Canada Business Corporations Regulations, 2001 (SOR/2001-512)

AMENDMENTS NOT IN FORCE

• — SOR/2022-40, s. 1

  • 1 Section 1 of the Canada Business Corporation Regulations, 2001Footnote ¹ is replaced by the following:

    • Return to footnote ¹SOR/2001-512

    • 1 In these Regulations, Act means the Canada Business Corporations Act.

• — SOR/2022-40, s. 2

  • 2 The heading “Forms” before section 5 of the Regulations is repealed.

• — SOR/2022-40, s. 3

  • 3 Subsection 5(1) of the Regulations is repealed.

• — SOR/2022-40, s. 4

  • 4 Section 15 of the Regulations and the heading before it are replaced by the following:

    Keeping and Producing Documents

    • 14.1 For the purpose of subsection 225(1) of the Act, the prescribed period is six years beginning on the day on which the corporation is dissolved.

    • • 15 (1) For the purpose of subsection 267(3) of the Act, the prescribed documents and classes of documents are

        • (a) a notice of registered office referred to in subsection 19(2) of the Act;

        • (b) a notice of change of address referred to in subsection 19(4) of the Act;

        • (c) a notice of directors referred to in subsection 106(1) of the Act;

        • (d) a notice of change referred to in subsection 113(1) of the Act; and

        • (e) letters patent and supplementary letters patent.

      • (2) For the purpose of subsection 267(3) of the Act, the prescribed periods are

        • (a) in respect of a proxy circular referred to in subsection 150(1) of the Act, a document containing the information referred to in subsection 72.2(4) of these Regulations and an application for exemption referred to in section 88 of these Regulations, six years beginning on the day on which the document is received by the Director;

        • (b) in respect of a copy of the documents sent under subsection 160(1) of the Act, three years beginning on the day on which the copy is received by the Director;

        • (c) in respect of a document evidencing the satisfaction of the Director for the purpose of subsection 188(1) of the Act, two years beginning on the day on which the document is issued by the Director; and

        • (d) in respect of an annual return referred to in section 263 of the Act, two years beginning on the day on which the document is received by the Director.

• — SOR/2022-40, s. 5

  • • 5 (1) The definition corporate name in subsection 17(1) of the English version of the Regulations is repealed.

    • (2) Subsection 17(1) of the Regulations is amended by adding the following in alphabetical order:

      deceptively misdescriptive

      deceptively misdescriptive means, in respect of a corporate name, that the name is likely to mislead the public, in any language, with respect to any of the following:

      • (a) the business, goods or services in association with which it is proposed to be used;

      • (b) the conditions under which the goods or services will be produced or supplied or the persons to be employed in the production or supply of the goods or services; and

      • (c) the place of origin of the goods or services. (fausse et trompeuse)

• — SOR/2022-40, s. 6

  • 6 The Regulations are amended by adding the following after section 17:

    Reserving Name

    • 17.1 For the purpose of subsection 11(1) of the Act, the prescribed period is 90 days.

• — SOR/2022-40, s. 7

  • 7 The Regulations are amended by adding the following after section 19:

    • 19.1 For the purpose of subsection 12(1) of the Act, a corporate name is prohibited if it is confusing with a name that is reserved under subsection 11(1) of the Act, unless the person for whom the name was reserved consents in writing to the use of the name.

    • 19.2 For the purpose of subsection 12(5) of the Act, the prescribed period is 60 days.

• — SOR/2022-40, s. 8

  • 8 The portion of section 20 of the Regulations before paragraph (a) is replaced by the following:

    • 20 Despite section 19, a corporate name that is confusing with the name of a body corporate that has not carried on business in the two years immediately before the day on which the Director receives a document referred to in subsection 8(1), section 178 or subsection 185(4), 187(4), 191(5), 192(7) or 209(3) of the Act or a request to reserve a name under subsection 11(1) of the Act is not prohibited for that reason alone if

• — SOR/2022-40, s. 9

  • 9 Paragraph 25(a) of the Regulations is replaced by the following:

    • (a) “cooperative”, “coopérative” or “co-op” when it connotes a cooperative venture;

• — SOR/2022-40, s. 10

  • 10 Paragraph 26(d) of the Regulations is replaced by the following:

    • (d) carries on the business of a bank, loan company, insurance company, trust company or another financial intermediary that is regulated by the laws of Canada, unless the Superintendent of Financial Institutions confirms in writing that the words that are used in the name and that are regulated by section 983 of the Bank Act, section 47 of the Insurance Companies Act or section 47 of the Trust and Loan Companies Act are authorized to be used under the applicable Act; or

• — SOR/2022-40, s. 11

  • 11 Section 28 of the Regulations is replaced by the following:

    • • 28 (1) For the purpose of subsection 12(1) of the Act, a corporate name is prohibited if an element of the name is the family name – whether or not it is preceded by the given name or initials – of an individual who is living or has died within 30 years before the day on which the Director receives the document referred to in subsection 8(1), section 178 or subsection 185(4), 187(4), 191(5), 192(7) or 209(3) of the Act or a request to reserve the name under subsection 11(1) of the Act.

      • (2) Despite subsection (1), the corporate name is not prohibited if

        • (a) the individual or their heir or personal representative consents in writing to the use of the individual’s name and the individual has or had a material interest in the corporation; or

        • (b) the person proposing to use the corporate name establishes that it has been used in Canada or elsewhere by them or their predecessors so as to have become distinctive in Canada.

• — SOR/2022-40, s. 12

  • • 12 (1) Paragraph 30(1)(b) of the Regulations is replaced by the following:

      • (b) is primarily or only the name — or the first name or family name used alone — of an individual; or

    • (2) Subsection 30(2) of the Regulations is replaced by the following:

      • (2) Despite subsection (1), the corporate name is not prohibited if a person proposing to use the corporate name establishes that it has been used in Canada or elsewhere by them or by their predecessors so as to have become distinctive in Canada.

• — SOR/2022-40, s. 13

  • 13 The heading before section 31 of the French version of the Regulations is replaced by the following:

    Dénominations fausses et trompeuses

• — SOR/2022-40, s. 14

  • 14 Section 31 of the Regulations is replaced by the following:

    • 31 For the purpose of subsection 12(1) of the Act, a corporate name is prohibited if it is deceptively misdescriptive.

    Combined Form of Corporate Name

• — SOR/2022-40, s. 15

  • 15 The Regulations are amended by adding the following after section 45:

    Separate Vote for Each Candidate

    • 45.1 For the purpose of subsection 106(3.3) of the Act, a distributing corporation is a prescribed corporation.

    Appointment of Directors

    • 45.2 For the purpose of subsection 106(8.1) of the Act, the prescribed circumstances are that, after the election, the appointment of the individual would fulfil one or more of the requirements set out in subsection 102(2) or 105(3), (3.1), (3.3) or (4) of the Act.

• — SOR/2022-40, s. 16

  • 16 Section 49 of the Regulations is replaced by the following:

    • 49 For the purpose of paragraph 137(5)(a) of the Act, the prescribed period is the 60-day period that begins on the 150th day before the anniversary of the previous annual meeting of shareholders.

• — SOR/2022-40, s. 17

  • 17 Section 54 of the Regulations is replaced by the following:

    • 54 In this Part, NI 51-102 means the version of National Instrument 51-102 that applies within a province set out in column 1 of the table to this section in accordance with the instrument set out in column 2.

      	Column 1	Column 2
      Item	Province	Instrument
      1	Ontario	National Instrument 51-102 Continuous Disclosure Obligations, made a rule of the Ontario Securities Commission and published on April 2, 2004, (2004) 27 OSCB 3439, as amended from time to time
      2	Quebec	Regulation 51-102 respecting Continuous Disclosure Obligations, CQLR c. V-1.1, r. 24, as amended from time to time
      3	Nova Scotia	National Instrument 51-102 Continuous Disclosure Obligations, made a rule of the Nova Scotia Securities Commission and published in the Nova Scotia Royal Gazette, Part 1, on March 15, 2004, as amended from time to time
      4	New Brunswick	National Instrument 51-102 Continuous Disclosure Obligations, made a rule of the Financial and Consumer Services Commission and which came into force on February 19, 2015, as amended from time to time
      5	Manitoba	Manitoba Securities Commission Rule 2003-17, National Instrument 51-102 Continuous Disclosure Obligations, as amended from time to time
      6	British Columbia	National Instrument 51-102 Continuous Disclosure Obligations, B.C. Reg. 110/2004, as amended from time to time
      7	Saskatchewan	National Instrument 51-102 Continuous Disclosure Obligations, set out in Part XXXVI of the Appendix to The Securities Commission (Adoption of National Instruments) Regulations, RRS c. S-42.2, Reg 3, as amended from time to time
      8	Alberta	National Instrument 51-102 Continuous Disclosure Obligations, made a rule of the Alberta Securities Commission and published in the Alberta Gazette, Part 1, on March 15, 2004, as amended from time to time

    • • 54.1 (1) For the purpose of subsection 149(1) of the Act and subject to subsection (2), a form of proxy shall be in a form that complies with the requirements set out in section 9.4 of NI 51-102.

      • (2) In the case of a vote by shareholders that occurs in the circumstances described in subsection 106(3.4) of the Act,

        • (a) paragraph 6 of section 9.4 of NI 51-102 is to be read without reference to the election of directors; and

        • (b) the form of proxy shall allow the shareholder to specify, for each candidate nominated for director, whether their vote is to be cast for or against the candidate.

• — SOR/2022-40, s. 18

  • 18 Subparagraph 87(1)(a)(viii) of the Regulations is replaced by the following:

    • (viii) the Securities Act (Quebec), CQRL c. V-1.1, and any regulations made under it, as amended from time to time, and

• — SOR/2022-40, s. 19

  • 19 The portion of item 2 of Schedule 2 in column 2 to the Regulations is replaced by the following:

    	Column 2
    Item	Legislation
    2	the definition take-over bid in section 110 of the Securities Act, CQRL c. V-1.1, as amended from time to time

• — SOR/2022-40, s. 20

  • 20 The Regulations are amended by replacing “paragraph 12(1)(a)” with “subsection 12(1)” in the following provisions:

    • (a) the portion of section 19 before paragraph (a);

    • (b) the portion of section 25 before paragraph (a);

    • (c) the portion of section 26 before paragraph (a);

    • (d) section 27; and

    • (e) the portion of subsection 30(1) before paragraph (a).