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

Act current to 2017-10-13 and last amended on 2015-02-26. Previous Versions

Marginal note:List of shareholders entitled to receive notice
  •  (1) A corporation shall prepare an alphabetical list of its shareholders entitled to receive notice of a meeting, showing the number of shares held by each shareholder,

    • (a) if a record date is fixed under paragraph 134(1)(c), not later than ten days after that date; or

    • (b) if no record date is fixed, on the record date established under paragraph 134(2)(a).

  • Marginal note:Voting list — if record date fixed

    (2) If a record date for voting is fixed under paragraph 134(1)(d), the corporation shall prepare, no later than ten days after the record date, an alphabetical list of shareholders entitled to vote as of the record date at a meeting of shareholders that shows the number of shares held by each shareholder.

  • Marginal note:Voting list — if no record date fixed

    (3) If a record date for voting is not fixed under paragraph 134(1)(d), the corporation shall prepare, no later than ten days after a record date is fixed under paragraph 134(1)(c) or no later than the record date established under paragraph 134(2)(a), as the case may be, an alphabetical list of shareholders who are entitled to vote as of the record date that shows the number of shares held by each shareholder.

  • Marginal note:Entitlement to vote

    (3.1) A shareholder whose name appears on a list prepared under subsection (2) or (3) is entitled to vote the shares shown opposite their name at the meeting to which the list relates.

  • Marginal note:Examination of list

    (4) A shareholder may examine the list of shareholders

    • (a) during usual business hours at the registered office of the corporation or at the place where its central securities register is maintained; and

    • (b) at the meeting of shareholders for which the list was prepared.

  • R.S., 1985, c. C-44, s. 138;
  • 2001, c. 14, s. 60.
Marginal note:Quorum
  •  (1) Unless the by-laws otherwise provide, a quorum of shareholders is present at a meeting of shareholders, irrespective of the number of persons actually present at the meeting, if the holders of a majority of the shares entitled to vote at the meeting are present in person or represented by proxy.

  • Marginal note:Opening quorum sufficient

    (2) If a quorum is present at the opening of a meeting of shareholders, the shareholders present may, unless the by-laws otherwise provide, proceed with the business of the meeting, notwithstanding that a quorum is not present throughout the meeting.

  • Marginal note:Adjournment

    (3) If a quorum is not present at the opening of a meeting of shareholders, the shareholders present may adjourn the meeting to a fixed time and place but may not transact any other business.

  • Marginal note:One shareholder meeting

    (4) If a corporation has only one shareholder, or only one holder of any class or series of shares, the shareholder present in person or by proxy constitutes a meeting.

  • 1974-75-76, c. 33, s. 133;
  • 1978-79, c. 9, ss. 1(F), 41.
Marginal note:Right to vote
  •  (1) Unless the articles otherwise provide, each share of a corporation entitles the holder thereof to one vote at a meeting of shareholders.

  • Marginal note:Representative

    (2) If a body corporate or association is a shareholder of a corporation, the corporation shall recognize any individual authorized by a resolution of the directors or governing body of the body corporate or association to represent it at meetings of shareholders of the corporation.

  • Marginal note:Powers of representative

    (3) An individual authorized under subsection (2) may exercise on behalf of the body corporate or association all the powers it could exercise if it were an individual shareholder.

  • Marginal note:Joint shareholders

    (4) Unless the by-laws otherwise provide, if two or more persons hold shares jointly, one of those holders present at a meeting of shareholders may in the absence of the others vote the shares, but if two or more of those persons who are present, in person or by proxy, vote, they shall vote as one on the shares jointly held by them.

  • R.S., 1985, c. C-44, s. 140;
  • 2001, c. 14, s. 135(E).
Marginal note:Voting
  •  (1) Unless the by-laws otherwise provide, voting at a meeting of shareholders shall be by show of hands except where a ballot is demanded by a shareholder or proxyholder entitled to vote at the meeting.

  • Marginal note:Ballot

    (2) A shareholder or proxyholder may demand a ballot either before or after any vote by show of hands.

  • Marginal note:Electronic voting

    (3) Despite subsection (1), unless the by-laws otherwise provide, any vote referred to in subsection (1) may be held, in accordance with the regulations, if any, entirely by means of a telephonic, electronic or other communication facility, if the corporation makes available such a communication facility.

  • Marginal note:Voting while participating electronically

    (4) Unless the by-laws otherwise provide, any person participating in a meeting of shareholders under subsection 132(4) or (5) and entitled to vote at that meeting may vote, in accordance with the regulations, if any, by means of the telephonic, electronic or other communication facility that the corporation has made available for that purpose.

  • R.S., 1985, c. C-44, s. 141;
  • 2001, c. 14, s. 61.
Marginal note:Resolution in lieu of meeting
  •  (1) Except where a written statement is submitted by a director under subsection 110(2) or by an auditor under subsection 168(5),

    • (a) a resolution in writing signed by all the shareholders entitled to vote on that resolution at a meeting of shareholders is as valid as if it had been passed at a meeting of the shareholders; and

    • (b) a resolution in writing dealing with all matters required by this Act to be dealt with at a meeting of shareholders, and signed by all the shareholders entitled to vote at that meeting, satisfies all the requirements of this Act relating to meetings of shareholders.

  • Marginal note:Filing resolution

    (2) A copy of every resolution referred to in subsection (1) shall be kept with the minutes of the meetings of shareholders.

  • Marginal note:Evidence

    (3) Unless a ballot is demanded, an entry in the minutes of a meeting to the effect that the chairperson of the meeting declared a resolution to be carried or defeated is, in the absence of evidence to the contrary, proof of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution.

  • R.S., 1985, c. C-44, s. 142;
  • 2001, c. 14, s. 62.
Marginal note:Requisition of meeting
  •  (1) The holders of not less than five per cent of the issued shares of a corporation that carry the right to vote at a meeting sought to be held may requisition the directors to call a meeting of shareholders for the purposes stated in the requisition.

  • Marginal note:Form

    (2) The requisition referred to in subsection (1), which may consist of several documents of like form each signed by one or more shareholders, shall state the business to be transacted at the meeting and shall be sent to each director and to the registered office of the corporation.

  • Marginal note:Directors calling meeting

    (3) On receiving the requisition referred to in subsection (1), the directors shall call a meeting of shareholders to transact the business stated in the requisition, unless

    • (a) a record date has been fixed under paragraph 134(1)(c) and notice of it has been given under subsection 134(3);

    • (b) the directors have called a meeting of shareholders and have given notice thereof under section 135; or

    • (c) the business of the meeting as stated in the requisition includes matters described in paragraphs 137(5)(b) to (e).

  • Marginal note:Shareholder calling meeting

    (4) If the directors do not within twenty-one days after receiving the requisition referred to in subsection (1) call a meeting, any shareholder who signed the requisition may call the meeting.

  • Marginal note:Procedure

    (5) A meeting called under this section shall be called as nearly as possible in the manner in which meetings are to be called pursuant to the by-laws, this Part and Part XIII.

  • Marginal note:Reimbursement

    (6) Unless the shareholders otherwise resolve at a meeting called under subsection (4), the corporation shall reimburse the shareholders the expenses reasonably incurred by them in requisitioning, calling and holding the meeting.

  • R.S., 1985, c. C-44, s. 143;
  • 2001, c. 14, s. 63.
 
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