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

Regulations are current to 2017-11-20 and last amended on 2016-05-13. Previous Versions

Canada Business Corporations Regulations, 2001

SOR/2001-512

CANADA BUSINESS CORPORATIONS ACT

Registration 2001-11-22

Canada Business Corporations Regulations, 2001

P.C. 2001-2139 2001-11-22

Her Excellency the Governor General in Council, on the recommendation of the Minister of Industry, pursuant to subsection 261(1)Footnote a of the Canada Business Corporations ActFootnote b, hereby makes the annexed Canada Business Corporations Regulations, 2001.

Interpretation

 The following definitions apply in these Regulations.

Act

Act means the Canada Business Corporations Act. (Loi)

end of the taxation year

end of the taxation year[Repealed, SOR/2010-128, s. 1]

NI 51-102

NI 51-102 means National Instrument 51-102 of the Canadian Securities Administrators, entitled Continuous Disclosure Obligations, and known in French as Règlement 51-102 sur les obligations d’information continue, published in both official languages on December 19, 2003, as amended from time to time. (Règlement 51-102)

  • SOR/2008-315, s. 1;
  • SOR/2010-128, s. 1.
  •  (1) For the purpose of the definition distributing corporation in subsection 2(1) of the Act and subject to subsection (2), distributing corporation means

    • (a) a corporation that is a reporting issuer under any legislation that is set out in column 2 of an item of Schedule 1; or

    • (b) in the case of a corporation that is not a reporting issuer referred to in paragraph (a), a corporation

      • (i) that has filed a prospectus or registration statement under provincial legislation or under the laws of a jurisdiction outside Canada,

      • (ii) any of the securities of which are listed and posted for trading on a stock exchange in or outside Canada, or

      • (iii) that is involved in, formed for, resulting from or continued after an amalgamation, a reorganization, an arrangement or a statutory procedure, if one of the participating bodies corporate is a corporation to which subparagraph (i) or (ii) applies.

  • (2) A corporation that is subject to an exemption under provincial securities legislation, or to an order of the relevant provincial securities regulator that provides that the corporation is not a reporting issuer for the purposes of the applicable legislation, is not a distributing corporation for the purpose of the definition of that expression in subsection (1).

  • SOR/2003-317, s. 1;
  • SOR/2010-128, s. 2.
  •  (1) For the purpose of the definition going-private transaction in subsection 2(1) of the Act, going-private transaction means an amalgamation, arrangement, consolidation or other transaction involving a distributing corporation, other than an acquisition of shares under section 206 of the Act, that results in the interest of a holder of participating securities of the corporation being terminated without the consent of the holder and without the substitution of an interest of equivalent value in participating securities of the corporation or of a body corporate that succeeds to the business of the corporation, which participating securities have rights and privileges that are equal to or greater than the affected participating securities.

  • (2) For the purpose of subsection (1), participating securities means securities of a body corporate that give the holder of the securities a right to share in the earnings of the body corporate and after the liquidation, dissolution or winding up of the body corporate, a right to share in its assets.

PART 1General

Forms

 [Repealed, SOR/2010-128, s. 3]

  •  (1) The annual return referred to in section 263 of the Act shall be sent to the Director within 60 days after the anniversary date of incorporation of the corporation, and shall set out the required information as of the anniversary date.

  • (2) [Repealed, SOR/2010-128, s. 4]

  • SOR/2003-317, s. 2;
  • SOR/2006-75, s. 1;
  • SOR/2010-128, s. 4.

Electronic Documents

 For the purpose of section 252.2 of the Act, the prescribed notices, documents or other information are the notices, documents or other information referred to in sections 48 to 81 of the Act.

  •  (1) For the purpose of paragraph 252.3(2)(a) of the Act, the consent shall be in writing.

  • (2) For the purpose of paragraph 252.3(2)(b) of the Act, a notice, document or other information that is not required under the Act to be sent to a specific place may be sent as an electronic document to a place other than to an information system designated by the addressee under paragraph 252.3(2)(a) of the Act by posting it on or making it available through a generally accessible electronic source, such as a website, and by providing the addressee with notice in writing of the availability and location of that electronic document.

  • (3) [Repealed, SOR/2010-128, s. 5]

  • SOR/2010-128, s. 5.

 For the purposes of subsection 252.3(3) of the Act, an addressee shall revoke his or her consent in writing.

 For the purpose of paragraphs 252.4(b) and 252.5(2)(b) of the Act, when a notice, document or other information is provided to several addressees, the notice, document or other information shall be provided to the addressees concurrently, regardless of the manner of provision.

 An electronic document is considered to have been provided when it leaves an information system within the control of the originator or another person who provided the document on the originator’s behalf.

  • SOR/2010-128, s. 6.

 An electronic document is considered to have been received

  • (a) if the document is provided to the information system designated by the addressee, when it enters that information system; or

  • (b) if the document is posted on or made available through a generally accessible electronic source, when the notice of the availability and location of the electronic document referred to in section 7 is received by the addressee or, if the notice is sent electronically, when the notice enters the information system designated by the addressee.

  • SOR/2010-128, s. 6.

 [Repealed, SOR/2010-128, s. 6]

“Resident Canadian” Class of Persons Prescribed

 For the purpose of paragraph (b) of the definition resident Canadian in subsection 2(1) of the Act, the following classes of persons are prescribed:

  • (a) persons who are full-time employees of the Government of Canada or of a province, of an agency of any of those governments or of a federal or provincial Crown corporation, if the principal reason for their residence outside Canada is to act as employees;

  • (b) persons who are full-time employees, if the principal reason for their residence outside Canada is to act as employees, of a body corporate

    • (i) of which more than 50% of the voting shares is beneficially owned, or over which control or direction is exercised, by resident Canadians,

    • (ii) a majority of the directors of which are resident Canadians, or

    • (iii) that is a subsidiary of a body corporate described in subparagraph (i) or (ii);

  • (c) persons who are full-time students at a university or other educational institution recognized by the educational authorities of a majority of the provinces of Canada and who have been resident outside Canada for fewer than 10 consecutive years;

  • (d) persons who are full-time employees of an international association or organization of which Canada is a member; and

  • (e) persons who were, at the time of reaching their 60th birthday, ordinarily resident in Canada and who have been resident outside Canada for fewer than 10 consecutive years.

Exemption Circumstances Prescribed

 For the purpose of section 258.2 of the Act, the prescribed circumstances are that the exemption does not prejudice any of the shareholders or the public interest.

Retention of Records

 For the purpose of subsection 267(3) of the Act, the prescribed period is six years after the day on which the Director receives the document.

Business Sectors

 For the purpose of subsection 105(3.1) of the Act, the prescribed business sectors are

  • (a) uranium mining;

  • (b) book publishing or distribution;

  • (c) book sales, where the sale of books is the primary part of the corporation’s business; and

  • (d) film or video distribution.

  • SOR/2003-317, s. 3(F);
  • SOR/2010-128, s. 7(E).
 
Date modified: