Marginal note:Examination by Director

• 24. (1) The Director may examine the records described in subsection 21(1) during the corporation’s usual business hours and may take extracts from the records free of charge.

• Marginal note:Requirement to provide list

  (2) The Director may require the corporation or its agent or mandatary to furnish to the Director within the prescribed period a list of members or debt obligation holders setting out the prescribed information and updated in accordance with the regulations.

Marginal note:Application for authorization — corporation

• 25. (1) On the application of a corporation, the Director may authorize the corporation, on any terms that the Director thinks fit, to refuse, in whole or in part, to allow access to corporate records or to furnish information that the corporation is otherwise under this Part obligated to allow or furnish, if the Director reasonably believes that allowing the access or furnishing the information would be detrimental to any member or the corporation.

• Marginal note:Application for direction — member

  (2) On the application of any member, the Director may direct the corporation, on any terms that the Director thinks fit, not to allow, in whole or in part, access to corporate records or not to furnish, in whole or in part, information that the corporation is otherwise under this Part obligated to allow or furnish, if the Director reasonably believes that allowing the access or furnishing the information would be detrimental to any member or the corporation.

Marginal note:Form of records

• 26. (1) All registers and other records required by this Act to be prepared and maintained may be in any form, provided that the records are capable of being reproduced in intelligible written form within a reasonable time.

• Marginal note:Precautions

  (2) A corporation and its agents and mandataries shall take reasonable precautions to prevent the loss or destruction of the registers and other records required under this Act, to prevent the falsification of entries in those registers and records and to facilitate the detection and correction of inaccuracies in them.

Marginal note:Validity of unsealed documents

27. 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.

PART 5CORPORATE FINANCE

Marginal note:Borrowing powers

• 28. (1) Unless the articles, the by-laws or a unanimous member agreement otherwise provides, the directors of a corporation may, without authorization of the members,

  • (a) borrow money on the credit of the corporation;

  • (b) issue, reissue, sell, pledge or hypothecate debt obligations of the corporation;

  • (c) give a guarantee on behalf of the corporation to secure performance of an obligation of any person; and

  • (d) mortgage, hypothecate, pledge or otherwise create a security interest in all or any property of the corporation, owned or subsequently acquired, to secure any obligation of the corporation.

• Marginal note:Delegation of borrowing powers

  (2) Despite subsection 138(2) and paragraph 142(a), unless the articles, the by-laws or a unanimous member agreement otherwise provides, the directors may, by resolution, delegate the powers referred to in subsection (1) to a director, a committee of directors or an officer.

Marginal note:Repayment

• 29. (1) Debt obligations issued, pledged, hypothecated or deposited by a corporation are not redeemed by reason only that the indebtedness evidenced by the debt obligations or in respect of which the debt obligations are issued, pledged, hypothecated or deposited is repaid.

• Marginal note:Acquisition and reissue of debt obligations

  (2) Debt obligations issued by a corporation and purchased, redeemed or otherwise acquired by it may be cancelled or, subject to any applicable trust indenture or other agreement, may be reissued, pledged or hypothecated to secure any existing or future obligation of the corporation, and such an acquisition and reissue, pledge or hypothecation is not a cancellation of the debt obligations.

Marginal note:Annual contributions or dues

30. Subject to the articles, the by-laws and any unanimous member agreement, the directors may require members to make an annual contribution or pay annual dues and may determine the manner in which the contribution is to be made or the dues are to be paid.

Marginal note:Ownership of property

31. A corporation owns any property of any kind that is transferred to or otherwise vested in the corporation and does not hold any property in trust unless that property was transferred to the corporation expressly in trust for a specific purpose or purposes.

Marginal note:Directors not trustees

32. Directors are not, in that capacity, trustees for any property of the corporation, including property held in trust by the corporation.

Marginal note:Investments by corporation

33. Subject to the limitations accompanying any gift and the articles or by-laws, a corporation may invest its funds as its directors think fit.

Marginal note:Distribution of property, accretions or profits

• 34. (1) Subject to subsection (2), no part of a corporation’s profits or of its property or accretions to the value of the property may be distributed, directly or indirectly, to a member, a director or an officer of the corporation except in furtherance of its activities or as otherwise permitted by this Act.

• Marginal note:Distribution to member

  (2) If a member of a corporation is an entity that is authorized to carry on activities on behalf of the corporation, the corporation may distribute any of its money or other property to the member to carry on those activities.

Marginal note:Surrendered memberships

35. A corporation may accept a membership in the corporation surrendered to it as a gift including, in Quebec, a legacy and may extinguish or reduce a liability respecting an amount unpaid on that membership.

Marginal note:Liability

• 36. (1) The members of a corporation are not, in that capacity, liable for any liability of the corporation, including any arising under paragraph 253(3)(f) or (g), or any act or default of the corporation, except as otherwise provided by this Act.

• Marginal note:Lien on membership

  (2) Subject to subsection 42(2), the articles may provide that the corporation has a lien on a membership registered in the name of a member or the member’s personal representative for a debt of that member to the corporation, including an amount unpaid in respect of a membership issued by a body corporate on the date it was continued as a corporation under this Act.

• Marginal note:Enforcement of lien

  (3) A corporation may enforce a lien referred to in subsection (2) in accordance with its by-laws.

PART 6DEBT OBLIGATIONS, CERTIFICATES, REGISTERS AND TRANSFERS

Interpretation

Marginal note:Definitions

• 37. (1) The following definitions apply in this Part.

  “adverse claim”

  « opposition »

  “adverse claim”, in respect of a debt obligation, includes a claim that a transfer was or would be wrongful or that a particular adverse person is the owner of or has an interest or right in the debt obligation.

  “bearer”

  « porteur »

  “bearer” means the person who is in possession of a debt obligation that is payable to bearer or endorsed in blank.

  “broker”

  « courtier »

  “broker” means a person who is engaged in whole or in part in the business of buying and selling debt obligations and who, in the transaction concerned, acts for, buys a debt obligation from or sells a debt obligation to a customer.

  “delivery”

  « livraison » ou « remise »

  “delivery” means voluntary transfer of possession.

  “fiduciary”

  « représentant »

  “fiduciary” means any person who acts in a fiduciary capacity or as the administrator of the property of others and includes a personal representative of a deceased person.

  “good faith”

  « bonne foi »

  “good faith” means honesty in fact in the conduct of the transaction concerned.

  “good faith purchaser”

  « acquéreur de bonne foi »

  “good faith purchaser” means a purchaser for value in good faith and without notice of any adverse claim who takes delivery of a debt obligation.

  “holder”

  « détenteur »

  “holder” means a person who is in possession of a debt obligation that is issued or endorsed to the person, to bearer or in blank.

  “overissue”

  « émission excédentaire »

  “overissue” means the issue of debt obligations in excess of any maximum number of debt obligations that the issuer is authorized by a trust indenture to issue.

  “purchaser”

  « acquéreur »

  “purchaser” means a person who takes an interest or right in a debt obligation by sale, mortgage, hypothec, pledge, issue, reissue, gift or any other voluntary transaction.

  “transfer”

  « transfert »

  “transfer” includes transmission by operation of law.

  “trust indenture”

  « acte de fiducie »

  “trust indenture” means a trust indenture as defined in subsection 104(1).

  “valid”

  « valide »

  “valid” means issued in accordance with the applicable law and the by-laws of the issuer, or validated under section 54.

• Marginal note:Negotiable instruments

  (2) Except when a transfer is restricted and noted on a debt obligation in accordance with subsection 42(2), a debt obligation is a negotiable instrument.

• Marginal note:Registered form

  (3) A debt obligation is in registered form if

  • (a) it specifies a person who is entitled to the debt obligation or to the rights it evidences, and its transfer is capable of being recorded in a debt obligations register; or

  • (b) it bears a statement that it is in registered form.

• Marginal note:Order form

  (4) A debt obligation is in order form if, by its terms, it is payable to the order of a person specified with reasonable certainty in it or to a person to whom it is assigned.

• Marginal note:Bearer form

  (5) A debt obligation is in bearer form if it is payable to bearer according to its terms and not by reason of an endorsement.

• Marginal note:Guarantor or surety for issuer

  (6) A guarantor or, in Quebec, a surety for an issuer is deemed to be an issuer to the extent of the guarantee, whether or not the obligation is noted on the debt obligation.