Corporations Returns Act (R.S.C., 1985, c. C-43)

Marginal note:Return to be filed with Chief Statistician of Canada by corporation

• 4 (1) Subject to subsection (2), every corporation to which this Part applies shall, for each reporting period of the corporation, file with the Chief Statistician of Canada, not later than ninety days following the end of the reporting period, a return in the prescribed form containing the prescribed information including the following particulars:

  • (a) the corporate name of the corporation;

  • (b) the address of the head office of the corporation and, in the case of a corporation not resident in Canada, the address of its principal place of business in Canada or place to which communications for purposes of this Part may be directed;

  • (c) the manner in which the corporation was incorporated, and the date and place of its incorporation;

  • (d) the amount of the authorized share capital of the corporation, the number of shares of each class into which it is divided and a description of the voting rights and options attaching to each such class;

  • (e) the number of issued shares of each class into which the authorized share capital of the corporation is divided and, in relation to each such class,

    • (i) in the case of corporations having fifty shareholders or less,

      • (A) the number of shares of that class owned by persons resident in Canada and the number of shares of that class owned by persons not resident in Canada, and

      • (B) the number of persons not resident in Canada who owned more than five per cent each of the total number of issued shares of that class, and the number of shares of that class owned by each such person, and

    • (ii) in the case of corporations having more than fifty shareholders,

      • (A) the number of shares of that class held by persons having addresses as shown in the relevant records that the corporation is required to keep under the law of the place of its incorporation (in this subparagraph referred to as “addresses of record”) in Canada, by persons having addresses of record elsewhere than in Canada and by persons not having addresses of record, respectively, and

      • (B) the number of persons having addresses of record elsewhere than in Canada or not having addresses of record who, according to the records of the corporation referred to in clause (A), held more than five per cent each of the total number of issued shares of that class, and the number of shares of that class held by each such person;

  • (f) in the case of corporations having fifty shareholders or less, particulars as described in paragraphs (a) and (b) in respect of each body corporate owning ten per cent or more of the issued shares of the corporation or of the issued shares thereof of any class, and the number of shares of each class owned by that body corporate;

  • (g) in the case of corporations having more than fifty shareholders, particulars as described in paragraphs (a) and (b) in respect of each body corporate holding ten per cent or more of the issued shares of the corporation or of the issued shares thereof of any class, and the number of shares of each class held by that body corporate;

  • (h) in the case of corporations having fifty shareholders or less, the name and address in respect of each person other than a body corporate and of each individual who is a member of a related group, where the person owns, or the related group together owns, ten per cent or more of the issued shares of the corporation or of the issued shares thereof of any class, and the number of shares of each class owned by the person or related group;

  • (i) in the case of corporations having more than fifty shareholders, the name and address of each person other than a body corporate holding ten per cent or more of the issued shares of the corporation or of the issued shares thereof of any class, and the number of shares of each class held by that person;

  • (j) particulars as described in paragraphs (a), (b) and (c) in respect of each body corporate that carries on business in Canada or that is incorporated under a law of Canada or a province, where the corporation owns issued shares of the body corporate to which are attached a total of ten per cent or more of the votes that may be cast to elect directors;

  • (k) the total face value of issued and outstanding debentures of the corporation and the total face value and a description of each issue thereof;

  • (l) except in the case of a corporation incorporated by or under an Act or instrument by the terms of which any invitation to the public to subscribe for its shares and debentures was prohibited, the total number of shares of the corporation of each class and the total face value of debentures of the corporation of each issue that have been offered in Canada for public subscription during a period of five years ending on the last day of the reporting period;

  • (m) the name and address of each director of the corporation, and the nationality or citizenship of each individual who is a director of the corporation;

  • (n) the name, address and nationality or citizenship of each officer of the corporation resident in Canada, and the position in the corporation held by each such officer; and

  • (o) the number of shares of each class owned by each director and officer of the corporation and a description of the voting rights attached to those shares.

• Marginal note:Return may be filed by holding corporation

  (2) A holding corporation may file the return required under subsection (1) on behalf of and in respect of any of its subsidiaries and, if a return is filed under this subsection for a reporting period, the subsidiary on behalf of which the return is filed is not required to comply with subsection (1) for that period.