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)
1998, c. 1Canada Cooperatives Act (continued)
Marginal note:2001, c. 14, ss. 229(1) and (2); 2011, c. 21, s. 118 (E)
91 Subsection 373(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 cooperative 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 cooperative or its agent or mandatary; and
(d) publish a notice of the issuance of the certificate in a publication generally available to the public.
92 Section 374 of the Act is replaced by the following:
Marginal note:Publication
373.1 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 4(4) or 167(1), section 248 or subsection 263(2) or 267(2).
Marginal note:Annual return
374 Every cooperative must send the Director an annual return in the form and within the period that the Director fixes.
Marginal note:2001, c. 14, s. 230
93 Subsection 376.1(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. 231
94 Section 377 of the Act is replaced by the following:
Marginal note:Inspection
377 (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 330(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 and extracts
(2) The Director must, on request, provide any person with a copy, extract, certified copy or certified extract of a document that may be examined under subsection (1).
95 (1) Subsection 378(1) of the Act is replaced by the following:
Marginal note:Director’s obligation to keep documents
378 (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 must be kept by the Director in any form.
(2) The portion of subsection 378(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,
(3) Paragraph 378(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. 232
(4) Subsection 378(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 373 and other prescribed documents or prescribed class of documents — after the end of the prescribed period for the keeping or production of the document or class of documents.
(5) Subsection 378(4) of the French version of the Act is replaced by the following:
Marginal note:Traitement de l’information
(4) 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.
2009, c. 23Canada Not-for-profit Corporations Act
96 Subsection 2(1) of the Canada Not-for-profit Corporations 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 various Acts of Parliament that were in force prior to the coming into force of this Act and that applied to the incorporation of federal companies under those Acts, other than any financial institution as defined in section 2 of the Bank Act. (législation antérieure)
97 Subsection 6(2) of the Act is replaced by the following:
Marginal note:Individuals
(2) An individual may incorporate a corporation under subsection (1) only if that individual
(a) is not less than 18 years of age;
(b) is not incapable; or
(c) does not have the status of bankrupt.
98 Subsection 12(1) of the Act is replaced by the following:
Marginal note:Reserving name
12 (1) The Director may, on request, reserve for a prescribed period a name for an intended corporation or for a corporation that intends to change its name.
99 Paragraph 78(1)(d) of the Act is replaced by the following:
(d) if the person described in paragraph (a) is an individual and is without capacity to act by reason of death, minority or incapability, the person’s fiduciary;
100 Paragraph 126(1)(b) of the Act is replaced by the following:
(b) anyone who is incapable;
101 Subsection 128(7) of the Act is replaced by the following:
Marginal note:Vacancy among candidates
(7) If a meeting of members fails to elect the number or the minimum number of directors required by the articles by reason of a lack of consent, a disqualification under section 126 or the death of any candidate, the directors elected at that meeting may exercise all the powers of the directors if the number of directors so elected constitutes a quorum.
102 Section 238 of the Act is replaced by the following:
Marginal note:Custody of documents
238 A person who has been granted custody of the documents and records of a dissolved corporation remains liable to produce those documents and records until the end of the prescribed period or of any shorter period fixed by an order made under subsection 233(5).
103 The Act is amended by adding the following after section 277:
Marginal note:Publication
277.1 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), 104(3), 160(2), 162(5) or 171(2) or section 173, 190 or 271.
104 (1) The portion of subsection 279(1) of the Act before paragraph (a) is replaced by the following:
Marginal note:Inspection
279 (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 any document that is required to be sent to the Director under this Act, other than any of the following documents, or that was required to be sent to a person performing a similar function under prior legislation:
(2) Subsection 279(1) of the Act is amended by adding the following after paragraph (b):
(b.1) extracts or copies of corporate records or documents referred to in section 25;
(3) Subsection 279(2) of the English version of the Act is replaced by the following:
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).
105 (1) The portion of section 282 of the Act before paragraph (a) is replaced by the following:
Marginal note:Content and form of documents
282 The Director may establish the requirements for the content and fix the form, including electronic or other forms, of notices and other documents sent to or issued by the Director under this Act and, in so doing, the Director may specify, among other things,
(2) Section 282 of the Act is amended by adding “and” at the end of paragraph (c), by striking out “and” at the end of paragraph (d) and by repealing paragraph (e).
106 (1) Subsection 283(1) of the Act is replaced by the following:
Marginal note:Director’s obligation to keep documents
283 (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.
(2) Subsection 283(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 276 and other prescribed documents or prescribed class of documents — after the end of the prescribed period for the keeping or production of the document or class of documents.
107 Paragraph 293(1)(a) of the English version of the Act is replaced by the following:
(a) providing for anything that by this Act is to be prescribed or provided for by the regulations;
Review by Committee
Marginal note:Review
107.1 (1) On the fifth anniversary of the day on which section 24 of this Act comes into force, the provisions under Part XIV.1 of the Canada Business Corporations Act are to be referred to a committee of the Senate, of the House of Commons or of both Houses of Parliament that may be designated or established for the purpose of reviewing those provisions.
Marginal note:Report to Parliament
(2) The committee referred to in subsection (1) shall, within a reasonable time after a review is completed, submit a report on that review to the Senate, the House of Commons or both Houses of Parliament, as the case may be.
Coming into Force
Marginal note:Order in council
108 (1) Sections 3, 4 and 52 to 54 come into force on a day to be fixed by order of the Governor in Council.
Marginal note:Order in council
(2) Sections 13, 59 and 60 come into force on a day to be fixed by order of the Governor in Council.
Marginal note:Order in council
(3) Sections 15 and 56 come into force on a day to be fixed by order of the Governor in Council.
Marginal note:Order in council
(4) Sections 17, 19, 22, 37, 63, 71 and 88 come into force on a day to be fixed by order of the Governor in Council.
Marginal note:Order in council
(5) Section 24 comes into force on a day to be fixed by order of the Governor in Council.
Marginal note:Order in council
(6) Sections 32, 44, 45, 83 and 94, subsections 95(1) to (4), section 102, subsections 104(1) and (3) and section 106 come into force on a day to be fixed by order of the Governor in Council.
PART 2Application of the Competition Act to Other Entities
R.S., c. C-34; R.S., c. 19 (2nd Supp.), s. 19Competition Act
109 (1) Subsection 2(1) of the Competition Act is amended by adding the following in alphabetical order:
- entity
entity means a corporation or a partnership, sole proprietorship, trust or other unincorporated organization capable of conducting business; (entité)
Marginal note:R.S., c. 19 (2nd Supp.), s. 20(4); 1999, c. 31, s. 44(F)
(2) Subsections 2(2) and (3) of the Act are replaced by the following:
Marginal note:Affiliation
(2) For the purposes of this Act,
(a) one entity is affiliated with another entity if one of them is the subsidiary of the other or both are subsidiaries of the same entity or each of them is controlled by the same entity or individual;
(b) if two entities are affiliated with the same entity at the same time, they are deemed to be affiliated with each other; and
(c) an individual is affiliated with an entity if the individual controls the entity.
Marginal note:Subsidiary entity
(3) For the purposes of this Act, an entity is a subsidiary of another entity if it is controlled by that other entity.
Marginal note:R.S., c. 19 (2nd Supp.), s. 20(4)
(3) The portion of paragraph 2(4)(a) of the Act before subparagraph (ii) is replaced by the following:
(a) a corporation is controlled by an entity or an individual other than Her Majesty if
(i) securities of the corporation to which are attached more than 50% of the votes that may be cast to elect directors of the corporation are held, directly or indirectly, whether through one or more subsidiaries or otherwise, otherwise than by way of security only, by or for the benefit of that entity or individual, and
Marginal note:1999, c. 2, s. 1(3)
(4) Paragraph 2(4)(c) of the Act is replaced by the following:
(c) an entity other than a corporation is controlled by an entity or individual if the entity or individual, directly or indirectly, whether through one or more subsidiaries or otherwise, holds an interest in the entity that is not a corporation that entitles them to receive more than 50% of the profits of that entity or more than 50% of its assets on dissolution.
Marginal note:2009, c. 2, s. 410
110 Paragraph 45(6)(a) of the Act is replaced by the following:
(a) is entered into only by parties each of which is, in respect of every one of the others, an affiliate; or
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