Bill C-12
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SUMMARY |
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This enactment amends the Canada Business Corporations Act (the
``CBCA''). The primary purposes of the amendments are to allow for
the implementation of technological innovations such as electronic
filing and facsimile transmission of documents, to simplify certain
statutory procedures and record-keeping and filing requirements, to
clarify the text of certain sections and to make the administration of the
Act more effective and efficient.
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The major elements of the enactment are as follows:
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1. Amendments to allow for the use of innovations in information
technology in respect of documents sent to or issued by the Director,
permitting better service to the public, reduced paper burden and waste,
and cost savings for corporations.
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2. Amendments to simplify the holding of an election of directors at
meetings and to permit current directors to appoint a limited number of
directors between shareholder meetings, if the articles of the
corporation so provide.
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3. A new provision to establish a six year period for which
accounting records and files must be kept, in keeping with the trend
toward reducing paper and administrative costs for users of the CBCA.
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4. A new provision that the Director may exempt the filing of
specified notices or documents or classes of notices or documents, in
accordance with circumstances prescribed by regulation, thereby
allowing for a reduction in the burden of multiple filings imposed on
CBCA corporations.
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5. Revised definitions of ``control'' and ``subsidiary'' to capture the
whole chain of corporations under the ultimate control of a holding
corporation.
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6. Amendments to simplify filing requirements by eliminating
public financial disclosure for large CBCA privately-held corporations,
while maintaining disclosure to shareholders.
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7. A new subsection to prohibit CBCA corporations from carrying
on business as degree-granting educational institutions unless
expressly authorized to do so by a competent authority, such as by or
under provincial laws on education.
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8. An amendment to prohibit a business name from containing one
of the words or expressions such as ``limited'' that normally constitute
the legal element of a corporate name in order to avoid any possible
confusion between a corporate name and other business names that a
corporation may use.
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9. An amendment to expand the power of the Director to require a
corporation to change its name, where a corporation acquires a name as
a result of a person undertaking to dissolve or to change names and the
undertaking is not honoured.
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10. An amendment to eliminate the requirement for the Director to
publish notice in a newspaper of their intention to dissolve a delinquent
corporation.
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11. Amendments to provide for the discontinuance of CBCA
corporations continued or amalgamated within the federal jurisdiction
and for CBCA shareholder approval and right to dissent.
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12. A review within three years of the provisions and operations of
the CBCA by Parliamentary Committee.
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