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

Act current to 2020-05-17 and last amended on 2020-01-01. Previous Versions

PART XXIGeneral (continued)

Marginal note:Payment of fees

 A fee in respect of the receipt or copying of any document 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 in respect of any action that the Director is required or authorized to take shall be paid to the Director before the document is examined, filed or issued or the action is taken.

  • 2001, c. 14, s. 126
  • 2018, c. 8, s. 39

Marginal note:Definition of statement

  •  (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  • (4) [Repealed, 1994, c. 24, s. 28]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.

  • R.S., 1985, c. C-44, s. 262
  • 1994, c. 24, s. 28
  • 2001, c. 14, ss. 127, 135(E)
  • 2011, c. 21, s. 71(E)
  • 2018, c. 8, s. 40

Marginal note:Signature

  •  (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.

  • 1994, c. 24, s. 29
  • 2001, c. 14, s. 128
  • 2018, c. 8, s. 41

Marginal note:Publication

 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), 82(3) or 151(1), section 156 or subsection 171(2) or 187(11).

  • 2018, c. 8, s. 42

Marginal note:Annual return

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

  • R.S., 1985, c. C-44, s. 263
  • 2001, c. 14, s. 129
  • 2018, c. 8, s. 42

Marginal note:Certificate

  •  (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.

  • 2001, c. 14, s. 129

Marginal note:Alteration

 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.

  • R.S., 1985, c. C-44, s. 264
  • 2001, c. 14, s. 135(E)

Marginal note:Corrections at request of Director

  •  (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.

  • R.S., 1985, c. C-44, s. 265
  • 2001, c. 14, s. 130
  • 2018, c. 8, s. 43(F)

Marginal note:Cancellation of articles by Director

  •  (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.

  • 2001, c. 14, s. 130
 
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