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

Marginal note:Power to appoint inspectors

• 115. (1) A company may by resolution of its shareholders at any annual or special general meeting called for that purpose appoint inspectors to investigate its affairs.

• Marginal note:Powers and duties of inspectors

  (2) Inspectors so appointed have the same powers and duties as inspectors appointed by the Minister, except that, instead of reporting to the Minister, they shall report in such manner and to such persons as the shareholders by resolution may direct.

• Marginal note:Refusing to produce books or answer questions

  (3) Officers and agents of the company shall incur the like penalties in ease of refusal to produce any book or document required to be produced to inspectors so appointed, or to answer any question, as they would have incurred if the inspectors had been appointed by the Minister.

Marginal note:Report of inspectors to be evidence

116. A copy of the report of any inspectors appointed under this Act, authenticated by the seal of the company whose affairs they have investigated or by the seal of the Minister, is admissible in any legal proceeding as evidence of the opinion of the inspectors in relation to any matter contained in the report.

Marginal note:Books of account and accounting records

• 117. (1) Every company shall cause to be kept proper accounting records with respect to all financial and other transactions of the company, and, without limiting the generality of the foregoing, shall cause records to be kept of

  • (a) all sums of money received and disbursed by the company and the matters in respect of which receipt and disbursement take place;

  • (b) all sales and purchases by the company;

  • (c) all assets and liability of the company; and

  • (d) all other transactions affecting the financial position of the company.

• Marginal note:Records to be kept at head office

  (2) The accounting records shall be kept at the head office of the company or at such other place in Canada as the directors think fit, and shall at all times be open to inspection by the directors.

• Marginal note:Keeping records at other offices

  (3) In case the operating accounts of the company are kept at some place outside Canada, there shall be kept at the head office of the company such comprehensive records as will enable the directors to ascertain with reasonable accuracy the financial position of the company at the end of each three months period.

Marginal note:Information for annual meeting

• 118. (1) The directors shall place before each annual meeting of shareholders

  • (a) a comparative financial statement relating separately to

    • (i) the period that began on the date of incorporation and ended not more than six months before the annual meeting, or, if the company has completed a financial year, the period that began immediately after the end of the last completed financial year and ended not more than six months before the annual meeting, as the case may be, and

    • (ii) the period covered by the financial year next preceding the latest completed financial year, if any,

    which comparative financial statement shall be made up of

    • (iii) an income statement for each a period,

    • (iv) a statement of surplus for each period,

    • (v) a statement of source and application of funds for each period, and

    • (vi) a balance sheet as at the end of each period;

  • (b) the report of the auditor to the shareholders; and

  • (c) such further information respecting the financial position of the company as the charter or by-laws of the company require.

• Marginal note:Designations not necessary

  (2) It is not necessary to designate the statements referred to in subsection (1) as the income statement, statement of surplus, statement of source and application of funds or balance sheet.

• Marginal note:Saving

  (3) Notwithstanding paragraph (1)(a), the financial statement referred to in that paragraph may relate only to the period that ended not more than six months before the annual meeting, if the reason for the omission of the statement in respect of the period covered by the previous financial statement is set out in the financial statement to be laid before such meeting or by way of note thereto.

• Marginal note:Omitting source and application of funds

  (4) Notwithstanding subparagraph (1)(a)(v), the statement of source and application of funds may be omitted, if the reason for such omission is set out in the financial statement or by way of note thereto.