Canada Business Corporations Act (R.S.C., 1985, c. C-44)

Marginal note:Creation and provision of information

252.4 A requirement under this Act or the regulations that a notice, document or other information be created or provided, is satisfied by the creation or provision of an electronic document if

• (a) the by-laws or the articles of the corporation do not provide otherwise; and

• (b) the regulations, if any, have been complied with.

Marginal note:Creation of information in writing

• 252.5 (1) A requirement under this Act or the regulations that a notice, document or other information be created in writing is satisfied by the creation of an electronic document if, in addition to the conditions in section 252.4,

  • (a) the information in the electronic document is accessible so as to be usable for subsequent reference; and

  • (b) the regulations pertaining to this subsection, if any, have been complied with.

• Marginal note:Provision of information in writing

  (2) A requirement under this Act or the regulations that a notice, document or other information be provided in writing is satisfied by the provision of an electronic document if, in addition to the conditions set out in section 252.4,

  • (a) the information in the electronic document is accessible by the addressee and capable of being retained by the addressee, so as to be usable for subsequent reference; and

  • (b) the regulations pertaining to this subsection, if any, have been complied with.

• Marginal note:Copies

  (3) A requirement under this Act or the regulations for one or more copies of a document to be provided to a single addressee at the same time is satisfied by the provision of a single version of the electronic document.

• Marginal note:Registered mail

  (4) A requirement under this Act or the regulations to provide a document by registered mail is not satisfied by the sending of an electronic document unless prescribed.

Marginal note:Statutory declarations and affidavits

• 252.6 (1) A statutory declaration or an affidavit required under this Act or the regulations may be created or provided in an electronic document if

  • (a) the person who makes the statutory declaration or affidavit signs it with his or her secure electronic signature;

  • (b) the authorized person before whom the statutory declaration or affidavit is made signs it with his or her secure electronic signature; and

  • (c) the requirements of sections 252.3 to 252.5 are complied with.

• Marginal note:Definitions

  (2) For the purposes of this section, electronic document and secure electronic signature have the same meaning as in subsection 31(1) of the Personal Information Protection and Electronic Documents Act.

• Marginal note:Clarification

  (3) For the purpose of complying with paragraph (1)(c), the references to an electronic document in sections 252.3 to 252.5 are to be read as references to an “electronic document” as defined in subsection 31(1) of the Personal Information Protection and Electronic Documents Act.

Marginal note:Signatures

252.7 A requirement under this Act or the regulations for a signature or for a document to be executed, except with respect to a statutory declaration or an affidavit, is satisfied if, in relation to an electronic document, the prescribed requirements pertaining to this section, if any, are met and if the signature results from the application by a person of a technology or a process that permits the following to be proven:

• (a) the signature resulting from the use by a person of the technology or process is unique to the person;

• (b) the technology or process is used by a person to incorporate, attach or associate the person’s signature to the electronic document; and

• (c) the technology or process can be used to identify the person using the technology or process.

PART XXIGeneral

Marginal note:Notice to directors and shareholders

• 253 (1) A notice or document required by this Act, the regulations, the articles or the by-laws to be sent to a shareholder or director of a corporation may be sent by prepaid mail addressed to, or may be delivered personally to,

  • (a) the shareholder at the shareholder’s latest address as shown in the records of the corporation or its transfer agent; and

  • (b) the director at the director’s latest address as shown in the records of the corporation or in the last notice filed under section 106 or 113.

• Marginal note:Effect of notice

  (2) A director named in a notice sent by a corporation to the Director under section 106 or 113 and filed by the Director is presumed for the purposes of this Act to be a director of the corporation referred to in the notice.

• Marginal note:Deemed receipt

  (3) A notice or document sent in accordance with subsection (1) to a shareholder or director of a corporation is deemed to be received at the time it would be delivered in the ordinary course of mail unless there are reasonable grounds for believing that the shareholder or director did not receive the notice or document at that time or at all.

• Marginal note:Undelivered notices

  (4) If a corporation sends a notice or document to a shareholder in accordance with subsection (1) and the notice or document is returned on two consecutive occasions because the shareholder cannot be found, the corporation is not required to send any further notices or documents to the shareholder until the shareholder informs the corporation in writing of the shareholder’s new address.

Marginal note:Notice to and service on a corporation

254 A notice or document required to be sent to or served on a corporation may be sent by registered mail to the registered office of the corporation shown in the last notice filed under section 19 and, if so sent, is deemed to be received or served at the time it would be delivered in the ordinary course of mail unless there are reasonable grounds for believing that the corporation did not receive the notice or document at that time or at all.

Marginal note:Waiver of notice

255 Where a notice or document is required by this Act or the regulations to be sent, the sending of the notice or document may be waived or the time for the notice or document may be waived or abridged at any time with the consent in writing of the person entitled thereto.

Marginal note:Certificate of Director

• 256 (1) Where this Act requires or authorizes the Director to issue a certificate or to certify any fact, the certificate shall be signed by the Director or by a Deputy Director authorized under section 260.

• Marginal note:Evidence

  (2) Except in a proceeding under section 213 to dissolve a corporation, a certificate referred to in subsection (1) or a certified copy thereof, when introduced as evidence in any civil, criminal or administrative action or proceeding, is conclusive proof of the facts so certified without proof of the signature or official character of the person appearing to have signed the certificate.

Marginal note:Certificate of corporation

• 257 (1) A certificate issued on behalf of a corporation stating any fact that is set out in the articles, the by-laws, a unanimous shareholder agreement, the minutes of the meetings of the directors, a committee of directors or the shareholders, or in a trust indenture or other contract to which the corporation is a party, may be signed by a director, an officer or a transfer agent of the corporation.

• Marginal note:Proof

  (2) When introduced as evidence in any civil, criminal or administrative action or proceeding,

  • (a) a fact stated in a certificate referred to in subsection (1),

  • (b) a certified extract from a securities register of a corporation, or

  • (c) a certified copy of minutes or extract from minutes of a meeting of shareholders, directors or a committee of directors of a corporation,

  is, in the absence of evidence to the contrary, proof of the facts so certified without proof of the signature or official character of the person appearing to have signed the certificate.

• Marginal note:Security certificate

  (3) An entry in a securities register of, or a security certificate issued by, a corporation is, in the absence of evidence to the contrary, proof that the person in whose name the security is registered is owner of the securities described in the register or in the certificate.

Marginal note:Copies

258 Where a notice or document is required to be sent to the Director under this Act, the Director may accept a photostatic or photographic copy thereof.

Marginal note:Content and form of documents

258.1 The Director may establish the requirements for the content and fix the form, including electronic or other forms, of notices, documents or other information sent to or issued by the Director under this Act and, in so doing, the Director may specify, among other things,

• (a) the notices, documents or other information that may be transmitted in electronic or other form;

• (b) the persons or classes of persons who may sign or transmit the notices, documents or other information;

• (c) the manner of signing, whether electronic or otherwise, or the actions that are to have the same effect as their signature; and

• (d) the time and circumstances when electronic notices, documents or other information are to be considered to be sent or received, and the place where they are considered to have been sent or received.

• (e) [Repealed, 2018, c. 8, s. 36]

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:Proof required by Director

• 259 (1) The Director may require that a document or a fact stated in a document or in any information required by this Act or the regulations to be sent to the Director shall be verified in accordance with subsection (2).

• Marginal note:Form of proof

  (2) A document or fact required by this Act or by the Director to be verified may be verified by affidavit or by statutory declaration under the Canada Evidence Act before any commissioner for oaths or for taking affidavits.

Marginal note:Appointment of Director

260 The Minister may appoint a Director and one or more Deputy Directors to carry out the duties and exercise the powers of the Director under this Act.