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

Marginal note:Corrections

• 11. (1) When the letters patent or supplementary letters patent contain any misnomer, misdescription, clerical error or other defect, the Minister may direct the letters patent or supplementary letters patent to be corrected.

• Marginal note:Notice of correction

  (2) Notice of the correction of the letters patent or supplementary letters patent shall be forthwith given by the Minister in the Canada Gazette if the correction made causes them to depart materially from the text of the original notice given pursuant to section 10.

Marginal note:Date of existence

12. A company comes into existence on the date of the letters patent incorporating it.

13. [Repealed, 2009, c. 23, s. 313]

14. [Repealed, 2009, c. 23, s. 313]

Marginal note:Powers given subject to this Act

15. All powers given to a company by letters patent or supplementary letters patent shall be exercised subject to the provisions and restrictions contained in this Part.

Marginal note:Incidental and ancillary powers

• 16. (1) A company may, as ancillary and incidental to the objects set out in its letters patent or supplementary letters patent, exercise any or all of the following powers, namely the power:

  • (a) to carry on any other business that may seem to the company capable of being conveniently carried on in connection with its business or calculated directly or indirectly to enhance the value of or render profitable any of the company’s property or rights;

  • (a.1) to purchase or otherwise acquire and undertake all or any of the assets, business, property, privileges, contracts, rights, obligations and liabilities of any other company or any society, firm or person carrying on any business that the company is authorized to carry on, or possessed of property suitable for the purposes of the company;

  • (b) to apply for, purchase or otherwise acquire any patents, patent rights, copyrights, trade marks, formulae, licences, concessions and the like, conferring any exclusive or non-exclusive or limited right to use, or any secret or other information as to any invention that may seem capable of being used for any of the purposes of the company, or the acquisition of which may seem calculated directly or indirectly to benefit the company, and to use, exercise, develop or grant licenses in respect of, or otherwise turn to account, the property, rights or information so acquired;

  • (b.1) to amalgamate or enter into partnership or into any arrangement for sharing of profits, union of interests, cooperation, joint adventure, reciprocal concession or otherwise, with any other company or any society, firm or person, carrying on or engaged in or about to carry on or engage in any business or transaction that the company is authorized to carry on or engage in, or any business or transaction capable of being conducted so as directly or indirectly to benefit the company; and to lend money to, guarantee the contracts of, or otherwise assist any such company, society, firm or person, and to take or otherwise acquire shares and securities of any such company, and to sell, hold or otherwise deal with the same;

  • (c) to take, or otherwise acquire and hold, shares, debentures or other securities of any other company having objects altogether or in part similar to those of the company, or carrying on any business capable of being conducted so as, directly or indirectly, to benefit the company, and to sell or otherwise deal with the same;

  • (d) to enter into any arrangements with any government or authority, municipal, local or otherwise, that may seem conducive to the company’s objects, or any of them, and to obtain from any such government or authority any rights, privileges and concessions that the company may think it desirable to obtain, and to carry out, exercise and comply with any such arrangements, rights, privileges and concessions;

  • (e) to establish and support or aid in the establishment and support of associations, institutions, funds, trusts and conveniences calculated to benefit employees or ex-employees of the company or of its predecessors in business, or the dependants or connections of such persons, and to grant pensions and allowances, and to make payments toward insurance, and to subscribe or guarantee money for charitable or benevolent objects, or for any exhibition or for any public, general or useful object;

  • (f) to promote any other company or companies for the purpose of acquiring or taking over all or any of the property and liabilities of the company, or for any other purpose that may seem directly or indirectly calculated to benefit the company;

  • (g) to purchase, take on lease or in exchange, hire, and otherwise acquire and hold, sell or otherwise deal with any real and personal property and any rights or privileges that the company may think necessary or convenient for the purposes of its business and in particular any land, buildings, easements, machinery, plant and stock-in-trade;

  • (h) to construct, improve, maintain, work, manage, carry out or control any roads, ways, branches or sidings, bridges, reservoirs, watercourses, wharfs, manufactories, warehouses, electric works, shops, stores and other works and conveniences that may seem calculated directly or indirectly to advance the company’s interests, and to contribute to, subsidize or otherwise assist or take part in the construction, improvement, maintenance, working, management, carrying out or control thereof;

  • (i) to lend money to any other company, or any society, firm or person, having dealings with the company or with whom the company proposes to have dealings or to any other company any of whose shares are held by the company;

  • (j) to draw, make, accept, endorse, discount, execute and issue promissory notes, bills of exchange, bills of lading, warrants and other negotiable or transferable instruments;

  • (k) to sell or dispose of the undertaking of the company or any part thereof for such consideration as the company may think fit, and in particular for shares, debentures or securities of any other company that has objects altogether or in part similar to those of the company;

  • (l) to apply for, secure, acquire by grant, legislative enactment, assignment, transfer, purchase or otherwise, and to exercise, carry out and enjoy any charter, licence, power, authority, franchise, concession, right or privilege, that any government or authority or any corporation or other public body may be empowered to grant, and to pay for, aid in and contribute toward carrying the same into effect, and to appropriate any of the company’s shares, debentures, or other securities and assets to defray the necessary costs, charges and expenses thereof;

  • (m) to procure the company to be registered and recognized in any foreign country or place, and to designate persons therein according to the laws of such foreign country or place to represent the company and to accept service for and on behalf of the company of any process or suit;

  • (n) to remunerate any other company, or any society, firm or person for services rendered, or to be rendered, in placing or assisting to place or guaranteeing the placing of any of the shares in the company’s capital or any debentures or other securities of the company, or in or about the organization, formation or promotion of the company or the conduct of its business;

  • (o) to raise and assist in raising money for, and to aid by way of bonus, loan, promise, endorsement, guarantee or otherwise, any other company with which the company may have business relations or any of whose shares, debentures or other obligations are held by the company and to guarantee the performance or fulfilment of any contracts or obligations of any such company or of any person with whom the company may have business relations, and in particular to guarantee the payment of the principal of and interest on debentures or other securities, mortgages and liabilities of any such company;

  • (p) to adopt such means of making known the products of the company as may seem expedient, and in particular by advertising in the press, by circulars, by purchase and exhibition of works of art or interest, by publication of books and periodicals and by granting prizes, rewards and donations;

  • (q) to sell, improve, manage, develop, exchange, lease, dispose of, turn to account or otherwise deal with all or any part of the property and rights of the company;

  • (r) to issue and allot fully or partly paid up shares of the capital stock of the company in payment or part payment of any real or personal property purchased or otherwise acquired by the company or any services rendered to the company;

  • (s) to distribute among the shareholders of the company in kind, specie or otherwise, any property or assets of the company including any proceeds of the sale or disposal of any property of the company and in particular any shares, debentures, or other securities of or in any other company belonging to the company, or of which it may have power to dispose, if either such distribution is made for the purpose of enabling the company to surrender its charter under the provisions of this Act, or such distribution, apart from the provisions of this paragraph, would have been lawful if made in cash;

  • (t) to pay out of the funds of the company all or any of the expenses of or incidental to the formation and organization thereof, or which the company may consider to be preliminary;

  • (u) to establish agencies and branches;

  • (v) to invest and deal with the moneys of the company not immediately required in such manner as may from time to time be determined;

  • (w) to apply for, promote and obtain any statute, ordinance, order, regulation or other authorization or enactment that may seem calculated directly or indirectly to benefit the company; and to oppose any proceedings or application that may seem calculated directly or indirectly to prejudice the company’s interests;

  • (x) to take or hold mortgages, hypothecs, liens and charges to secure payment of the purchase price, or for any unpaid balance of the purchase price of any part of the company’s property of whatsoever kind sold by the company, or any money due to the company from purchasers and others and to sell or otherwise dispose of said mortgages, hypothecs, liens and charges;

  • (y) to carry out all or any of the objects of the company and do all or any of the things set out in this subsection as principal, agent, contractor, or otherwise, and either alone or in conjunction with others; and

  • (z) to do all such other things as are incidental or conducive to the attainment of the objects and the exercise of the powers of the company.

• Marginal note:Property and rights

  (2) The company shall from the date of its letters patent become and be vested with all property and rights, real and personal, theretofore held for it under any trust created with a view to its incorporation.

• Marginal note:Other powers

  (3) Nothing in this section prevents the inclusion in the letters patent or supplementary letters patent of a company of other powers in addition to or in modification of the powers mentioned in subsection (1).

• Marginal note:Withholding or limiting powers

  (4) Any of the powers set out in subsection (1) may be withheld or limited by the letters patent or supplementary letters patent of the company.