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

Act current to 2024-05-14 and last amended on 2024-01-22. Previous Versions

PART IVRegistered Office and Records (continued)

Marginal note:Inability to identify individuals

 A corporation to which section 21.1 applies shall take prescribed steps if it is unable to identify any individuals with significant control over the corporation.

Marginal note:Sending of information to Director

  •  (1) A corporation to which section 21.1 applies shall send to the Director

    • (a) on an annual basis, the information determined by the Director from among that in its register of individuals with significant control over the corporation, in the form and within the period that the Director fixes; and

    • (b) the information determined by the Director from among that recorded under subsection 21.1(3), within 15 days after the day on which it is recorded and in the form that the Director fixes.

  • Marginal note:Sending of information — certificates issued

    (2) On or after the date shown on a certificate referred to in section 8 or subsection 185(4) or 187(4), a corporation to which section 21.1 applies shall send to the Director the information determined by the Director from among that referred to in paragraphs 21.1(1)(a) to (f), in the form and within the period that the Director fixes.

  • Marginal note:Period for keeping and producing information

    (3) The Director is not required to keep or produce any information received under subsection (1) or (2) after the end of the six-year period following the day on which it is received.

  • Marginal note:Offence

    (4) A corporation that, without reasonable cause, contravenes subsection (1) or (2) is guilty of an offence and liable on summary conviction to a fine not exceeding $100,000.

Marginal note:Disclosure to Director

  •  (1) A corporation to which section 21.1 applies shall disclose to the Director, on request, any information in its register of individuals with significant control.

  • (2) [Repealed, 2023, c. 29, s. 3]

  • (3) [Repealed, 2023, c. 29, s. 3]

  • (4) [Repealed, 2023, c. 29, s. 3]

  • (5) [Repealed, 2023, c. 29, s. 3]

  • (6) [Repealed, 2023, c. 29, s. 3]

Marginal note:Provision of information by Director

 The Director may provide all or part of the information received under section 21.21 to an investigative body referred to in subsection 21.31(2), the Financial Transactions and Reports Analysis Centre of Canada or any prescribed entity.

Marginal note:Provision of information by Director

 The Director may provide all or part of the information received under section 21.21 to a provincial corporate registry or a provincial government department or agency that is responsible for corporate law in that province.

Marginal note:Information available to public

  •  (1) The Director shall make available to the public the following information sent to the Director under section 21.21 for each individual with significant control:

    • (a) their name;

    • (b) their address for service, if it has been provided to the corporation;

    • (c) their residential address, if their address for service has not been provided to the corporation;

    • (d) the information referred to in paragraphs 21.1(1)(c) and (d); and

    • (e) any other prescribed information.

  • Marginal note:Exception

    (2) Subsection (1) does not apply in respect of an individual who is less than 18 years of age or an individual to whom prescribed circumstances apply.

  • Marginal note:Exemption on application

    (3) If an individual with significant control or the corporation over which they have significant control applies to the Director to have any information referred to in subsection (1) in relation to the individual not made available to the public, the Director may choose to not make it available to the public, subject to any terms that the Director thinks fit,

    • (a) if the Director reasonably believes that making it available presents or would present a serious threat to the safety of the individual; or

    • (b) if the Director is satisfied that

      • (i) the individual is incapable,

      • (ii) the information is to be kept confidential under subsection 27(8) of the Conflict of Interest Act or a similar provision of an Act of the legislature of a province, or

      • (iii) prescribed circumstances apply to the individual.

Marginal note:Disclosure to investigative bodies

  •  (1) On request by an investigative body referred to in subsection (2), a corporation to which section 21.1 applies shall, as soon as feasible after the request is served on the corporation or deemed to be received by it, and in the manner specified by the investigative body,

    • (a) provide the investigative body with a copy of the corporation’s register of individuals with significant control; or

    • (b) disclose to the investigative body any information specified by the investigative body that is in the corporation’s register of individuals with significant control.

  • Marginal note:Investigative bodies

    (2) The investigative bodies for the purpose of this section are

    • (a) any police force;

    • (b) the Canada Revenue Agency and any provincial body that has responsibilities similar to those of the Canada Revenue Agency; and

    • (c) any prescribed body that has investigative powers in relation to offences referred to in the schedule.

  • Marginal note:Requirement

    (3) An investigative body may make a request only if it has reasonable grounds to suspect that the copy of the register or the specified information would be relevant to investigating an offence referred to in the schedule and it also has reasonable grounds to suspect that

    • (a) the corporation that is the subject of the request committed the offence or was used to

      • (i) commit the offence,

      • (ii) facilitate the commission of the offence, or

      • (iii) protect from detection or punishment a person who has committed the offence;

    • (b) an individual with significant control over the corporation that is the subject of the request is also an individual with significant control over a corporation that committed the offence or was used to do anything referred to in any of subparagraphs (a)(i) to (iii); or

    • (c) an individual with significant control over the corporation that is the subject of the request is also an individual who, directly or indirectly, influences the affairs of an entity, other than a corporation, that committed the offence or was used to do anything referred to in any of subparagraphs (a)(i) to (iii).

  • Marginal note:Service or sending of request

    (4) The request must be served on the corporation by leaving the request at the corporation’s registered office as shown in the last notice filed under section 19 or sent to the corporation by registered mail to that registered office and, if so sent, is deemed to be received at the time it would be delivered in the ordinary course of mail, unless there are reasonable grounds for believing that the corporation did not receive the request at that time or at all.

  • Marginal note:Offence

    (5) A corporation that, without reasonable cause, contravenes subsection (1) is guilty of an offence and liable on summary conviction to a fine of not more than $5,000.

  • Marginal note:Amendment to schedule

    (6) The Governor in Council may, by order, amend the schedule by adding or deleting a reference to an offence.

Marginal note:Record

  •  (1) Every investigative body that makes a request under subsection 21.31(1) shall keep a record setting out the following:

    • (a) the name of the corporation that was the subject of the request;

    • (b) the reasonable grounds on which the request was based;

    • (c) information respecting what was requested;

    • (d) the date the request was served or deemed to have been received;

    • (e) information respecting the service or the sending of the request;

    • (f) all information received from the corporation in response to the request; and

    • (g) any prescribed information.

  • Marginal note:Report

    (2) Every investigative body that makes a request under subsection 21.31(1) shall, within 90 days after the end the calendar year in which the request was made, provide the Director with a report setting out the total number of requests made by it in that year and, in the case of the Royal Canadian Mounted Police and the Canada Revenue Agency, the number of requests made in each province.

  • Marginal note:Non-application

    (3) Section 251 does not apply in respect of a contravention of subsection (1) or (2).

Marginal note:Offence

  •  (1) Every director or officer of a corporation who knowingly authorizes, permits or acquiesces in the contravention of subsection 21.1(1), 21.21(1) or (2), 21.3(1) or 21.31(1) by that corporation commits an offence, whether or not the corporation has been prosecuted or convicted.

  • Marginal note:Offence — recording of false or misleading information

    (2) Every director or officer of a corporation who knowingly records or knowingly authorizes, permits or acquiesces in the recording of false or misleading information in the register of the corporation referred to in subsection 21.1(1) commits an offence.

  • Marginal note:Offence — provision of false or misleading information

    (3) Every director or officer of a corporation who knowingly provides or knowingly authorizes, permits or acquiesces in the provision to any person or entity of false or misleading information in relation to the register of the corporation referred to in subsection 21.1(1) commits an offence.

  • Marginal note:Offence — subsection 21.1(4)

    (4) Every shareholder who knowingly contravenes subsection 21.1(4) commits an offence.

  • Marginal note:Penalty

    (5) A person who commits an offence under any of subsections (1) to (4) is liable on summary conviction to a fine not exceeding one million dollars or to imprisonment for a term not exceeding five years, or to both.

Marginal note:Form of records

  •  (1) All registers and other records required by this Act to be prepared and maintained may be in a bound or loose-leaf form or in a photographic film form, or may be entered or recorded by any system of mechanical or electronic data processing or any other information storage device that is capable of reproducing any required information in intelligible written form within a reasonable time.

  • Marginal note:Precautions

    (2) A corporation or its agents or mandataries shall take reasonable precautions to

    • (a) prevent loss or destruction of,

    • (b) prevent falsification of entries in, and

    • (c) facilitate detection and correction of inaccuracies in

    the registers and other records required by this Act to be prepared and maintained.

  • Marginal note:Offence

    (3) A person who, without reasonable cause, contravenes this section is guilty of an offence and liable on summary conviction to a fine not exceeding five thousand dollars or to imprisonment for a term not exceeding six months or to both.

  • R.S., 1985, c. C-44, s. 22
  • 2011, c. 21, s. 17(E)

Marginal note:Corporate seal

  •  (1) A corporation may, but need not, adopt a corporate seal, and may change a corporate seal that is adopted.

  • Marginal note:Validity of unsealed documents

    (2) A document executed or, in Quebec, signed on behalf of a corporation is not invalid merely because a corporate seal is not affixed to it.

  • R.S., 1985, c. C-44, s. 23
  • 2001, c. 14, s. 12
  • 2011, c. 21, s. 18(E)

PART VCorporate Finance

Marginal note:Shares

  •  (1) Shares of a corporation shall be in registered form and shall be without nominal or par value.

  • Marginal note:Transitional

    (2) When a body corporate is continued under this Act, a share with nominal or par value issued by the body corporate before it was so continued is, for the purpose of subsection (1), deemed to be a share without nominal or par value.

  • Marginal note:Rights attached to shares

    (3) Where a corporation has only one class of shares, the rights of the holders thereof are equal in all respects and include the rights

    • (a) to vote at any meeting of shareholders of the corporation;

    • (b) to receive any dividend declared by the corporation; and

    • (c) to receive the remaining property of the corporation on dissolution.

  • Marginal note:Rights to classes of shares

    (4) The articles may provide for more than one class of shares and, if they so provide,

    • (a) the rights, privileges, restrictions and conditions attaching to the shares of each class shall be set out therein; and

    • (b) the rights set out in subsection (3) shall be attached to at least one class of shares but all such rights are not required to be attached to one class.

  • R.S., 1985, c. C-44, s. 24
  • R.S., 1985, c. 1 (4th Supp.), s. 45(F)
 

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