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

Marginal note:Regulations

• 261 (1) The Governor in Council may make regulations

  • (a) providing for anything that by this Act is to be prescribed or provided for by the regulations;

  • (a.1) defining anything that, by this Act, is to be defined by regulation;

  • (a.2) prescribing what constitutes

    • (i) for the purposes of paragraph 2.1(1)(b), direct influence, indirect influence or control in fact, and

    • (ii) for the purposes of paragraph 21.31(3)(c), direct influence or indirect influence;

  • (b) requiring the payment of a fee in respect of the receipt, examination, filing, issuance or copying of any document or other information, 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.01) prescribing the form of the register referred to in subsection 21.1(1) and the manner of preparing and maintaining it;

  • (c.02) respecting steps to be taken by a corporation for the purposes of subsection 21.1(2);

  • (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) respecting the powers that may be granted by a shareholder in a form of proxy;

  • (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.

Marginal note:Payment of fees

261.1 A fee in respect of the receipt or copying of any document or other information shall be paid to the Director when it is received or copied, and a fee in respect of the examination, filing or issuance of any document or other information or in respect of any action that the Director is required or authorized to take shall be paid to the Director before the document or other information is examined, filed or issued or the action is taken.

Marginal note:Definition of statement

• 262 (1) In this section, statement means a statement of intent to dissolve and a statement of revocation of intent to dissolve referred to in section 211.

• Marginal note:Sending of articles and statements

  (2) If this Act requires that articles or a statement relating to a corporation be sent to the Director, on receiving the articles or statement in the form that the Director fixes, any other required documents and the required fees, the Director shall

  • (a) record the date of receipt;

  • (b) issue the appropriate certificate;

  • (c) send the certificate, or a copy, image or photographic, electronic or other reproduction of the certificate, to the corporation or its agent or mandatary; and

  • (d) publish a notice of the issuance of the certificate in a publication generally available to the public.

• Marginal note:Date of certificate

  (3) A certificate referred to in subsection (2) issued by the Director may be dated as of the day the Director receives the articles, statement or court order pursuant to which the certificate is issued or as of any later day specified by the court or person who signed the articles or statement.

• (4) [Repealed, 1994, c. 24, s. 28]

• Marginal note:Date of certificate

  (5) Notwithstanding subsection (3), a certificate of discontinuance may be dated as of the day on which the corporation amalgamates pursuant to another Act or is continued.

Marginal note:Signature

• 262.1 (1) A signature required on a certificate issued by the Director under this Act may be printed or otherwise mechanically reproduced on the certificate or may be in accordance with the regulations made under paragraph 261(1)(c.1).

• (2) [Repealed, 2018, c. 8, s. 41]

• 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.

Marginal note:Publication

262.2 The Director must publish, in a publication generally available to the public, a notice of any decision made by the Director granting an application made under subsection 2(6), 10(2), 21.303(3), 82(3) or 151(1), section 156 or subsection 171(2) or 187(11).

Marginal note:Annual return

263 Every corporation shall send to the Director an annual return in the form and within the period that the Director fixes.

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 or other information 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 or other information required to be sent under this Act or is in default of paying a required fee.

Marginal note:Alteration

264 The Director may alter a notice or document, other than an affidavit or statutory declaration, if authorized by the person who sent the document or by that person’s representative.

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.