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:Evidence of shareholder approval not decisive
  •  (1) An application made or an action brought or intervened in under this Part shall not be stayed or dismissed by reason only that it is shown that an alleged breach of a right or duty owed to the corporation or its subsidiary has been or may be approved by the shareholders of such body corporate, but evidence of approval by the shareholders may be taken into account by the court in making an order under section 214, 240 or 241.

  • Marginal note:Court approval to discontinue

    (2) An application made or an action brought or intervened in under this Part shall not be stayed, discontinued, settled or dismissed for want of prosecution or, in Quebec, failure to respect the agreement between the parties as to the conduct of the proceeding without the approval of the court given on any terms that the court thinks fit and, if the court determines that the interests of any complainant may be substantially affected by such stay, discontinuance, settlement, dismissal or failure, the court may order any party to the application or action to give notice to the complainant.

  • Marginal note:No security for costs

    (3) A complainant is not required to give security for costs in any application made or action brought or intervened in under this Part.

  • Marginal note:Interim costs

    (4) In an application made or an action brought or intervened in under this Part, the court may at any time order the corporation or its subsidiary to pay to the complainant interim costs, including legal fees and disbursements, but the complainant may be held accountable for such interim costs on final disposition of the application or action.

  • R.S., 1985, c. C-44, s. 242;
  • 2001, c. 14, s. 118(F);
  • 2011, c. 21, s. 69.
Marginal note:Application to court to rectify records
  •  (1) If the name of a person is alleged to be or to have been wrongly entered or retained in, or wrongly deleted or omitted from, the registers or other records of a corporation, the corporation, a security holder of the corporation or any aggrieved person may apply to a court for an order that the registers or records be rectified.

  • Marginal note:Notice to Director

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

  • Marginal note:Powers of court

    (3) In connection with an application under this section, the court may make any order it thinks fit including, without limiting the generality of the foregoing,

    • (a) an order requiring the registers or other records of the corporation to be rectified;

    • (b) an order restraining the corporation from calling or holding a meeting of shareholders or paying a dividend before such rectification;

    • (c) an order determining the right of a party to the proceedings to have their name entered or retained in, or deleted or omitted from, the registers or records of the corporation, whether the issue arises between two or more security holders or alleged security holders, or between the corporation and any security holders or alleged security holders; and

    • (d) an order compensating a party who has incurred a loss.

  • R.S., 1985, c. C-44, s. 243;
  • 2001, c. 14, s. 135(E).
Marginal note:Application for directions

 The Director may apply to a court for directions in respect of any matter concerning the Director’s duties under this Act, and on such application the court may give such directions and make such further order as it thinks fit.

  • R.S., 1985, c. C-44, s. 244;
  • 2001, c. 14, s. 135(E).
Marginal note:Notice of refusal by Director
  •  (1) If the Director refuses to file any articles or other document that this Act requires the Director to file before the articles or other document become effective, the Director shall, within twenty days after receiving them or twenty days after receiving any approval that may be required under any other Act, whichever is later, give written notice of the refusal to the person who sent the articles or document, giving reasons.

  • Marginal note:Deemed refusal

    (2) If the Director does not file or give written notice of the refusal to file any articles or document within the time limited therefor in subsection (1), the Director is deemed for the purposes of section 246 to have refused to file the articles or document.

  • R.S., 1985, c. C-44, s. 245;
  • 2001, c. 14, s. 135(E).
Marginal note:Appeal from Director’s decision

 A person who feels aggrieved by a decision of the Director referred to in any of paragraphs (a) to (g) may apply to a court for an order, including an order requiring the Director to change the decision

  • (a) to refuse to file in the form submitted any articles or other document required by this Act to be filed;

  • (b) to give a name, to change or revoke a name, or to refuse to reserve, accept, change or revoke a name under section 12;

  • (c) to grant, or to refuse to grant, an exemption that may be granted under this Act and the regulations;

  • (d) to refuse under subsection 187(11) to permit a continued reference to shares having a nominal or par value;

  • (e) to refuse to issue a certificate of discontinuance under section 188 or a certificate attesting that as of a certain date the corporation exists under subsection 263.1(2);

  • (f) to issue, or to refuse to issue, a certificate of revival under section 209, or the decision with respect to the terms for revival imposed by the Director;

  • (f.1) to correct, or to refuse to correct, articles, a notice, a certificate or other document under section 265;

  • (f.2) to cancel, or to refuse to cancel, the articles and related certificate under section 265.1; or

  • (g) to dissolve a corporation under section 212.

The Court may make any order it thinks fit.

  • R.S., 1985, c. C-44, s. 246;
  • 1999, c. 31, s. 65;
  • 2001, c. 14, s. 119.
Marginal note:Restraining or compliance order

 If a corporation or any director, officer, employee, agent or mandatary, auditor, trustee, receiver, receiver-manager, sequestrator or liquidator of a corporation does not comply with this Act, the regulations, articles or by-laws, or a unanimous shareholder agreement, a complainant or a creditor of the corporation may, in addition to any other right they have, apply to a court for an order directing any such person to comply with, or restraining any such person from acting in breach of, any provisions of this Act, the regulations, articles or by-laws, or a unanimous shareholder agreement, and on such application the court may so order and make any further order it thinks fit.

  • R.S., 1985, c. C-44, s. 247;
  • 2001, c. 14, s. 135(E);
  • 2011, c. 21, s. 70(E).
Marginal note:Summary application to court

 Where this Act states that a person may apply to a court, the application may be made in a summary manner by petition, originating notice of motion, or otherwise as the rules of the court provide, and subject to any order respecting notice to interested parties or costs, or any other order the court thinks fit.

  • 1974-75-76, c. 33, s. 241;
  • 1978-79, c. 9, s. 1(F).
Marginal note:Appeal of final order
  •  (1) An appeal lies to the court of appeal of a province from any final order made by a court of that province under this Act.

  • Marginal note:Appeal with leave

    (2) An appeal lies to the court of appeal of a province from any order other than a final order made by a court of that province, only with leave of the court of appeal in accordance with the rules applicable to that court.

  • R.S., 1985, c. C-44, s. 249;
  • 2001, c. 14, s. 120.
Marginal note:Offences with respect to reports
  •  (1) A person who makes or assists in making a report, return, notice or other document required by this Act or the regulations to be sent to the Director or to any other person that

    • (a) contains an untrue statement of a material fact, or

    • (b) 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

    is guilty of an offence and liable on summary conviction to a fine not exceeding five thousand dollars or to imprisonment for a term not exceeding six months or to both.

  • Marginal note:Officers, etc., of bodies corporate

    (2) Where a body corporate commits an offence under subsection (1), any director or officer of the body corporate who knowingly authorized, permitted or acquiesced in the commission of the offence is a party to and guilty of the offence and is liable on summary conviction to a fine not exceeding five thousand dollars or to imprisonment for a term not exceeding six months or to both, whether or not the body corporate has been prosecuted or convicted.

  • Marginal note:Immunity

    (3) No person is guilty of an offence under subsection (1) or (2) if the person did not know, and in the exercise of reasonable diligence could not have known, of the untrue statement or omission.

  • R.S., 1985, c. C-44, s. 250;
  • 2001, c. 14, s. 135(E).
 
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