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

Act current to 2014-06-12 and last amended on 2011-11-29. Previous Versions

PART IVREGISTERED OFFICE AND RECORDS

Marginal note:Registered office
  •  (1) A corporation shall at all times have a registered office in the province in Canada specified in its articles.

  • Marginal note:Notice of registered office

    (2) A notice of registered office in the form that the Director fixes shall be sent to the Director together with any articles that designate or change the province where the registered office of the corporation is located.

  • Marginal note:Change of address

    (3) The directors of a corporation may change the place and address of the registered office within the province specified in the articles.

  • Marginal note:Notice of change of address

    (4) A corporation shall send to the Director, within fifteen days of any change of address of its registered office, a notice in the form that the Director fixes and the Director shall file it.

  • R.S., 1985, c. C-44, s. 19;
  • 2001, c. 14, s. 9.
Marginal note:Corporate records
  •  (1) A corporation shall prepare and maintain, at its registered office or at any other place in Canada designated by the directors, records containing

    • (a) the articles and the by-laws, and all amendments thereto, and a copy of any unanimous shareholder agreement;

    • (b) minutes of meetings and resolutions of shareholders;

    • (c) copies of all notices required by section 106 or 113; and

    • (d) a securities register that complies with section 50.

  • Marginal note:Directors records

    (2) In addition to the records described in subsection (1), a corporation shall prepare and maintain adequate accounting records and records containing minutes of meetings and resolutions of the directors and any committee thereof.

  • Marginal note:Retention of accounting records

    (2.1) Subject to any other Act of Parliament and to any Act of the legislature of a province that provides for a longer retention period, a corporation shall retain the accounting records referred to in subsection (2) for a period of six years after the end of the financial year to which the records relate.

  • Marginal note:Records of continued corporations

    (3) For the purposes of paragraph (1)(b) and subsection (2), where a body corporate is continued under this Act, “records” includes similar records required by law to be maintained by the body corporate before it was so continued.

  • Marginal note:Place of directors records

    (4) The records described in subsection (2) shall be kept at the registered office of the corporation or at such other place as the directors think fit and shall at all reasonable times be open to inspection by the directors.

  • Marginal note:Records in Canada

    (5) If accounting records of a corporation are kept outside Canada, accounting records adequate to enable the directors to ascertain the financial position of the corporation with reasonable accuracy on a quarterly basis shall be kept at the registered office or any other place in Canada designated by the directors.

  • Marginal note:When records or registers kept outside Canada

    (5.1) Despite subsections (1) and (5), but subject to the Income Tax Act, the Excise Tax Act, the Customs Act and any other Act administered by the Minister of National Revenue, a corporation may keep all or any of its corporate records and accounting records referred to in subsection (1) or (2) at a place outside Canada, if

    • (a) the records are available for inspection, by means of a computer terminal or other technology, during regular office hours at the registered office or any other place in Canada designated by the directors; and

    • (b) the corporation provides the technical assistance to facilitate an inspection referred to in paragraph (a).

  • Marginal note:Offence

    (6) A corporation that, without reasonable cause, fails to comply with this section is guilty of an offence and liable on summary conviction to a fine not exceeding five thousand dollars.

  • R.S., 1985, c. C-44, s. 20;
  • 1994, c. 24, s. 8;
  • 2001, c. 14, s. 10.