Marginal note:Powers of a corporation

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

• Marginal note:Restricted activities or powers

  (2) A corporation shall not carry on any activities or exercise any power 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.

Marginal note:No constructive notice

18. No person is affected by or is deemed to have notice or knowledge of the contents of a document concerning a corporation by reason only that the person can examine it under section 279 or at an office of the corporation.

Marginal note:Authority of directors, officers, agents and mandataries

• 19. (1) No corporation, no guarantor of an obligation of a corporation and, in Quebec, no surety may assert against a person dealing with the corporation or against a person who acquired rights from the corporation that

  • (a) the articles, the by-laws or any unanimous member agreement has not been complied with;

  • (b) the individuals named in the last notice that was sent by the corporation in accordance with section 128 or 134 and received by the Director are not the directors of the corporation;

  • (c) the place named in the last notice accepted by the Director under section 20 is not the registered office of the corporation;

  • (d) a person held out by a corporation as a director, an officer, an agent or a mandatary of the corporation has not been duly appointed or has no authority to exercise the powers and perform the duties that are customary in the activities of the corporation or usual for a director, an officer, an agent or a mandatary;

  • (e) a document issued by any director, officer, agent or mandatary of a corporation with actual or usual authority to issue the document is not valid or not genuine; or

  • (f) a sale, a lease or an exchange of property referred to in subsection 214(1) was not authorized.

• Marginal note:Exception

  (2) Subsection (1) does not apply in respect of a person who has, or ought to have, knowledge of a situation described in that subsection by virtue of their relationship to the corporation.

PART 4REGISTERED OFFICE AND RECORDS

Marginal note:Registered office

• 20. (1) A corporation shall at all times have a registered office in the province in Canada specified in its articles.

• Marginal note:Notice of registered office

  (2) A notice of registered office in the form that the Director fixes shall be sent to the Director together with any articles that designate or change the province where the registered office of the corporation is to be located.

• Marginal note:Change of address

  (3) The directors of a corporation may change the corporation’s registered office to another place within the province specified in the articles, in which case the corporation shall send to the Director a notice of registered office in the form that the Director fixes.

• Marginal note:Notice of registered office effective on acceptance

  (4) A notice of registered office becomes effective when the Director accepts it.

Marginal note:Corporate records

• 21. (1) A corporation shall prepare and maintain, at its registered office or at any other place in Canada designated by the directors, records containing

  • (a) the articles and the by-laws, and amendments to them, and a copy of any unanimous member agreement;

  • (b) the minutes of meetings of members and any committee of members;

  • (c) the resolutions of members and any committee of members;

  • (d) if any debt obligation is issued by the corporation, a debt obligations register that complies with section 44;

  • (e) a register of directors;

  • (f) a register of officers; and

  • (g) a register of members.

• Marginal note:Register

  (2) The registers referred to in paragraphs (1)(e) to (g) shall contain the prescribed information.

• Marginal note:Directors’ records

  (3) A corporation shall prepare and maintain adequate accounting records and records containing minutes of meetings of the directors and any committee of directors as well as resolutions adopted by the directors or any committee of directors.

• Marginal note:Retention of accounting records

  (4) Subject to any other Act of Parliament or of the legislature of a province that provides for a longer retention period, a corporation shall retain the accounting records referred to in subsection (3) for the prescribed period.

• Marginal note:Records of continued corporations

  (5) For the purposes of paragraphs (1)(b) and (c) and subsection (3), where a body corporate is continued under this Act, “records” includes similar records required by law to be maintained by the body corporate before it was so continued.

• Marginal note:Place of directors’ records

  (6) The records described in subsection (3) shall be kept at the registered office of the corporation or at any other place that the directors think fit.

• Marginal note:Directors’ access to records

  (7) The records described in subsections (1) and (3) shall at all reasonable times be open to inspection by the directors. The corporation shall, at the request of any director, provide them with any extract of the records free of charge.

• Marginal note:Records in Canada

  (8) If accounting records of a corporation are kept outside Canada, accounting records adequate to enable the directors to ascertain the financial position of the corporation with reasonable accuracy on a quarterly basis shall be kept at the registered office or any other place in Canada designated by the directors.

• Marginal note:When records or registers kept outside Canada

  (9) Despite subsections (1) and (8), but subject to the Income Tax Act, the Excise Tax Act, the Customs Act and any other Act administered by the Minister of National Revenue, a corporation may keep all or any of its corporate records and accounting records referred to in subsection (1) or (3) at a place outside Canada, if

  • (a) the records are available for inspection, by means of any technology, during regular office hours at the registered office or any other place in Canada designated by the directors; and

  • (b) the corporation provides the technical assistance to facilitate an inspection referred to in paragraph (a).

Marginal note:Access to corporate records

• 22. (1) A member, a member’s personal representative and a creditor of a corporation may examine and, on payment of any reasonable fee, take extracts from the records referred to in paragraphs 21(1)(a) to (f) during the corporation’s usual business hours.

• Marginal note:Requirement for statutory declaration — debt obligations register

  (2) Any person described in subsection (1) who wishes to examine the debt obligations register of a corporation shall first make a request to the corporation or its agent or mandatary accompanied by a statutory declaration referred to in subsection (5). Within the prescribed period, the corporation or its agent or mandatary shall allow the applicant access to the register during the corporation’s usual business hours and, on payment of any reasonable fee, provide the applicant with an extract from the register.

• Marginal note:Copies of corporate records

  (3) A member of a corporation is entitled on request and free of charge to one copy of the articles and by-laws, any amendments to them, and any unanimous member agreement.

• Marginal note:Debt obligation holders lists

  (4) Any person described in subsection (1), on payment of any reasonable fee and on sending to a corporation or its agent or mandatary the statutory declaration referred to in subsection (5), may on application require the corporation or its agent or mandatary to furnish within the prescribed period a list of debt obligation holders setting out the prescribed information and updated in accordance with the regulations.

• Marginal note:Contents of statutory declaration

  (5) The statutory declaration required under subsection (2) or (4) shall

  • (a) state the name and address of the applicant and, if the applicant is a body corporate, its address for service; and

  • (b) state that the list of debt obligation holders or the information contained in the debt obligations register obtained under subsection (2) will not be used except as permitted under subsection (7).

• Marginal note:Person making statutory declaration

  (6) If the applicant is a body corporate, the statutory declaration shall be made by a director or officer of the body corporate.

• Marginal note:Use of information or list of debt obligation holders

  (7) A list of debt obligation holders or information from a debt obligations register obtained under this section shall not be used by any person except in connection with

  • (a) an effort to influence the voting of debt obligation holders of the corporation;

  • (b) an offer to acquire debt obligations of the corporation; or

  • (c) any other matter relating to the debt obligations or affairs of the corporation.

Marginal note:Requirement for statutory declaration — register of members

• 23. (1) A member or a member’s personal representative who wishes to examine the register of members of a corporation shall first make a request to the corporation or its agent or mandatary accompanied by a statutory declaration referred to in subsection (5). Within the prescribed period, the corporation or its agent or mandatary shall allow the applicant access to the register during the corporation’s usual business hours and, on payment of any reasonable fee, provide the applicant with an extract from the register.

• Marginal note:List of members

  (2) Any person described in subsection (1) and debt obligation holders, on payment of any reasonable fee and on sending to a corporation or its agent or mandatary the statutory declaration referred to in subsection (5), may on application require the corporation or its agent or mandatary to furnish within the prescribed period a list of members setting out the prescribed information and updated in accordance with the regulations.

• Marginal note:Limitation

  (3) A person described in subsection (1) may only make an application under subsection (2) once in each calendar year. In addition, an application may be made before each special meeting of members of which the person receives notice.

• Marginal note:Application of debt obligation holder

  (4) A debt obligation holder may make an application to obtain a list of members only after receiving notice of a meeting of members at which the holder has the right to vote.

• Marginal note:Contents of statutory declaration

  (5) The statutory declaration required under subsection (1) or (2) shall

  • (a) state the name and address of the applicant and, if the applicant is a body corporate, its address for service; and

  • (b) state that the list of members or the information contained in the register of members obtained under subsection (1) will not be used except as permitted under subsection (7) or (8).

• Marginal note:Person making statutory declaration

  (6) If the applicant is a body corporate, the statutory declaration shall be made by a director or officer of the body corporate.

• Marginal note:Use of information or list by members

  (7) A member or a member’s personal representative who obtains a list of members or information from a register of members under this section shall not use the list or information except in connection with

  • (a) an effort to influence the voting of members;

  • (b) requisitioning a meeting of members; or

  • (c) any other matter relating to the affairs of the corporation.

• Marginal note:Use of information or list by debt obligation holders

  (8) A debt obligation holder who obtains a list of members under this section shall not use the list except in connection with an effort to influence the voting of members on any issue that the holder has a right to vote on.