Financial Administration Act (R.S.C., 1985, c. F-11)

Marginal note:Definitions

• 83 (1) In this Part,

  agent corporation

  agent corporation means a Crown corporation that is expressly declared by or pursuant to any other Act of Parliament to be an agent of the Crown; (société mandataire)

  appoint

  appoint includes elect and designate; (nomination)

  appropriate Minister

  appropriate Minister means,

  • (a) in relation to a parent Crown corporation,

    • (i) the Minister specified by or pursuant to any other Act of Parliament as the Minister in respect of that corporation, or

    • (ii) if no Minister is specified as described in subparagraph (i), such member of the Queen’s Privy Council for Canada as is designated by order of the Governor in Council as the appropriate Minister for the corporation, and

  • (b) in relation to a wholly-owned subsidiary, the appropriate Minister, as defined in paragraph (a), for the parent Crown corporation that wholly owns the subsidiary; (ministre de tutelle)

  articles

  articles means

  • (a) original or restated articles of incorporation, articles of amendment, articles of amalgamation, articles of continuance, articles of reorganization, articles of arrangement, articles of dissolution and articles of revival, and includes any amendments thereto, and

  • (b) letters patent, memorandum of association and any constating documents or other documents of a like nature to those referred to in paragraph (a), and includes any amendments thereto; (statuts)

  auditor

  auditor includes a partnership of auditors; (vérificateur)

  board of directors

  board of directors means a board of directors, by whatever name called, of a corporation and includes a group of persons, other than a minister of the Crown, that constitutes a corporation; (conseil d’administration)

  by-law

  by-law means a by-law, by whatever name called, of a corporation and includes an amendment or a repeal of a by-law; (règlements administratifs)

  chairperson

  chairperson means a person occupying the position of chairperson, by whatever name called, of the board of directors of a corporation; (président)

  charter

  charter means

  • (a) in relation to a corporation established by an Act of Parliament, the Act, and

  • (b) in relation to a corporation established by articles, the articles; (acte constitutif)

  corporation

  corporation includes a company or other body corporate wherever or however incorporated; (personne morale)

  Crown

  Crown means Her Majesty in right of Canada; (Sa Majesté)

  Crown corporation

  Crown corporation means a parent Crown corporation or a wholly-owned subsidiary; (société d’État)

  directive

  directive[Repealed, 1991, c. 24, s. 21]

  director

  director means a person occupying the position of director, by whatever name called, of a corporation and includes any person, other than a minister of the Crown, in a group of persons that constitutes a corporation; (administrateur)

  major business or activity

  major business or activity, in relation to a parent Crown corporation or a wholly-owned subsidiary, means a class of business or activity of the corporation or subsidiary established pursuant to subsection (10) or, if no classes are so established, all the business or activity of the corporation or subsidiary; (activités principales)

  parent Crown corporation

  parent Crown corporation means a corporation that is wholly owned directly by the Crown, but does not include a departmental corporation; (société d’État mère)

  regulations

  regulations means the regulations made under this Part; (règlements)

  share

  share includes a membership interest or ownership interest in a corporation; (action)

  wholly-owned subsidiary

  wholly-owned subsidiary means a corporation that is wholly owned by one or more parent Crown corporations directly or indirectly through any number of subsidiaries each of which is wholly owned directly or indirectly by one or more parent Crown corporations. (filiale à cent pour cent)

• Marginal note:Wholly owned by Crown

  (2) For the purposes of this Part, a corporation is wholly owned directly by the Crown if

  • (a) all of the issued and outstanding shares of the corporation, other than shares necessary to qualify persons as directors, are held, otherwise than by way of security only, by, on behalf of or in trust for the Crown; or

  • (b) all the directors of the corporation, other than ex officio directors, are appointed by the Governor in Council or by a minister of the Crown with the approval of the Governor in Council.

• Marginal note:Holding by agent corporations

  (3) For the purposes of subsection (2), shares held by a corporation that is an agent of the Crown

  • (a) are deemed not to be held by or on behalf of the Crown; and

  • (b) are not by reason of that fact alone shares held in trust for the Crown.

• Marginal note:Wholly owned by other corporation or corporations

  (4) For the purposes of this Part, a corporation is wholly owned by one or more other corporations if

  • (a) all of the issued and outstanding shares of the corporation, other than shares necessary to qualify persons as directors, are held, otherwise than by way of security only, by, on behalf of or in trust for the one or more other corporations;

  • (b) all the directors of the corporation are appointed by the board or boards of directors of the one or more other corporations; or

  • (c) all the directors of the one or more other corporations are, by virtue of their being directors of the one or more other corporations, directors of the corporation.

• Marginal note:Affiliates

  (5) For the purposes of this Part,

  • (a) one corporation is an affiliate of another corporation if one of them is the subsidiary of the other or both are subsidiaries of the same corporation or each of them is controlled by the same person; and

  • (b) if two corporations are affiliates of the same corporation at the same time, they are deemed to be affiliates of each other.

• Marginal note:Subsidiaries

  (6) For the purposes of this Part, a corporation is a subsidiary of another corporation if it is controlled by that other corporation.

• Marginal note:Control

  (7) For the purposes of this Part, a corporation with share capital is controlled by a person if

  • (a) shares of the corporation to which are attached more than fifty per cent of the votes that may be cast to elect directors of the corporation are held, otherwise than by way of security only, by, on behalf of or in trust for that person; and

  • (b) the votes attached to those shares are sufficient, if exercised, to elect a majority of the directors of the corporation.

• Marginal note:Idem

  (8) For the purposes of this Part, a corporation without share capital is controlled by a person if that person is able to appoint the majority of the directors of the corporation, whether or not he does so.

• Marginal note:Appointment

  (9) For the purposes of this Part, a person is deemed to be appointed by another person or group of persons if that person is appointed on the direction of that other person or group, whether or not he is actually appointed by that other person or group.

• Marginal note:Major business or activity

  (10) Where, in the opinion of the Governor in Council, a parent Crown corporation or a wholly-owned subsidiary of a parent Crown corporation carries on, or a parent Crown corporation and any wholly-owned subsidiary of the corporation carry on, more than one business or activity, the parent Crown corporation shall, with the approval of the Governor in Council, classify the businesses or activities for the purposes of this Part.