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

Act current to 2014-08-05 and last amended on 2011-11-29. Previous Versions

Definition of “reorganization”

  •  (1) In this section, “reorganization” means a court order made under

    • (a) section 241;

    • (b) the Bankruptcy and Insolvency Act approving a proposal; or

    • (c) any other Act of Parliament that affects the rights among the corporation, its shareholders and creditors.

  • Marginal note:Powers of court

    (2) If a corporation is subject to an order referred to in subsection (1), its articles may be amended by such order to effect any change that might lawfully be made by an amendment under section 173.

  • Marginal note:Further powers

    (3) If a court makes an order referred to in subsection (1), the court may also

    • (a) authorize the issue of debt obligations of the corporation, whether or not convertible into shares of any class or having attached any rights or options to acquire shares of any class, and fix the terms thereof; and

    • (b) appoint directors in place of or in addition to all or any of the directors then in office.

  • Marginal note:Articles of reorganization

    (4) After an order referred to in subsection (1) has been made, articles of reorganization in the form that the Director fixes shall be sent to the Director together with the documents required by sections 19 and 113, if applicable.

  • Marginal note:Certificate of reorganization

    (5) On receipt of articles of reorganization, the Director shall issue a certificate of amendment in accordance with section 262.

  • Marginal note:Effect of certificate

    (6) A reorganization becomes effective on the date shown in the certificate of amendment and the articles of incorporation are amended accordingly.

  • Marginal note:No dissent

    (7) A shareholder is not entitled to dissent under section 190 if an amendment to the articles of incorporation is effected under this section.

  • R.S., 1985, c. C-44, s. 191;
  • 1992, c. 27, s. 90;
  • 2001, c. 14, s. 95.

Definition of “arrangement”

  •  (1) In this section, “arrangement” includes

    • (a) an amendment to the articles of a corporation;

    • (b) an amalgamation of two or more corporations;

    • (c) an amalgamation of a body corporate with a corporation that results in an amalgamated corporation subject to this Act;

    • (d) a division of the business carried on by a corporation;

    • (e) a transfer of all or substantially all the property of a corporation to another body corporate in exchange for property, money or securities of the body corporate;

    • (f) an exchange of securities of a corporation for property, money or other securities of the corporation or property, money or securities of another body corporate;

    • (f.1) a going-private transaction or a squeeze-out transaction in relation to a corporation;

    • (g) a liquidation and dissolution of a corporation; and

    • (h) any combination of the foregoing.

  • Marginal note:Where corporation insolvent

    (2) For the purposes of this section, a corporation is insolvent

    • (a) where it is unable to pay its liabilities as they become due; or

    • (b) where the realizable value of the assets of the corporation are less than the aggregate of its liabilities and stated capital of all classes.

  • Marginal note:Application to court for approval of arrangement

    (3) Where it is not practicable for a corporation that is not insolvent to effect a fundamental change in the nature of an arrangement under any other provision of this Act, the corporation may apply to a court for an order approving an arrangement proposed by the corporation.

  • Marginal note:Powers of court

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

    • (a) an order determining the notice to be given to any interested person or dispensing with notice to any person other than the Director;

    • (b) an order appointing counsel, at the expense of the corporation, to represent the interests of the shareholders;

    • (c) an order requiring a corporation to call, hold and conduct a meeting of holders of securities or options or rights to acquire securities in such manner as the court directs;

    • (d) an order permitting a shareholder to dissent under section 190; and

    • (e) an order approving an arrangement as proposed by the corporation or as amended in any manner the court may direct.

  • Marginal note:Notice to Director

    (5) An applicant for any interim or final order 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:Articles of arrangement

    (6) After an order referred to in paragraph (4)(e) has been made, articles of arrangement in the form that the Director fixes shall be sent to the Director together with the documents required by sections 19 and 113, if applicable.

  • Marginal note:Certificate of arrangement

    (7) On receipt of articles of arrangement, the Director shall issue a certificate of arrangement in accordance with section 262.

  • Marginal note:Effect of certificate

    (8) An arrangement becomes effective on the date shown in the certificate of arrangement.

  • R.S., 1985, c. C-44, s. 192;
  • 1994, c. 24, s. 24;
  • 2001, c. 14, s. 96.