An Act to amend the Canada Business Corporations Act and the Canada Cooperatives Act and to amend other Acts in consequence (S.C. 2001, c. 14)
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Assented to 2001-06-14
123. Subsection 257(3) of the French version of the Act is replaced by the following:
Marginal note:Certificat de valeurs mobilières
(3) Les mentions du registre des valeurs mobilières et les certificats de valeurs mobilières émis par la société établissent, à défaut de preuve contraire, que les personnes au nom desquelles les valeurs mobilières sont inscrites sont propriétaires des valeurs mentionnées dans le registre ou sur les certificats.
Marginal note:1994, c. 24, s. 26
124. Sections 258.1 and 258.2 of the Act are replaced by the following:
Marginal note:Content and form of notices and documents
258.1 The Director may establish the requirements for the content and fix the form, including electronic or other forms, of notices and documents sent to or issued by the Director pursuant to this Act, including
(a) the notices and documents that may be transmitted in electronic or other form;
(b) the persons or classes of persons who may transmit the notices and documents;
(c) their signature in electronic or other form, or their execution, adoption or authorization in a manner that is to have the same effect for the purposes of this Act as their signature;
(d) the time and circumstances when electronic notices and documents are to be considered to be sent or received, and the place where they are considered to have been sent or received; and
(e) any matter necessary for the purposes of the application of this section.
Marginal note:Exemption
258.2 In the prescribed circumstances, the Director may, on any conditions that the Director considers appropriate, exempt from the application of any provision of this Act requiring notices or documents to be sent to the Director any notices or documents or classes of notices or documents containing information similar to that contained in notices or documents required to be made public pursuant to any other Act of Parliament or to any Act of the legislature of a province as the Director specifies.
Marginal note:1994, c. 24, s. 27
125. Section 261 of the Act is replaced by the following:
Marginal note:Regulations
261. (1) The Governor in Council may make regulations
(a) prescribing any matter required or authorized by this Act to be prescribed;
(a.1) defining anything that, by this Act, is to be defined by regulation;
(b) requiring the payment of a fee in respect of the filing, examination or copying of any document, or in respect of any action that the Director is required or authorized to take under this Act, and prescribing the amount of the fee or the manner of determining the fee;
(c) respecting the payment of fees, including the time when and the manner in which the fees are to be paid, the additional fees that may be charged for the late payment of fees and the circumstances in which any fees previously paid may be refunded in whole or in part;
(c.1) prescribing, for the purposes of subsection 137(1.1), a manner of determining the number of shares required for a person to be eligible to submit a proposal, including the time and manner of determining a value or percentage of the outstanding shares of the corporation;
(d) prescribing, for the purposes of paragraph 137(5)(d), the minimum amount of support required in relation to the number of times the shareholder has submitted substantially the same proposal within the prescribed period;
(e) prescribing rules with respect to exemptions permitted by this Act;
(f) prescribing that, for the purpose of paragraph 155(1)(a), the standards as they exist from time to time, of an accounting body named in the regulations shall be followed;
(g) prescribing any matter necessary for the purposes of the application of Part XX.1, including the time and circumstances when an electronic document is to be considered to have been provided or received and the place where it is considered to have been provided or received;
(h) prescribing the manner of, and conditions for, participating in a meeting by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting; and
(i) prescribing, for the purposes of subsection 141(3), the manner of, and conditions for, voting at a meeting of shareholders by means of a telephonic, electronic or other communication facility.
Marginal note:Incorporation by reference
(2) The regulations may incorporate any material by reference regardless of its source and either as it exists on a particular date or as amended from time to time.
Marginal note:Incorporated material is not a regulation
(3) Material does not become a regulation for the purposes of the Statutory Instruments Act because it is incorporated by reference.
126. The Act is amended by adding the following after section 261:
Marginal note:Fee to be paid before service performed
261.1 The fee in respect of the filing, examination, or copying of any document, or in respect of any action that the Director is required or authorized to take, shall be paid to the Director on the filing, examination, or copying or before the Director takes the action in respect of which the fee is payable.
Marginal note:1994, c. 24, s. 28(1)
127. (1) The portion of paragraph 262(2)(b) of the Act before subparagraph (i) is replaced by the following:
(b) on receiving the articles or statement in the form that the Director fixes, any other required documents and the required fees, the Director shall
Marginal note:1994, c. 24, s. 28(1)
(2) Subparagraphs 262(2)(b)(iv) and (v) of the Act are replaced by the following:
(iv) send the certificate, or a copy, image or photographic, electronic or other reproduction of the certificate, to the corporation or its agent, and
(v) publish a notice of the issuance of the certificate in a publication generally available to the public.
Marginal note:1994, c. 24, s. 29
128. Section 262.1 of the Act is renumbered as subsection 262.1(1) and is amended by adding the following:
Marginal note:Authority to sign notices
(2) The notices referred to in subsections 19(2) and (4) and subsections 106(1) and 113(1), and the annual return referred to in section 263, may be signed by any individual who has the relevant knowledge of the corporation and who is authorized to do so by the directors, or, in the case of the notice referred to in subsection 106(1), the incorporators.
Marginal note:Execution of documents
(3) Any articles, notice, resolution, requisition, statement or other document required or permitted to be executed or signed by more than one individual for the purposes of this Act may be executed or signed in several documents of like form, each of which is executed or signed by one or more of the individuals. The documents, when duly executed or signed by all individuals required or permitted, as the case may be, to do so, shall be deemed to constitute one document for the purposes of this Act.
129. Section 263 of the Act is replaced by the following:
Marginal note:Annual return
263. Every corporation shall, on the prescribed date, send to the Director an annual return in the form that the Director fixes and the Director shall file it.
Marginal note:Certificate
263.1 (1) The Director may provide any person with a certificate stating that a corporation
(a) has sent to the Director a document required to be sent under this Act;
(b) has paid all required fees; or
(c) exists as of a certain date.
Marginal note:Director may refuse to issue certificate of existence
(2) For greater certainty, the Director may refuse to issue a certificate described in paragraph (1)(c) if the Director has knowledge that the corporation is in default of sending a document required to be sent under this Act or is in default of paying a required fee.
130. Sections 265 and 266 of the Act are replaced by the following:
Marginal note:Corrections at request of Director
265. (1) If there is an error in articles, a notice, a certificate or other document, the directors or shareholders of the corporation shall, on the request of the Director, pass the resolutions and send to the Director the documents required to comply with this Act, and take such other steps as the Director may reasonably require so that the Director may correct the document.
Marginal note:No prejudice
(2) Before proceeding under subsection (1), the Director must be satisfied that the correction would not prejudice any of the shareholders or creditors of the corporation.
Marginal note:Corrections at the request of the corporation
(3) The Director may, at the request of the corporation or of any other interested person, accept a correction to any of the documents referred to in subsection (1) if
(a) the correction is approved by the directors of the corporation, unless the error is obvious or was made by the Director; and
(b) the Director is satisfied that the correction would not prejudice any of the shareholders or creditors of the corporation and that the correction reflects the original intention of the corporation or the incorporators, as the case may be.
Marginal note:Application to court
(4) If, in the view of the Director, of the corporation or of any interested person who wishes a correction, a correction to any of the documents referred to in subsection (1) would prejudice any of the shareholders or creditors of a corporation, the Director, the corporation or the person, as the case may be, may apply to the court for an order that the document be corrected and for an order determining the rights of the shareholders or creditors.
Marginal note:Notice to Director
(5) An applicant under subsection (4) shall give the Director notice of the application, and the Director is entitled to appear and to be heard in person or by counsel.
Marginal note:Director may require surrender of document
(6) The Director may demand the surrender of the original document, and may issue a corrected certificate or file the corrected articles, notice or other document.
Marginal note:Date of corrected document
(7) A corrected document shall bear the date of the document it replaces unless
(a) the correction is made with respect to the date of the document, in which case the document shall bear the corrected date; or
(b) the court decides otherwise.
Marginal note:Notice
(8) If a corrected certificate materially amends the terms of the original certificate, the Director shall without delay give notice of the correction in a publication generally available to the public.
Marginal note:Cancellation of articles by Director
265.1 (1) In the prescribed circumstances, the Director may cancel the articles and related certificate of a corporation.
Marginal note:No prejudice
(2) Before proceeding under subsection (1), the Director must be satisfied that the cancellation would not prejudice any of the shareholders or creditors of the corporation.
Marginal note:Request to Director to cancel articles
(3) In the prescribed circumstances, the Director may, at the request of a corporation or of any other interested person, cancel the articles and related certificate of the corporation if
(a) the cancellation is approved by the directors of the corporation; and
(b) the Director is satisfied that the cancellation would not prejudice any of the shareholders or creditors of the corporation and that the cancellation reflects the original intention of the corporation or the incorporators, as the case may be.
Marginal note:Application to court
(4) If, in the view of the Director, of the corporation or of any interested person who wishes a cancellation, a cancellation of articles and a related certificate would prejudice any of the shareholders or creditors of a corporation, the Director, the corporation or the person, as the case may be, may apply to the court for an order that the articles and certificate be cancelled and for an order determining the rights of the shareholders or creditors.
Marginal note:Notice to Director
(5) An applicant under subsection (4) shall give the Director notice of the application, and the Director is entitled to appear and to be heard in person or by counsel.
Marginal note:Return of certificate
(6) The Director may demand the surrender of a cancelled certificate.
Marginal note:Inspection
266. (1) A person who has paid the required fee is entitled during usual business hours to examine a document required by this Act or the regulations to be sent to the Director, except a report sent to the Director under subsection 230(2), and to make copies of or extracts from it.
Marginal note:Copies
(2) The Director shall furnish any person with a copy, extract, certified copy or certified extract of a document required by this Act or the regulations to be sent to the Director, except a report sent under subsection 230(2).
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