Canada Business Corporations Act (R.S.C., 1985, c. C-44)

Act current to 2016-11-21 and last amended on 2015-02-26. Previous Versions

Application

Marginal note:Application of Act
  •  (1) This Act applies to every corporation incorporated and every body corporate continued as a corporation under this Act that has not been discontinued under this Act.

  • (2) [Repealed, 1991, c. 45, s. 551]

  • Marginal note:Certain Acts do not apply

    (3) The following do not apply to a corporation:

  • Marginal note:Limitations on business that may be carried on

    (4) No corporation shall carry on the business of

  • Marginal note:Limitations on business that may be carried on

    (5) No corporation shall carry on business as a degree-granting educational institution unless expressly authorized to do so by a federal or provincial agent that by law has the power to confer degree-granting authority on an educational institution.

  • R.S., 1985, c. C-44, s. 3;
  • 1991, c. 45, s. 551, c. 46, s. 595, c. 47, s. 719;
  • 1992, c. 1, s. 142;
  • 1994, c. 24, s. 3;
  • 1996, c. 6, s. 167, c. 10, s. 212;
  • 1999, c. 31, s. 63;
  • 2001, c. 14, s. 2(F);
  • 2007, c. 6, s. 399;
  • 2009, c. 23, s. 309.

Purposes of Act

Marginal note:Purposes

 The purposes of this Act are to revise and reform the law applicable to business corporations incorporated to carry on business throughout Canada, to advance the cause of uniformity of business corporation law in Canada and to provide a means of allowing an orderly transferance of certain federal companies incorporated under various Acts of Parliament to this Act.

  • 1974-75-76, c. 33, s. 4;
  • 1978-79, c. 9, s. 1(F).

PART IIIncorporation

Marginal note:Incorporators
  •  (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.

  • Marginal note:Bodies corporate

    (2) One or more bodies corporate may incorporate a corporation by signing articles of incorporation and complying with section 7.

  • 1974-75-76, c. 33, s. 5;
  • 1978-79, c. 9, s. 1(F).
Marginal note:Articles of incorporation
  •  (1) Articles of incorporation shall follow the form that the Director fixes and shall set out, in respect of the proposed corporation,

    • (a) the name of the corporation;

    • (b) the province in Canada where the registered office is to be situated;

    • (c) the classes and any maximum number of shares that the corporation is authorized to issue, and

      • (i) if there will be two or more classes of shares, the rights, privileges, restrictions and conditions attaching to each class of shares, and

      • (ii) if a class of shares may be issued in series, the authority given to the directors to fix the number of shares in, and to determine the designation of, and the rights, privileges, restrictions and conditions attaching to, the shares of each series;

    • (d) if the issue, transfer or ownership of shares of the corporation is to be restricted, a statement to that effect and a statement as to the nature of such restrictions;

    • (e) the number of directors or, subject to paragraph 107(a), the minimum and maximum number of directors of the corporation; and

    • (f) any restrictions on the businesses that the corporation may carry on.

  • Marginal note:Additional provisions in articles

    (2) The articles may set out any provisions permitted by this Act or by law to be set out in the by-laws of the corporation.

  • Marginal note:Special majorities

    (3) Subject to subsection (4), if the articles or a unanimous shareholder agreement require a greater number of votes of directors or shareholders than that required by this Act to effect any action, the provisions of the articles or of the unanimous shareholder agreement prevail.

  • Marginal note:Idem

    (4) The articles may not require a greater number of votes of shareholders to remove a director than the number required by section 109.

  • R.S., 1985, c. C-44, s. 6;
  • 1994, c. 24, s. 4(F);
  • 2001, c. 14, ss. 3, 134(F).
Marginal note:Delivery of articles of incorporation

 An incorporator shall send to the Director articles of incorporation and the documents required by sections 19 and 106.

  • 1974-75-76, c. 33, s. 7;
  • 1978-79, c. 9, s. 1(F).
Marginal note:Certificate of incorporation
  •  (1) Subject to subsection (2), on receipt of articles of incorporation, the Director shall issue a certificate of incorporation in accordance with section 262.

  • Marginal note:Exception — failure to comply with Act

    (2) The Director may refuse to issue the certificate if a notice that is required to be sent under subsection 19(2) or 106(1) indicates that the corporation, if it came into existence, would not be in compliance with this Act.

  • R.S., 1985, c. C-44, s. 8;
  • 2001, c. 14, s. 4.
Marginal note:Effect of certificate

 A corporation comes into existence on the date shown in the certificate of incorporation.

  • 1974-75-76, c. 33, s. 9;
  • 1978-79, c. 9, s. 1(F).
Marginal note:Name of corporation
  •  (1) The word or expression “Limited”, “Limitée”, “Incorporated”, “Incorporée”, “Corporation” or “Société par actions de régime fédéral” or the corresponding abbreviation “Ltd.”, “Ltée”, “Inc.”, “Corp.” or “S.A.R.F.” shall be part, other than only in a figurative or descriptive sense, of the name of every corporation, but a corporation may use and be legally designated by either the full or the corresponding abbreviated form.

  • Marginal note:Saving for “S.C.C.”

    (1.1) Subsection (1) does not apply to a corporation that has a corporate name that, immediately before the day on which this subsection comes into force, included, other than only in a figurative or descriptive sense, the expression “Société commerciale canadienne” or the abbreviation “S.C.C.”, and any such corporation may use and be legally designated by either that expression or that abbreviation.

  • Marginal note:Exemption

    (2) The Director may exempt a body corporate continued as a corporation under this Act from the provisions of subsection (1).

  • Marginal note:Alternate name

    (3) Subject to subsection 12(1), the name of a corporation may be set out in its articles in an English form, a French form, an English form and a French form, or a combined English and French form, so long as the combined form meets the prescribed criteria. The corporation may use and may be legally designated by any such form.

  • Marginal note:Alternative name outside Canada

    (4) Subject to subsection 12(1), a corporation may, for use outside Canada, set out its name in its articles in any language form and it may use and may be legally designated by any such form outside Canada.

  • Marginal note:Publication of name

    (5) A corporation shall set out its name in legible characters in all contracts, invoices, negotiable instruments and orders for goods or services issued or made by or on behalf of the corporation.

  • Marginal note:Other name

    (6) Subject to subsections (5) and 12(1), a corporation may carry on business under or identify itself by a name other than its corporate name if that other name does not contain, other than in a figurative or descriptive sense, either the word or expression “Limited”, “Limitée”, “Incorporated”, “Incorporée”, “Corporation” or “Société par actions de régime fédéral” or the corresponding abbreviation.

  • R.S., 1985, c. C-44, s. 10;
  • 1992, c. 1, s. 53;
  • 1994, c. 24, s. 5;
  • 2001, c. 14, s. 5.
 
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