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

Regulations are current to 2013-04-29 and last amended on 2011-01-01. Previous Versions

Auditor's Report

  •  (1) Subject to subsection (2), the auditor's report referred to in section 169 of the Act shall be prepared in accordance with Canadian GAAS.

  • (2) For an SEC registrant that has prepared its financial statements in accordance with US GAAP and subsections 71(3) to (6), and whose auditors are in compliance with the professional practice standards established or adopted by the Public Company Accounting Oversight Board of the United States, the auditor's report may be prepared in accordance with US GAAS.

  • (3) If the auditor’s report referred to in subsection (2) is prepared in accordance with US GAAS and is for a financial year that begins on or before December 31, 2010 and ends on or after January 1, 2011, it shall comply with section 4.8 of NI 52-107, but for the purpose of applying that section,

    • (a) the expression “U.S. PCAOB GAAS” has the meaning assigned to the expression “US GAAS” by section 70 of these Regulations; and

    • (b) the expression “SEC issuer” has the meaning assigned to the expression “SEC registrant” by section 70 of these Regulations.

  • (4) If the auditor’s report referred to in subsection (2) is prepared in accordance with US GAAS and is for a financial year that begins on or after January 1, 2011, it shall comply with section 3.8 of NI 52-107, but for the purpose of applying that section,

    • (a) the expression “U.S. PCAOB GAAS” has the meaning assigned to the expression “US GAAS” by section 70 of these Regulations; and

    • (b) the expression “SEC issuer” has the meaning assigned to the expression “SEC registrant” by section 70 of these Regulations.

  • SOR/2005-51, s. 1;
  • SOR/2010-305, s. 3.

Contents of Financial Statements

  •  (1) The financial statements referred to in section 155 of the Act shall include at least

    • (a) a statement of financial position or a balance sheet;

    • (b) a statement of comprehensive income or an income statement;

    • (c) a statement of changes in equity or a statement of retained earnings; and

    • (d) a statement of cash flows or a statement of changes in financial position.

  • (2) Financial statements need not be designated by the names set out in paragraphs (1)(a) to (d).

  • SOR/2010-305, s. 4.

PART 8.1

FUNDAMENTAL CHANGES

  •  (1) Despite subparagraph 184(1)(b)(ii) of the Act, the resolutions approving the amalgamation of a holding corporation with one or more of its subsidiary corporations may provide that the corporate name set out in the articles of amalgamation is not the same as that set out in the articles of the amalgamating holding corporation.

  • (2) Despite subparagraph 184(2)(b)(ii) of the Act, the resolutions approving the amalgamation of two or more wholly owned subsidiary corporations of the same holding body corporate may provide that the corporate name set out in the articles of amalgamation is not the same as that set out in the articles of the amalgamating subsidiary corporation whose shares are not cancelled.

  • SOR/2010-72, s. 2.