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

Act current to 2017-11-06 and last amended on 2015-02-26. Previous Versions

Marginal note:Reserving name
  •  (1) The Director may, on request, reserve for ninety days a name for an intended corporation or for a corporation about to change its name.

  • Marginal note:Designating number

    (2) If requested to do so by the incorporators or a corporation, the Director shall assign to the corporation as its name a designating number followed by the word “Canada” and a word or expression, or the corresponding abbreviation, referred to in subsection 10(1).

  • R.S., 1985, c. C-44, s. 11;
  • 1994, c. 24, s. 6.
Marginal note:Prohibited names
  •  (1) A corporation shall not be incorporated or continued as a corporation under this Act with, have, carry on business under or identify itself by a name

    • (a) that is, as prescribed, prohibited or deceptively misdescriptive; or

    • (b) that is reserved for another corporation or intended corporation under section 11.

  • Marginal note:Directing change of name

    (2) If, through inadvertence or otherwise, a corporation

    • (a) comes into existence or is continued with a name, or

    • (b) on an application to change its name, is granted a name

    that contravenes this section, the Director may direct the corporation to change its name in accordance with section 173.

  • (3) [Repealed, 1994, c. 24, s. 7]

  • Marginal note:Idem

    (4) If a corporation has a designating number as its name, the Director may direct the corporation to change its name to a name other than a designating number in accordance with section 173.

  • Marginal note:Undertaking to change name

    (4.1) Where a corporation acquires a name as a result of a person undertaking to dissolve or to change names, and the undertaking is not honoured, the Director may direct the corporation to change its name in accordance with section 173, unless the undertaking is honoured within the period specified in subsection (5).

  • Marginal note:Revoking name

    (5) Where a corporation has been directed under subsection (2), (4) or (4.1) to change its name and has not within sixty days after the service of the directive to that effect changed its name to a name that complies with this Act, the Director may revoke the name of the corporation and assign a name to it and, until changed in accordance with section 173, the name of the corporation is thereafter the name so assigned.

  • R.S., 1985, c. C-44, s. 12;
  • 1994, c. 24, s. 7.
Marginal note:Certificate of amendment
  •  (1) When a corporation has had its name revoked and a name assigned to it under subsection 12(5), the Director shall issue a certificate of amendment showing the new name of the corporation and shall give notice of the change of name as soon as practicable in a publication generally available to the public.

  • Marginal note:Effect of certificate

    (2) The articles of the corporation are amended accordingly on the date shown in the certificate of amendment.

  • R.S., 1985, c. C-44, s. 13;
  • 2001, c. 14, s. 6.
Marginal note:Personal liability
  •  (1) Subject to this section, a person who enters into, or purports to enter into, a written contract in the name of or on behalf of a corporation before it comes into existence is personally bound by the contract and is entitled to its benefits.

  • Marginal note:Pre-incorporation and pre-amalgamation contracts

    (2) A corporation may, within a reasonable time after it comes into existence, by any action or conduct signifying its intention to be bound thereby, adopt a written contract made before it came into existence in its name or on its behalf, and on such adoption

    • (a) the corporation is bound by the contract and is entitled to the benefits thereof as if the corporation had been in existence at the date of the contract and had been a party thereto; and

    • (b) a person who purported to act in the name of or on behalf of the corporation ceases, except as provided in subsection (3), to be bound by or entitled to the benefits of the contract.

  • Marginal note:Application to court

    (3) Subject to subsection (4), whether or not a written contract made before the coming into existence of a corporation is adopted by the corporation, a party to the contract may apply to a court for an order respecting the nature and extent of the obligations and liability under the contract of the corporation and the person who entered into, or purported to enter into, the contract in the name of or on behalf of the corporation. On the application, the court may make any order it thinks fit.

  • Marginal note:Exemption from personal liability

    (4) If expressly so provided in the written contract, a person who purported to act in the name of or on behalf of the corporation before it came into existence is not in any event bound by the contract or entitled to the benefits thereof.

  • R.S., 1985, c. C-44, s. 14;
  • 2001, c. 14, s. 7.

PART IIICapacity and Powers

Marginal note:Capacity of a corporation
  •  (1) A corporation has the capacity and, subject to this Act, the rights, powers and privileges of a natural person.

  • Marginal note:Idem

    (2) A corporation may carry on business throughout Canada.

  • Marginal note:Extra-territorial capacity

    (3) A corporation has the capacity to carry on its business, conduct its affairs and exercise its powers in any jurisdiction outside Canada to the extent that the laws of such jurisdiction permit.

  • R.S., 1985, c. C-44, s. 15;
  • 2011, c. 21, s. 14(F).
Marginal note:Powers of a corporation
  •  (1) It is not necessary for a by-law to be passed in order to confer any particular power on the corporation or its directors.

  • Marginal note:Restricted business or powers

    (2) A corporation shall not carry on any business or exercise any power that it is restricted by its articles from carrying on or exercising, nor shall the corporation exercise any of its powers in a manner contrary to its articles.

  • Marginal note:Rights preserved

    (3) No act of a corporation, including any transfer of property to or by a corporation, is invalid by reason only that the act or transfer is contrary to its articles or this Act.

  • 1974-75-76, c. 33, s. 16;
  • 1978-79, c. 9, s. 1(F).
Marginal note:No constructive notice

 No person is affected by or is deemed to have notice or knowledge of the contents of a document concerning a corporation by reason only that the document has been filed by the Director or is available for inspection at an office of the corporation.

  • 1974-75-76, c. 33, s. 17;
  • 1978-79, c. 9, s. 1(F).
Marginal note:Authority of directors, officers and agents
  •  (1) No corporation and no guarantor of an obligation of a corporation may assert against a person dealing with the corporation or against a person who acquired rights from the corporation that

    • (a) the articles, by-laws and any unanimous shareholder agreement have not been complied with;

    • (b) the persons named in the most recent notice sent to the Director under section 106 or 113 are not the directors of the corporation;

    • (c) the place named in the most recent notice sent to the Director under section 19 is not the registered office of the corporation;

    • (d) a person held out by a corporation as a director, officer, agent or mandatary of the corporation has not been duly appointed or has no authority to exercise the powers and perform the duties that are customary in the business of the corporation or usual for a director, officer, agent or mandatary;

    • (e) a document issued by any director, officer, agent or mandatary of a corporation with actual or usual authority to issue the document is not valid or genuine; or

    • (f) a sale, lease or exchange of property referred to in subsection 189(3) was not authorized.

  • Marginal note:Exception

    (2) Subsection (1) does not apply in respect of a person who has, or ought to have, knowledge of a situation described in that subsection by virtue of their relationship to the corporation.

  • R.S., 1985, c. C-44, s. 18;
  • 2001, c. 14, s. 8;
  • 2011, c. 21, s. 15(E).

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.
 
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