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

Act current to 2017-11-20 and last amended on 2015-02-26. Previous Versions

Marginal note:Offence

 Every person who, without reasonable cause, contravenes a provision of this Act or the regulations for which no punishment is provided is guilty of an offence punishable on summary conviction.

  • 1974-75-76, c. 33, s. 244;
  • 1978-79, c. 9, s. 1(F).
Marginal note:Order to comply
  •  (1) Where a person is guilty of an offence under this Act or the regulations, any court in which proceedings in respect of the offence are taken may, in addition to any punishment it may impose, order that person to comply with the provisions of this Act or the regulations for the contravention of which the person has been convicted.

  • Marginal note:Limitation period

    (2) A prosecution for an offence under this Act may be instituted at any time within but not later than two years after the time when the subject-matter of the complaint arose.

  • Marginal note:Civil remedy not affected

    (3) No civil remedy for an act or omission is suspended or affected by reason that the act or omission is an offence under this Act.

  • R.S., 1985, c. C-44, s. 252;
  • 2001, c. 14, s. 135(E).

PART XX.1Documents in Electronic or Other Form

Marginal note:Definitions

 The definitions in this section apply in this Part.

electronic document

document électronique

electronic document means, except in section 252.6, any form of representation of information or of concepts fixed in any medium in or by electronic, optical or other similar means and that can be read or perceived by a person or by any means. (document électronique)

information system

système d’information

information system means a system used to generate, send, receive, store, or otherwise process an electronic document. (système d’information)

  • 2001, c. 14, s. 121.
Marginal note:Application

 This Part does not apply to a notice, document or other information sent to or issued by the Director pursuant to this Act or to any prescribed notice, document or other information.

  • 2001, c. 14, s. 121.
Marginal note:Use not mandatory
  •  (1) Nothing in this Act or the regulations requires a person to create or provide an electronic document.

  • Marginal note:Consent and other requirements

    (2) Despite anything in this Part, a requirement under this Act or the regulations to provide a person with a notice, document or other information is not satisfied by the provision of an electronic document unless

    • (a) the addressee has consented, in the manner prescribed, and has designated an information system for the receipt of the electronic document; and

    • (b) the electronic document is provided to the designated information system, unless otherwise prescribed.

  • Marginal note:Revocation of consent

    (3) An addressee may revoke the consent referred to in paragraph (2)(a) in the manner prescribed.

  • 2001, c. 14, s. 121.
Marginal note:Creation and provision of information

 A requirement under this Act or the regulations that a notice, document or other information be created or provided, is satisfied by the creation or provision of an electronic document if

  • (a) the by-laws or the articles of the corporation do not provide otherwise; and

  • (b) the regulations, if any, have been complied with.

  • 2001, c. 14, s. 121.
Marginal note:Creation of information in writing
  •  (1) A requirement under this Act or the regulations that a notice, document or other information be created in writing is satisfied by the creation of an electronic document if, in addition to the conditions in section 252.4,

    • (a) the information in the electronic document is accessible so as to be usable for subsequent reference; and

    • (b) the regulations pertaining to this subsection, if any, have been complied with.

  • Marginal note:Provision of information in writing

    (2) A requirement under this Act or the regulations that a notice, document or other information be provided in writing is satisfied by the provision of an electronic document if, in addition to the conditions set out in section 252.4,

    • (a) the information in the electronic document is accessible by the addressee and capable of being retained by the addressee, so as to be usable for subsequent reference; and

    • (b) the regulations pertaining to this subsection, if any, have been complied with.

  • Marginal note:Copies

    (3) A requirement under this Act or the regulations for one or more copies of a document to be provided to a single addressee at the same time is satisfied by the provision of a single version of the electronic document.

  • Marginal note:Registered mail

    (4) A requirement under this Act or the regulations to provide a document by registered mail is not satisfied by the sending of an electronic document unless prescribed.

  • 2001, c. 14, s. 121.
Marginal note:Statutory declarations and affidavits
  •  (1) A statutory declaration or an affidavit required under this Act or the regulations may be created or provided in an electronic document if

    • (a) the person who makes the statutory declaration or affidavit signs it with his or her secure electronic signature;

    • (b) the authorized person before whom the statutory declaration or affidavit is made signs it with his or her secure electronic signature; and

    • (c) the requirements of sections 252.3 to 252.5 are complied with.

  • Marginal note:Definitions

    (2) For the purposes of this section, electronic document and secure electronic signature have the same meaning as in subsection 31(1) of the Personal Information Protection and Electronic Documents Act.

  • Marginal note:Clarification

    (3) For the purpose of complying with paragraph (1)(c), the references to an electronic document in sections 252.3 to 252.5 are to be read as references to an “electronic document” as defined in subsection 31(1) of the Personal Information Protection and Electronic Documents Act.

  • 2001, c. 14, s. 121.
Marginal note:Signatures

 A requirement under this Act or the regulations for a signature or for a document to be executed, except with respect to a statutory declaration or an affidavit, is satisfied if, in relation to an electronic document, the prescribed requirements pertaining to this section, if any, are met and if the signature results from the application by a person of a technology or a process that permits the following to be proven:

  • (a) the signature resulting from the use by a person of the technology or process is unique to the person;

  • (b) the technology or process is used by a person to incorporate, attach or associate the person’s signature to the electronic document; and

  • (c) the technology or process can be used to identify the person using the technology or process.

  • 2001, c. 14, s. 121.

PART XXIGeneral

Marginal note:Notice to directors and shareholders
  •  (1) A notice or document required by this Act, the regulations, the articles or the by-laws to be sent to a shareholder or director of a corporation may be sent by prepaid mail addressed to, or may be delivered personally to,

    • (a) the shareholder at the shareholder’s latest address as shown in the records of the corporation or its transfer agent; and

    • (b) the director at the director’s latest address as shown in the records of the corporation or in the last notice filed under section 106 or 113.

  • Marginal note:Effect of notice

    (2) A director named in a notice sent by a corporation to the Director under section 106 or 113 and filed by the Director is presumed for the purposes of this Act to be a director of the corporation referred to in the notice.

  • Marginal note:Deemed receipt

    (3) A notice or document sent in accordance with subsection (1) to a shareholder or director of a corporation is deemed to be received at the time it would be delivered in the ordinary course of mail unless there are reasonable grounds for believing that the shareholder or director did not receive the notice or document at that time or at all.

  • Marginal note:Undelivered notices

    (4) If a corporation sends a notice or document to a shareholder in accordance with subsection (1) and the notice or document is returned on two consecutive occasions because the shareholder cannot be found, the corporation is not required to send any further notices or documents to the shareholder until the shareholder informs the corporation in writing of the shareholder’s new address.

  • R.S., 1985, c. C-44, s. 253;
  • 2001, c. 14, ss. 122, 135(E).
 
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