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

Act current to 2015-11-16 and last amended on 2015-02-26. Previous Versions

Marginal note:Remuneration

 Subject to the articles, the by-laws or any unanimous shareholder agreement, the directors of a corporation may fix the remuneration of the directors, officers and employees of the corporation.

  • 1974-75-76, c. 33, s. 120;
  • 1978-79, c. 9, s. 1(F).


Marginal note:Definitions
  •  (1) In this Part,

    “business combination”

    « regroupement d’entreprises »

    “business combination” means an acquisition of all or substantially all the property of one body corporate by another, or an amalgamation of two or more bodies corporate, or any similar reorganization between or among two or more bodies corporate;

    “distributing corporation”

    “distributing corporation”[Repealed, 2001, c. 14, s. 52]


    « initié »

    “insider” means, except in section 131,

    • (a) a director or officer of a distributing corporation;

    • (b) a director or officer of a subsidiary of a distributing corporation;

    • (c) a director or officer of a body corporate that enters into a business combination with a distributing corporation; and

    • (d) a person employed or retained by a distributing corporation;


    « dirigeant »

    “officer” means the chairperson of the board of directors, the president, a vice-president, the secretary, the treasurer, the comptroller, the general counsel, the general manager, a managing director, of an entity, or any other individual who performs functions for an entity similar to those normally performed by an individual occupying any of those offices;


    « action »

    “share” means a share carrying voting rights under all circumstances or by reason of the occurrence of an event that has occurred and that is continuing, and includes

    • (a) a security currently convertible into such a share, and

    • (b) currently exercisable options and rights to acquire such a share or such a convertible security.

  • Marginal note:Further interpretation

    (2) For the purposes of this Part,

    • (a) a director or an officer of a body corporate that beneficially owns, directly or indirectly, shares of a distributing corporation, or that exercises control or direction over shares of the distributing corporation, or that has a combination of any such ownership, control and direction, carrying more than the prescribed percentage of voting rights attached to all of the outstanding shares of the distributing corporation not including shares held by the body corporate as underwriter while those shares are in the course of a distribution to the public is deemed to be an insider of the distributing corporation;

    • (b) a director or an officer of a body corporate that is a subsidiary is deemed to be an insider of its holding distributing corporation;

    • (c) a person is deemed to beneficially own shares that are beneficially owned by a body corporate controlled directly or indirectly by the person;

    • (d) a body corporate is deemed to own beneficially shares beneficially owned by its affiliates; and

    • (e) the acquisition or disposition by an insider of an option or right to acquire a share is deemed to be a change in the beneficial ownership of the share to which the option or right to acquire relates.

  • (3) and (4) [Repealed, 2001, c. 14, s. 52]

  • R.S., 1985, c. C-44, s. 126;
  • 1994, c. 24, s. 14(F);
  • 2001, c. 14, ss. 52, 135(E).