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

Act current to 2014-09-29 and last amended on 2011-11-29. Previous Versions

Marginal note:Duties of receiver, receiver-manager or sequestrator

 A receiver, receiver-manager or sequestrator shall

  • (a) immediately notify the Director of their appointment and discharge;

  • (b) take into their custody and control the property of the corporation in accordance with the court order or instrument or act under which they are appointed;

  • (c) open and maintain a bank account in their name as receiver, receiver-manager or sequestrator of the corporation for the moneys of the corporation coming under their control;

  • (d) keep detailed accounts of all transactions carried out as receiver, receiver-manager or sequestrator;

  • (e) keep accounts of their administration that shall be available during usual business hours for inspection by the directors of the corporation;

  • (f) prepare at least once in every six month period after the date of their appointment financial statements of their administration as far as is practicable in the form required by section 155; and

  • (g) on completion of their duties, render a final account of their administration in the form adopted for interim accounts under paragraph (f).

  • R.S., 1985, c. C-44, s. 101;
  • 2001, c. 14, s. 135(E);
  • 2011, c. 21, s. 49(E).

PART XDIRECTORS AND OFFICERS

Marginal note:Duty to manage or supervise management
  •  (1) Subject to any unanimous shareholder agreement, the directors shall manage, or supervise the management of, the business and affairs of a corporation.

  • Marginal note:Number of directors

    (2) A corporation shall have one or more directors but a distributing corporation, any of the issued securities of which remain outstanding and are held by more than one person, shall have not fewer than three directors, at least two of whom are not officers or employees of the corporation or its affiliates.

  • R.S., 1985, c. C-44, s. 102;
  • 2001, c. 14, s. 35.
Marginal note:By-laws
  •  (1) Unless the articles, by-laws or a unanimous shareholder agreement otherwise provide, the directors may, by resolution, make, amend or repeal any by-laws that regulate the business or affairs of the corporation.

  • Marginal note:Shareholder approval

    (2) The directors shall submit a by-law, or an amendment or a repeal of a by-law, made under subsection (1) to the shareholders at the next meeting of shareholders, and the shareholders may, by ordinary resolution, confirm, reject or amend the by-law, amendment or repeal.

  • Marginal note:Effective date

    (3) A by-law, or an amendment or a repeal of a by-law, is effective from the date of the resolution of the directors under subsection (1) until it is confirmed, confirmed as amended or rejected by the shareholders under subsection (2) or until it ceases to be effective under subsection (4) and, where the by-law is confirmed or confirmed as amended, it continues in effect in the form in which it was so confirmed.

  • Marginal note:Idem

    (4) If a by-law, an amendment or a repeal is rejected by the shareholders, or if the directors do not submit a by-law, an amendment or a repeal to the shareholders as required under subsection (2), the by-law, amendment or repeal ceases to be effective and no subsequent resolution of the directors to make, amend or repeal a by-law having substantially the same purpose or effect is effective until it is confirmed or confirmed as amended by the shareholders.

  • Marginal note:Shareholder proposal

    (5) A shareholder entitled to vote at an annual meeting of shareholders may, in accordance with section 137, make a proposal to make, amend or repeal a by-law.

  • R.S., 1985, c. C-44, s. 103;
  • 2001, c. 14, s. 36(F).