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

Act current to 2017-11-20 and last amended on 2015-02-26. Previous Versions

Marginal note:Proposal to amend
  •  (1) Subject to subsection (2), a director or a shareholder who is entitled to vote at an annual meeting of shareholders may, in accordance with section 137, make a proposal to amend the articles.

  • Marginal note:Notice of amendment

    (2) Notice of a meeting of shareholders at which a proposal to amend the articles is to be considered shall set out the proposed amendment and, where applicable, shall state that a dissenting shareholder is entitled to be paid the fair value of their shares in accordance with section 190, but failure to make that statement does not invalidate an amendment.

  • R.S., 1985, c. C-44, s. 175;
  • 2001, c. 14, s. 135(E).
Marginal note:Class vote
  •  (1) The holders of shares of a class or, subject to subsection (4), of a series are, unless the articles otherwise provide in the case of an amendment referred to in paragraphs (a), (b) and (e), entitled to vote separately as a class or series on a proposal to amend the articles to

    • (a) increase or decrease any maximum number of authorized shares of such class, or increase any maximum number of authorized shares of a class having rights or privileges equal or superior to the shares of such class;

    • (b) effect an exchange, reclassification or cancellation of all or part of the shares of such class;

    • (c) add, change or remove the rights, privileges, restrictions or conditions attached to the shares of such class and, without limiting the generality of the foregoing,

      • (i) remove or change prejudicially rights to accrued dividends or rights to cumulative dividends,

      • (ii) add, remove or change prejudicially redemption rights,

      • (iii) reduce or remove a dividend preference or a liquidation preference, or

      • (iv) add, remove or change prejudicially conversion privileges, options, voting, transfer or pre-emptive rights, or rights to acquire securities of a corporation, or sinking fund provisions;

    • (d) increase the rights or privileges of any class of shares having rights or privileges equal or superior to the shares of such class;

    • (e) create a new class of shares equal or superior to the shares of such class;

    • (f) make any class of shares having rights or privileges inferior to the shares of such class equal or superior to the shares of such class;

    • (g) effect an exchange or create a right of exchange of all or part of the shares of another class into the shares of such class; or

    • (h) constrain the issue, transfer or ownership of the shares of such class or change or remove such constraint.

  • Marginal note:Exception

    (2) Subsection (1) does not apply in respect of a proposal to amend the articles to add a right or privilege for a holder to convert shares of a class or series into shares of another class or series that is subject to a constraint permitted under paragraph 174(1)(c) but is otherwise equal to the class or series first mentioned.

  • Marginal note:Deeming provision

    (3) For the purpose of paragraph (1)(e), a new class of shares, the issue, transfer or ownership of which is to be constrained by an amendment to the articles pursuant to paragraph 174(1)(c), that is otherwise equal to an existing class of shares shall be deemed not to be equal or superior to the existing class of shares.

  • Marginal note:Limitation

    (4) The holders of a series of shares of a class are entitled to vote separately as a series under subsection (1) only if such series is affected by an amendment in a manner different from other shares of the same class.

  • Marginal note:Right to vote

    (5) Subsection (1) applies whether or not shares of a class or series otherwise carry the right to vote.

  • Marginal note:Separate resolutions

    (6) A proposed amendment to the articles referred to in subsection (1) is adopted when the holders of the shares of each class or series entitled to vote separately thereon as a class or series have approved such amendment by a special resolution.

  • R.S., 1985, c. C-44, s. 176;
  • 2001, c. 14, s. 134(F).
Marginal note:Delivery of articles
  •  (1) Subject to any revocation under subsection 173(2) or 174(5), after an amendment has been adopted under section 173, 174 or 176 articles of amendment in the form that the Director fixes shall be sent to the Director.

  • Marginal note:Reduction of stated capital

    (2) If an amendment effects or requires a reduction of stated capital, subsections 38(3) and (4) apply.

  • R.S., 1985, c. C-44, s. 177;
  • 2001, c. 14, s. 85.
Marginal note:Certificate of amendment

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

  • 1974-75-76, c. 33, s. 172;
  • 1978-79, c. 9, s. 1(F).
Marginal note:Effect of certificate
  •  (1) An amendment becomes effective on the date shown in the certificate of amendment and the articles are amended accordingly.

  • Marginal note:Rights preserved

    (2) No amendment to the articles affects an existing cause of action or claim or liability to prosecution in favour of or against the corporation or its directors or officers, or any civil, criminal or administrative action or proceeding to which a corporation or its directors or officers is a party.

  • 1974-75-76, c. 33, s. 173;
  • 1978-79, c. 9, s. 1(F).
Marginal note:Restated articles
  •  (1) The directors may at any time, and shall when reasonably so directed by the Director, restate the articles of incorporation.

  • Marginal note:Delivery of articles

    (2) Restated articles of incorporation in the form that the Director fixes shall be sent to the Director.

  • Marginal note:Restated certificate

    (3) On receipt of restated articles of incorporation, the Director shall issue a restated certificate of incorporation in accordance with section 262.

  • Marginal note:Effect of certificate

    (4) Restated articles of incorporation are effective on the date shown in the restated certificate of incorporation and supersede the original articles of incorporation and all amendments thereto.

  • R.S., 1985, c. C-44, s. 180;
  • 2001, c. 14, s. 86.
Marginal note:Amalgamation

 Two or more corporations, including holding and subsidiary corporations, may amalgamate and continue as one corporation.

  • 1974-75-76, c. 33, s. 175;
  • 1978-79, c. 9, s. 1(F).
Marginal note:Amalgamation agreement
  •  (1) Each corporation proposing to amalgamate shall enter into an agreement setting out the terms and means of effecting the amalgamation and, in particular, setting out

    • (a) the provisions that are required to be included in articles of incorporation under section 6;

    • (b) the name and address of each proposed director of the amalgamated corporation;

    • (c) the manner in which the shares of each amalgamating corporation are to be converted into shares or other securities of the amalgamated corporation;

    • (d) if any shares of an amalgamating corporation are not to be converted into securities of the amalgamated corporation, the amount of money or securities of any body corporate that the holders of such shares are to receive in addition to or instead of securities of the amalgamated corporation;

    • (e) the manner of payment of money instead of the issue of fractional shares of the amalgamated corporation or of any other body corporate the securities of which are to be received in the amalgamation;

    • (f) whether the by-laws of the amalgamated corporation are to be those of one of the amalgamating corporations and, if not, a copy of the proposed by-laws; and

    • (g) details of any arrangements necessary to perfect the amalgamation and to provide for the subsequent management and operation of the amalgamated corporation.

  • Marginal note:Cancellation

    (2) If shares of one of the amalgamating corporations are held by or on behalf of another of the amalgamating corporations, the amalgamation agreement shall provide for the cancellation of such shares when the amalgamation becomes effective without any repayment of capital in respect thereof, and no provision shall be made in the agreement for the conversion of such shares into shares of the amalgamated corporation.

  • 1974-75-76, c. 33, s. 176;
  • 1978-79, c. 9, s. 1(F).
 
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