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:Notice to and service on a corporation

 A notice or document required to be sent to or served on a corporation may be sent by registered mail to the registered office of the corporation shown in the last notice filed under section 19 and, if so sent, is deemed to be received or served at the time it would be delivered in the ordinary course of mail unless there are reasonable grounds for believing that the corporation did not receive the notice or document at that time or at all.

  • 1974-75-76, c. 33, s. 247;
  • 1978-79, c. 9, ss. 1(F), 79.
Marginal note:Waiver of notice

 Where a notice or document is required by this Act or the regulations to be sent, the sending of the notice or document may be waived or the time for the notice or document may be waived or abridged at any time with the consent in writing of the person entitled thereto.

  • 1974-75-76, c. 33, s. 248;
  • 1978-79, c. 9, ss. 1(F), 79.
Marginal note:Certificate of Director
  •  (1) Where this Act requires or authorizes the Director to issue a certificate or to certify any fact, the certificate shall be signed by the Director or by a Deputy Director authorized under section 260.

  • Marginal note:Evidence

    (2) Except in a proceeding under section 213 to dissolve a corporation, a certificate referred to in subsection (1) or a certified copy thereof, when introduced as evidence in any civil, criminal or administrative action or proceeding, is conclusive proof of the facts so certified without proof of the signature or official character of the person appearing to have signed the certificate.

  • 1974-75-76, c. 33, s. 249;
  • 1978-79, c. 9, s. 1(F).
Marginal note:Certificate of corporation
  •  (1) A certificate issued on behalf of a corporation stating any fact that is set out in the articles, the by-laws, a unanimous shareholder agreement, the minutes of the meetings of the directors, a committee of directors or the shareholders, or in a trust indenture or other contract to which the corporation is a party, may be signed by a director, an officer or a transfer agent of the corporation.

  • Marginal note:Proof

    (2) When introduced as evidence in any civil, criminal or administrative action or proceeding,

    • (a) a fact stated in a certificate referred to in subsection (1),

    • (b) a certified extract from a securities register of a corporation, or

    • (c) a certified copy of minutes or extract from minutes of a meeting of shareholders, directors or a committee of directors of a corporation,

    is, in the absence of evidence to the contrary, proof of the facts so certified without proof of the signature or official character of the person appearing to have signed the certificate.

  • Marginal note:Security certificate

    (3) An entry in a securities register of, or a security certificate issued by, a corporation is, in the absence of evidence to the contrary, proof that the person in whose name the security is registered is owner of the securities described in the register or in the certificate.

  • R.S., 1985, c. C-44, s. 257;
  • 2001, c. 14, s. 123(F).
Marginal note:Copies

 Where a notice or document is required to be sent to the Director under this Act, the Director may accept a photostatic or photographic copy thereof.

  • 1974-75-76, c. 33, s. 251;
  • 1978-79, c. 9, s. 1(F).
Marginal note:Content and form of notices and documents

 The Director may establish the requirements for the content and fix the form, including electronic or other forms, of notices and documents sent to or issued by the Director pursuant to this Act, including

  • (a) the notices and documents that may be transmitted in electronic or other form;

  • (b) the persons or classes of persons who may transmit the notices and documents;

  • (c) their signature in electronic or other form, or their execution, adoption or authorization in a manner that is to have the same effect for the purposes of this Act as their signature;

  • (d) the time and circumstances when electronic notices and documents are to be considered to be sent or received, and the place where they are considered to have been sent or received; and

  • (e) any matter necessary for the purposes of the application of this section.

  • 1994, c. 24, s. 26;
  • 2001, c. 14, s. 124.
Marginal note:Exemption

 In the prescribed circumstances, the Director may, on any conditions that the Director considers appropriate, exempt from the application of any provision of this Act requiring notices or documents to be sent to the Director any notices or documents or classes of notices or documents containing information similar to that contained in notices or documents required to be made public pursuant to any other Act of Parliament or to any Act of the legislature of a province as the Director specifies.

  • 1994, c. 24, s. 26;
  • 2001, c. 14, s. 124.
Marginal note:Proof required by Director
  •  (1) The Director may require that a document or a fact stated in a document required by this Act or the regulations to be sent to the Director shall be verified in accordance with subsection (2).

  • Marginal note:Form of proof

    (2) A document or fact required by this Act or by the Director to be verified may be verified by affidavit or by statutory declaration under the Canada Evidence Act before any commissioner for oaths or for taking affidavits.

  • R.S., 1985, c. C-44, s. 259;
  • 2001, c. 14, s. 135(E).
Marginal note:Appointment of Director

 The Minister may appoint a Director and one or more Deputy Directors to carry out the duties and exercise the powers of the Director under this Act.

  • 1974-75-76, c. 33, s. 253;
  • 1978-79, c. 9, s. 1(F).
Marginal note:Regulations
  •  (1) The Governor in Council may make regulations

    • (a) prescribing any matter required or authorized by this Act to be prescribed;

    • (a.1) defining anything that, by this Act, is to be defined by regulation;

    • (b) requiring the payment of a fee in respect of the filing, examination or copying of any document, or in respect of any action that the Director is required or authorized to take under this Act, and prescribing the amount of the fee or the manner of determining the fee;

    • (c) respecting the payment of fees, including the time when and the manner in which the fees are to be paid, the additional fees that may be charged for the late payment of fees and the circumstances in which any fees previously paid may be refunded in whole or in part;

    • (c.1) prescribing, for the purposes of subsection 137(1.1), a manner of determining the number of shares required for a person to be eligible to submit a proposal, including the time and manner of determining a value or percentage of the outstanding shares of the corporation;

    • (d) prescribing, for the purposes of paragraph 137(5)(d), the minimum amount of support required in relation to the number of times the shareholder has submitted substantially the same proposal within the prescribed period;

    • (e) prescribing rules with respect to exemptions permitted by this Act;

    • (f) prescribing that, for the purpose of paragraph 155(1)(a), the standards as they exist from time to time, of an accounting body named in the regulations shall be followed;

    • (g) prescribing any matter necessary for the purposes of the application of Part XX.1, including the time and circumstances when an electronic document is to be considered to have been provided or received and the place where it is considered to have been provided or received;

    • (h) prescribing the manner of, and conditions for, participating in a meeting by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting; and

    • (i) prescribing, for the purposes of subsection 141(3), the manner of, and conditions for, voting at a meeting of shareholders by means of a telephonic, electronic or other communication facility.

  • Marginal note:Incorporation by reference

    (2) The regulations may incorporate any material by reference regardless of its source and either as it exists on a particular date or as amended from time to time.

  • Marginal note:Incorporated material is not a regulation

    (3) Material does not become a regulation for the purposes of the Statutory Instruments Act because it is incorporated by reference.

  • R.S., 1985, c. C-44, s. 261;
  • 1994, c. 24, s. 27;
  • 2001, c. 14, s. 125.
Marginal note:Fee to be paid before service performed

 The fee in respect of the filing, examination, or copying of any document, or in respect of any action that the Director is required or authorized to take, shall be paid to the Director on the filing, examination, or copying or before the Director takes the action in respect of which the fee is payable.

  • 2001, c. 14, s. 126.
 
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