An Act to amend the Canada Business Corporations Act, the Canada Cooperatives Act, the Canada Not-for-profit Corporations Act and the Competition Act (S.C. 2018, c. 8)
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Assented to 2018-05-01
PART 1Corporate Governance (continued)
R.S., c. C-44; 1994, c. 24, s. 1(F)Canada Business Corporations Act (continued)
Marginal note:2001, c. 14, s. 126
39 Section 261.1 of the Act is replaced by the following:
Marginal note:Payment of fees
261.1 A fee in respect of the receipt or copying of any document shall be paid to the Director when it is received or copied, and a fee in respect of the examination, filing or issuance of any document or in respect of any action that the Director is required or authorized to take shall be paid to the Director before the document is examined, filed or issued or the action is taken.
Marginal note:1994, c. 24, s. 28(1); 2001, c. 14, s. 127; 2011, c. 21, s. 71 (E)
40 Subsection 262(2) of the Act is replaced by the following:
Marginal note:Sending of articles and statements
(2) If this Act requires that articles or a statement relating to a corporation be sent to the Director, on receiving the articles or statement in the form that the Director fixes, any other required documents and the required fees, the Director shall
(a) record the date of receipt;
(b) issue the appropriate certificate;
(c) send the certificate, or a copy, image or photographic, electronic or other reproduction of the certificate, to the corporation or its agent or mandatary; and
(d) publish a notice of the issuance of the certificate in a publication generally available to the public.
Marginal note:2001, c. 14, s. 128
41 Subsection 262.1(2) of the Act is repealed.
Marginal note:2001, c. 14, s. 129
42 Section 263 of the Act is replaced by the following:
Marginal note:Publication
262.2 The Director must publish, in a publication generally available to the public, a notice of any decision made by the Director granting an application made under subsection 2(6), 10(2), 82(3) or 151(1), section 156 or subsection 171(2) or 187(11).
Marginal note:Annual return
263 Every corporation shall send to the Director an annual return in the form and within the period that the Director fixes.
Marginal note:2001, c. 14, s. 130
43 Subsection 265(8) of the French version of the Act is replaced by the following:
Marginal note:Avis
(8) Le directeur donne sans délai avis des modifications importantes apportées par le certificat rectifié dans une publication destinée au grand public.
Marginal note:2001, c. 14, s. 130
44 Section 266 of the Act is replaced by the following:
Marginal note:Inspection
266 (1) A person who has paid the required fee is entitled during usual business hours to examine and make copies of or take extracts from a document, except a report sent to the Director under subsection 230(2), that is required to be sent to the Director under this Act or that was required to be sent to a person performing a similar function under prior legislation.
Marginal note:Copies or extracts
(2) The Director shall, on request, provide any person with a copy, extract, certified copy or certified extract of a document that may be examined under subsection (1).
Marginal note:1994, c. 24, s. 30
45 (1) Subsection 267(1) of the Act is replaced by the following:
Marginal note:Director’s obligation to keep documents
267 (1) Documents that are received and accepted by the Director under this Act or that were received and accepted by a person performing a similar function under prior legislation shall be kept by the Director, in any form.
Marginal note:1994, c. 24, s. 30
(2) The portion of subsection 267(2) of the Act before paragraph (a) is replaced by the following:
Marginal note:Obligation to furnish
(2) If documents are kept by the Director otherwise than in written form,
Marginal note:1994, c. 24, s. 30
(3) Paragraph 267(2)(b) of the Act is replaced by the following:
(b) a report reproduced from those documents, if it is certified by the Director, is admissible in evidence to the same extent as the original documents would have been.
Marginal note:2001, c. 14, s. 131
(4) Subsection 267(3) of the Act is replaced by the following:
Marginal note:Time period for keeping and producing documents
(3) The Director is not required to keep or produce any document or class of documents — other than a certificate and any attached articles or statement received under section 262 and other prescribed documents or prescribed class of documents — after the end of the period prescribed for the keeping or production of the document or class of documents.
Marginal note:2001, c. 14, s. 132
46 Section 267.1 of the French version of the Act is replaced by the following:
Marginal note:Traitement de l’information
267.1 Les renseignements et avis que le directeur est tenu, en application de la présente loi, de résumer dans une publication destinée au grand public ou de publier peuvent être résumés ou publiés à l’aide de tout procédé mécanique ou électronique de traitement des données ou de mise en mémoire de l’information susceptible de donner, dans un délai raisonnable, les renseignements ou avis demandés sous une forme compréhensible.
1998, c. 1Canada Cooperatives Act
47 Subsection 2(1) of the Canada Cooperatives Act is amended by adding the following in alphabetical order:
- incapable
incapable, in respect of an individual, means that the individual is found, under the laws of a province, to be unable, other than by reason of minority, to manage their property or is declared to be incapable by any court in a jurisdiction outside Canada. (incapable)
- prior legislation
prior legislation means the Canada Cooperative Associations Act, chapter 6 of the Statutes of Canada, 1970-71-72. (législation antérieure)
48 (1) The portion of subsection 8(2) of the English version of the Act before paragraph (a) is replaced by the following:
Marginal note:Persons not to be incorporators
(2) An application under subsection (1) is not to be made by
(2) Paragraph 8(2)(b) of the Act is replaced by the following:
(b) an individual who is incapable; or
49 Section 10 of the Act is amended by adding “and” at the end of paragraph (c) and by repealing paragraphs (d) and (e).
50 (1) Paragraph 11(1)(c) of the Act is repealed.
(2) Subsection 11(5) of the Act is repealed.
51 Subsection 12(2) of the Act is replaced by the following:
Marginal note:Reliance on articles
(2) For the purposes of paragraphs (1)(b) and (c), the Director may rely on the articles required by section 10.
52 Sections 22 and 23 of the Act are replaced by the following:
Marginal note:Reservation of name
22 The Director may, on request, reserve for a prescribed period a name for an intended cooperative or for a cooperative that intends to change its name.
Marginal note:Prohibited names
23 A cooperative must not be incorporated or continued as a cooperative under this Act with, change its name to, or have, carry on business under or identify itself by a name that is prohibited by the regulations or that does not meet the prescribed requirements.
53 (1) Subsections 24(1) and (2) of the Act are replaced by the following:
Marginal note:Direction to change name
24 (1) The Director may direct a cooperative to change its name in accordance with section 289 if, through inadvertence or otherwise, the cooperative acquires a name that is prohibited by the regulations or that does not meet the prescribed requirements.
Marginal note:Revocation of name
(2) If a cooperative has not followed a directive under subsection (1) or (3) within the prescribed period, the Director may revoke the name of the cooperative and assign a new name to it and, until changed in accordance with section 289, the name of the cooperative is the name assigned by the Director.
(2) Subsections 24(4) and (5) of the Act are repealed.
54 The Act is amended by adding the following after section 24:
Marginal note:Certificate of amendment
24.1 (1) If the Director assigns a new name to a cooperative under subsection 24(2), the Director must issue a certificate of amendment showing the new name of the cooperative and must publish a 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 cooperative are amended accordingly on the date shown in the certificate of amendment.
55 Subsection 30(2) of the French version of the Act is replaced by the following:
Marginal note:Avis
(2) Avis du lieu où est maintenu le siège social est envoyé au directeur, en la forme établie par lui, avec les clauses pertinentes des statuts désignant ou modifiant le lieu où le siège social est situé.
Marginal note:2001, c. 14, s. 153(2)
56 Paragraph 58(4)(a) of the Act is replaced by the following:
(a) the proposal is not submitted to the cooperative within the prescribed period;
57 Subsection 61(5) of the English version of the Act is replaced by the following:
Marginal note:List of shareholders entitled to receive notice
(5) If a record date for voting is not fixed under subsection 51(4), a cooperative must prepare, not later than 10 days after the record date for notice of a meeting that is fixed under subsection 51(3) or not later than the record date that is referred to in subsection 51(5), as the case may be, an alphabetical list of shareholders who are entitled to receive notice of a meeting of shareholders as of the record date that shows the number of shares held by each shareholder.
58 Paragraph 78(1)(c) of the Act is replaced by the following:
(c) is incapable; or
59 (1) Section 83 of the Act is amended by adding the following after subsection (10):
Marginal note:Majority voting
(10.1) If, at a meeting of persons who are entitled to elect or appoint directors of a distributing cooperative — other than in the case of a prescribed class of distributing cooperatives — at which an election of directors is required, there is only one candidate nominated for each position available on the board, each candidate is elected only if the number of votes cast in their favour represents a majority of the votes cast for and against them by those persons who are present in person or represented by proxy, unless the articles require a greater number of votes.
Marginal note:Incumbent director not elected
(10.2) Despite subsection (3) and paragraph 84(1)(b), if an incumbent director who was a candidate in an election held in accordance with subsection (10.1) was not elected during the election, the director may continue in office until the earlier of
(a) the 90th day after the day of the election; and
(b) the day on which their successor is appointed or elected.
(2) Section 83 of the Act is amended by adding the following after subsection (11):
Marginal note:Separate vote for each candidate
(12) If the election of directors is for a prescribed cooperative, a separate vote by persons who are entitled to elect or appoint directors must be taken with respect to each candidate nominated for director.
Marginal note:Exception
(13) If an individual who was a candidate in an election held in accordance with subsection (10.1) was not elected during that election, the individual is not to be appointed, except in prescribed circumstances, as a director under subsection 85(1) before the next meeting at which an election of directors is required by persons who are entitled to elect or appoint directors.
60 Section 84 of the Act is replaced by the following:
Marginal note:Maximum term
84 (1) Subject to section 86, a director is entitled to hold office for a term expiring not later than
(a) in the case of a cooperative that is not a distributing cooperative, the close of the third annual meeting of members following the director’s election; and
(b) in the case of a distributing cooperative, the close of the next annual meeting of members following the director’s election.
Marginal note:Exceptions — certain distributing cooperatives
(2) Despite paragraph (1)(b), in the case of any prescribed class of distributing cooperatives or in any prescribed circumstances respecting distributing cooperatives or classes of distributing cooperatives, the directors are not entitled to hold office for a term that is longer than three years.
61 The Act is amended by adding the following after section 142:
Marginal note:Restriction regarding bearer investment shares
142.1 (1) Despite section 142, a cooperative must not issue, in bearer form, a certificate, warrant or other evidence of a conversion privilege, option or right to acquire an investment share of the cooperative.
Marginal note:Replacement
(2) A cooperative must, on the request of a holder of a certificate, warrant or other evidence of a conversion privilege, option or right to acquire an investment share of the cooperative that is in bearer form and that was issued before the coming into force of this section, issue in exchange to that holder, in registered form, a certificate, warrant or other evidence, as the case may be.
Marginal note:2001, c. 14, s. 189
62 (1) Subsection 167(1) of the Act is replaced by the following:
Marginal note:Exemption
167 (1) On the application of any interested person, the Director may exempt, on any terms that the Director thinks fit, the person from any of the requirements of section 165 or subsection 166(1) or 169(1). The exemption may have retroactive effect.
(2) Subsection 167(2) of the Act is repealed.
63 Subsection 169(1) of the Act is replaced by the following:
Marginal note:Duty of intermediary
169 (1) Shares of a cooperative that are registered in the name of an intermediary or their nominee and not beneficially owned by the intermediary must not be voted unless the intermediary, without delay after receipt of the prescribed documents, sends a copy of those documents to the beneficial owner and, except when the intermediary has received written voting instructions from the beneficial owner, a written request for those instructions.
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