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

Act current to 2019-06-20 and last amended on 2019-06-13. Previous Versions

AMENDMENTS NOT IN FORCE

  • — 2018, c. 8, s. 3

    • 3 Subsection 11(1) of the Act is replaced by the following:

      • Reserving name
        • 11 (1) The Director may, on request, reserve for a prescribed period a name for an intended corporation or for a corporation that intends to change its name.

  • — 2018, c. 8, s. 4

    • 1994, c. 24, s. 7(1)
      • 4 (1) Subsections 12(1) and (2) of the Act are replaced by the following:

        • Prohibited names
          • 12 (1) A corporation shall not be incorporated or continued as a corporation under this Act with, change its name to, or have, carry on business under or identify itself by a name that is prohibited by the regulations or that does not meet the prescribed requirements.

          • Directing change of name

            (2) The Director may direct a corporation to change its name in accordance with section 173 if, through inadvertence or otherwise, the corporation acquires a name that is prohibited by the regulations or that does not meet the prescribed requirements.

      • 1994, c. 24, s. 7(3)

        (2) Subsection 12(5) of the Act is replaced by the following:

        • Revoking name

          (5) If a corporation has not followed a directive under subsection (2), (4) or (4.1) within the prescribed period, the Director may revoke the name of the corporation and assign a name to it and, until changed in accordance with section 173, the name of the corporation is the name assigned by the Director.

  • — 2018, c. 8, s. 13

      • 13 (1) Subsection 106(3) of the Act is replaced by the following:

        • Election of directors

          (3) Subject to subsection (3.1) and paragraph 107(b), shareholders of a corporation shall, by ordinary resolution at the first meeting of shareholders and at each succeeding annual meeting at which an election of directors is required, elect directors to hold office for a term ending not later than the close of the third annual meeting of shareholders following the election.

        • Election of directors — distributing corporations

          (3.1) Subject to paragraph 107(b), shareholders of a distributing corporation shall, by ordinary resolution at the first meeting of shareholders and at each succeeding annual meeting at which an election of directors is required, elect directors to hold office for a term ending not later than the close of the next annual meeting of shareholders following the election.

        • Exceptions — certain distributing corporations

          (3.2) Despite subsection (3.1), in the case of any prescribed class of distributing corporations or in any prescribed circumstances respecting distributing corporations or classes of distributing corporations, the directors are to be elected in accordance with subsection (3).

        • Separate vote for each candidate

          (3.3) If the election of directors is for a prescribed corporation, a separate vote of shareholders shall be taken with respect to each candidate nominated for director.

        • Majority voting

          (3.4) If, at a meeting of shareholders of a distributing corporation — other than in the case of a prescribed class of distributing corporations — at which an election of directors is required, there is only one candidate nominated for each position available on the board, each candidate is elected only if the number of votes cast in their favour represents a majority of the votes cast for and against them by the shareholders who are present in person or represented by proxy, unless the articles require a greater number of votes.

      • 2001, c. 14, s. 38(2)

        (2) Subsections 106(6) to (8) of the Act are replaced by the following:

        • Incumbent directors

          (6) Despite subsections (2), (3) to (3.2) and (5) and subject to subsection (6.1), if directors are not elected at a meeting of shareholders, the incumbent directors continue in office until their successors are elected.

        • Incumbent director not elected

          (6.1) If an incumbent director who was a candidate in an election held in accordance with subsection (3.4) was not elected during the election, the director may continue in office until the earlier of

          • (a) the 90th day after the day of the election; and

          • (b) the day on which their successor is appointed or elected.

        • Vacancy

          (7) If, for either of the following reasons, a meeting of shareholders fails to elect the number or the minimum number of directors required by the articles, the directors elected at that meeting may exercise all the powers of the directors if the number of directors so elected constitutes a quorum:

          • (a) a lack of consent, disqualification under subsection 105(1) or the death of any candidates; or

          • (b) a lack of a majority referred to in subsection (3.4).

        • Appointment of directors

          (8) The directors may, unless the articles otherwise provide, appoint one or more additional directors, who shall hold office for a term ending not later than the close of the next annual meeting of shareholders, but the total number of directors so appointed shall not exceed one third of the number of directors elected at the previous annual meeting of shareholders.

        • Exception

          (8.1) If an individual who was a candidate in an election held in accordance with subsection (3.4) was not elected during that election, the individual is not to be appointed, except in prescribed circumstances, as a director under subsection (8) or 111(1) before the next meeting of shareholders at which an election of directors is required.

  • — 2018, c. 8, s. 15

    • 2001, c. 14, s. 59(3)

      15 Paragraph 137(5)(a) of the Act is replaced by the following:

      • (a) the proposal is not submitted to the corporation within the prescribed period;

  • — 2018, c. 8, s. 17

    • 1992, c. 1, s. 54

      17 Subsections 150(1) to (2) of the Act are replaced by the following:

      • Soliciting proxies
        • 150 (1) A person shall not solicit proxies unless a proxy circular, in the prescribed form, is made available in the prescribed manner to the auditor of the corporation, to each shareholder whose proxy is solicited, to each director and, in the case set out in paragraph (b), to the corporation as follows:

          • (a) in the case of solicitation by or on behalf of the management of a corporation, a management proxy circular, either as an appendix to or as a separate document accompanying the notice of the meeting; or

          • (b) in the case of any other solicitation, a dissident’s proxy circular stating the purposes of the solicitation.

        • Exception — solicitation to 15 or fewer shareholders

          (1.1) Despite subsection (1), a person may solicit proxies, other than by or on behalf of the management of the corporation, without making available a dissident’s proxy circular, if the total number of shareholders whose proxies are solicited is 15 or fewer, two or more joint holders being counted as one shareholder.

        • Exception — solicitation by public broadcast

          (1.2) Despite subsection (1), a person may solicit proxies, other than by or on behalf of the management of the corporation, without making available a dissident’s proxy circular if the solicitation is, in the prescribed circumstances, conveyed by public broadcast, speech or publication.

        • Copy to Director

          (2) A person required to make a management proxy circular or dissident’s proxy circular available shall send concurrently a copy of it to the Director together with a statement in prescribed form, the form of proxy, any other documents for use in connection with the meeting and, in the case of a management proxy circular, a copy of the notice of meeting.

  • — 2018, c. 8, s. 19

    • 2001, c. 14, s. 72

      19 Subsection 153(1) of the Act is replaced by the following:

      • Duty of intermediary
        • 153 (1) Shares of a corporation that are registered in the name of an intermediary or their nominee and not beneficially owned by the intermediary must not be voted unless the intermediary, without delay after receipt of the prescribed documents, sends a copy of those documents to the beneficial owner and, except when the intermediary has received written voting instructions from the beneficial owner, a written request for such instructions.

  • — 2018, c. 8, s. 22

    • 2001, c. 14, s. 135 (Sch., s. 51)(E)

      22 Subsection 159(1) of the Act is replaced by the following:

      • Copies to shareholders
        • 159 (1) A corporation shall send, within a prescribed period, a copy of the prescribed documents relating to financial disclosure to the prescribed shareholders and other prescribed persons.

  • — 2018, c. 8, s. 24

    • 24 The Act is amended by adding the following after section 172:

      PART XIV.1Disclosure Relating to Diversity

      • Diversity in corporations
        • 172.1 (1) The directors of a prescribed corporation shall place before the shareholders, at every annual meeting, the prescribed information respecting diversity among the directors and among the members of senior management as defined by regulation.

        • Information to shareholders and Director

          (2) The corporation shall provide the information referred to in subsection (1) to each shareholder, except to a shareholder who has informed the corporation in writing that they do not want to receive that information, by sending the information along with the notice referred to in subsection 135(1) or by making the information available along with a proxy circular referred to in subsection 150(1).

        • Information to Director

          (3) The corporation shall concurrently send the information referred to in subsection (1) to the Director.

  • — 2018, c. 8, s. 32

    • 32 Subsection 225(1) of the Act is replaced by the following:

      • Custody of documents
        • 225 (1) A person who has been granted custody of the documents and records of a dissolved corporation remains liable to produce those documents and records until the end of the prescribed period or of any shorter period fixed by an order made under subsection 223(5).

  • — 2018, c. 8, s. 37

    • 37 The Act is amended by adding the following after section 258.2:

      • Exemption

        258.3 The Director may, in the prescribed circumstances and on any conditions that the Director considers appropriate, exempt any corporation or any other person from a requirement set out in subsection 135(1), section 149 or subsection 150(1), 153(1) or 159(1) to send any notices or other documents, or classes of notices or other documents.

  • — 2018, c. 8, s. 44

    • 2001, c. 14, s. 130

      44 Section 266 of the Act is replaced by the following:

      • Inspection
        • 266 (1) A person who has paid the required fee is entitled during usual business hours to examine and make copies of or take extracts from a document, except a report sent to the Director under subsection 230(2), that is required to be sent to the Director under this Act or that was required to be sent to a person performing a similar function under prior legislation.

        • Copies or extracts

          (2) The Director shall, on request, provide any person with a copy, extract, certified copy or certified extract of a document that may be examined under subsection (1).

  • — 2018, c. 8, s. 45

    • 1994, c. 24, s. 30
      • 45 (1) Subsection 267(1) of the Act is replaced by the following:

        • Director’s obligation to keep documents
          • 267 (1) Documents that are received and accepted by the Director under this Act or that were received and accepted by a person performing a similar function under prior legislation shall be kept by the Director, in any form.

      • 1994, c. 24, s. 30

        (2) The portion of subsection 267(2) of the Act before paragraph (a) is replaced by the following:

        • Obligation to furnish

          (2) If documents are kept by the Director otherwise than in written form,

      • 1994, c. 24, s. 30

        (3) Paragraph 267(2)(b) of the Act is replaced by the following:

        • (b) a report reproduced from those documents, if it is certified by the Director, is admissible in evidence to the same extent as the original documents would have been.

      • 2001, c. 14, s. 131

        (4) Subsection 267(3) of the Act is replaced by the following:

        • Time period for keeping and producing documents

          (3) The Director is not required to keep or produce any document or class of documents — other than a certificate and any attached articles or statement received under section 262 and other prescribed documents or prescribed class of documents — after the end of the period prescribed for the keeping or production of the document or class of documents.

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