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

Act current to 2019-08-28 and last amended on 2019-06-21. Previous Versions

PART IIIncorporation (continued)

Marginal note:Effect of certificate

 A corporation comes into existence on the date shown in the certificate of incorporation.

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

Marginal note:Name of corporation

  •  (1) The word or expression “Limited”, “Limitée”, “Incorporated”, “Incorporée”, “Corporation” or “Société par actions de régime fédéral” or the corresponding abbreviation “Ltd.”, “Ltée”, “Inc.”, “Corp.” or “S.A.R.F.” shall be part, other than only in a figurative or descriptive sense, of the name of every corporation, but a corporation may use and be legally designated by either the full or the corresponding abbreviated form.

  • Marginal note:Saving for “S.C.C.”

    (1.1) Subsection (1) does not apply to a corporation that has a corporate name that, immediately before the day on which this subsection comes into force, included, other than only in a figurative or descriptive sense, the expression “Société commerciale canadienne” or the abbreviation “S.C.C.”, and any such corporation may use and be legally designated by either that expression or that abbreviation.

  • Marginal note:Exemption

    (2) The Director may exempt a body corporate continued as a corporation under this Act from the provisions of subsection (1).

  • Marginal note:Alternate name

    (3) Subject to subsection 12(1), the name of a corporation may be set out in its articles in an English form, a French form, an English form and a French form, or a combined English and French form, so long as the combined form meets the prescribed criteria. The corporation may use and may be legally designated by any such form.

  • Marginal note:Alternative name outside Canada

    (4) Subject to subsection 12(1), a corporation may, for use outside Canada, set out its name in its articles in any language form and it may use and may be legally designated by any such form outside Canada.

  • Marginal note:Publication of name

    (5) A corporation shall set out its name in legible characters in all contracts, invoices, negotiable instruments and orders for goods or services issued or made by or on behalf of the corporation.

  • Marginal note:Other name

    (6) Subject to subsections (5) and 12(1), a corporation may carry on business under or identify itself by a name other than its corporate name if that other name does not contain, other than in a figurative or descriptive sense, either the word or expression “Limited”, “Limitée”, “Incorporated”, “Incorporée”, “Corporation” or “Société par actions de régime fédéral” or the corresponding abbreviation.

  • R.S., 1985, c. C-44, s. 10
  • 1992, c. 1, s. 53
  • 1994, c. 24, s. 5
  • 2001, c. 14, s. 5

Marginal note:Reserving name

  •  (1) The Director may, on request, reserve for ninety days a name for an intended corporation or for a corporation about to change its name.

  • Marginal note:Designating number

    (2) If requested to do so by the incorporators or a corporation, the Director shall assign to the corporation as its name a designating number followed by the word “Canada” and a word or expression, or the corresponding abbreviation, referred to in subsection 10(1).

  • R.S., 1985, c. C-44, s. 11
  • 1994, c. 24, s. 6

Marginal note:Prohibited names

  •  (1) A corporation shall not be incorporated or continued as a corporation under this Act with, have, carry on business under or identify itself by a name

    • (a) that is, as prescribed, prohibited or deceptively misdescriptive; or

    • (b) that is reserved for another corporation or intended corporation under section 11.

  • Marginal note:Directing change of name

    (2) If, through inadvertence or otherwise, a corporation

    • (a) comes into existence or is continued with a name, or

    • (b) on an application to change its name, is granted a name

    that contravenes this section, the Director may direct the corporation to change its name in accordance with section 173.

  • (3) [Repealed, 1994, c. 24, s. 7]

  • Marginal note:Idem

    (4) If a corporation has a designating number as its name, the Director may direct the corporation to change its name to a name other than a designating number in accordance with section 173.

  • Marginal note:Undertaking to change name

    (4.1) Where a corporation acquires a name as a result of a person undertaking to dissolve or to change names, and the undertaking is not honoured, the Director may direct the corporation to change its name in accordance with section 173, unless the undertaking is honoured within the period specified in subsection (5).

  • Marginal note:Revoking name

    (5) Where a corporation has been directed under subsection (2), (4) or (4.1) to change its name and has not within sixty days after the service of the directive to that effect changed its name to a name that complies with this Act, 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 thereafter the name so assigned.

  • R.S., 1985, c. C-44, s. 12
  • 1994, c. 24, s. 7

Marginal note:Certificate of amendment

  •  (1) When a corporation has had its name revoked and a name assigned to it under subsection 12(5), the Director shall issue a certificate of amendment showing the new name of the corporation and shall give notice of the change of name as soon as practicable in a publication generally available to the public.

  • Marginal note:Effect of certificate

    (2) The articles of the corporation are amended accordingly on the date shown in the certificate of amendment.

  • R.S., 1985, c. C-44, s. 13
  • 2001, c. 14, s. 6
  • 2018, c. 8, s. 5(F)

Marginal note:Personal liability

  •  (1) Subject to this section, a person who enters into, or purports to enter into, a written contract in the name of or on behalf of a corporation before it comes into existence is personally bound by the contract and is entitled to its benefits.

  • Marginal note:Pre-incorporation and pre-amalgamation contracts

    (2) A corporation may, within a reasonable time after it comes into existence, by any action or conduct signifying its intention to be bound thereby, adopt a written contract made before it came into existence in its name or on its behalf, and on such adoption

    • (a) the corporation is bound by the contract and is entitled to the benefits thereof as if the corporation had been in existence at the date of the contract and had been a party thereto; and

    • (b) a person who purported to act in the name of or on behalf of the corporation ceases, except as provided in subsection (3), to be bound by or entitled to the benefits of the contract.

  • Marginal note:Application to court

    (3) Subject to subsection (4), whether or not a written contract made before the coming into existence of a corporation is adopted by the corporation, a party to the contract may apply to a court for an order respecting the nature and extent of the obligations and liability under the contract of the corporation and the person who entered into, or purported to enter into, the contract in the name of or on behalf of the corporation. On the application, the court may make any order it thinks fit.

  • Marginal note:Exemption from personal liability

    (4) If expressly so provided in the written contract, a person who purported to act in the name of or on behalf of the corporation before it came into existence is not in any event bound by the contract or entitled to the benefits thereof.

  • R.S., 1985, c. C-44, s. 14
  • 2001, c. 14, s. 7

PART IIICapacity and Powers

Marginal note:Capacity of a corporation

  •  (1) A corporation has the capacity and, subject to this Act, the rights, powers and privileges of a natural person.

  • Marginal note:Idem

    (2) A corporation may carry on business throughout Canada.

  • Marginal note:Extra-territorial capacity

    (3) A corporation has the capacity to carry on its business, conduct its affairs and exercise its powers in any jurisdiction outside Canada to the extent that the laws of such jurisdiction permit.

  • R.S., 1985, c. C-44, s. 15
  • 2011, c. 21, s. 14(F)

Marginal note:Powers of a corporation

  •  (1) It is not necessary for a by-law to be passed in order to confer any particular power on the corporation or its directors.

  • Marginal note:Restricted business or powers

    (2) A corporation shall not carry on any business or exercise any power that it is restricted by its articles from carrying on or exercising, nor shall the corporation exercise any of its powers in a manner contrary to its articles.

  • Marginal note:Rights preserved

    (3) No act of a corporation, including any transfer of property to or by a corporation, is invalid by reason only that the act or transfer is contrary to its articles or this Act.

  • 1974-75-76, c. 33, s. 16
  • 1978-79, c. 9, s. 1(F)
 
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