Canada Corporations Act (R.S.C. 1970, c. C-32)

Act current to 2016-01-25 and last amended on 2015-02-26. Previous Versions

Marginal note:Appointment of auditor at first general meeting
  •  (1) The shareholders of a company at their first general meeting shall appoint one or more auditors to hold office until the close of the next annual meeting, and, if the shareholders fail to do so, the directors shall forthwith make such appointment or appointments.

  • Marginal note:Annual appointment of auditor

    (2) The shareholders of a company at each annual meeting shall appoint one or more auditors to hold office until the close of the next annual meeting, and, if an appointment is not so made, the auditor in office continues in office until a successor is appointed.

  • Marginal note:Notice of intention to nominate auditor

    (3) A person, other than a retiring auditor, is not capable of being appointed auditor at an annual meeting unless notice in writing of an intention to nominate that person to the office of auditor has been given by a shareholder of the company not less than fourteen days before the annual meeting; and the company shall send a copy of any such notice to the retiring auditor and to the person it is intended to nominate, and shall give notice thereof to the shareholders, either by advertisement or in any other mode provided by the by-laws of the company, not less than seven days before the annual meeting.

  • Marginal note:Vacancy

    (4) The directors may fill any casual vacancy in the office of auditor, but while the vacancy continues the surviving or continuing auditor, if any, may act.

  • Marginal note:Removal of auditor

    (5) The shareholders, by a resolution passed by at least two-thirds of the votes cast at a general meeting of which notice specifying the intention to pass such resolution was given, may remove any auditor before the expiration of his term of office, and shall by a majority of the votes cast at that meeting appoint another auditor in his stead for the remainder of his term.

  • Marginal note:Remuneration

    (6) The remuneration of an auditor appointed by the shareholders shall be fixed by the shareholders or by the directors, if they are authorized to do so by the shareholders, and the remuneration of an auditor appointed by the directors shall be fixed by the directors.

  • Marginal note:Appointment by Minister

    (7) Where for any reason no auditor is appointed, the Minister may, on the application of any shareholder, appoint one or more auditors to hold office until the close of the next annual meeting and fix the remuneration to be paid by the company for his or their services.

  • Marginal note:Notice of appointment

    (8) When an auditor is appointed under this section, the company shall give him notice thereof forthwith in writing unless he held that office immediately prior to his appointment.

  • 1964-65, c. 52, s. 39.
Marginal note:Disqualification for appointment
  •  (1) Except as provided in subsection (2), no person shall be appointed as auditor of a company who is a director, officer or employee of that company or an affiliated company or who is a partner, employer or employee of any such director, officer or employee.

  • Marginal note:Private company exception

    (2) Upon the unanimous vote of the shareholders of a private company, present or represented at the meeting at which the auditor is appointed, a director, officer or employee of that company or an affiliated company, or a partner, employer or employee of that director, officer or employee may be appointed as auditor of that company.

  • Marginal note:Non-application of subsection (2)

    (2.1) Subsection (2) does not apply if the company is a company to which paragraph 128(1)(b) applies, or if the company is a subsidiary of a company incorporated in any jurisdiction in Canada that is not a private company within the meaning of this Act.

  • Marginal note:Statement of auditor’s position

    (3) A person appointed as auditor under subsection (2) shall indicate in his report to the shareholders on the annual financial statement of the company that he is a director, officer or employee of the company or an affiliated company or a partner, employer or employee of the director, officer or employee.

  • R.S., 1970, c. C-32, s. 131;
  • R.S., 1970, c. 10(1st Supp.), s. 21.
Marginal note:Annual audit
  •  (1) The auditor shall make such examination as will enable him to report to the shareholders as required under subsection (2).

  • Marginal note:Auditor’s report

    (2) The auditor shall make a report to the shareholders on the financial statement, other than the part thereof that relates to the period referred to in subparagraph 118(1)(a)(ii), to be laid before the company at any annual meeting during his term of office and shall state in his report whether in his opinion the financial statement referred to therein presents fairly the financial position of the company and the results of its operations for the period under review in accordance with generally accepted accounting principle applied on a basis consistent with that of the preceding period.

  • Marginal note:Where statement required

    (3) The auditor in his report shall make such statements as he considers necessary in any case where

    • (a) the financial statement of the company is not in agreement with the accounting records;

    • (b) the financial statement of the company is not in accordance with the requirements of this Act;

    • (c) he has not received all the information and explanation that he has required; or

    • (d) proper accounting records have not been kept, so far as appears from his examination.

  • Marginal note:Right of access to records

    (4) The auditor of a company shall have access at all times to all records, documents, books, accounts and vouchers of the company, and is entitled to require from the directors and officers of the company

    • (a) such information and explanations,

    • (b) such access to all records, documents, books, accounts and vouchers of any subsidiary company, and

    • (c) such information and explanations from the directors and officers of any subsidiary company,

    as in his opinion may be necessary to enable him to report as required by subsection (2).

  • Marginal note:Right to attend meetings

    (5) The auditor of a company is entitled to attend any meeting of shareholders of the company and to receive all notices and other communications relating to any such meeting that any shareholder is entitled to receive, unless waived by such auditor, and to be heard at any such meeting that he attends on any part of the business of the meeting that concerns him as auditor.

  • Marginal note:Required attendance of auditor

    (6) A company, upon receipt, not less than seven days before a meeting of shareholders, of a written application of shareholders holding not less than ten per cent of the issued shares of the company that the auditor of the company be requested to attend the meeting, shall forthwith in writing request the auditor to attend that meeting of shareholders, and the auditor or his representative shall so attend.

  • R.S., 1970, c. C-32, s. 132;
  • R.S., 1970, c. 10(1st Supp.), s. 22.
Marginal note:Annual returns
  •  (1) Every company shall, on or before the 1st day of June in every year, make a summary as of the 31st day of March preceding, specifying the following particulars:

    • (a) the corporate name of the company;

    • (b) the manner in which the company is incorporated and the date of incorporation;

    • (c) the complete postal address of the head office of the company;

    • (d) the date upon which and the place where the last annual meeting of the shareholders of the company was held;

    • (e) the names and complete postal addresses of the persons who at the date of the return are the directors of the company; and

    • (f) the name and complete postal address of the auditor of the company.

  • Marginal note:Summary to be filed, signed and certified

    (2) The summary mentioned in subsection (1) shall be completed and filed in duplicate in the Department on or before the 1st day of June aforesaid, and each of the duplicates shall be signed and certified by a director or an officer of the company.

  • Marginal note:Defaults

    (3) A company that makes default in complying with any requirement of this section is guilty of an offence and is liable on summary conviction to a fine of not less than twenty dollars and not more than one hundred dollars for each day during which the default continues; and every director or officer who knowingly authorized, permitted or acquiesced in any such default is guilty of an offence and is liable on summary conviction to a like fine.

  • Marginal note:Duplicate of summary

    (4) The Minister, or an official of the Department designated for that purpose, shall endorse upon one duplicate of the above summary the date of the receipt thereof at the Department and shall return the duplicate summary to the company and it shall be retained at the head office of the company available for perusal of, and for the purpose of making copies thereof or extracts therefrom by, any shareholder or creditor of the company.

  • Marginal note:Proof of endorsement

    (5) The duplicate of the said summary endorsed as required under subsection (4) is evidence that the summary was filed in the Department pursuant to this section on any prosecution under this section and the written or stamped signature of an official of the Department to the endorsement of the said duplicate shall be deemedprima facie proof that the said official has been designated to affix his signature thereto.

  • Marginal note:Proof of failure to file summary

    (6) A certificate under the hand and seal of office of the Minister that the aforesaid summary in duplicate was not filed in the Department by a company pursuant to this section is evidence on a prosecution under this section that such summary was not filed in the Department.

  • Marginal note:Companies exempt

    (7) Companies incorporated after the 1st day of March in any year are not subject to the provisions of this section until the 31st day of March of the following year.

  • Marginal note:Where default exists

    (8) Where a summary in respect of an earlier year has not been filed with the Department or where the annual fees are in default, the summary required under subsection (1) may not be filed until the summary in respect of the earlier year has been filed or until the annual fee has been paid, as the case may be.

  • Marginal note:Failure to file for two consecutive years

    (9) Where a company has for two consecutive years failed to file in the Department the summary required under subsection (1), the Minister may, notwithstanding paragraph 150(1)(c), give notice to the company that an order dissolving the company will be issued unless within one year after the publication of the notice in the Canada Gazette the company files a summary in respect of those two years.

  • Marginal note:Publication of notice

    (10) The notice under subsection (9) shall be given by registered mail to the company or by publication of the notice in the Canada Gazette.

  • Marginal note:Dissolution of company

    (11) One year after the publication of notice in the Canada Gazette, if the company has not filed a summary for the two years in respect of which it was in default, the Minister may, by order published in the Canada Gazette, declare the company dissolved, and thereupon the company is dissolved, and section 33 appliesmutatis mutandis thereto.

  • Marginal note:“Winding-up”

    (11.1) For the purpose of distributing the assets of a company dissolved by order under subsection (11) among shareholders or creditors, the affairs of the company may be wound up under the Winding-up Act, upon an application to a court of competent jurisdiction, by a director, shareholder or creditor of the company or the Attorney General of Canada, for an order winding up the company under that Act, as a company described in paragraph 10(a) of that Act.

  • Marginal note:Notice of winding-up or bankruptcy

    (12) Where a company is being wound up or where a company is being administered by a trustee in bankruptcy, the liquidator or trustee, as the case may be, shall annually, without fee therefor, give notice of the winding-up or bankruptcy to the Department in lieu of the summary required under subsection (1).

  • R.S., 1970, c. C-32, s. 133;
  • R.S., 1970, c. 10(1st Supp.), s. 23.
 
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