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

Act current to 2014-09-01 and last amended on 2011-11-29. Previous Versions

Marginal note:Mandatory solicitation
  •  (1) Subject to subsection (2), the management of a corporation shall, concurrently with giving notice of a meeting of shareholders, send a form of proxy in prescribed form to each shareholder who is entitled to receive notice of the meeting.

  • Marginal note:Exception

    (2) The management of the corporation is not required to send a form of proxy under subsection (1) if it

    • (a) is not a distributing corporation; and

    • (b) has fifty or fewer shareholders entitled to vote at a meeting, two or more joint holders being counted as one shareholder.

  • Marginal note:Offence

    (3) If the management of a corporation fails to comply, without reasonable cause, with subsection (1), the corporation is guilty of an offence and liable on summary conviction to a fine not exceeding five thousand dollars.

  • Marginal note:Officers, etc., of corporations

    (4) Where a corporation commits an offence under subsection (3), any director or officer of the corporation who knowingly authorized, permitted or acquiesced in the commission of the offence is a party to and guilty of the offence and is liable on summary conviction to a fine not exceeding five thousand dollars or to imprisonment for a term not exceeding six months or to both, whether or not the corporation has been prosecuted or convicted.

  • R.S., 1985, c. C-44, s. 149;
  • 2001, c. 14, s. 68.