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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

PART IXReceivers, Receiver-managers and Sequestrators (continued)

Marginal note:Duties of receiver, receiver-manager or sequestrator

 A receiver, receiver-manager or sequestrator shall

  • (a) immediately notify the Director of their appointment and discharge;

  • (b) take into their custody and control the property of the corporation in accordance with the court order or instrument or act under which they are appointed;

  • (c) open and maintain a bank account in their name as receiver, receiver-manager or sequestrator of the corporation for the moneys of the corporation coming under their control;

  • (d) keep detailed accounts of all transactions carried out as receiver, receiver-manager or sequestrator;

  • (e) keep accounts of their administration that shall be available during usual business hours for inspection by the directors of the corporation;

  • (f) prepare at least once in every six month period after the date of their appointment financial statements of their administration as far as is practicable in the form required by section 155; and

  • (g) on completion of their duties, render a final account of their administration in the form adopted for interim accounts under paragraph (f).

  • R.S., 1985, c. C-44, s. 101
  • 2001, c. 14, s. 135(E)
  • 2011, c. 21, s. 49(E)

PART XDirectors and Officers

Marginal note:Duty to manage or supervise management

  •  (1) Subject to any unanimous shareholder agreement, the directors shall manage, or supervise the management of, the business and affairs of a corporation.

  • Marginal note:Number of directors

    (2) A corporation shall have one or more directors but a distributing corporation, any of the issued securities of which remain outstanding and are held by more than one person, shall have not fewer than three directors, at least two of whom are not officers or employees of the corporation or its affiliates.

  • R.S., 1985, c. C-44, s. 102
  • 2001, c. 14, s. 35

Marginal note:By-laws

  •  (1) Unless the articles, by-laws or a unanimous shareholder agreement otherwise provide, the directors may, by resolution, make, amend or repeal any by-laws that regulate the business or affairs of the corporation.

  • Marginal note:Shareholder approval

    (2) The directors shall submit a by-law, or an amendment or a repeal of a by-law, made under subsection (1) to the shareholders at the next meeting of shareholders, and the shareholders may, by ordinary resolution, confirm, reject or amend the by-law, amendment or repeal.

  • Marginal note:Effective date

    (3) A by-law, or an amendment or a repeal of a by-law, is effective from the date of the resolution of the directors under subsection (1) until it is confirmed, confirmed as amended or rejected by the shareholders under subsection (2) or until it ceases to be effective under subsection (4) and, where the by-law is confirmed or confirmed as amended, it continues in effect in the form in which it was so confirmed.

  • Marginal note:Idem

    (4) If a by-law, an amendment or a repeal is rejected by the shareholders, or if the directors do not submit a by-law, an amendment or a repeal to the shareholders as required under subsection (2), the by-law, amendment or repeal ceases to be effective and no subsequent resolution of the directors to make, amend or repeal a by-law having substantially the same purpose or effect is effective until it is confirmed or confirmed as amended by the shareholders.

  • Marginal note:Shareholder proposal

    (5) A shareholder entitled to vote at an annual meeting of shareholders may, in accordance with section 137, make a proposal to make, amend or repeal a by-law.

  • R.S., 1985, c. C-44, s. 103
  • 2001, c. 14, s. 36(F)

Marginal note:Organization meeting

  •  (1) After issue of the certificate of incorporation, a meeting of the directors of the corporation shall be held at which the directors may

    • (a) make by-laws;

    • (b) adopt forms of security certificates and corporate records;

    • (c) authorize the issue of securities;

    • (d) appoint officers;

    • (e) appoint an auditor to hold office until the first annual meeting of shareholders;

    • (f) make banking arrangements; and

    • (g) transact any other business.

  • Marginal note:Exception

    (2) Subsection (1) does not apply to a body corporate to which a certificate of amalgamation has been issued under subsection 185(4) or to which a certificate of continuance has been issued under subsection 187(4).

  • Marginal note:Calling meeting

    (3) An incorporator or a director may call the meeting of directors referred to in subsection (1) by giving not less than five days notice thereof by mail to each director, stating the time and place of the meeting.

  • 1974-75-76, c. 33, s. 99
  • 1978-79, c. 9, ss. 1(F), 28

Marginal note:Qualifications of directors

  •  (1) The following persons are disqualified from being a director of a corporation:

    • (a) anyone who is less than eighteen years of age;

    • (b) anyone who is incapable;

    • (c) a person who is not an individual; or

    • (d) a person who has the status of bankrupt.

  • Marginal note:Further qualifications

    (2) Unless the articles otherwise provide, a director of a corporation is not required to hold shares issued by the corporation.

  • Marginal note:Residency

    (3) Subject to subsection (3.1), at least twenty-five per cent of the directors of a corporation must be resident Canadians. However, if a corporation has less than four directors, at least one director must be a resident Canadian.

  • Marginal note:Exception — Canadian ownership or control

    (3.1) If a corporation engages in an activity in Canada in a prescribed business sector or if a corporation, by an Act of Parliament or by a regulation made under an Act of Parliament, is required, either individually or in order to engage in an activity in Canada in a particular business sector, to attain or maintain a specified level of Canadian ownership or control, or to restrict, or to comply with a restriction in relation to, the number of voting shares that any one shareholder may hold, own or control, then a majority of the directors of the corporation must be resident Canadians.

  • Marginal note:Clarification

    (3.2) Nothing in subsection (3.1) shall be construed as reducing any requirement for a specified number or percentage of resident Canadian directors that otherwise applies to a corporation referred to in that subsection.

  • Marginal note:If only one or two directors

    (3.3) If a corporation referred to in subsection (3.1) has only one or two directors, that director or one of the two directors, as the case may be, must be a resident Canadian.

  • Marginal note:Exception for holding corporation

    (4) Despite subsection (3.1), not more than one third of the directors of a holding corporation referred to in that subsection need be resident Canadians if the holding corporation earns in Canada directly or through its subsidiaries less than five per cent of the gross revenues of the holding corporation and all of its subsidiary bodies corporate together as shown in

    • (a) the most recent consolidated financial statements of the holding corporation referred to in section 157; or

    • (b) the most recent financial statements of the holding corporation and its subsidiary bodies corporate as at the end of the last completed financial year of the holding corporation.

  • R.S., 1985, c. C-44, s. 105
  • 2001, c. 14, s. 37
  • 2018, c. 8, s. 12

Marginal note:Notice of directors

  •  (1) At the time of sending articles of incorporation, the incorporators shall send to the Director a notice of directors in the form that the Director fixes, and the Director shall file the notice.

  • Marginal note:Term of office

    (2) Each director named in the notice referred to in subsection (1) holds office from the issue of the certificate of incorporation until the first meeting of shareholders.

  • Marginal note:Election of directors

    (3) Subject to 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 expiring not later than the close of the third annual meeting of shareholders following the election.

  • Marginal note:Staggered terms

    (4) It is not necessary that all directors elected at a meeting of shareholders hold office for the same term.

  • Marginal note:No stated terms

    (5) A director not elected for an expressly stated term ceases to hold office at the close of the first annual meeting of shareholders following the director’s election.

  • Marginal note:Incumbent directors

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

  • Marginal note:Vacancy among candidates

    (7) If a meeting of shareholders fails to elect the number or the minimum number of directors required by the articles by reason of the lack of consent, disqualification, incapacity or death of any candidates, the directors elected at that meeting may exercise all the powers of the directors if the number of directors so elected constitutes a quorum.

  • Marginal note:Appointment of directors

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

  • Marginal note:Election or appointment as director

    (9) An individual who is elected or appointed to hold office as a director is not a director and is deemed not to have been elected or appointed to hold office as a director unless

    • (a) he or she was present at the meeting when the election or appointment took place and he or she did not refuse to hold office as a director; or

    • (b) he or she was not present at the meeting when the election or appointment took place and

      • (i) he or she consented to hold office as a director in writing before the election or appointment or within ten days after it, or

      • (ii) he or she has acted as a director pursuant to the election or appointment.

  • R.S., 1985, c. C-44, s. 106
  • 1994, c. 24, s. 11
  • 2001, c. 14, ss. 38, 135(E)
 
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