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

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

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 8.1Fundamental 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.

PART 9Constrained Share Corporations

Interpretation

 The following definitions apply in this Part.

Canadian

Canadian means

  • (a) a resident Canadian;

  • (b) a partnership of which a majority of the members are resident Canadians and in which interests representing more than 50% of the total value of the partnership property are owned by resident Canadians;

  • (c) a trust established by a resident Canadian

    • (i) a majority of the trustees of which are resident Canadians, or

    • (ii) in which beneficial interests representing more than 50% of the total value of the trust property are owned by resident Canadians;

  • (d) Her Majesty in right of Canada or of a province or territory of Canada or a municipal corporation or public board or commission in Canada; or

  • (e) a body corporate

    • (i) incorporated under the laws of Canada or a province,

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

    • (iii) over which persons described in any of paragraphs (a) to (d) or in this paragraph exercise control or direction or of which the persons beneficially own shares or securities currently convertible into shares carrying more than 50% of the voting rights under all circumstances or by reason of the occurrence of an event that has occurred and that is continuing, including currently exercisable options or rights to acquire the shares or convertible securities. (Canadien)

constrained class

constrained class means the class of persons specified in the articles of a constrained share corporation as being ineligible to hold, as a class, more than the maximum aggregate holdings. (catégorie restreinte)

constrained share corporation

constrained share corporation means a corporation that has provisions in its articles imposing a constraint. (société par actions à participation restreinte)

constraint

constraint means a restriction on

  • (a) the issue or transfer of shares of any class or series to persons who are not resident Canadians;

  • (b) the issue or transfer of shares of any class or series to enable a corporation or any of its affiliates or associates to qualify under a law referred to in paragraph 87(1)(a)

    • (i) to obtain a licence to carry on any business,

    • (ii) to become a publisher of a Canadian newspaper or periodical, or

    • (iii) to acquire shares of a financial intermediary as defined in paragraph 87(1)(b); or

  • (c) the issue, transfer or ownership of shares of any class or series in order to assist a corporation or any of its affiliates or associates to qualify under a law referred to in subsection 87(2) to receive licences, permits, grants, payments or other benefits by reason of attaining or maintaining a specified level of Canadian ownership or control. (restriction)

control

control means control in any manner that results in control in fact, whether directly through the ownership of shares or indirectly through a trust, a contract, the ownership of shares of any other body corporate or otherwise. (contrôle)

maximum aggregate holdings

maximum aggregate holdings means the total number of voting shares of a constrained share corporation that may be held by or on behalf of persons in the constrained class and their associates in accordance with the articles of the corporation. (avoir maximum total)

maximum individual holdings

maximum individual holdings means the total number of voting shares of a constrained share corporation that may be held by or on behalf of any one person in the constrained class and their associates in accordance with the articles of the corporation. (avoir maximum individuel)

voting share

voting share means a share that is subject to a constraint referred to in paragraph (a) or (b) of the definition constraint and that carries voting rights under all circumstances or by reason of the occurrence of an event that has occurred and that is continuing, and includes a security currently convertible into such a share and a currently exercisable option or right to acquire such a share or convertible security. (action avec droit de vote)

Disclosure Required

 Each of the following documents issued or published by a constrained share corporation shall indicate conspicuously the general nature of its constrained share provisions:

  • (a) a certificate representing a voting share;

  • (b) a management proxy circular; and

  • (c) a prospectus, statement of material facts, registration statement or similar document.

Powers and Duties of Directors

[SOR/2010-128, s. 16(F)]
  •  (1) The directors of a constrained share corporation that has provisions in its articles imposing a constraint referred to in paragraph (a) or (b) of the definition constraint in section 73 shall refuse to register a transfer of a voting share of the corporation in accordance with the articles if

    • (a) the total number of voting shares held by or on behalf of persons in the constrained class exceeds the maximum aggregate holdings and the transfer is to a person in the constrained class;

    • (b) the total number of voting shares held by or on behalf of persons in the constrained class does not exceed the maximum aggregate holdings and the transfer would cause the number of shares held by persons in the constrained class to exceed the maximum aggregate holdings;

    • (c) the total number of voting shares held by or on behalf of a person in the constrained class exceeds the maximum individual holdings and the transfer is to that person; or

    • (d) the total number of voting shares held by or on behalf of a person in the constrained class does not exceed the maximum individual holdings and the transfer would cause the number of shares held by that person to exceed the maximum individual holdings.

  • (2) Despite subsection (1), the directors of a constrained share corporation that is described in that subsection shall register a transfer of a voting share of the corporation to a person in the constrained class if that person establishes that they were the beneficial owner of that share on the day on which the corporation became a constrained share corporation.

  • (3) The directors of a constrained share corporation that is described in subsection (1) shall not issue a voting share of the corporation to a person in the constrained class if the directors are required by that subsection to refuse to register a transfer of the share.

  • (4) For the purpose of subsection (3), the directors may count as issued shares the voting shares that the corporation is currently offering to its shareholders or prospective shareholders.

 The directors of a constrained share corporation that has provisions in its articles imposing a constraint referred to in paragraph (c) of the definition constraint in section 73

  • (a) shall not issue a share of the corporation to a person

    • (i) whose ownership of the share would be contrary to the constraint,

    • (ii) who, in respect of the issue of the share, has been requested by the corporation to provide it with information referred to in subsection 80(7) and has not provided the information, or

    • (iii) whose ownership of the share the directors have determined, on the basis of information provided to the corporation by that person under a request referred to in subparagraph (ii), may be contrary to the constraint; and

  • (b) shall refuse to register a transfer of a share of the corporation if the transfer is to a person

    • (i) whose ownership of the share is contrary to the constraint,

    • (ii) who, in respect of the registration of the share, has been requested by the corporation to provide it with information referred to in subsection 80(7) and has not provided the information, or

    • (iii) whose ownership of the share the directors have determined, on the basis of information provided to the corporation by that person under a request referred to in subparagraph (ii), may be contrary to the constraint.

 
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