the case of a distributing cooperative, to the public.
71Section 251 of the Act is replaced by the following:
Copies to members and shareholders
251A cooperative shall send, within a prescribed period, a copy of the prescribed documents relating to financial disclosure to the prescribed shareholders, prescribed members and other prescribed persons.
72(1)Subsections 285(4) to (7) of the Act are replaced by the following:
Articles of continuance
(4)If a body corporate wishes to apply for continuance under subsection (1), articles of continuance in the form that the Director fixes must be sent to the Director, together with any information that the Director may require.
Articles of continuance and of amalgamation
(5)If a body corporate wishes to apply for continuance under subsection (2), articles of continuance and articles of amalgamation in the form that the Director fixes must be sent to the Director, together with any information that the Director may require.
Certificate of continuance
(6)The Director must issue
(a)a certificate of continuance, on receipt of the articles of continuance, if the Director is satisfied that the requirements for incorporation have been met; or
(b)a certificate of continuance and a certificate of amalgamation, on receipt of the articles of continuance and the articles of amalgamation, if the Director is satisfied that the requirements for incorporation and the requirements for amalgamation have been met.
Reliance on articles
(7)For the purpose of subsection (6), the Director may rely on the articles.
(2)The portion of subsection 285(12) of the Act before paragraph (a) is replaced by the following:
Issued shares
(12)Subject to section 182and subsection (13),
(3)Subsection 285(13) of the Act is replaced by the following:
Conversion privilege
(13)If a cooperative continued under this Act had, before it was so continued, issued a share certificate in registered form that is convertible to bearer form, the cooperative must not, if a holder of such a share certificate exercises the conversion privilege attached to the certificate, issue a share certificate in bearer form.
73The portion of subsection 287(1) of the Act before paragraph (a) is replaced by the following:
Export
287(1)Subject to subsection (6) and Parts 20 and 21, a cooperative, on a special resolution of the members and, if the cooperative has issued investment shares, on a separate special resolution of the shareholders of each class, may, if it establishes to the satisfaction of the Director that its proposed continuance in another jurisdiction would not have an effect set out in any of paragraphs (a) to (d), apply to the appropriate official or public body of another jurisdiction requesting that the cooperative be continued as if it had been incorporated under the laws of that other jurisdiction, namely, that the continuance would not
74Subsection 291(1) of the Act is replaced by the following:
Delivery of articles
291(1)Subject to any revocation under subsection 130(5) or 289(2), after an amendment has been adopted, articles of amendment in the form that the Director fixes must be sent to the Director, together with any information that the Director may require.
75Section 292 of the Act is replaced by the following:
Certificate of amendment
292On receipt of articles of amendment, the Director must issue a certificate of amendment.
76The portion of subsection 299(2) of the Act before paragraph (d) is replaced by the following:
Attached statutory declarations
(2)A statutory declaration of a director or officer of each amalgamating cooperative must be attached to the articles of amalgamation and must establish to the satisfaction of the Director
2001, c. 14, ss. 209(1) and (2)‍(E)
77Section 307 of the Act is replaced by the following:
Application of Part
307(1)This Part, other than sections 308 and 311, does not apply to a cooperative that is an insolvent person or a bankrupt as those terms are defined in section2 of the Bankruptcy and Insolvency Act.
Staying of proceedings
(2)Any proceedings taken under this Part to dissolve or to liquidate and dissolve a cooperative are stayed if the cooperative is at any time found, in a proceeding under the Bankruptcy and Insolvency Act, to be an insolvent person as defined in section 2 of that Act.
78(1)Subsections 308(1) and (2) of the Act are replaced by the following:
Revival
308(1)When a cooperative is dissolved under this Part, any interested person, or any person who would be an interested person if a certificate of revival were issued under this section, may apply to the Director to have the dissolved cooperative revived as a cooperative under this Act.
Articles of revival
(2)Articles of revival in the form that the Director fixes must be sent to the Director.
(2)The portion of paragraph 308(3)‍(a) of the Act before subparagraph (i) is replaced by the following:
(a)would result in the dissolved cooperative
(3)Subsections 308(4) and (5) of the Act are replaced by the following:
Reliance on articles
(4)For the purpose of subsection (3), the Director may rely on the articles of revival.
Date of revival
(5)A dissolved cooperative is revived as a cooperative under this Act on the date shown on the certificate of revival.
2001, c. 14, s. 210(2)
(4)Paragraphs 308(8)‍(b) and (c) of the Act are replaced by the following:
(b)a person who has a contract — other than, in Quebec, a contract by gratuitous title — with the dissolved cooperative; and
(c)a trustee in bankruptcy or liquidator for the dissolved cooperative.
79Paragraph 311(2)‍(b) of the French version of the Act is replaced by the following:
b)avoir publié un avis de son intention dans une publication destinée au grand public.
80Paragraph 312(4)‍(b) of the French version of the Act is replaced by the following:
b)d’intention de dissolution, s’il s’agit d’une ordonnance de liquidation et de dissolution sous la surveillance du tribunal; il en fait publier un avis dans une publication destinée au grand public.
81Paragraph 315(4)‍(a) of the French version of the Act is replaced by the following:
a)insérée de la manière qui y est indiquée, une fois au moins chaque semaine précédant la date de l’audience, dans une publication destinée au grand public;
82The portion of paragraph 320(b) of the French version of the Act before subparagraph (i) is replaced by the following:
b)insérer dans une publication destinée au grand public, tout en prenant des mesures raisonnables pour lui donner une certaine publicité dans chaque province ou dans tout pays étranger où la coopérative exerce ses activités commerciales, un avis obligeant :
83Section 325 of the Act is replaced by the following:
Custody of documents
325A person who has been granted custody of the documents of a dissolved cooperative remains liable to produce those documents until the end of the prescribed period or of any other shorter period fixed by an order made under subsection 322(5).
84The portion of subsection 335(4) of the French version of the Act before paragraph (a) is replaced by the following:
Publication
(4)Le directeur publie dans une publication destinée au grand public les renseignements qu’il a obtenus en vertu du présent article lorsque les conditions ci-après sont réunies :
2001, c. 14, s. 218
85Subsection 337.‍7(4) of the French version of the Act is replaced by the following:
Définition de marché organisé
(4)Pour l’application du présent article, marché organisé s’entend d’une bourse reconnue à laquelle est cotée la catégorie de valeurs mobilières ou d’un marché qui publie régulièrement le cours de cette catégorie dans une publication destinée au grand public.
2001, c. 14, s. 226
86Subsections 367(1) to (3) of the Act are repealed.
87Subsections 368(2) and (3) of the Act are replaced by the following:
Content and form of documents
(2)The Director may establish the requirements for the content and fix the form, including electronic or other forms, of notices and other documents sent to or issued by the Director under this Act and, in so doing, the Director may specify, among other things,
(a)the notices and documents that may be transmitted in electronic or other form;
(b)the persons or classes of persons who may sign or transmit the notices and other documents;
(c)their signature in electronic or other form, or the actions that are to have the same effect for the purposes of this Act as their signature; and
(d)the time and circumstances when electronic notices and documents are to be considered to be sent or received, and the place where they are considered to have been sent or received.
88The Act is amended by adding the following after section 369:
Exemption
369.‍1The Director may, in the prescribed circumstances and on any conditions that the Director considers appropriate, exempt any cooperative or any other person from a requirement set out in subsection 52(1), 165(1), 166(1) or 169(1) or section 251 to send any notices or other documents, or classes of notices or other documents.
89(1)Paragraph 372(1)‍(c) of the Act is replaced by the following:
(c)requiring the payment of a fee in respect of the receipt, examination, filing, issuance or copying of any document, or in respect of any action that the Director is required or authorized to take under this Act, and prescribing the amount of the fee or the manner of determining the fee;
2001, c. 14, s. 227(2)
(2)Paragraph 372(1)‍(d) of the French version of the Act is replaced by the following:
d)prévoir les modalités de paiement des droits, notamment les modalités de temps, les droits supplémentaires qui peuvent être imposés pour les paiements en souffrance, ainsi que les circonstances dans lesquelles les droits peuvent être remboursés en tout ou en partie;
(3)Paragraph 372(1)‍(f) of the Act is replaced by the following:
(f)respecting the powers that may be granted by a shareholder in a form of proxy;
2001, c. 14, s. 228
90Section 372.‍1 of the Act is replaced by the following:
Payment of fees
372.‍1A fee in respect of the receipt or copying of any document must be paid to the Director when it is received or copied, and a fee in respect of the examination, filing or issuance of any document or in respect of any action that the Director is required or authorized to take must be paid to the Director before the document is examined, filed or issued or the action is taken.
2001, c. 14, ss. 229(1) and (2); 2011, c. 21, s. 118 (E)
91Subsection 373(2) of the Act is replaced by the following:
Sending of articles and statements
(2)If this Act requires that articles or a statement relating to a cooperative be sent to the Director, on receiving the articles or statement in the form that the Director fixes, any other required documents and the required fees, the Director shall
(a)record the date of receipt;
(b)issue the appropriate certificate;
(c)send the certificate, or a copy, image or photographic, electronic or other reproduction of the certificate, to the cooperative or its agent or mandatary; and
(d)publish a notice of the issuance of the certificate in a publication generally available to the public.
92Section 374 of the Act is replaced by the following:
Publication
373.‍1The Director must publish, in a publication generally available to the public, a notice of any decision made by the Director granting an application made under subsection 4(4) or 167(1), section 248 or subsection 263(2) or 267(2).
Annual return
374Every cooperative must send the Director an annual return in the form and within the period that the Director fixes.
2001, c. 14, s. 230
93Subsection 376.‍1(8) of the French version of the Act is replaced by the following:
Avis
(8)Le directeur donne sans délai avis des modifications importantes apportées par le certificat rectifié dans une publication destinée au grand public.
2001, c. 14, s. 231
94Section 377 of the Act is replaced by the following:
Inspection
377(1)A person who has paid the required fee is entitled during usual business hours to examine and make copies of or take extracts from a document, except a report sent to the Director under subsection 330(2), that is required to be sent to the Director under this Act, or that was required to be sent to a person performing a similar function under prior legislation.
Copies and extracts
(2)The Director must, on request, provide any person with a copy, extract, certified copy or certified extract of a document that may be examined under subsection (1).
95(1)Subsection 378(1) of the Act is replaced by the following:
Director’s obligation to keep documents
378(1)Documents that are received and accepted by the Director under this Act or that were received and accepted by a person performing a similar function under prior legislation must be kept by the Director in any form.
(2)The portion of subsection 378(2) of the Act before paragraph (a) is replaced by the following:
Obligation to furnish
(2)If documents are kept by the Director otherwise than in written form,
(3)Paragraph 378(2)‍(b) of the Act is replaced by the following:
(b)a report reproduced from those documents, if it is certified by the Director, is admissible in evidence to the same extent as the original documents would have been.
2001, c. 14, s. 232
(4)Subsection 378(3) of the Act is replaced by the following:
Time period for keeping and producing documents
(3)The Director is not required to keep or produce any document or class of documents — other than a certificate and any attached articles or statement received under section 373and other prescribed documents or prescribed class of documents — after the end of the prescribed period for the keeping or production of the document or class of documents.
(5)Subsection 378(4) of the French version of the Act is replaced by the following:
Traitement de l’information
(4)Les renseignements et avis que le directeur est tenu, en application de la présente loi, de résumer dans une publication destinée au grand public ou de publier peuvent être résumés ou publiés à l’aide de tout procédé mécanique ou électronique de traitement des données ou de mise en mémoire de l’information susceptible de donner, dans un délai raisonnable, les renseignements ou avis demandés sous une forme compréhensible.
2009, c. 23
Canada Not-for-profit Corporations Act
96Subsection 2(1) of the Canada Not-for-profit Corporations Act is amended by adding the following in alphabetical order:
incapable, in respect of an individual, means that the individual is found, under the laws of a province, to be unable, other than by reason of minority, to manage their property or is declared to be incapable by any court in a jurisdiction outside Canada.‍ (incapable)
prior legislation means the various Acts of Parliament that were in force prior to the coming into force of this Act and that applied to the incorporation of federal companies under those Acts, other than any financial institution as defined in section 2 of the Bank Act.‍ (législation antérieure)
97Subsection 6(2) of the Act is replaced by the following:
Individuals
(2)An individual may incorporate a corporation under subsection (1) only if that individual
(a)is not less than 18 years of age;
(b)is not incapable; or
(c)does not have the status of bankrupt.
98Subsection 12(1) of the Act is replaced by the following:
Reserving name
12(1)The Director may, on request, reserve for a prescribed period a name for an intended corporation or for a corporation that intends to change its name.
99Paragraph 78(1)‍(d) of the Act is replaced by the following:
(d)if the person described in paragraph (a) is an individual and is without capacity to act by reason of death, minority or incapability, the person’s fiduciary;
100Paragraph 126(1)‍(b) of the Act is replaced by the following:
(b)anyone who is incapable;
101Subsection 128(7) of the Act is replaced by the following:
Vacancy among candidates
(7)If a meeting of members fails to elect the number or the minimum number of directors required by the articles by reason of a lack of consent, a disqualification under section 126 or the death of any candidate, the directors elected at that meeting may exercise all the powers of the directors if the number of directors so elected constitutes a quorum.
102Section 238 of the Act is replaced by the following:
Custody of documents
238A person who has been granted custody of the documents and records of a dissolved corporation remains liable to produce those documents and records until the end of the prescribed period or of any shorter period fixed by an order made under subsection 233(5).
103The Act is amended by adding the following after section 277:
Publication
277.‍1The Director must publish, in a publication generally available to the public, a notice of any decision made by the Director granting an application made under subsection 2(6), 104(3), 160(2), 162(5) or 171(2) or section 173, 190 or 271.
104(1)The portion of subsection 279(1) of the Act before paragraph (a) is replaced by the following:
Inspection
279(1)A person who has paid the required fee is entitled during usual business hours to examine and make copies of or take extracts from any document that is required to be sent to the Director under this Act, other than any of the following documents, or that was required to be sent to a person performing a similar function under prior legislation:
(2)Subsection 279(1) of the Act is amended by adding the following after paragraph (b):
(b.‍1)extracts or copies of corporate records or documents referred to in section 25;
(3)Subsection 279(2) of the English version of the Act is replaced by the following:
Copies or extracts
(2)The Director shall, on request, provide any person with a copy, extract, certified copy or certified extract of a document that may be examined under subsection (1).
105(1)The portion of section 282 of the Act before paragraph (a) is replaced by the following:
Content and form of documents
282The Director may establish the requirements for the content and fix the form, including electronic or other forms, of notices and other documents sent to or issued by the Director under this Act and, in so doing, the Director may specify, among other things,
(2)Section 282 of the Act is amended by adding “and” at the end of paragraph (c), by striking out “and” at the end of paragraph (d) and by repealing paragraph (e).
106(1)Subsection 283(1) of the Act is replaced by the following:
Director’s obligation to keep documents
283(1)Documents that are received and accepted by the Director under this Act or that were received and accepted by a person performing a similar function under prior legislation shall be kept by the Director, in any form.
(2)Subsection 283(3) of the Act is replaced by the following:
Time period for keeping and producing documents
(3)The Director is not required to keep or produce any document or class of documents — other than a certificate and any attached articles or statement received under section 276and other prescribed documents or prescribed class of documents — after the end of the prescribed period for the keeping or production of the document or class of documents.
107Paragraph 293(1)‍(a) of the English version of the Act is replaced by the following:
(a)providing for anything that by this Act is to be prescribed or provided for by the regulations;
Coming into Force
Order in council
108(1)Sections 3, 4 and 52 to 54 come into force on a day to be fixed by order of the Governor in Council.
Order in council
(2)Sections 13, 59 and 60 come into force on a day to be fixed by order of the Governor in Council.
Order in council
(3)Sections 15 and 56 come into force on a day to be fixed by order of the Governor in Council.
Order in council
(4)Sections 19, 22, 37, 63, 71 and 88 come into force on a day to be fixed by order of the Governor in Council.
Order in council
(5)Section 24 comes into force on a day to be fixed by order of the Governor in Council.
Order in council
(6)Sections 32, 44, 45, 83 and 94, subsections 95(1) to (4), section 102, subsections 104(1) and (3) and section 106 come into force on a day to be fixed by order of the Governor in Council.
PART 2
Application of the Competition Act to Other Entities
R.‍S.‍, c. C-34; R.‍S.‍, c. 19 (2nd Supp.‍), s. 19
Competition Act
109(1)Subsection 2(1) of the Competition Act is amended by adding the following in alphabetical order:
entity means a corporation or a partnership, sole proprietorship, trust or other unincorporated organization capable of conducting business; (entité)
R.‍S.‍, c. 19 (2nd Supp.‍), s. 20(4); 1999, c. 31, s. 44(F)
(2)Subsections 2(2) and (3) of the Act are replaced by the following:
Affiliation
(2)For the purposes of this Act,
(a)one entity is affiliated with another entity if one of them is the subsidiary of the other or both are subsidiaries of the same entity or each of them is controlled by the same entity or individual;
(b)if two entities are affiliated with the same entity at the same time, they are deemed to be affiliated with each other; and
(c)an individual is affiliated with an entity if the individual controls the entity.
Subsidiary entity
(3)For the purposes of this Act, an entity is a subsidiary of another entity if it is controlled by that other entity.
R.‍S.‍, c. 19 (2nd Supp.‍), s. 20(4)
(3)The portion of paragraph 2(4)‍(a) of the Act before subparagraph (ii) is replaced by the following:
(a)a corporation is controlled by an entity or an individual other than Her Majesty if
(i)securities of the corporation to which are attached more than 50% of the votes that may be cast to elect directors of the corporation are held, directly or indirectly, whether through one or more subsidiaries or otherwise, otherwise than by way of security only, by or for the benefit of that entity or individual, and
1999, c. 2, s. 1(3)
(4)Paragraph 2(4)‍(c) of the Act is replaced by the following:
(c)an entity other than a corporation is controlled by an entity or individual if the entity or individual, directly or indirectly, whether through one or more subsidiaries or otherwise, holds an interest in the entity that is not a corporation that entitles them to receive more than 50% of the profits of that entity or more than 50% of its assets on dissolution.
2009, c. 2, s. 410
110Paragraph 45(6)‍(a) of the Act is replaced by the following:
(a)is entered into only by parties each of which is, in respect of every one of the others, an affiliate; or
R.‍S.‍, c. 19 (2nd Supp.‍), s. 33
111Subsection 47(3) of the Act is replaced by the following:
Exception
(3)This section does not apply in respect of an agreement or arrangement that is entered into or a submission that is arrived at only by parties each of which is, in respect of every one of the others, an affiliate.
2009, c. 2, s. 426
112Subsection 76(4) of the Act is replaced by the following:
When no order may be made
(4)No order may be made under subsection (2) if the person referred to in subsection (3) and the customer or other person referred to in subparagraph (1)‍(a)‍(i) or (ii) are
(a)principal and agent or mandator and mandatary;
(b)an entity and an individual who controls it or affiliated entities; or
(c)directors, agents, mandataries, officers or employees of the same entity or of entities that are affiliated.
R.‍S.‍, c. 19 (2nd Supp.‍), s. 45; 1999, c. 31, s. 52(1)‍(F)
113(1)The portion of subsection 77(4) of the Act after paragraph (c) is replaced by the following:
No order made under this section applies in respect of exclusive dealing, market restriction or tied selling between or among entities that are affiliated.
R.‍S.‍, c. 19 (2nd Supp.‍), s. 45; 1999, c. 31, ss. 52(2)‍(F) and (3)‍(F)
(2)Subsection 77(5) of the Act is replaced by the following:
If entity affiliated
(5)For the purposes of subsection (4), in addition to the circumstances specified in paragraph 2(2)‍(a) or (b) under which two entities are affiliated, an entity is affiliated with another entity in respect of any agreement between them in which one of them grants to the other the right to use a trademark or trade name to identify the business of the grantee, if
(a)the business is related to the sale or distribution, in accordance with a marketing plan or system prescribed substantially by the grantor, of a multiplicity of products obtained from competing sources of supply and a multiplicity of suppliers; and
(b)no one product dominates the business.
2002, c. 16, s. 11.‍5
114Section 79.‍1 of the English version of the Act is replaced by the following:
Unpaid monetary penalty
79.‍1The amount of an administrative monetary penalty imposed on a person under subsection 79(3.‍1) is a debt due to Her Majesty in right of Canada and may be recovered as such from that person in a court of competent jurisdiction.
2009, c. 2, s. 429
115Subsection 90.‍1(7) of the Act is replaced by the following:
Exception
(7)Subsection (1) does not apply if the agreement or arrangement is entered into, or would be entered into, only by parties each of which is, in respect of every one of the others, an affiliate.
R.‍S.‍, c. 19 (2nd Supp.‍), s. 45
116(1)The definition person in subsection 108(1) of the Act is replaced by the following:
person means an entity, an individual, a trustee, an executor, an administrator or a liquidator of the succession, an administrator of the property of others or a representative, but does not include a bare trustee or a trustee responsible exclusively for preserving and transferring the property of a person; (personne)
(2)Subsection 108(1) of the Act is amended by adding the following in alphabetical order:
equity interest means
(a)in the case of a corporation, a share in the corporation; and
(b)in the case of an entity other than a corporation, an interest that entitles the holder of that interest to receive profits of that entity or assets of that entity on its dissolution.‍ (intérêt relatif à des capitaux propres)
R.‍S.‍, c. 19 (2nd Supp.‍), s. 45
(3)Subsection 108(2) of the Act is replaced by the following:
Entities controlled by Her Majesty
(2)For the purposes of this Part, except section 113, one entity is not affiliated with another entity by reason only of the fact that both entities are controlled by Her Majesty in right of Canada or a province, as the case may be.
1999, c. 2, s. 26
117Subsection 109(2) of the Act is replaced by the following:
Parties to acquisition of shares or interest
(2)For the purposes of this Part,
(a)the parties to a proposed acquisition of shares are the person or persons who propose to acquire the shares and the corporation whose shares are to be acquired; and
(b)the parties to a proposed acquisition of an interest in a combination are the person or persons who propose to acquire the interest and the combination whose interest is to be acquired.
2009, c. 2, s. 436
118(1)The portion of subsection 110(3) of the Act before subparagraph (a)‍(ii) is replaced by the following:
Acquisition of shares
(3)Subject to sections 111 and 113, this Part applies in respect of a proposed acquisition of voting shares of a corporation that carries on an operating business or controls an entity that carries on an operating business
(a)if
(i)the aggregate value of the assets in Canada, determined as of the time and in the manner that is prescribed, that are owned by the corporation or by entities controlled by that corporation, other than assets that are equity interests in those entities, would exceed the amount set out in subsection (7) or the amount determined under subsection (8), as the case may be, or
2009, c. 2, s. 436
(2)The portion of subsection 110(4) of the Act before paragraph (b) is replaced by the following:
Amalgamation
(4)Subject to subsection (4.‍1) and section 113, this Part applies in respect of a proposed amalgamation of two or more entities if one or more of those entities carries on an operating business, or controls an entity that carries on an operating business, and if
(a)the aggregate value of the assets in Canada, determined as of the time and in the manner that is prescribed, that would be owned by the continuing entity that would result from the amalgamation or by entities controlled by the continuing entity, other than assets that are equity interests in those entities, would exceed the amount set out in subsection (7) or the amount determined under subsection (8), as the case may be; or
2009, c. 2, s. 436
(3)The portion of subsection 110(4.‍1) of the Act before paragraph (a) is replaced by the following:
General limit — parties to amalgamation
(4.‍1)This Part does not apply in respect of a proposed amalgamation of two or more entities if one or more of those entities carries on an operating business or controls an entity that carries on an operating business, unless each of at least two of the amalgamating entities, together with its affiliates,
2009, c. 2, s. 436
(4)The portion of subsection 110(5) of the Act before paragraph (a) is replaced by the following:
Combination
(5)Subject to sections 112 and 113, this Part applies in respect of a proposed combination of two or more persons to carry on business otherwise than through a corporation if one or more of those persons proposes to contribute to the combination assets that form all or part of an operating business carried on by those persons, or entities controlled by those persons, and if
1999, c. 31, s. 229
119Paragraph 111(f) of the Act is replaced by the following:
(f)an acquisition of equity interests in an entity under an agreement in writing that provides for the creation of those equity interests only if the person or persons acquiring them incur expenses to carry out exploration or development activities with respect to a Canadian resource property, as defined in subsection 66(15) of the Income Tax Act, in respect of which the entity has the right to carry out those activities, if the entity does not have any significant assets other than that property.
2009, c. 2, s. 437
120(1)Paragraph 114(1)‍(b) of the Act is replaced by the following:
(b)two or more entities propose to amalgamate in the circumstances set out in subsection 110(4); or
2009, c. 2, s. 437
(2)Subsection 114(3) of the Act is replaced by the following:
Entity whose equity interests are acquired
(3)If a proposed transaction is an acquisition of equity interests in an entity and the Commissioner receives prescribed information supplied under subsection (1) by a party to the transaction, other than the entity, the Commissioner shall, if he or she has not already received the prescribed information from the entity, immediately notify the entity that the Commissioner has received the prescribed information from that party and the entity shall supply the Commissioner with the prescribed information within 10 days after being so notified.
R.‍S.‍, c. 19 (2nd Supp.‍), s. 45; 1999, c. 2, s. 33 and par. 37(z.‍16); 2009, c. 2, s. 438
121Section 116 of the Act is replaced by the following:
If information cannot be supplied
116(1)If any of the information required under section 114 is not known or reasonably obtainable, or cannot be supplied because of the privilege that exists in respect of lawyers and notaries and their clients or because of a confidentiality requirement established by law, the entity or individual who is supplying the information may, instead of supplying the information, inform the Commissioner under oath or solemn affirmation of the matters in respect of which information has not been supplied and the reason why it has not been supplied.
If information not relevant
(2)If any of the information required under section 114 could not, on any reasonable basis, be considered to be relevant to an assessment by the Commissioner as to whether the proposed transaction would or would be likely to prevent or lessen competition substantially, the entity or individual who is supplying the information may, instead of supplying the information, inform the Commissioner under oath or solemn affirmation of the matters in respect of which information has not been supplied and why the information was not considered relevant.
If information previously supplied
(2.‍1)If any of the information required under section 114 has previously been supplied to the Commissioner, the entity or individual who is supplying the information may, instead of supplying it, inform the Commissioner under oath or solemn affirmation of the matters in respect of which information has previously been supplied and when it was supplied.
Commissioner may require information
(3)If an entity or individual chooses not to supply the Commissioner with information required under section 114 and so informs the Commissioner in accordance with subsection (2) or (2.‍1) and the Commissioner or a person authorized by the Commissioner notifies that entity or individual, within seven days after the Commissioner is so informed, that the information is required, the entity or individual shall supply the Commissioner with the information.
R.‍S.‍, c. 19 (2nd Supp.‍), s. 45
122Subsection 117(1) of the Act is replaced by the following:
Saving
117(1)Nothing in section 114 requires
(a)any individual who is a director of a corporation to supply information that is known to that individual by virtue only of their position as a director of an affiliate of the corporation that is neither a wholly-owned affiliate nor a wholly-owning affiliate of the corporation; or
(b)any individual who, in respect of an entity other than a corporation, serves in a capacity similar to that of a director to supply information that is known to that individual by virtue only of their serving in that capacity with respect to an affiliate of the entity that is neither a wholly-owned affiliate nor a wholly-owning affiliate of the entity.
R.‍S.‍, c. 19 (2nd Supp.‍), s. 45; 1999, c. 2, par. 37(z.‍17)
123Section 118 of the Act is replaced by the following:
Information to be certified
118The information supplied to the Commissioner under section 114 shall be certified on oath or solemn affirmation as having been examined by one of the following individuals and as being, to the best of that individual’s knowledge and belief, correct and complete in all material respects:
(a)in the case of a corporation supplying the information, by an officer of the corporation or other person duly authorized by the board of directors or other governing body of the corporation;
(b)in the case of an entity other than a corporation supplying the information, by an individual who serves in a capacity similar to that of an officer of a corporation or other individual duly authorized by the governing body of that entity;
(c)in the case of an individual supplying the information, by that individual.
2009, c. 2, s. 439
124Subsections 123(2) and (3) of the Act are replaced by the following:
Waiving of waiting period
(2)A proposed transaction referred to in section 114 may be completed before the end of a period referred to in subsection (1) if, before the end of that period, the Commissioner or a person authorized by the Commissioner notifies the parties to the transaction that the Commissioner does not, at that time, intend to make an application under section 92 in respect of that proposed transaction.
Acquisition of equity interests
(3)In the case of an acquisition of equity interests to which subsection 114(3) applies, the periods referred to in subsection (1) shall be determined without reference to the day on which the information required under section 114 is received by the Commissioner from the entity whose equity interests are being acquired.
Published under authority of the Speaker of the House of Commons



EXPLANATORY NOTES
Canada Business Corporations Act
Clause 1:New.
Clause 2:Existing text of section 5:
5(1)One or more individuals not one of whom
(a)is less than eighteen years of age,
(b)is of unsound mind and has been so found by a court in Canada or elsewhere, or
(c)has the status of bankrupt,
may incorporate a corporation by signing articles of incorporation and complying with section 7.
(2)One or more bodies corporate may incorporate a corporation by signing articles of incorporation and complying with section 7.
Clause 3:Existing text of subsection 11(1):
11(1)The Director may, on request, reserve for ninety days a name for an intended corporation or for a corporation about to change its name.
Clause 4: (1)Existing text of subsections 12(1) and (2):
12(1)A corporation shall not be incorporated or continued as a corporation under this Act with, have, carry on business under or identify itself by a name
(a)that is, as prescribed, prohibited or deceptively misdescriptive; or
(b)that is reserved for another corporation or intended corporation under section 11.
(2)If, through inadvertence or otherwise, a corporation
(a)comes into existence or is continued with a name, or
(b)on an application to change its name, is granted a name
that contravenes this section, the Director may direct the corporation to change its name in accordance with section 173.
(2)Existing text of subsection 12(5):
(5)Where a corporation has been directed under subsection (2), (4) or (4.‍1) to change its name and has not within sixty days after the service of the directive to that effect changed its name to a name that complies with this Act, the Director may revoke the name of the corporation and assign a name to it and, until changed in accordance with section 173, the name of the corporation is thereafter the name so assigned.
Clause 5:Existing text of section 13:
13(1)When a corporation has had its name revoked and a name assigned to it under subsection 12(5), the Director shall issue a certificate of amendment showing the new name of the corporation and shall give notice of the change of name as soon as practicable in a publication generally available to the public.
(2)The articles of the corporation are amended accordingly on the date shown in the certificate of amendment.
Clause 6:Existing text of subsection 19(2):
(2)A notice of registered office in the form that the Director fixes shall be sent to the Director together with any articles that designate or change the province where the registered office of the corporation is located.
Clause 7:New.
Clause 8:Existing text of subsection 49(15):
(15)A corporation may issue a certificate for a fractional share or may issue in place thereof scrip certificates in bearer form that entitle the holder to receive a certificate for a full share by exchanging scrip certificates aggregating a full share.
Clause 9: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
.‍.‍.
(b)a personal representative of a registered security holder who is an infant, an incompetent person or a missing person; or
Clause 10:Existing text of section 54:
54Unless otherwise agreed, and subject to any applicable law, regulation or stock exchange rule, a person required to deliver securities may deliver any security of the specified issue in bearer form or registered in the name of the transferee or endorsed to the transferee or in blank.
Clause 11:Relevant portion of subsection 65(1):
65(1)In this section, appropriate person means
.‍.‍.
(d)if a person described in paragraph (a) is an individual and is without capacity to act by reason of death, incompetence, minority, or other incapacity, the person’s fiduciary;
Clause 12:Relevant portion of subsection 105(1):
105(1)The following persons are disqualified from being a director of a corporation:
.‍.‍.
(b)anyone who is of unsound mind and has been so found by a court in Canada or elsewhere;
Clause 13: (1)Existing text of subsection 106(3):
(3)Subject to paragraph 107(b), shareholders of a corporation shall, by ordinary resolution at the first meeting of shareholders and at each succeeding annual meeting at which an election of directors is required, elect directors to hold office for a term expiring not later than the close of the third annual meeting of shareholders following the election.
(2)Existing text of subsections 106(6) to (8):
(6)Notwithstanding subsections (2), (3) and (5), if directors are not elected at a meeting of shareholders the incumbent directors continue in office until their successors are elected.
(7)If a meeting of shareholders fails to elect the number or the minimum number of directors required by the articles by reason of the lack of consent, disqualification, incapacity or death of any candidates, the directors elected at that meeting may exercise all the powers of the directors if the number of directors so elected constitutes a quorum.
(8)The directors may, if the articles of the corporation so provide, appoint one or more additional directors, who shall hold office for a term expiring not later than the close of the next annual meeting of shareholders, but the total number of directors so appointed may not exceed one third of the number of directors elected at the previous annual meeting of shareholders.
Clause 14:Existing text of the definition:
business combination means an acquisition of all or substantially all the property of one body corporate by another, or an amalgamation of two or more bodies corporate, or any similar reorganization between or among two or more bodies corporate; (regroupement d’entreprises)
Clause 15:Relevant portion of subsection 137(5):
(5)A corporation is not required to comply with subsections (2) and (3) if
(a)the proposal is not submitted to the corporation at least the prescribed number of days before the anniversary date of the notice of meeting that was sent to shareholders in connection with the previous annual meeting of shareholders;
Clause 16:Existing text of subsection 138(3):
(3)If a record date for voting is not fixed under paragraph 134(1)‍(d), the corporation shall prepare, no later than ten days after a record date is fixed under paragraph 134(1)‍(c) or no later than the record date established under paragraph 134(2)‍(a), as the case may be, an alphabetical list of shareholders who are entitled to vote as of the record date that shows the number of shares held by each shareholder.
Clause 17:Existing text of subsection 150(1):
150(1)A person shall not solicit proxies unless
(a)in the case of solicitation by or on behalf of the management of a corporation, a management proxy circular in prescribed form, either as an appendix to or as a separate document accompanying the notice of the meeting, or
(b)in the case of any other solicitation, a dissident’s proxy circular in prescribed form stating the purposes of the solicitation
is sent to the auditor of the corporation, to each shareholder whose proxy is solicited, to each director and, if paragraph (b) applies, to the corporation.
Clause 18: (1) and (2)Existing text of section 151:
151(1)On the application of an interested person, the Director may exempt the person, on any terms that the Director thinks fit, from any of the requirements of section 149 or subsection 150(1), which exemption may have retrospective effect.
(2)The Director shall set out in a publication generally available to the public the particulars of exemptions granted under this section together with the reasons for the exemptions.
Clause 19:Existing text of subsection 153(1):
153(1)Shares of a corporation that are registered in the name of an intermediary or their nominee and not beneficially owned by the intermediary must not be voted unless the intermediary, without delay after receipt of the notice of the meeting, financial statements, management proxy circular, dissident’s proxy circular and any other documents other than the form of proxy sent to shareholders by or on behalf of any person for use in connection with the meeting, sends a copy of the document to the beneficial owner and, except when the intermediary has received written voting instructions from the beneficial owner, a written request for such instructions.
Clause 20:Relevant portion of subsection 155(1):
155(1)Subject to section 156, the directors of a corporation shall place before the shareholders at every annual meeting
(a)comparative financial statements as prescribed relating separately to
Clause 21:Existing text of section 156:
156The Director may, on application of a corporation, authorize the corporation to omit from its financial statements any item prescribed, or to dispense with the publication of any particular financial statement prescribed, and the Director may, if the Director reasonably believes that disclosure of the information contained in the statements would be detrimental to the corporation, permit the omission on any reasonable conditions that the Director thinks fit.
Clause 22:Existing text of subsection 159(1):
159(1)A corporation shall, not less than twenty-one days before each annual meeting of shareholders or before the signing of a resolution under paragraph 142(1)‍(b) in lieu of the annual meeting, send a copy of the documents referred to in section 155 to each shareholder, except to a shareholder who has informed the corporation in writing that he or she does not want a copy of those documents.
Clause 23: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
Clause 24:New.
Clause 25:Existing text of subsections 187(8) and (9):
(8)Subject to subsection 49(8), a share of a body corporate issued before the body corporate was continued under this Act is deemed to have been issued in compliance with this Act and with the provisions of the articles of continuance irrespective of whether the share is fully paid and irrespective of any designation, rights, privileges, restrictions or conditions set out on or referred to in the certificate representing the share; and continuance under this section does not deprive a holder of any right or privilege that the holder claims under, or relieve the holder of any liability in respect of, an issued share.
(9)Where a corporation continued under this Act had, before it was so continued, issued a share certificate in registered form that is convertible to bearer form, the corporation may, if a holder of such a share certificate exercises the conversion privilege attached thereto, issue a share certificate in bearer form for the same number of shares to the holder.
Clause 26:Existing text of section 193:
193A corporation may carry out a going-private transaction. However, if there are any applicable provincial securities laws, a corporation may not carry out a going-private transaction unless the corporation complies with those laws.
Clause 27:Existing text of section 208:
208(1)This Part, other than sections 209 and 212, does not apply to a corporation that is an insolvent person or a bankrupt as those terms are defined in subsection 2(1) of the Bankruptcy and Insolvency Act.
(2)Any proceedings taken under this Part to dissolve or to liquidate and dissolve a corporation shall be stayed if the corporation is at any time found, in a proceeding under the Bankruptcy and Insolvency Act, to be an insolvent person as defined in subsection 2(1) of that Act.
Clause 28: (1)Existing text of subsection 209(1):
209(1)When a body corporate is dissolved under this Part or under section 268 of this Act, section 261 of chapter 33 of the Statutes of Canada, 1974-75-76, or subsection 297(6) of the Canada Not-for-profit Corporations Act, any interested person may apply to the Director to have the body corporate revived as a corporation under this Act.
(2) to (5)Existing text of subsections 209(3) and (3.‍1):
(3)On receipt of articles of revival, the Director shall issue a certificate of revival in accordance with section 262, if
(a)the body corporate has fulfilled all conditions precedent that the Director considers reasonable; and
(b)there is no valid reason for refusing to issue the certificate.
(3.‍1)A body corporate is revived as a corporation under this Act on the date shown on the certificate of revival.
(6)Relevant portion of subsection 209(4):
(4)Subject to any reasonable terms that may be imposed by the Director, to the rights acquired by any person after its dissolution and to any changes to the internal affairs of the corporation after its dissolution, the revived corporation is, in the same manner and to the same extent as if it had not been dissolved,
(7)Existing text of subsection 209(6):
(6)In this section, interested person includes
(a)a shareholder, a director, an officer, an employee and a creditor of the dissolved corporation;
(b)a person who has a contractual relationship with the dissolved corporation;
(c)a person who, although at the time of dissolution of the corporation was not a person described in paragraph (a), would be such a person if a certificate of revival is issued under this section; and
(d)a trustee in bankruptcy for the dissolved corporation.
Clause 29:Relevant portion of subsection 212(2):
(2)The Director shall not dissolve a corporation under this section until the Director has
.‍.‍.
(b)published notice of that decision in a publication generally available to the public.
Clause 30:Relevant portion of subsection 213(4):
(4)On receipt of an order under this section, section 212 or 214, the Director shall
.‍.‍.
(b)if the order is to liquidate and dissolve the corporation under the supervision of the court, issue a certificate of intent to dissolve in the form that the Director fixes and publish notice of the order in a publication generally available to the public.
Clause 31:Relevant portion of section 221:
221A liquidator shall
.‍.‍.
(e)keep accounts of the moneys of the corporation received and paid out by him;
Clause 32:Existing text of subsection 225(1):
225(1)A person who has been granted custody of the documents and records of a dissolved corporation remains liable to produce such documents and records for six years following the date of its dissolution or until the expiration of such other shorter period as may be ordered under subsection 223(5).
Clause 33:Relevant portion of subsection 235(3):
(3)The Director shall publish in a publication generally available to the public the particulars of information obtained by the Director under this section, if the particulars
Clause 34:Existing text of subsection 237.‍7(4):
(4)In this section, organized market means a recognized exchange for a class of securities or a market that regularly publishes the price of that class of securities in a publication that is generally available to the public.
Clause 35:Existing text of subsection 252.‍5(3):
(3)A requirement under this Act or the regulations for one or more copies of a document to be provided to a single addressee at the same time is satisfied by the provision of a single version of the electronic document.
Clause 36: (1) to (5)Relevant portion of section 258.‍1:
258.‍1The Director may establish the requirements for the content and fix the form, including electronic or other forms, of notices and documents sent to or issued by the Director pursuant to this Act, including
.‍.‍.
(b)the persons or classes of persons who may transmit the notices and documents;
(c)their signature in electronic or other form, or their execution, adoption or authorization in a manner that is to have the same effect for the purposes of this Act as their signature;
(d)the time and circumstances when electronic notices and documents are to be considered to be sent or received, and the place where they are considered to have been sent or received; and
(e)any matter necessary for the purposes of the application of this section.
Clause 37:New.
Clause 38: (1) to (4)Relevant portion of subsection 261(1):
261(1)The Governor in Council may make regulations
(a)prescribing any matter required or authorized by this Act to be prescribed;
.‍.‍.
(b)requiring the payment of a fee in respect of the filing, examination or copying of any document, or in respect of any action that the Director is required or authorized to take under this Act, and prescribing the amount of the fee or the manner of determining the fee;
(c)respecting the payment of fees, including the time when and the manner in which the fees are to be paid, the additional fees that may be charged for the late payment of fees and the circumstances in which any fees previously paid may be refunded in whole or in part;
.‍.‍.
(f)prescribing that, for the purpose of paragraph 155(1)‍(a), the standards as they exist from time to time, of an accounting body named in the regulations shall be followed;
Clause 39:Existing text of section 261.‍1:
261.‍1The fee in respect of the filing, examination, or copying of any document, or in respect of any action that the Director is required or authorized to take, shall be paid to the Director on the filing, examination, or copying or before the Director takes the action in respect of which the fee is payable.
Clause 40:Existing text of subsection 262(2):
(2)Where this Act requires that articles or a statement relating to a corporation be sent to the Director,
(a)the articles or the statement shall be signed by a director or an officer of the corporation or, in the case of articles of incorporation, by an incorporator; and
(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
(i)record the date of the filing,
(ii)issue the appropriate certificate,
(iii)file the certificate and the articles or statement, or a copy, image or photographic, electronic or other reproduction of the certificate and of the articles or statement,
(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
(v)publish a notice of the issuance of the certificate in a publication generally available to the public.
Clause 41:Existing text of subsection 262.‍1(2):
(2)The notices referred to in subsections 19(2) and (4) and subsections 106(1) and 113(1), and the annual return referred to in section 263, may be signed by any individual who has the relevant knowledge of the corporation and who is authorized to do so by the directors, or, in the case of the notice referred to in subsection 106(1), the incorporators.
Clause 42:Existing text of section 263:
263Every corporation shall, on the prescribed date, send to the Director an annual return in the form that the Director fixes and the Director shall file it.
Clause 43:Existing text of subsection 265(8):
(8)If a corrected certificate materially amends the terms of the original certificate, the Director shall without delay give notice of the correction in a publication generally available to the public.
Clause 44:Existing text of section 266:
266(1)A person who has paid the required fee is entitled during usual business hours to examine a document required by this Act or the regulations to be sent to the Director, except a report sent to the Director under subsection 230(2), and to make copies of or extracts from it.
(2)The Director shall furnish any person with a copy, extract, certified copy or certified extract of a document required by this Act or the regulations to be sent to the Director, except a report sent under subsection 230(2).
Clause 45: (1)Existing text of subsection 267(1):
267(1)Records required by this Act to be maintained by the Director
(a)may be in bound or loose-leaf form or in photographic film form; or
(b)may be entered or recorded by any system of mechanical or electronic data processing or by any other information storage device that is capable of reproducing any required information in intelligible form within a reasonable time.
(2) and (3)Relevant portion of subsection 267(2):
(2)Where records are maintained by the Director otherwise than in written form,
.‍.‍.
(b)a report reproduced from those records, if it is certified by the Director, is admissible in evidence to the same extent as the original records would have been.
(4)Existing text of subsection 267(3):
(3)The Director is not required to produce any document, other than a certificate and attached articles or statement filed under section 262, after the expiration of the prescribed period.
Clause 46:Existing text of section 267.‍1:
267.‍1Information or notices required by this Act to be summarized in a publication generally available to the public or published by the Director may be made available to the public or published by any system of mechanical or electronic data processing or by any other information storage device that is capable of reproducing any required information or notice in intelligible form within a reasonable time.
Canada Cooperatives Act
Clause 47:New.
Clause 48: (1) and (2)Relevant portion of subsection 8(2):
(2)A person may not make an application under subsection (1) if the person is
.‍.‍.
(b)an individual who is of unsound mind and has been so found by a court in Canada or elsewhere; or
Clause 49:Relevant portion of section 10:
10An application for incorporation is made by sending the following to the Director:
.‍.‍.
(d)a declaration signed by the incorporators that after incorporation the cooperative will be organized and operated and will carry on business on a cooperative basis;
(e)if applicable, a declaration signed by the incorporators that after the incorporation the cooperative will be in compliance with either Part 20 or 21; and
Clause 50: (1)Relevant portion of subsection 11(1):
11(1)Articles of incorporation must be in the form fixed by the Director and contain the following particulars:
.‍.‍.
(c)the name and residence address of each of the incorporators;
(2)Existing text of subsection 11(5):
(5)The articles must be signed by the incorporators.
Clause 51:Existing text of subsection 12(2):
(2)For the purposes of paragraphs (1)‍(b) and (c), the Director may rely on the articles and the declarations required by section 10.
Clause 52:Existing text of sections 22 and 23:
22The Director may, on request, reserve for ninety days a name for an intended cooperative or for one that intends to change its name.
23A cooperative may not be incorporated with, have, carry on business under or identify itself by a name that is
(a)prohibited, or deceptively misdescriptive, as may be prescribed; or
(b)reserved for another body corporate.
Clause 53: (1)Existing text of subsections 24(1) and (2):
24(1)The Director may direct a cooperative to change its name if the cooperative’s name contravenes section 23 when the cooperative comes into existence or is continued.
(2)If a cooperative has not complied with a direction under subsection (1) within sixty days after it is served with a written copy of the direction, the Director may issue a certificate of amendment revoking the name of the cooperative and assigning a new name to it.
(2)Existing text of subsections 24(4) and (5):
(4)The articles of the cooperative are deemed to be amended accordingly on the date shown in the certificate of amendment issued under subsection (2).
(5)On issuing a certificate of amendment under subsection (2), the Director must give notice of the change of name without delay in a publication generally available to the public.
Clause 54:New.
Clause 55:Existing text of subsection 30(2):
(2)A notice of registered office in the form that the Director fixes must be sent to the Director together with any articles that designate or change the place of the registered office of the cooperative.
Clause 56:Relevant portion of subsection 58(4):
(4)A cooperative need not comply with subsection (3) if
(a)the proposal is not submitted to the cooperative at least the prescribed number of days before the anniversary date of the notice of meeting that was sent to members and shareholders in connection with the previous annual meeting;
Clause 57:Existing text of subsection 61(5):
(5)If a record date for voting is not fixed under subsection 51(4), a cooperative must prepare, not later than ten days after a record date for notice of meeting is fixed under subsection 51(3) or not later than the record date referred to in subsection 51(5), as the case may be, an alphabetical list of shareholders who are entitled to receive notice of a meeting of shareholders as of the record date that shows the number of shares held by each shareholder.
Clause 58:Relevant portion of subsection 78(1):
78(1)A person is not qualified to be a director if the person
.‍.‍.
(c)is of unsound mind and has been so found by a court in Canada or elsewhere; or
Clause 59: (1)New.
(2)New.
Clause 60:Existing text of section 84:
84Subject to section 86, no director may hold office for a single term of more than three years.
Clause 61:New.
Clause 62: (1) and (2)Existing text of section 167:
167(1)On the application of any interested person, the Director may exempt, on any terms that the Director thinks fit, the person from any of the requirements of section 165 or subsection 166(1), which exemption may have retrospective effect.
(2)The Director must set out in a publication generally available to the public the particulars of all exemptions granted under this section together with the reasons for the exemptions.
Clause 63:Existing text of subsection 169(1):
169(1)Shares of a cooperative that are registered in the name of an intermediary or a nominee of an intermediary and not beneficially owned by the intermediary must not be voted unless the intermediary, without delay after receipt of the notice of the meeting, management proxy circular, dissident’s proxy circular and any other documents other than the form of proxy sent to shareholders by or on behalf of any person for use in connection with the meeting, sends a copy of the document to the beneficial owner and, except when the intermediary has received written voting instructions from the beneficial owner, a written request for those instructions.
Clause 64:Existing text of the definition:
business combination means an acquisition of all or substantially all the property of one entity by another, or an amalgamation of two or more entities, or any similar reorganization between or among two or more entities.‍ (regroupement d’entreprises)
Clause 65:Existing text of subsection 185(1):
185(1)A cooperative may issue a certificate for a fractional investment share or may instead issue a scrip certificate in bearer form that entitles the holder to receive a certificate for a full investment share in exchange for sufficient scrip certificates equalling a full investment share.
Clause 66:Relevant portion of section 190:
190If a cooperative restricts the right to transfer its investment shares, the cooperative may, despite section 189, treat a person as the registered holder of a security if the person provides the cooperative with evidence that reasonably meets the requirements of the cooperative that the person is
(a)the heir of a deceased security holder, or the fiduciary of the estate or succession of a deceased security holder, or of a registered security holder who is a minor, an incompetent or incapable person or a missing person; or
Clause 67:Existing text of subsection 199(2):
(2)Subsection (1) is subject to any agreement to the contrary, to any applicable Act of Parliament or the legislature of a province or to any applicable regulation or stock exchange rule.
Clause 68:Relevant portion of subsection 221(1):
221(1)In this section, section 222, subsections 229(1) and 237(1) and section 241, appropriate, with respect to a person, means that the person is
.‍.‍.
(d)if a person described in paragraph (a) is an individual and is without capacity to act by reason of death, incompetence, minority or other incapacity, the person’s fiduciary;
Clause 69:Relevant portion of subsection 247(1):
247(1)Subject to section 248, the directors must place before the members at every annual meeting of members
(a)comparative financial statements as may be prescribed relating separately to
Clause 70:Existing text of section 248:
248The Director may, on application of a cooperative, authorize the cooperative to omit from its financial statements any prescribed item, and the Director may, if the Director reasonably believes that disclosure of any information to be contained in the statements would be detrimental to the cooperative, permit the omission on any reasonable conditions that the Director thinks fit.
Clause 71:Existing text of section 251:
251A cooperative shall send a copy of the documents referred to in section 247 to each member and shareholder, except to a member or shareholder who has informed the cooperative in writing that they do not want a copy of the documents,
(a)not less than twenty-one days before each annual meeting of members;
(b)not less than twenty-one days before each annual meeting of shareholders, if subsection 247(2) applies; or
(c)not later than a resolution in lieu of an annual meeting is signed under section 66.
Clause 72: (1)Existing text of subsections 285(4) to (7):
(4)If a body corporate wishes to apply for continuance under subsection (1), articles of continuance in the form that the Director fixes must be sent to the Director, together with any information that the Director may require and a declaration of the directors
(a)that after continuance the cooperative will be organized and operated and will carry on business on a cooperative basis;
(b)in the case of a cooperative to which Part 20 applies, that after continuance the cooperative will be in compliance with Part 20; and
(c)in the case of a cooperative to which Part 21 applies, that after continuance the cooperative will be in compliance with Part 21.
(5)If a body corporate wishes to apply for continuance under subsection (2), articles of continuance — and articles of amalgamation — in the form that the Director fixes must be sent to the Director, together with an amalgamation agreement containing the particulars set out in section 296, any information that the Director may require and a declaration of the directors
(a)that after amalgamation the cooperative will be organized and operated and will carry on business on a cooperative basis;
(b)in the case of a cooperative to which Part 20 applies, that after amalgamation the cooperative will be in compliance with Part 20; and
(c)in the case of a cooperative to which Part 21 applies, that after amalgamation the cooperative will be in compliance with Part 21.
(6)The Director must issue
(a)a certificate of continuance, on receipt of the articles of continuance and the declaration required by subsection (4), if she or he is satisfied that the requirements for incorporation have been met; or
(b)a certificate of continuance and a certificate of amalgamation, on receipt of the articles of continuance, the articles of amalgamation, the amalgamation agreement and the declaration required by subsection (5), if she or he is satisfied that the requirements for incorporation and the requirements for amalgamation have been met.
(7)For the purpose of subsection (6), the Director may rely on the articles and the declarations.
(2)Relevant portion of subsection 285(12):
(12)Subject to section 182,
(3)Existing text of subsection 285(13):
(13)If a cooperative continued under this Act had, before it was so continued, issued a share certificate in registered form that is convertible to bearer form, the cooperative may, if a holder of such a share certificate exercises the conversion privilege attached to the certificate, issue a share certificate in bearer form for the same number of shares to the holder.
Clause 73:Relevant portion of subsection 287(1):
287(1)Subject to subsection (6) and Parts 20 and 21, a cooperative, on a special resolution of the members and, if the cooperative has issued investment shares, on a separate special resolution of the shareholders of each class, may, if it establishes to the satisfaction of the Director by a declaration of the directors that its proposed continuance in another jurisdiction would not have an effect set out in any of paragraphs (a) to (d), apply to the appropriate official or public body of another jurisdiction requesting that the cooperative be continued as if it had been incorporated under the laws of that other jurisdiction, namely, that the continuance would not
Clause 74:Existing text of subsection 291(1):
291(1)Subject to any revocation under subsection 130(5) or 289(2), after an amendment has been adopted, articles of amendment must be sent to the Director in the form that the Director fixes, together with any information that the Director may require and a declaration of the directors
(a)that the cooperative will be organized and operated and will carry on business on a cooperative basis;
(b)if the cooperative is one to which Part 20 applies, that the cooperative will comply with Part 20; and
(c)if the cooperative is one to which Part 21 applies, that the cooperative will comply with Part 21.
Clause 75:Existing text of section 292:
292On receipt of articles of amendment and the declaration required by subsection 291(1), the Director must issue a certificate of amendment.
Clause 76:Relevant portion of subsection 299(2):
(2)A declaration of the directors of each amalgamating cooperative must be attached to the articles of amalgamation and must establish
(a)that the amalgamated cooperative will be organized and operated and will carry on business on a cooperative basis;
(b)if the cooperative is one to which Part 20 applies, that the amalgamated cooperative will comply with Part 20;
(c)if the cooperative is one to which Part 21 applies, that the cooperative will comply with Part 21;
Clause 77:Existing text of section 307:
307(1)This Part, other than sections 308 and 311, does not apply to a cooperative that is an insolvent person or a bankrupt as those terms are defined in subsection 2(1) of the Bankruptcy and Insolvency Act.
(2)Any proceedings taken under this Part to dissolve or to liquidate and dissolve a cooperative are stayed if the cooperative is at any time found, in a proceeding under the Bankruptcy and Insolvency Act, to be an insolvent person as defined in that Act.
Clause 78: (1)Existing text of subsections 308(1) and (2):
308(1)When a cooperative is dissolved under this Part, any interested person, or any person who would be an interested person if a certificate of revival is issued under this section, may apply to the Director to have the cooperative revived under this Act.
(2)Articles of revival in the form that the Director fixes must be sent to the Director, together with a declaration of the directors to the same effect as one referred to in paragraph 10(d) and, if applicable, in paragraph 10(e).
(2)Relevant portion of subsection 308(3):
(3)On receipt of articles of revival, the Director must issue a certificate of revival, unless the Director is of the opinion that issuing the certificate
(a)would result in the cooperative
(3)Existing text of subsections 308(4) and (5):
(4)For the purpose of subsection (3), the Director may rely on the articles of revival and the declarations referred to in subsection (2).
(5)A cooperative is revived under this Act on the date shown on the certificate of revival.
(4)Relevant portion of subsection 308(8):
(8)In this section, interested person includes
.‍.‍.
(b)a person who has a contractual relationship with the dissolved cooperative; and
(c)a trustee in bankruptcy for the dissolved cooperative.
Clause 79:Relevant portion of subsection 311(2):
(2)The Director may not dissolve a cooperative under this section until
.‍.‍.
(b)notice of intent to dissolve the cooperative has been published in a publication generally available to the public.
Clause 80:Relevant portion of subsection 312(4):
(4)On receipt of an order under this section or section 313, the Director must
.‍.‍.
(b)if the order is to liquidate and dissolve the cooperative under the supervision of the court, issue a certificate of intent to dissolve in the form that the Director fixes and publish notice of the order in a publication generally available to the public.
Clause 81:Relevant portion of subsection 315(4):
(4)A copy of an order made under subsection (2) must be
(a)published as directed in the order, at least once in each week before the time appointed for the hearing, in a publication generally available to the public; and
Clause 82:Relevant portion of section 320:
320A liquidator must, without delay after being appointed,
.‍.‍.
(b)publish notice in a publication generally available to the public and take reasonable steps to give notice of the appointment in each province or other jurisdiction where the cooperative carries on business, requiring
Clause 83:Existing text of section 325:
325A person who has been granted custody of the documents of a dissolved cooperative remains liable to produce them for six years after the date of its dissolution or until the end of any other shorter period that may be ordered under subsection 322(5).
Clause 84:Relevant portion of subsection 335(4):
(4)The Director must publish, in a publication generally available to the public, the particulars of information obtained under this section if the particulars
Clause 85:Existing text of subsection 337.‍7(4):
(4)In this section, organized market means a recognized exchange for a class of securities or a market that regularly publishes the price of that class of securities in a publication that is generally available to the public.
Clause 86:Existing text of subsections 367(1) to (3):
367(1)A declaration of the directors provided to the Director in accordance with subsection 285(4) or (5), 287(1), 291(1), 299(2) or 308(2) is sufficient if it is signed by a director or officer authorized to do so by resolution of the directors.
(2)The Director may, for all purposes of this Act, rely on a declaration provided under paragraph 10(d) or (e) or a declaration of the directors referred to in subsection (1).
(3)The notices referred to in subsections 30(2) and (4), 81(1) and 91(1), and the annual return referred to in subsection 374(1), may be signed by any individual who has the relevant knowledge of the cooperative and who is authorized to do so by the directors, or, in the case of the notice referred to in subsection 81(1), the incorporators.
Clause 87:Existing text of subsections 368(2) and (3):
(2)Except to the extent that may otherwise be prescribed, notices, documents, information or fees that are authorized or required to be submitted to, or issued by, the Director under this Act may be submitted or issued in electronic or other form in any manner fixed by the Director.
(3)For the purposes of this Act, a document, information or a fee that is submitted in accordance with subsection (2) is deemed to have been received by the Director at the time provided by the regulations.
Clause 88:New.
Clause 89: (1) to (3)Relevant portion of subsection 372(1):
372(1)The Governor in Council may make regulations
.‍.‍.
(c)prescribing the fees or the manner of determining the fees that may be charged in respect of the filing, verification or copying of a document under this Act or under a regulation made under this Act, or in respect of any services provided by the Director;
(d)respecting the payment of any fees, including the time when and the manner in which the fees are to be paid, the additional fees that may be charged for the late payment of fees and the circumstances in which any fees previously paid may be refunded in whole or in part;
.‍.‍.
(f)prescribing that, for the purpose of paragraph 247(1)‍(a), the standards as they exist from time to time of an accounting body named in the regulations are to be followed;
Clause 90:Existing text of section 372.‍1:
372.‍1The fee in respect of the filing, examination, or copying of any document or in respect of any action that the Director is required or authorized to take must be paid to the Director on the filing, examination, or copying or before the Director takes the action in respect of which the fee is payable.
Clause 91:Existing text of subsection 373(2):
(2)When this Act requires that articles or a statement relating to a cooperative be sent to the Director,
(a)the articles or statement must be signed by a director or officer or, in the case of articles of incorporation, by the incorporators; and
(b)on receiving the articles or statement in the form that the Director has fixed, any other required documents and the required fees, the Director must
(i)record the date on which it is received,
(ii)subject to sections 12, 285, 292, 299 and 308, issue the appropriate certificate,
(iii)file the certificate, articles or statement, or a copy, image or photographic, electronic or other reproduction of it,
(iv)send the certificate, or a copy, image or photographic, electronic or other reproduction of it, to the cooperative or its agent or mandatary, and
(v)publish a notice of the issuance of the certificate in a publication generally available to the public.
Clause 92:Existing text of section 374:
374Every cooperative must send the Director an annual return in the form, and on the date, that the Director fixes.
Clause 93:Existing text of subsection 376.‍1(8):
(8)If a corrected certificate materially amends the terms of the original certificate, the Director must without delay give notice of the correction in a publication generally available to the public.
Clause 94:Existing text of section 377:
377(1)A person who has paid the required fee is entitled during usual business hours to examine a document required by this Act or the regulations to be sent to the Director, except a report sent under subsection 330(2), and to make copies of it or take extracts from it.
(2)The Director must provide any person with a copy, extract, certified copy or certified extract of a document required by this Act or the regulations to be sent to the Director, except a report sent under subsection 330(2).
Clause 95: (1)Existing text of subsection 378(1):
378(1)Records required by this Act to be maintained by the Director may be in bound or loose-leaf form or in photographic film form, or may be entered or recorded by a system of mechanical or electronic data processing or by any other information storage device that is capable of reproducing any required information in intelligible written form within a reasonable time.
(2) and (3)Relevant portion of subsection 378(2):
(2)If records that are maintained by the Director are maintained other than in written form,
.‍.‍.
(b)a report reproduced from those records, if it is certified by the Director, is admissible in evidence to the same extent as the original written records would have been.
(4) and (5)Existing text of subsections 378(3) and (4):
(3)The Director is not required to produce any document, other than a certificate and attached articles or statement filed under section 373, after the expiration of the prescribed period.
(4)Information or notices required by this Act to be summarized in a publication generally available to the public or to be published by the Director may be made available to the public or published by a system of mechanical or electronic data processing or any other information storage device that is capable of reproducing any required information or notice in intelligible form within a reasonable time.
Canada Not-for-profit Corporations Act
Clause 96:New.
Clause 97:Existing text of subsection 6(2):
(2)No individual may incorporate a corporation under subsection (1) if that individual
(a)is less than 18 years of age;
(b)has been declared incapable by a court in Canada or in another country; or
(c)has the status of a bankrupt.
Clause 98:Existing text of subsection 12(1):
12(1)The Director may, on request, reserve for a prescribed period a name for an intended corporation or for a corporation about to change its name.
Clause 99:Relevant portion of subsection 78(1):
78(1)In section 79, subsections 86(1) and 94(1) and section 98, appropriate, with respect to a person, means that the person is
.‍.‍.
(d)if the person described in paragraph (a) is an individual and is without capacity to act by reason of death, minority or other incapacity, the person’s fiduciary;
Clause 100:Relevant portion of subsection 126(1):
126(1)The following persons are disqualified from being a director of a corporation:
.‍.‍.
(b)anyone who has been declared incapable by a court in Canada or in another country;
Clause 101:Existing text of subsection 128(7):
(7)If a meeting of members fails to elect the number or the minimum number of directors required by the articles by reason of the lack of consent, the disqualification, the incapacity or the death of any candidate, the directors elected at that meeting may exercise all the powers of the directors if the number of directors so elected constitutes a quorum.
Clause 102:Existing text of section 238:
238A person who has been granted custody of the documents and records of a dissolved corporation remains liable to produce those documents and records until the expiry of the prescribed period after the corporation’s dissolution or of any shorter period fixed by an order made under subsection 233(5).
Clause 103:New.
Clause 104: (1) and (2)Relevant portion of subsection 279(1):
279(1)A person who has paid the required fee is entitled during usual business hours to examine and make copies of or take extracts from a document required by this Act or the regulations to be sent to the Director, except
(3)Existing text of subsection 279(2):
(2)The Director shall, on request, furnish any person with a copy, extract, certified copy or certified extract of a document that may be examined under subsection (1).
Clause 105: (1) and (2)Relevant portion of section 282:
282The Director may establish the requirements for the content and fix the form, including electronic or other forms, of notices and other documents sent to or issued by the Director under this Act, including
.‍.‍.
(e)any matter necessary for the purposes of the application of this section.
Clause 106: (1)Existing text of subsection 283(1):
283(1)Documents received and accepted by the Director under this Act shall be kept by the Director in any form.
(2)Existing text of subsection 283(3):
(3)After the expiry of the prescribed period, the Director is not required to keep or produce a document other than
(a)a document referred to in section 128, 134 or 153;
(b)a certificate and attached articles or statement received under section 276; and
(c)the most recent notice of registered office, if no notice under section 20 has been received during the prescribed period.
Clause 107:Relevant portion of subsection 293(1):
293(1)The Governor in Council may make regulations
(a)prescribing any matter required or authorized by this Act to be prescribed;
Competition Act
Clause 109: (1)New.
(2)Existing text of subsections 2(2) and (3):
(2)For the purposes of this Act,
(a)one corporation is affiliated with another corporation if one of them is the subsidiary of the other or both are subsidiaries of the same corporation or each of them is controlled by the same person;
(b)if two corporations are affiliated with the same corporation at the same time, they are deemed to be affiliated with each other; and
(c)a partnership or sole proprietorship is affiliated with another partnership, sole proprietorship or a company if both are controlled by the same person.
(3)For the purposes of this Act, a corporation is a subsidiary of another corporation if it is controlled by that other corporation.
(3) and (4)Relevant portion of subsection 2(4):
(4)For the purposes of this Act,
(a)a corporation is controlled by a person other than Her Majesty if
(i)securities of the corporation to which are attached more than fifty per cent of the votes that may be cast to elect directors of the corporation are held, directly or indirectly, whether through one or more subsidiaries or otherwise, otherwise than by way of security only, by or for the benefit of that person, and
.‍.‍.
(c)a partnership is controlled by a person if the person holds an interest in the partnership that entitles the person to receive more than fifty per cent of the profits of the partnership or more than fifty per cent of its assets on dissolution.
Clause 110:Relevant portion of subsection 45(6):
(6)Subsection (1) does not apply if the conspiracy, agreement or arrangement
(a)is entered into only by companies each of which is, in respect of every one of the others, an affiliate; or
Clause 111:Existing text of subsection 47(3):
(3)This section does not apply in respect of an agreement or arrangement that is entered into or a submission that is arrived at only by companies each of which is, in respect of every one of the others, an affiliate.
Clause 112:Existing text of subsection 76(4):
(4)No order may be made under subsection (2) if the person referred to in subsection (3) and the customer or other person referred to in subparagraph (1)‍(a)‍(i) or (ii) are principal and agent or mandator and mandatary, or are affiliated corporations or directors, agents, mandataries, officers or employees of
(a)the same corporation, partnership or sole proprietorship; or
(b)corporations, partnerships or sole proprietorships that are affiliated.
Clause 113: (1)Relevant portion of subsection 77(4):
(4)The Tribunal shall not make an order under this section where, in its opinion,
.‍.‍.
and no order made under this section applies in respect of exclusive dealing, market restriction or tied selling between or among companies, partnerships and sole proprietorships that are affiliated.
(2)Existing text of subsection 77(5):
(5)For the purposes of subsection (4),
(a)one company is affiliated with another company if one of them is the subsidiary of the other or both are the subsidiaries of the same company or each of them is controlled by the same person;
(b)if two companies are affiliated with the same company at the same time, they are deemed to be affiliated with each other;
(c)a partnership or sole proprietorship is affiliated with another partnership, sole proprietorship or a company if both are controlled by the same person; and
(d)a company, partnership or sole proprietorship is affiliated with another company, partnership or sole proprietorship in respect of any agreement between them whereby one party grants to the other party the right to use a trade-mark or trade-name to identify the business of the grantee, if
(i)the business is related to the sale or distribution, pursuant to a marketing plan or system prescribed substantially by the grantor, of a multiplicity of products obtained from competing sources of supply and a multiplicity of suppliers, and
(ii)no one product dominates the business.
Clause 114:Existing text of section 79.‍1:
79.‍1The amount of an administrative monetary penalty imposed on an entity under subsection 79(3.‍1) is a debt due to Her Majesty in right of Canada and may be recovered as such from that entity in a court of competent jurisdiction.
Clause 115:Existing text of subsection 90.‍1(7):
(7)Subsection (1) does not apply if the agreement or arrangement is entered into, or would be entered into, only by companies each of which is, in respect of every one of the others, an affiliate.
Clause 116: (1)Existing text of the definition:
person means an individual, body corporate, unincorporated syndicate, unincorporated organization, trustee, executor, administrator or other legal representative, but does not include a bare trustee; (personne) 
(2)New.
(3)Existing text of subsection 108(2):
(2)For the purposes of this Part, except for the purposes of section 113, one corporation is not affiliated with another corporation by reason only of the fact that both corporations are controlled by Her Majesty in right of Canada or a province, as the case may be.
Clause 117:Existing text of subsection 109(2):
(2)For the purposes of this Part, the parties to a proposed acquisition of shares are the person or persons who propose to acquire the shares and the corporation the shares of which are to be acquired.
Clause 118: (1)Relevant portion of subsection 110(3):
(3)Subject to sections 111 and 113, this Part applies in respect of a proposed acquisition of voting shares of a corporation that carries on an operating business or controls a corporation that carries on an operating business
(a)if
(i)the aggregate value of the assets in Canada, determined as of the time and in the manner that is prescribed, that are owned by the corporation or by corporations controlled by that corporation, other than assets that are shares of any of those corporations, would exceed the amount determined under subsection (7) or (8), as the case may be, or
(2)Relevant portion of subsection 110(4):
(4)Subject to subsection (4.‍1) and section 113, this Part applies in respect of a proposed amalgamation of two or more corporations if one or more of those corporations carries on an operating business, or controls a corporation that carries on an operating business, where
(a)the aggregate value of the assets in Canada, determined as of the time and in the manner that is prescribed, that would be owned by the continuing corporation that would result from the amalgamation or by corporations controlled by the continuing corporation, other than assets that are shares of any of those corporations, would exceed the amount determined under subsection (7) or (8), as the case may be; or
(3)Relevant portion of subsection 110(4.‍1):
(4.‍1)This Part does not apply in respect of a proposed amalgamation of two or more corporations if one or more of those corporations carries on an operating business or controls a corporation that carries on an operating business, unless each of at least two of the amalgamating corporations, together with its affiliates,
(4)Relevant portion of subsection 110(5):
(5)Subject to sections 112 and 113, this Part applies in respect of a proposed combination of two or more persons to carry on business otherwise than through a corporation if one or more of those persons proposes to contribute to the combination assets that form all or part of an operating business carried on by those persons, or corporations controlled by those persons, and if
Clause 119:Relevant portion of section 111:
111The following classes of transactions are exempt from the application of this Part:
.‍.‍.
(f)an acquisition of voting shares of a corporation pursuant to an agreement in writing that provides for the issuance of those shares only if the person or persons acquiring them incur expenses to carry out exploration or development activities with respect to a Canadian resource property, as defined in subsection 66(15) of the Income Tax Act, in respect of which the corporation has the right to carry out those activities where the corporation does not have any significant assets other than that property.
Clause 120: (1)Relevant portion of subsection 114(1):
114(1)Subject to this Part, the parties to a proposed transaction shall, before the transaction is completed, notify the Commissioner that the transaction is proposed and supply the Commissioner with the prescribed information in accordance with this Part, if
.‍.‍.
(b)two or more corporations propose to amalgamate in the circumstances set out in subsection 110(4); or
(2)Existing text of subsection 114(3):
(3)If a proposed transaction is an acquisition of shares and the Commissioner receives information supplied under subsection (1) by a party to the transaction, other than the corporation whose shares are being acquired, before receiving such information from the corporation,
(a)the Commissioner shall immediately notify the corporation that the Commissioner has received from that party the prescribed information; and
(b)the corporation shall supply the Commissioner with the prescribed information within 10 days after being notified under paragraph (a).
Clause 121:Existing text of section 116:
116(1)If any of the information required under section 114 is not known or reasonably obtainable, or cannot be supplied because of the privilege that exists in respect of lawyers and notaries and their clients or because of a confidentiality requirement established by law, the person who is supplying the information may, instead of supplying the information, inform the Commissioner under oath or solemn affirmation of the matters in respect of which information has not been supplied and the reason why it has not been supplied.
(2)If any of the information required under section 114 could not, on any reasonable basis, be considered to be relevant to an assessment by the Commissioner as to whether the proposed transaction would or would be likely to prevent or lessen competition substantially, the person who is supplying the information may, in lieu of supplying the information, inform the Commissioner under oath or solemn affirmation of the matters in respect of which information has not been supplied and why the information was not considered relevant.
(2.‍1)If any of the information required under section 114 has previously been supplied to the Commissioner, the person who is supplying the information may, in lieu of supplying it, inform the Commissioner under oath or solemn affirmation of the matters in respect of which information has previously been supplied and when it was supplied.
(3)Where a person chooses not to supply the Commissioner with information required under section 114 and so informs the Commissioner in accordance with subsection (2) or (2.‍1) and the Commissioner or a person authorized by the Commissioner notifies that person, within seven days after the Commissioner is so informed, that the information is required, the person shall supply the Commissioner with the information.
Clause 122:Existing text of subsection 117(1):
117(1)Nothing in section 114 requires any person who is a director of a corporation to supply information that is known to that person by virtue only of his position as a director of an affiliate of the corporation that is neither a wholly-owned affiliate nor a wholly-owning affiliate of the corporation.
Clause 123:Existing text of section 118:
118The information supplied to the Commissioner under section 114 shall be certified on oath or solemn affirmation
(a)in the case of a corporation supplying the information, by an officer thereof or other person duly authorized by the board of directors or other governing body of the corporation, or
(b)in the case of any other person supplying the information, by that person,
as having been examined by that person and as being, to the best of his knowledge and belief, correct and complete in all material respects.
Clause 124:Existing text of subsections 123(2) and (3):
(2)A proposed transaction referred to in section 114 may be completed before the end of a period referred to in subsection (1) if, before the end of that period, the Commissioner or a person authorized by the Commissioner notifies the persons who are required to give notice and supply information that the Commissioner does not, at that time, intend to make an application under section 92 in respect of the proposed transaction.
(3)In the case of an acquisition of voting shares to which subsection 114(3) applies, the periods referred to in subsection (1) shall be determined without reference to the day on which the information required under section 114 is received by the Commissioner from the corporation whose shares are being acquired.

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