Federal Law–Civil Law Harmonization Act, No. 3 (S.C. 2011, c. 21)
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Assented to 2011-11-29
Federal Law–Civil Law Harmonization Act, No. 3
S.C. 2011, c. 21
Assented to 2011-11-29
A third Act to harmonize federal law with the civil law of Quebec and to amend certain Acts in order to ensure that each language version takes into account the common law and the civil law
SUMMARY
This enactment is the third in a series of enactments drafted in the course of the harmonization of federal statutes by the Department of Justice of Canada as a result of the coming into force of the Civil Code of Québec in 1994, which substantially changed the concepts, institutions and terminology of civil law. It amends a number of statutes including the Canada Business Corporations Act and the Expropriation Act in order to ensure that each language version takes into account the common law and the civil law.
Her Majesty, by and with the advice and consent of the Senate and House of Commons of Canada, enacts as follows:
SHORT TITLE
Marginal note:Short title
1. This Act may be cited as the Federal Law–Civil Law Harmonization Act, No. 3.
PART 1AMENDMENTS TO CERTAIN ACTS
R.S., c. B-6Boards of Trade Act
2. Subsection 8(2) of the Boards of Trade Act is replaced by the following:
Marginal note:Body corporate
(2) The persons referred to in subsection (1) and their associates, assigns and successors, by the name and style specified in the certificate, are a body corporate, with power to acquire, sell and convey any real property or immovable necessary for the objects of the board of trade.
3. Subsection 32(3) of the Act is replaced by the following:
Marginal note:Three arbitrators to act
(3) When parties in a case referred to in subsection (2) agree to bind themselves to submit a matter in dispute between them to the decision of the Board of Arbitration, the submission is deemed to be made to any three members of the Board, who may, either by the special order of the Board or by virtue of any general rules adopted by the Board, or under any by-law of the corporation relating to the consideration of any cases so submitted, be appointed to hear, arbitrate and decide on the matter.
1995, c. 28Business Development Bank of Canada Act
4. Sections 10 to 12 of the English version of the Business Development Bank of Canada Act are replaced by the following:
Marginal note:Officers and employees
10. The Bank may employ the officers and employees, and may hire the agents or mandataries, advisers and consultants, it considers necessary to carry out the purpose of this Act and for the proper conduct of its business and the Bank may fix the terms and conditions of their employment or hiring.
Marginal note:Delegation of powers and specification of duties
11. The Board may delegate power to, and specify the duties and authority of, any officer, employee or agent or mandatary of the Bank to act in all matters that are not by this Act or any by-law or resolution specifically reserved to be done by the Board or the Executive Committee.
Marginal note:Confidentiality
12. All directors, officers and employees of the Bank, and all agents or mandataries, advisers and consultants whose services are engaged by the Bank, must, before commencing their duties, take an oath or make a solemn affirmation of office and confidentiality in the form set out in the schedule before a commissioner of oaths or other person having authority to administer the oath or solemn affirmation in the place where it is taken or made.
5. Subsection 13(4) of the English version of the Act is replaced by the following:
Marginal note:Other remuneration and expenses
(4) Officers, employees, agents or mandataries, advisers and consultants are entitled to be paid by the Bank the remuneration, expenses and benefits that the Bank may determine.
Marginal note:2001, c. 34, s. 9(F)
6. The portion of subsection 14(5) of the Act before paragraph (b) is replaced by the following:
Marginal note:Acquiring and dealing with property
(5) In any circumstances in which the Bank may make a loan or investment to a person, or give a guarantee in relation to a person, under this section, the Bank may
(a) purchase or otherwise acquire real or personal property or immovables or movables including accounts receivable; and
7. Subsection 15(1) of the Act is replaced by the following:
Marginal note:Security
15. (1) The Bank may
(a) acquire and hold security or a security interest, including, in Quebec, a right in a security, of any kind and in any form for the due discharge of obligations under a loan, investment, guarantee or agreement that it makes or gives;
(b) surrender the security, security interest or right in the security and acquire and hold, in exchange, security or a security interest, including, in Quebec, a right in a security, of any kind and in any form;
(c) realize the security, security interest or right in the security made, acquired or held by it on the loan, investment, guarantee or agreement; and
(d) exchange, lease, sell, assign, convey or otherwise dispose of the loan, investment, guarantee, agreement, security, security interest or right in a security.
8. (1) Subsection 18(1) of the Act is replaced by the following:
Marginal note:Borrowing powers
18. (1) The Bank may borrow money by any means, including issuing, selling, pledging or hypothecating debt obligations of the Bank.
(2) Subsection 18(5) of the Act is replaced by the following:
Marginal note:Securities
(5) The Bank may pledge or hypothecate any of its assets or give deposits as security for any debt obligations issued by the Bank or as security for the due performance of its obligations under any financial management agreement.
9. Section 20 of the English version of the Act is replaced by the following:
Marginal note:Agreements
20. The Bank may enter into agreements with, and act as agent or mandatary for, any department or agency of the government of Canada or a province, or any other body or person, for the provision of services or programs to, on behalf of or jointly with that body or person and, subject to subsection 14(3), may deliver financial assistance on their behalf under the agreement.
10. Paragraphs 22(d) and (e) of the Act are replaced by the following:
(d) acquire and dispose of any interest or right in any entity by any means;
(e) acquire, hold, exchange, lease, sell or otherwise dispose of any interest or right in real or personal property or immovables or movables and retain and use the proceeds of disposition; and
11. Subsection 37(1) of the English version of the Act is replaced by the following:
Marginal note:Privileged information
37. (1) Subject to subsection (2), all information obtained by the Bank in relation to its customers is privileged and a director, officer, employee or agent or mandatary of, or adviser or consultant to, the Bank must not knowingly communicate, disclose or make available the information, or permit it to be communicated, disclosed or made available.
12. The schedule to the English version of the Act is replaced by the schedule set out in Schedule 1 to this Act.
R.S., c. C-44; 1994, c. 24, s. 1(F)Canada Business Corporations Act
Marginal note:2001, c. 14, s. 1(5)
13. (1) The definitions “personal representative” and “security interest” in subsection 2(1) of the Canada Business Corporations Act are replaced by the following:
“personal representative”
« représentant personnel »
“personal representative” means a person who stands in place of and represents another person including, but not limited to, a trustee, an executor, an administrator, a liquidator of a succession, an administrator of the property of others, a guardian or tutor, a curator, a receiver or sequestrator, an agent or mandatary or an attorney;
“security interest”
« sûreté »
“security interest” means an interest or right in or charge on property of a corporation to secure payment of a debt or performance of any other obligation of the corporation;
(2) The definition “beneficial ownership” in subsection 2(1) of the English version of the Act is replaced by the following:
“beneficial ownership”
« véritable propriétaire » et « propriété effective »
“beneficial ownership” includes ownership through any trustee, legal representative, agent or mandatary, or other intermediary;
Marginal note:2001, c. 14, s. 1(2)(F)
(3) The definitions mandataire, option d’achat and option de vente in subsection 2(1) of the French version of the Act are replaced by the following:
« mandataire »
“mandatary”
mandataire Au Québec, s’entend notamment de l’ayant cause.
« option d’achat »
“call”
option d’achat Option négociable par livraison qui permet d’exiger que soit livré un nombre précis de valeurs mobilières à un prix et dans un délai déterminés. Est exclu de la présente définition l’option ou le droit d’acquérir des valeurs mobilières de la société qui l’a accordé.
« option de vente »
“put”
option de vente Option négociable par livraison qui permet de livrer un nombre précis de valeurs mobilières à un prix et dans un délai déterminés.
Marginal note:2001, c. 14, s. 1(3)
(4) Paragraph (c) of the definition “associate” in subsection 2(1) of the English version of the Act is replaced by the following:
(c) a trust or estate or succession in which that person has a substantial beneficial interest or in respect of which that person serves as a trustee or liquidator of the succession or in a similar capacity,
(5) Subsection 2(1) of the English version of the Act is amended by adding the following in alphabetical order:
“mandatary”
« mandataire »
“mandatary”, in Quebec, includes a successor;
14. Subsection 15(1) of the French version of the Act is replaced by the following:
Marginal note:Capacité
15. (1) La société a, sous réserve des autres dispositions de la présente loi, la capacité d’une personne physique et les droits, pouvoirs et privilèges de celle-ci.
Marginal note:2001, c. 14, s. 8
15. Paragraphs 18(1)(d) and (e) of the English version of the Act are replaced by the following:
(d) a person held out by a corporation as a director, officer, agent or mandatary of the corporation has not been duly appointed or has no authority to exercise the powers and perform the duties that are customary in the business of the corporation or usual for a director, officer, agent or mandatary;
(e) a document issued by any director, officer, agent or mandatary of a corporation with actual or usual authority to issue the document is not valid or genuine; or
Marginal note:2001, c. 14, s. 11(1)
16. (1) Subsection 21(1.1) of the English version of the Act is replaced by the following:
Marginal note:Requirement for affidavit — securities register
(1.1) Any person described in subsection (1) who wishes to examine the securities register of a distributing corporation must first make a request to the corporation or its agent or mandatary, accompanied by an affidavit referred to in subsection (7). On receipt of the affidavit, the corporation or its agent or mandatary shall allow the applicant access to the securities register during the corporation’s usual business hours, and, on payment of a reasonable fee, provide the applicant with an extract from the securities register.
Marginal note:2001, c. 14, s. 11(2) and s. 135 (Sch., s. 2)(E)
(2) Subsections 21(3) and (4) of the English version of the Act are replaced by the following:
Marginal note:Shareholder lists
(3) Shareholders and creditors of a corporation, their personal representatives, the Director and, if the corporation is a distributing corporation, any other person, on payment of a reasonable fee and on sending to a corporation or its agent or mandatary the affidavit referred to in subsection (7), may on application require the corporation or its agent or mandatary to provide within 10 days after the receipt of the affidavit a list (in this section referred to as the “basic list”) made up to a date not more than 10 days before the date of receipt of the affidavit setting out the names of the shareholders of the corporation, the number of shares owned by each shareholder and the address of each shareholder as shown on the records of the corporation.
Marginal note:Supplemental lists
(4) A person requiring a corporation to provide a basic list may, by stating in the affidavit referred to in subsection (3) that they require supplemental lists, require the corporation or its agent or mandatary on payment of a reasonable fee to provide supplemental lists setting out any changes from the basic list in the names or addresses of the shareholders and the number of shares owned by each shareholder for each business day following the date the basic list is made up to.
(3) The portion of subsection 21(5) of the English version of the Act before paragraph (a) is replaced by the following:
Marginal note:When supplemental lists to be provided
(5) The corporation or its agent or mandatary shall provide a supplemental list required under subsection (4)
17. The portion of subsection 22(2) of the English version of the Act before paragraph (a) is replaced by the following:
Marginal note:Precautions
(2) A corporation or its agents or mandataries shall take reasonable precautions to
Marginal note:2001, c. 14, s. 12
18. Subsection 23(2) of the English version of the Act is replaced by the following:
Marginal note:Validity of unsealed documents
(2) A document executed or, in Quebec, signed on behalf of a corporation is not invalid merely because a corporate seal is not affixed to it.
Marginal note:2001, c. 14, s. 14(1)
19. Subparagraph 26(3)(a)(ii) of the English version of the Act is replaced by the following:
(ii) shares of, or another interest or right in, a body corporate that immediately before the exchange, or that because of the exchange, did not deal with the corporation at arm’s length within the meaning of that expression in the Income Tax Act, or
Marginal note:2001, c. 14, s. 17(2)
20. The portion of subsection 30(2) of the French version of the Act before paragraph (a) is replaced by the following:
Marginal note:Détention par la filiale des actions d’une société
(2) Sous réserve de l’article 31, au cas où une personne morale, filiale d’une société, détient des actions de la société, celle-ci doit l’obliger à disposer de ces actions, notamment par vente, au cours des cinq ans suivant la date, selon le cas :
Marginal note:2001, c. 14, s. 18(1)(F)
21. (1) Subsection 31(1) of the Act is replaced by the following:
Marginal note:Exception
31. (1) A corporation may in the capacity of a personal representative hold shares in itself or in its holding body corporate unless it or the holding body corporate or a subsidiary of either of them has a beneficial interest in the shares.
Marginal note:2001, c. 14, s. 18(2)
(2) Paragraph 31(3)(a) of the Act is replaced by the following:
(a) in the subsidiary’s capacity as a personal representative, unless the subsidiary would have a beneficial interest in the shares; or
22. Subsection 32(6) of the Act is replaced by the following:
Marginal note:Transfer not void, voidable or null
(6) No transfer of shares by a corporation shall be void, voidable or, in Quebec, null solely because the transfer is in contravention of subsection (2).
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