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

Act current to 2017-11-06 and last amended on 2015-02-26. Previous Versions

Marginal note:Restraining order
  •  (1) If a form of proxy, management proxy circular or dissident’s proxy circular contains an untrue statement of a material fact or omits to state a material fact required therein or necessary to make a statement contained therein not misleading in the light of the circumstances in which it was made, an interested person or the Director may apply to a court and the court may make any order it thinks fit including, without limiting the generality of the foregoing,

    • (a) an order restraining the solicitation, the holding of the meeting, or any person from implementing or acting on any resolution passed at the meeting to which the form of proxy, management proxy circular or dissident’s proxy circular relates;

    • (b) an order requiring correction of any form of proxy or proxy circular and a further solicitation; and

    • (c) an order adjourning the meeting.

  • Marginal note:Notice to Director

    (2) An applicant under this section shall give to the Director notice of the application and the Director is entitled to appear and to be heard in person or by counsel.

  • 1974-75-76, c. 33, s. 148;
  • 1978-79, c. 9, s. 1(F).

PART XIVFinancial Disclosure

Marginal note:Annual financial statements
  •  (1) Subject to section 156, the directors of a corporation shall place before the shareholders at every annual meeting

    • (a) comparative financial statements as prescribed relating separately to

      • (i) the period that began on the date the corporation came into existence and ended not more than six months before the annual meeting or, if the corporation 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, and

      • (ii) the immediately preceding financial year;

    • (b) the report of the auditor, if any; and

    • (c) any further information respecting the financial position of the corporation and the results of its operations required by the articles, the by-laws or any unanimous shareholder agreement.

  • Marginal note:Exception

    (2) Notwithstanding paragraph (1)(a), the financial statements referred to in subparagraph (1)(a)(ii) may be omitted if the reason for the omission is set out in the financial statements, or in a note thereto, to be placed before the shareholders at an annual meeting.

  • 1974-75-76, c. 33, s. 149;
  • 1978-79, c. 9, s. 1(F).
Marginal note:Exemption

 The Director may, on application of a corporation, authorize the corporation to omit from its financial statements any item prescribed, or to dispense with the publication of any particular financial statement prescribed, and the Director may, if the Director reasonably believes that disclosure of the information contained in the statements would be detrimental to the corporation, permit the omission on any reasonable conditions that the Director thinks fit.

  • R.S., 1985, c. C-44, s. 156;
  • 2001, c. 14, s. 74.
Marginal note:Consolidated statements
  •  (1) A corporation shall keep at its registered office a copy of the financial statements of each of its subsidiary bodies corporate and of each body corporate the accounts of which are consolidated in the financial statements of the corporation.

  • Marginal note:Examination

    (2) Shareholders of a corporation and their personal representatives may on request examine the statements referred to in subsection (1) during the usual business hours of the corporation and may make extracts free of charge.

  • Marginal note:Barring examination

    (3) A corporation may, within fifteen days of a request to examine under subsection (2), apply to a court for an order barring the right of any person to so examine, and the court may, if it is satisfied that such examination would be detrimental to the corporation or a subsidiary body corporate, bar such right and make any further order it thinks fit.

  • Marginal note:Notice to Director

    (4) A corporation shall give the Director and the person asking to examine under subsection (2) notice of an application under subsection (3), and the Director and such person may appear and be heard in person or by counsel.

  • R.S., 1985, c. C-44, s. 157;
  • 2001, c. 14, s. 75.
Marginal note:Approval of financial statements
  •  (1) The directors of a corporation shall approve the financial statements referred to in section 155 and the approval shall be evidenced by the manual signature of one or more directors or a facsimile of the signatures reproduced in the statements.

  • Marginal note:Condition precedent

    (2) A corporation shall not issue, publish or circulate copies of the financial statements referred to in section 155 unless the financial statements are

    • (a) approved and signed in accordance with subsection (1); and

    • (b) accompanied by the report of the auditor of the corporation, if any.

  • R.S., 1985, c. C-44, s. 158;
  • 2001, c. 14, s. 76.
Marginal note:Copies to shareholders
  •  (1) A corporation shall, not less than twenty-one days before each annual meeting of shareholders or before the signing of a resolution under paragraph 142(1)(b) in lieu of the annual meeting, send a copy of the documents referred to in section 155 to each shareholder, except to a shareholder who has informed the corporation in writing that he or she does not want a copy of those documents.

  • Marginal note:Offence

    (2) A corporation that, without reasonable cause, fails to comply with subsection (1) is guilty of an offence and liable on summary conviction to a fine not exceeding five thousand dollars.

  • R.S., 1985, c. C-44, s. 159;
  • 2001, c. 14, s. 135(E).
Marginal note:Copies to Director
  •  (1) A distributing corporation, any of the issued securities of which remain outstanding and are held by more than one person, shall send a copy of the documents referred to in section 155 to the Director

    • (a) not less than twenty-one days before each annual meeting of shareholders, or without delay after a resolution referred to in paragraph 142(1)(b) is signed; and

    • (b) in any event within fifteen months after the last preceding annual meeting should have been held or a resolution in lieu of the meeting should have been signed, but no later than six months after the end of the corporation’s preceding financial year.

  • Marginal note:Subsidiary corporation exemption

    (2) A subsidiary corporation is not required to comply with this section if

    • (a) the financial statements of its holding corporation are in consolidated or combined form and include the accounts of the subsidiary; and

    • (b) the consolidated or combined financial statements of the holding corporation are included in the documents sent to the Director by the holding corporation in compliance with this section.

  • Marginal note:Offence

    (3) A corporation that fails to comply with this section is guilty of an offence and is liable on summary conviction to a fine not exceeding five thousand dollars.

  • R.S., 1985, c. C-44, s. 160;
  • 1992, c. 1, s. 55;
  • 1994, c. 24, s. 17;
  • 2001, c. 14, s. 77.
Marginal note:Qualification of auditor
  •  (1) Subject to subsection (5), a person is disqualified from being an auditor of a corporation if the person is not independent of the corporation, any of its affiliates, or the directors or officers of any such corporation or its affiliates.

  • Marginal note:Independence

    (2) For the purposes of this section,

    • (a) independence is a question of fact; and

    • (b) a person is deemed not to be independent if he or his business partner

      • (i) is a business partner, a director, an officer or an employee of the corporation or any of its affiliates, or a business partner of any director, officer or employee of any such corporation or any of its affiliates,

      • (ii) beneficially owns or controls, directly or indirectly, a material interest in the securities of the corporation or any of its affiliates, or

      • (iii) has been a receiver, receiver-manager, sequestrator, liquidator or trustee in bankruptcy of the corporation or any of its affiliates within two years of the person’s proposed appointment as auditor of the corporation.

  • Marginal note:Business partners

    (2.1) For the purposes of subsection (2), a person’s business partner includes a shareholder of that person.

  • Marginal note:Duty to resign

    (3) An auditor who becomes disqualified under this section shall, subject to subsection (5), resign forthwith after becoming aware of the disqualification.

  • Marginal note:Disqualification order

    (4) An interested person may apply to a court for an order declaring an auditor to be disqualified under this section and the office of auditor to be vacant.

  • Marginal note:Exemption order

    (5) An interested person may apply to a court for an order exempting an auditor from disqualification under this section and the court may, if it is satisfied that an exemption would not unfairly prejudice the shareholders, make an exemption order on such terms as it thinks fit, which order may have retrospective effect.

  • R.S., 1985, c. C-44, s. 161;
  • 2001, c. 14, ss. 78, 135(E);
  • 2011, c. 21, s. 56(E).
 
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