Canada Corporations Regulations
C.R.C., c. 424
Regulations Under the Canada Corporations Act
Short Title
1 These Regulations may be cited as the Canada Corporations Regulations.
Interpretation
2 In these Regulations,
- Act
Act means the Canada Corporations Act; (Loi)
- associate
associate has the same meaning as in subsection 100(1) of the Act; (associé)
- body corporate
body corporate means any company wherever or however incorporated; (personne morale)
- control
control has the meaning assigned by subsection 125(4) of the Act; (contrôle)
- corporation
corporation means a company to which the Act applies; (corporation)
- document
document means a document required to be sent to or filed with the Department or the Minister under the Act; (document)
- recognized stock exchange
recognized stock exchange means
(a) a stock exchange recognized pursuant to the securities act of a province, or
(b) a stock exchange outside Canada on which shares of a corporation are listed for trading. (bourse de valeurs reconnue)
- SOR/78-46, s. 1
PART IGeneral
Forms
3 The periodical referred to in subsection 100.2(3) of the Act shall set out any administrative forms, procedures and policy guidelines established by the Minister from time to time, for the better administration of the Act, particularly any declaration delegating the exercise of the powers and duties conferred upon the Minister by the Act.
4 The summary referred to in subsection 133(1) of the Act shall be on Form 3 of Schedule I furnished by the Department.
4.1 The declaration referred to in subsection 111.1(1) of the Act shall be on Form 6.
- SOR/78-46, s. 2
Format of Documents
5 All applications sent to or filed with the Department or the Minister shall be
(a) on good quality white paper approximately 8 1/2 by 11 inches in size;
(b) printed or typewritten; and
(c) legible and suitable for microfilming and photocopying.
6 Where possible, each individual item in a document shall be set out in one or more contiguous, sequentially numbered paragraphs and each such item shall be preceded by an appropriate heading.
7 (1) Numbers in a document shall be in numerals and not in words.
(2) Information in a document shall, where practical, be set out in tabular form.
8 Abbreviations in documents shall,
(a) if formed by the truncation of a word, be followed by a period; and
(b) if formed by deletion of alphabetic characters from the middle of a word, not be followed by a period, but a corporate name may contain alphabetic characters that are not followed by a period.
9 (1) If an item of information required to be disclosed in a form does not apply, it shall be so indicated by the phrase “not applicable”, by the abbreviation “N/A” or by a brief explanatory statement.
(2) If information is set out in response to one item in a document, it may be referred to in response to any other item in that document by a cross reference.
- SOR/78-46, s. 3
10 (1) Where
(a) any provision required to be set out in a form furnished by the Director is too long to be set out in the space provided in the form, or
(b) an agreement or other document is to be incorporated by reference in and to be part of the form,
the person completing the form may, subject to subsection (2), incorporate the provision, agreement or other document in the form by setting out in the space provided in the form the following sentence: “The annexed Schedule 1 (or as the case may be) is incorporated in this form.” and by annexing the provision, agreement or other documents to the form as that schedule.
(2) A separate schedule is required in respect of each item that is incorporated in a form by reference pursuant to subsection (1).
PART IICorporate Names
Interpretation
11 For the purposes of subsection 29(2) of the Act, the proposed name of a corporation shall be considered objectionable when the name is prohibited or deceptively misdescriptive.
12 In this Part,
- confusing
confusing, in relation to a corporate name, means a corporate name the use of which causes confusion with a trade mark or trade name in the manner described in section 13; (prête à confusion)
- distinctive
distinctive, in relation to a trade name, means a trade name that actually distinguishes the business in association with which it is used by its owner from the business of others or that is adapted so as to distinguish them; (distinctif)
- secondary meaning
secondary meaning, in relation to a trade name, means a trade name that has been used in Canada or elsewhere by any applicant or his predecessors so as to have become distinctive in Canada as at the date of filing an application for a corporate name; (sens dérivé)
- trade mark
trade mark means a trade mark as defined by the Trade Marks Act; (marque de commerce)
- trade name
trade name means the name under which any business is carried on, whether it is the name of a body corporate, a trust, a partnership, a proprietorship or an individual; (nom commercial)
- use
use means actual use by a person that carries on business in Canada or elsewhere. (emploi)
Confusion of Names
13 A corporate name is confusing with
(a) a trade mark if the use of both the corporate name and the trade mark is likely to lead to the inference that the business carried on or intended to be carried on under the corporate name and the business connected with the trade mark are one business, whether or not the nature of the business of each is generally the same; or
(b) a trade name if the use of both names is likely to lead to the inference that the business carried on or intended to be carried on under the corporate name and the business carried on under the trade name are one business, whether or not the nature of the business of each is generally the same.
Consideration of Whole Name
14 Subject to section 19, when determining whether a trade name is distinctive, the name as a whole and not only its separate elements shall be considered.
Reservation of Name
15 A request to search and reserve a corporate name may be in Form 5 of Schedule I or may be made by telephone.
Prohibited Names
16 For the purposes of section 11, a corporate name is prohibited where the name contains any of the following:
(a) “Air Canada”;
(b) “Trans Canada Airlines” or “Lignes aériennes Trans Canada”;
(c) “Canada Standard” or “CS”;
(d) “Cooperative”, “Coopérative”, “co-op” or “pool” when it connotes a cooperative venture;
(e) “Parliament Hill” or “Colline du Parlement”;
(f) “Royal Canadian Mounted Police”, “Gendarmerie Royale du Canada”, “RCMP” or “GRC”; or
(g) “United Nations”, “Nations Unies”, “UN” or “ONU”.
17 For the purposes of section 11, a corporate name is prohibited where the name connotes that the corporation
(a) carries on business under royal, vice-regal or governmental patronage, approval or authority, unless the appropriate government department or agency requests the name in writing;
(b) is sponsored or controlled by or is affiliated with the Government of Canada, the government of a province, the government of a country other than Canada or a political subdivision or agency of any such government, unless the appropriate government, political subdivision or agency consents in writing to the use of the name;
(c) is sponsored or controlled by or is affiliated with a university or an association of accountants, architects, engineers, lawyers, physicians, surgeons or any other professional association recognized by the laws of Canada or a province unless the appropriate university or professional association consents in writing to the use of the name; or
(d) carries on the business of a bank, loan company, insurance company, trust company, other financial intermediary or a stock exchange that is regulated by a law of Canada or a province unless the appropriate government department or agency consents in writing to the use of the name.
18 For the purposes of section 11, a corporate name is prohibited where the name contains a word or phrase that is obscene or connotes a business that is scandalous, obscene or immoral.
19 For the purposes of section 11, a name is prohibited where the name is not distinctive because
(a) it is too general,
(b) it is only descriptive in any language of the quality, function or other characteristic of the goods or services in which the corporation deals or intends to deal,
(c) it is primarily or only the name or surname used alone of an individual who is living or has died within 30 years preceding the date of the request for that name, or
(d) it is primarily or only a geographic name used alone,
unless the person requesting the name establishes that it has, through use, acquired and continues to have secondary meaning at the time of the request.
20 For the purposes of section 11, a corporate name is prohibited where the name is confusing having regard to all the circumstances, including
(a) the inherent distinctiveness of the whole or any element of any trade mark or trade name and the extent to which it has become known;
(b) the length of time the trade mark or trade name has been in use;
(c) the nature of the goods or services associated with a trade mark or the nature of the business carried on under or associated with a trade name, including the likelihood of any competition among businesses using such a trade mark or trade name;
(d) the nature of the trade with which a trade mark or trade name is associated, including the nature of the products or services and the means by which they are offered or distributed;
(e) the degree of resemblance between the proposed corporate name and any trade mark or trade name in appearance or sound or in the ideas suggested by them; and
(f) the territorial area in Canada in which the proposed corporate name or an existing trade name is likely to be used.
21 For the purposes of section 11, a corporate name is prohibited where an element of the name is the family name of an individual, whether or not preceded by his given name or initials, unless the individual or his heir or legal representative consents in writing to the use of his name and the individual has or had a material interest in the corporation.
22 For the purposes of section 11,
(a) a corporate name is prohibited where its use is likely to lead to the inference that the business carried on or intended to be carried on under it and the business of a body corporate that is dissolved are one business, whether or not the nature of their businesses is generally the same; and
(b) the name of a revived corporation is prohibited where it is confusing with a name acquired by another corporation between the date of dissolution and revival of the revived corporation.
Deceptively Misdescriptive Names
23 For the purposes of section 11, a corporate name is deceptively misdescriptive if it misdescribes in any language
(a) the business, goods or services in association with which it is proposed to be used;
(b) the conditions under which the goods or services will be produced or supplied or the persons to be employed in the production or supply of those goods or services; or
(c) the place of origin of those goods or services.
Certain Names Not Prohibited
24 A corporate name is not prohibited only because it contains alphabetic or numeric characters, initials, punctuation marks or any combination thereof.
25 A corporate name that is confusing with the name of a body corporate that has not carried on business in the two years immediately preceding the date of a request for that corporate name shall not for that reason alone be prohibited if the body corporate that has that name
(a) consents in writing to the use of the name; and
(b) undertakes in writing to dissolve forthwith or to change its name before the corporation proposing to use the name commences to use it.
26 A corporate name containing a word that is the same as or similar to the distinctive element of an existing trade mark or trade name shall not for that reason alone be prohibited if
(a) the person who has the trade mark or trade name consents in writing to the use of the corporate name; and
(b) the corporate name is not confusing.
27 (1) A corporate name that is confusing with the name of a body corporate shall not for that reason alone be prohibited if
(a) the request for that corporate name relates to a proposed corporation that is the successor to the business of the body corporate and the body corporate has ceased or will cease to carry on business;
(b) the body corporate undertakes in writing to dissolve forthwith or to change its name before the corporation proposing to use the name commences to carry on business; and
(c) subject to subsection (2), the corporate name sets out in numerals the year of incorporation in parentheses immediately before the word “limited”, “limitée” or the abbreviation thereof.
(2) A corporate name referred to in paragraph (1)(c) after two years of use may be changed to delete the reference to the year of incorporation if the corporate name so changed is not confusing.
- SOR/78-46, s. 4
28 (1) When two or more corporations amalgamate, the name of the amalgamated corporations shall not be prohibited if
(a) it is the same as one of the amalgamating corporations;
(b) it is a distinctive combination of the names of the amalgamating corporations and is not otherwise confusing or prohibited; or
(c) it is a distinctive new name that is not confusing.
(2) Where a corporation acquires all or substantially all the property of an affiliated body corporate, the use by the corporation of the name of the affiliated body corporate will not be prohibited if the body corporate undertakes in writing to dissolve forthwith or to change its name before the corporation adopts the name.
PART IIIInsider Trading
First Insider Report
29 A report required to be sent to the Department by subsections 100.1(2) and (3) of the Act shall be in Form 1 of Schedule I.
Subsequent Insider Report
30 A report required to be sent to the Department by subsection 100.1(4) of the Act shall be in Form 2 of Schedule I.
Deemed Insider Report
31 A report required to be sent to the Department by subsection 100.1(5) of the Act shall be in Form 1 or Form 2 of Schedule I, as applicable.
PART IVProxies and Proxy Solicitation
Interpretation
32 In this Part,
- dissident’s proxy circular
dissident’s proxy circular means an explanatory memorandum referred to in paragraph 108.4(1)(b) of the Act; (circulaire de procuration de dissident)
- management proxy circular
management proxy circular means an information circular referred to in paragraph 108.4(1)(a) of the Act. (circulaire de procuration de la direction)
Contents of Management Proxy Circular
33 A management proxy circular shall contain the following information:
(a) a statement of the right of a shareholder to revoke a proxy under subsection 108.2(5) of the Act and the method by which he may exercise it;
(b) a statement, in bold faced type, to the effect that solicitation is made by or on behalf of the management of the corporation;
(c) the name of any director of the corporation who has informed the management in writing that he intends to oppose any action intended to be taken by the management and the action that he intends to oppose;
(d) the method of solicitation, if otherwise than by mail, and if the solicitation is to be made by specially engaged employees or agents, the material features of any contract or arrangement for the solicitation, the parties to the contract or arrangement and the cost or anticipated cost thereof;
(e) the name of the person by whom the cost of the solicitation has been or will be borne, directly or indirectly;
(f) the number of shares of each class of shares of the corporation entitled to be voted at the meeting and the number of votes to which each share of each such class is entitled;
(g) if the corporation has amended its letters patent under section 41.1 of the Act to constrain the issue or transfer of its voting shares, the general nature of the constrained-share provisions;
(h) if the proceeds of an issue of securities were used for a purpose other than that stated in the document under which the securities were issued, the date of the document, the amount and designation of the securities so issued and details of the use made during the financial period of the proceeds;
(i) if insurance is purchased for the benefit of directors or officers against any liability incurred by them in their capacity as director or officer of the corporation,
(i) the amount or, where there is a comprehensive liability policy, the approximate amount of premium paid by the corporation in respect of directors as a group and officers as a group,
(ii) the aggregate amount of premium, if any, paid by the individuals in each such group,
(iii) the total amount of insurance purchased for each such group, and
(iv) a summary of any deductibility or co-insurance clause or other provision in the insurance contract that exposes the corporation to liability in addition to the payment of the premiums;
(j) details of any action by a shareholder on behalf of the corporation;
(k) the name of each person who, to the knowledge of the directors or officers of the corporation, beneficially owns or exercises control or direction over shares carrying more than 10 per cent of the votes attached to shares of the corporation, the approximate number of the shares so owned, controlled or directed by each such person, and the percentage of voting shares of the corporation represented by the number of shares so owned, controlled or directed;
(l) if a change in the effective control of the corporation has occurred since the beginning of its last financial year, the name of the person who, to the knowledge of the directors or officers of the corporation, acquired control, the date and a description of the transaction in which control was acquired and the percentage of shares entitled to be voted now owned, controlled or directed by the person;
(m) the percentage of votes required for the approval of any matter that is to be submitted to a vote of shareholders at the meeting other than the election of directors or the appointment of an auditor;
(n) if a new auditor is proposed to be appointed, the name of the proposed auditor, or the name of each auditor appointed within the preceding five years, and the date on which each auditor was first appointed;
(o) if directors are to be elected, a statement of the right of any class of shareholders to elect a specified number of directors or to cumulate their votes and of any conditions precedent to the exercise thereof;
(p) if directors are to be elected, the following information in tabular form, so far as practicable, with respect to each person proposed to be nominated by management for election as a director and each director whose term of office will continue after the meeting:
(i) the name of each person, the time when his term of office or the term of office for which he is a proposed nominee will expire and all other major positions and offices with the corporation or any of its significant affiliates presently held by him, indicating which of the persons are proposed nominees for election as directors at the meeting,
(ii) the present principal occupation or employment of each such person, giving the name and principal business of any body corporate or other organization in which the occupation or employment is carried on and similar information as to all principal occupations or employments of each such person within the five preceding years, unless he is now a director and was elected to his present term of office by a vote of shareholders at a meeting the notice of which was accompanied by a proxy circular containing that information,
(iii) if any such person is or has been a director of the corporation, the period or periods during which he has so served,
(iv) the approximate number of shares of each class of shares of the corporation and of its holding body corporate beneficially owned or over which control or direction is exercised by each such person, and
(v) if more than 10 per cent of the votes attached to shares of any class of the corporation or of its holding body corporate are beneficially owned or subject to control or direction by any such person and his associates, the approximate number of each class of shares so owned, controlled or directed by the associates and the name of each associate;
(q) the details of any contract, arrangement or understanding between any proposed management nominee and any other person, except the directors and officers of the corporation acting solely in their capacity as such, pursuant to which the nominee is to be elected, including the name of the other person;
(r) if action is to be taken with respect to
(i) the election of directors,
(ii) any bonus, profit sharing or other plan of remuneration, contract or arrangement in which any director or officer of the corporation will participate,
(iii) any pension or retirement plan of the corporation in which any director or officer of the corporation will participate, or
(iv) the granting to any director or officer of the corporation of any option or right to purchase any securities other than rights issued rateably to all shareholders or to all shareholders resident in Canada,
a statement
(v) in Form 4 of the aggregate remuneration paid or payable by the corporation and by each of its subsidiaries in respect of the corporation’s last completed financial year,
(A) to the directors of the corporation in their capacity as directors of the corporation and any of its subsidiaries, and
(B) separately, to the officers of the corporation who received in their capacity as officers or employees of the corporation and any of its subsidiaries aggregate remuneration in excess of $40,000 in that year,
excluding any remuneration paid or payable to a partnership in which any person in receipt of such remuneration was a partner,
(vi) where practicable, of the estimated aggregate cost to the corporation and its subsidiaries in the last completed financial year of all benefits proposed to be paid under any pension or retirement plan upon retirement at normal retirement age to the persons referred to in subparagraph (v) as a group, and
(vii) where practicable, of the aggregate of all remuneration payments other than those referred to in subparagraphs (v) and (vi) made during the corporation’s last completed financial year and, as a separate amount, proposed to be made in the future by the corporation or any of its subsidiaries pursuant to an existing plan to the persons referred to in subparagraph (v), and for the purposes of this subparagraph,
(A) “plan” includes all plans, contracts, authorizations or arrangements, whether or not contained in any formal document or authorized by a resolution of the directors of the corporation or any of its subsidiaries but does not include the Canada Pension Plan or a similar government plan,
(B) “remuneration payments” include deferred compensation benefits, retirement benefits or other benefits, except those paid or to be paid under a pension or retirement plan of the corporation and any of its subsidiaries, and
(C) if it is impracticable to state the amount of proposed remuneration payments, the aggregate amount accrued to date in respect of such payments may be stated, with an explanation of the basis of future payments,
but information need not be included as to payments to be made for or benefits to be received from group life or accident insurance, group hospitalization or similar group benefits or payments;
(s) if action is to be taken with respect to any of the matters referred to in subparagraphs (r)(i) to (iv), a statement containing, in respect of options to purchase securities of the corporation or any of its subsidiaries that, since the commencement of the corporation’s last financial year, were granted to or exercised by the persons referred to in subparagraph (r)(v) as a group:
(i) where options were granted,
(A) the description and number of optioned securities of each class,
(B) the dates on which and the prices at which the options were granted, the expiry dates and other material provisions,
(C) the consideration received for the granting of the options, and
(D) where reasonably ascertainable, a summary showing the price range of the optioned securities in the 30 days preceding the date on which the options were granted or, if not reasonably ascertainable, a statement to that effect, and
(ii) where options were exercised,
(A) the description and number of securities of each class purchased,
(B) the purchase price, and
(C) where reasonably ascertainable, a summary showing the price range of the securities in the 30 days preceding the date of purchase or, if not reasonably ascertainable, a statement to that effect,
and for the purposes of this paragraph,
(iii) “options” includes rights other than rights issued rateably to all shareholders of the same class or to all shareholders of the same class resident in Canada, and
(iv) information on the option price of securities may be given
(A) in the form of price ranges for each calendar quarter during which options were granted or exercised, or
(B) if the price of the optioned securities is not fixed, by setting out the formula by which the price of the optioned securities will be fixed;
(t) if action is to be taken with respect to any of the matters referred to in subparagraphs (r)(i) to (iv), a statement in respect of
(i) each director and officer of the corporation,
(ii) each proposed management nominee for election as a director of the corporation, and
(iii) each associate of any director, officer or proposed management nominee
who is or has been indebted to the corporation or any of its subsidiaries at any time during the last completed financial year, of the largest aggregate amount of debt outstanding at any time since the beginning of the corporation’s last completed financial year, the nature of the debt, details of the transaction in which it was incurred, the amount presently outstanding and the rate of interest paid or charged thereon, but
(iv) an amount owing for purchases subject to usual trade terms, for ordinary travel and expense advances and for other transactions in the ordinary course of business may be omitted in determining the amount of debt, and
(v) information need not be furnished in respect of a person whose aggregate debt did not exceed $10,000 at any time during the period;
(u) the details including, where practicable, the approximate amount of any material interest of
(i) a director or officer of the corporation,
(ii) a proposed management nominee for election as a director of the corporation,
(iii) a shareholder required to be named by paragraph (k), and
(iv) an associate or affiliate of any of the foregoing persons
in any transaction since the beginning of the corporation’s last completed financial year or in any proposed transaction that has materially affected or will materially affect the corporation or any of its affiliates, but
(v) an interest arising from the ownership of securities of the corporation may be omitted unless the security holder receives a benefit or advantage not shared rateably by all holders of the same class of security or all holders of the same class of security who are resident in Canada,
(vi) any transaction or interest may be omitted where
(A) the rate or charges involved in the transaction are fixed by law or determined by competitive bids,
(B) the interest of the person in the transaction is solely that of a director of another body corporate that is a party to the transaction,
(C) the transaction involves services as a bank or other depository of funds, transfer agent, registrar, trustee under a trust indenture or other similar services, or
(D) the transaction does not involve remuneration for services, and
(I) the interest of the person results from the beneficial ownership of less than 10 per cent of any class of shares of another body corporate that is a party to the transaction,
(II) the transaction is in the ordinary course of business of the corporation or any of its affiliates, and
(III) the amount of the transaction or series of transactions is less than 10 per cent of the total sales or purchases, as the case may be, of the corporation and its affiliates for the last completed financial year, and
(vii) details of transactions not omitted under subparagraphs (v) and (vi) that involve remuneration paid, directly or indirectly, to any of the persons referred to in this paragraph for services in any capacity shall be included, unless the interest of the person arises solely from the beneficial ownership of less than 10 per cent of any class of shares of another body corporate furnishing the services to the corporation or its affiliates;
(v) details of each transaction referred to in paragraph (u), the name and address of each person whose interest in the transaction is disclosed and the nature of the relationship by reason of which the interest is required to be disclosed;
(w) where a transaction referred to in paragraph (u) involves the purchase or sale of assets by the corporation or any affiliate otherwise than in the ordinary course of business, the cost of the assets to the purchaser and the cost of the assets to the seller if acquired by the seller within two years prior to the transaction;
(x) details of a material underwriting discount or commission with respect to the sale of securities by the corporation where any person referred to in paragraph (u) has contracted or will contract with the corporation in respect of an underwriting or is an associate or affiliate of a person that has so contracted or will so contract;
(y) details of any material interest of
(i) each person who was a director or officer of the corporation at any time since the beginning of its last completed financial year,
(ii) each proposed management nominee for election as a director of the corporation, and
(iii) each associate of any of the foregoing persons
in any matter to be acted upon at the meeting other than the election of directors or the appointment of an auditor;
(z) if action is to be taken with respect to the authorization or issue of securities, except to exchange the securities for other securities of the corporation,
(i) the designation and number or amount of securities to be authorized or issued,
(ii) a description of the securities, but
(A) if the terms of securities to be authorized cannot be stated because no issue thereof is contemplated in the immediate future and if no further authorization by shareholders for their issue is to be obtained, a statement that the terms of the securities to be authorized, including dividend or interest rates, conversion prices, voting rights, redemption prices, maturity dates and other matters will be determined by the directors, and
(B) if the securities are shares of an existing class, the description required except for a statement of any preemptive rights may be omitted,
(iii) details of the transaction in which the securities are to be issued including the nature and approximate amount of the consideration received or to be received by the corporation, and the purpose for which the consideration has been or is to be used,
(iv) if it is impracticable to furnish the details required under subparagraph (iii), a statement of the reason why it is impracticable, the purpose of the authorization and whether shareholders’ approval for the issue of the securities will be sought, and
(v) if the securities are to be issued other than in a general public offering for money or other than rateably to all holders of the same class of securities or all holders of the same class of securities who are resident in Canada, the reasons for the proposed authorization or issue and its effect on the rights of present security holders;
(aa) if action is to be taken under sections 41.1, 51 or 52 of the Act to modify the rights, privileges, restrictions or conditions attached to any class of securities of the corporation or to authorize or issue securities in order to exchange them for other securities of the corporation,
(i) the designation and number or amount of outstanding securities that are to be modified, and, if securities are to be issued in exchange, the designation and number or amount of securities to be exchanged and the basis of the exchange,
(ii) details of material differences between the outstanding securities and the modified or new securities,
(iii) the reasons for the proposed modification or exchange and the general effect on the rights of existing security holders,
(iv) a brief statement of arrears in dividends or of defaults in principal or interest in respect of the outstanding securities that are to be modified or exchanged, and
(v) all other information material to the proposed modification or exchange;
(bb) if action is to be taken with respect to any plan for
(i) an amalgamation with another corporation other than a wholly-owned subsidiary,
(ii) a sale, lease or exchange of all or substantially all of the property of the corporation,
(iii) the liquidation or dissolution of the corporation,
the material features of the plan including the reasons for it and its general effect on the rights of existing security holders;
(cc) if action is to be taken with respect to a plan referred to in subparagraph (bb)(i), a statement containing, with respect to the corporation and the other body corporate,
(i) a brief description of the business,
(ii) the location and general character of the plants and other important physical properties,
(iii) a brief description of arrears in dividends or defaults in principal or interest in respect of securities of the corporation or body corporate and of the effect of the plan,
(iv) the existing and pro forma capitalization in tabular form,
(v) an historical summary of earnings in tabular form for each of the last five fiscal years including per share amounts of net earnings, dividends declared for each year and book value per share at the end of the most recent period,
(vi) a combined pro forma summary of earnings in tabular form for each of the last five fiscal years, indicating the aggregate and per share earnings for each such year and the pro forma book value per share at the end of the most recent period, but if the transaction will establish a new basis of accounting for the assets of the corporation or body corporate, the pro forma summary of earnings may be furnished only for the most recent fiscal year and interim period and shall reflect appropriate pro forma adjustments resulting from the new basis of accounting,
(vii) the high and low sale prices for each quarterly period within the previous two years for each class of securities of the corporation and of the other body corporate that is traded on a stock exchange and that will be materially affected by the plan, and
(viii) an introductory summary, not exceeding six pages in length, of the contents of the proxy circular that highlights the salient features of the transaction including a summary of the financial information, with appropriate cross-references to the more detailed information in the circular;
(dd) if action is to be taken with respect to a matter referred to in paragraph (bb), such financial statements of the corporation as would be required to be included in a prospectus under the laws of one of the jurisdictions referred to in paragraph 43(a);
(ee) if action is to be taken with respect to a matter referred to in paragraph (cc), such financial statements of the other body corporate as would be required to be included in a prospectus under the laws of one of the jurisdictions referred to in paragraph 43(a);
(ff) if action is to be taken with respect to any matter other than the approval of financial statements, the substance of each such matter or group of related matters, to the extent it has not been described pursuant to paragraph (a) to (ee), in sufficient detail to permit shareholders to form a reasoned judgment concerning the matter, and if any such matter is not required to be submitted to a vote of the shareholders, the reasons for so submitting it and the action intended to be taken by management in the event of a negative vote by the shareholders; and
(gg) a statement, signed by a director or officer of the corporation, that the contents and the sending of the circular have been approved by the directors.
- SOR/78-46, s. 5
- SOR/79-318, s. 1
34 A management proxy circular that is sent to the Department shall be accompanied by a statement signed by a director or officer that a copy of the circular has been sent to each director, each shareholder entitled to notice of the meeting to which the circular relates and to the auditor of the corporation.
Dissident’s Proxy Circular
35 For the purposes of section 36, dissident means any person, other than the management of the corporation or its affiliates and associates, by or on behalf of whom a solicitation is made, and includes a committee or group that solicits proxies, any member of the committee or group, and any person whether or not named as a member who, acting alone or with one or more other persons, directly or indirectly engages in organizing, directing or financing any such committee or group, except
(a) a person who contributes not more than $250 and who does not otherwise participate in the solicitation;
(b) a bank or other lending institution or a broker or dealer that, in the ordinary course of business, lends money or executes orders for the purchase or sale of shares and that does not otherwise participate in the solicitation;
(c) a person who is employed to solicit and whose activities are limited to the performance of his duties in the course of such employment;
(d) a person who only sends soliciting material or performs other ministerial or clerical duties;
(e) a person employed in the capacity of lawyer, accountant, advertiser, public relations or financial adviser, and whose activities are limited to the performance of his duties in the course of such employment; and
(f) an officer or director of, or a person employed by, a person by or on behalf of whom a solicitation is made if he does not directly participate in the solicitation.
Contents of Dissident’s Proxy Circular
36 A dissident’s proxy circular shall contain the following information:
(a) the name and address of the corporation to which the solicitation relates;
(b) the information required by paragraphs 33(a), (d) and (e);
(c) details of the identity and background of each dissident, including
(i) his name and business address,
(ii) his present principal occupation or employment and the name, principal business and address of any body corporate or other person in which the occupation or employment is carried on,
(iii) all material occupations, offices or employments during the preceding five years, with starting and ending dates of each and the name, principal business and address of the body corporate or other business organization in which each such occupation, office or employment was carried on,
(iv) whether he is or has been a dissident within the preceding 10 years and, if so, the body corporate involved, the principals and his relationship to them, the subject matter and the outcome of the solicitation, and
(v) convictions in criminal proceedings during the preceding 10 years for which a pardon has not been granted, other than in respect of violations for which the maximum penalty is a fine of not more than $5,000 or imprisonment for not more than six months, or both, and the date and nature of the conviction, the name and location of the court and the sentence imposed;
(d) the circumstances under which each dissident became involved in the solicitation and the nature and extent of his activities as a dissident;
(e) the information required by paragraphs 33(k), (l) and (m), if known to a dissident;
(f) details of the interest of each dissident in the securities of the corporation to which the solicitation relates, including
(i) the number of each class of shares of the corporation that he owns beneficially or over which he exercises control or direction,
(ii) the dates on which securities of the corporation were purchased or sold during the preceding two years, the amount purchased or sold on each date, and the price at which they were purchased or sold,
(iii) if any part of the purchase price or market value of any of the securities specified in subparagraph (ii) is represented by funds borrowed or otherwise obtained for the purpose of acquiring or holding the securities, the amount of the indebtedness as of the latest practicable date and a brief description of the transaction including the names of the parties, other than a bank, broker or dealer acting in the transaction in the ordinary course of business,
(iv) whether he is or was within the preceding year a party to a contract, arrangement or understanding with any person in respect of securities of the corporation, including joint ventures, loan or option arrangements, puts or calls, guarantees against loss or guarantees of profit, division of losses or profits or the giving or withholding of proxies and, if so, the names of the parties to, and the details of the contract, arrangement or understanding,
(v) the number of each class of shares of an affiliate of the corporation that he owns beneficially or over which he exercises control or direction, and
(vi) the number of each class of shares of the corporation that each associate of the dissident beneficially owns or exercises control or direction over and the name and address of each such associate;
(g) if directors are to be elected, information required by paragraphs 33(p), (q), (u) and (y) in respect of each proposed nominee for election as a director and his associates;
(h) the information required by paragraphs 33(u) and (y) in respect of each dissident and his associates; and
(i) details of any contract, arrangement or understanding, including the names of the parties, between a dissident or his associates and any person with respect to
(i) future employment by the corporation or any of its affiliates, or
(ii) future transactions to which the corporation or any of its affiliates will or may be a party.
- SOR/78-46, s. 6
- SOR/82-250, s. 1
37 If a dissident is a partnership, body corporate, association or other organization, the information required by paragraphs 36(c), (d), (f), (h) and (i) to be included in a dissident’s proxy circular shall be given in respect of each partner, officer and director of and each person who controls the dissident and who is himself not a dissident.
38 Information that is not known to a dissident and that cannot be reasonably ascertained by him may be omitted from a dissident’s proxy circular, but the circumstances that render the information unavailable shall be disclosed therein.
39 (1) A dissident’s proxy circular shall contain a statement, signed by a dissident or a person authorized by him, that the contents and the sending of the circular have been approved by the dissident.
(2) A dissident’s proxy circular that is sent to the Department pursuant to subsection 108.4(3) of the Act shall be accompanied by a statement signed by a dissident or a person authorized by him to the effect that
(a) the circular complies with these Regulations; and
(b) a copy of the circular has been sent to each director, each shareholder and to the auditor of the corporation.
Date of Proxy Circular Information
40 A proxy circular shall be dated as of a date not more than 30 days before the date on which it is first sent to a shareholder of the corporation and the information, other than financial statements, required to be contained in it shall be given as of the date of the circular.
Financial Statements in Proxy Circular
41 (1) Where financial statements accompany or form part of a management proxy circular, the statements shall be prepared in accordance with the recommendations of the Canadian Institute of Chartered Accountants set out in the C.I.C.A. Handbook.
(2) The financial statements referred to in subsection (1), if not reported upon by the auditor of the corporation, shall be accompanied by a report of the chief financial officer of the corporation stating that the financial statements have not been audited but have been prepared in accordance with subsection (1).
PART VTake-over Bids
Take-Over Bid Circular Under Subsection 135.6(2) of the Act
42 A take-over bid circular referred to in subsection 135.6(2) of the Act shall contain the following information:
(a) the identity and business background of the offeror;
(b) a statement of the withdrawal rights of the offerees under paragraph 135.2(c) of the Act and the date before which offerees who deposit their shares may exercise those rights;
(c) the date on which any other time period mentioned in the circular begins or ends;
(d) the details of the method and time of payment of the money or other consideration to be paid for the shares of the offeree corporation;
(e) where the obligation of the offeror to take up and pay for shares under a take-over bid is conditional upon a minimum number of shares being deposited, the details of the condition;
(f) the number, without duplication, and designation of any securities of the offeree corporation beneficially owned or over which control or direction is exercised by
(i) the offeror,
(ii) an associate or affiliate of the offeror,
(iii) each director and each officer of the offeror and their respective associates, and
(iv) any person known to the directors or officers of the offeror who beneficially owns or exercises control or direction over shares of the offeror carrying more than 10 per cent of the votes attached to shares of the offeror, or, if none are so owned, controlled or directed, a statement to that effect;
(g) where known to the offeror or the directors or officers of the offeror, the number and designation of any shares of the offeree corporation traded by a person referred to in paragraph (f) during the six months preceding the date of the take-over bid, including the purchase or sale price and the date of each transaction;
(h) details of any contract, arrangement or understanding, formal or informal, between the offeror and
(i) any shareholder of the offeree corporation with respect to the take-over bid, and
(ii) any person with respect to any shares of the offeree corporation in relation to the bid;
(i) where the shares of the offeree corporation are to be paid for wholly or partly in money, details of any arrangements that have been made by the offeror to ensure that the required funds are available to take up and pay for the shares of the offeree corporation deposited pursuant to the take-over bid;
(j) details of any contract or arrangement made or proposed to be made between the offeror and any of the directors or officers of the offeree corporation, including details of any payment of other benefit proposed to be made or given by way of compensation in respect of loss of office or in respect of their remaining in or retiring from office if the take-over bid is successful;
(k) details of any business relationship between the offeror and the offeree corporation that is material to either of them;
(l) if a purpose of the take-over bid is to acquire effective control of the business of the offeree corporation, any plans or proposals that the offeror has to liquidate the offeree corporation, to sell, lease or exchange all or substantially all its assets or to amalgamate it with any other body corporate, or to make any other major change in its business, corporate structure, management or personnel;
(m) if the offeror intends to purchase shares of the offeree corporation other than pursuant to the take-over bid, a statement of his intention to do so;
(n) if the offeror intends to invoke the right referred to in section 136 of the Act to acquire the shares of offerees who do not accept the take-over bid, a statement of that intention;
(o) where reasonably ascertainable, a summary showing, in reasonable detail for the six months preceding the date of the take-over bid, the volume of trading and price range of the shares sought to be acquired pursuant to the take-over bid;
(p) particulars of any information known to the offeror that indicates any material change in the financial position or prospects of the offeree corporation since the date of the most recent publicly filed interim or annual financial statements of the offeree corporation; and
(q) all other material facts known to the offeror.
Take-Over Bid Circular Under Section 135.92 of the Act
43 Where a take-over bid states that the consideration for the shares of the offeree corporation is to be, in whole or in part, securities of the offeror or any other body corporate, the take-over bid circular shall contain, in addition to the information required by section 42,
(a) the information required to be included in the take-over bid circular under the laws of
(i) Alberta,
(ii) British Columbia,
(iii) Manitoba,
(iv) Ontario,
(v) Quebec,
(vi) Saskatchewan, or
(vii) the United States if the bid is made in the United States;
(b) the financial statements of the offeror on a pro forma basis as of the date of the offeror’s financial statements giving effect to the take-over bid based on the information in the most recent publicly filed financial statements of the offeree corporation;
(c) a description of the financial statements of the offeree corporation relied upon and of the basis of preparation of the pro forma financial statements; and
(d) basic and fully diluted earnings per share figures based upon the pro forma financial statements.
44 A take-over bid circular referred to in section 43 shall contain an introductory summary of its contents, not exceeding six pages in length, that highlights the salient features of the take-over bid, including a summary of the financial information, with appropriate cross-references to the more detailed information in the circular.
Where Offeror Has Effective Control
45 (1) If an offeror exercises effective control over the offeree corporation when a take-over bid is made, the take-over bid circular, in addition to the information required by sections 42 to 44 may contain
(a) the information required to be included in a directors’ circular under section 50 that has not already been set out in that take-over bid circular; and
(b) a statement indicating whether the remuneration of the directors of the offeror and of the offeree corporation will be affected if the take-over bid is successful and, if so, details of the effect.
(2) A take-over bid circular that complies with the requirements of subsection (1) is the directors’ circular required by subsection 135.7(1) of the Act.
Statement of Directors’ Approval
46 Where the offeror is a body corporate, a take-over bid circular shall contain a statement, signed by one or more directors, that the contents and the sending of the circular have been approved by the directors of the offeror.
Experts’ Consent
47 Where a report, opinion or statement of a person referred to in section 135.8 of the Act is included in a take-over bid circular, his consent in writing shall be reproduced in the circular.
Certificate Required
48 A copy of a take-over bid circular sent to the Department pursuant to subsection 135.3(1) of the Act shall be accompanied by a certificate signed by the offeror or, if the offeror is a body corporate, by a certificate signed by a director, officer or agent of the offeror, certifying that a copy of the circular has been sent to each director and to each shareholder of the offeree corporation resident in Canada.
Amendment to Take-Over Bid
49 (1) Sections 42 to 48 apply to an amendment of the terms of a take-over bid circular but it is not necessary to repeat in an amendment to a take-over bid circular any information contained in the circular that continues to be accurate.
(2) An amendment to a take-over bid circular shall correct any material statement in the take-over bid circular that is discovered to be misleading or that has become misleading by reason of events subsequent to the date of the circular.
Contents of Directors’ Circular
50 A directors’ circular referred to in subsection 135.7(1) of the Act shall contain the following information:
(a) the number, without duplication and designation of any securities of the offeree corporation beneficially owned or over which control or direction is exercised
(i) by each director and each officer of the offeree corporation and their associates, and
(ii) where known to the directors or officers, by each person who beneficially owns or exercises control or direction over shares of the offeree corporation carrying more than 10 per cent of the votes attached to shares of the offeree corporation,
or, if none are so owned, controlled or directed, a statement to that effect;
(b) where the offeror is a body corporate the number, without duplication, and designation of any securities of the offeror beneficially owned or over which control or direction is exercised
(i) by each director and each officer of the offeree corporation and their associates, and
(ii) where known to the directors or officers, by each person who beneficially owns or exercises control or direction over shares of the offeree corporation carrying more than 10 per cent of the votes attached to shares of the offeree corporation,
or, if none are so owned, controlled or directed, a statement to that effect;
(c) where known to the directors or officers of the offeree corporation, the number and designation of any shares of the offeree corporation or of the offeror traded by a person referred to in paragraphs (a) or (b) during the six months preceding the date of the take-over bid, including the purchase or sale price and the date of each transaction;
(d) where the offeror is a body corporate, the number and designation of any securities of the offeror beneficially owned or over which control or direction is exercised by the offeree corporation;
(e) the number and designation of any shares of the offeree corporation or of the offeror traded by the offeree corporation during the six months preceding the date of the take-over bid, including the purchase or sale price, the date and the purpose of each such transaction;
(f) if the directors make a recommendation in relation to the take-over bid, a statement of the recommendation and the reasons therefor;
(g) whether
(i) a director or officer of the offeree corporation or an associate of such director or officer, or
(ii) where known to the directors or officers, any person who beneficially owns or exercises control or direction over shares of the offeree corporation carrying more than 10 per cent of the votes attached to shares of the offeree corporation,
has accepted or intends to accept the offer in respect of any shares of the offeree corporation;
(h) whether
(i) a director or officer of the offeree corporation or an associate of a director or officer, or
(ii) where known to the directors or officers, any person who beneficially owns or exercises control or direction over shares of the offeree corporation carrying more than 10 per cent of the votes attached to shares of the offeree corporation,
has any interest in any material contract to which the offeror is a party and, if so, details of the nature and extent of the interest;
(i) details of all service contracts of directors and officers of the offeree corporation or any of its affiliates with more than a 12-month period remaining or, if there are no such contracts, a statement of that fact;
(j) if a contract referred to in paragraph (i) has been entered into or amended within the six months preceding the date of the take-over bid, the details of the contract replaced or amended;
(k) details of any contract or arrangement made or proposed to be made between the offeror and any of the directors or officers of the offeree corporation, including details of any payment or other benefit proposed to be made or given by way of compensation in respect of loss of office or in respect of their remaining in or retiring from office if the take-over bid is successful;
(l) where known to the directors or officers of the offeree corporation, the details of any special contract, arrangement or understanding, formal or informal, made or proposed to be made between the offeror and any shareholder of the offeree corporation with respect to the take-over bid;
(m) where reasonably ascertainable, a summary showing, in reasonable detail for the six months preceding the date of the take-over bid, the volume of trading and the price range of the shares sought to be acquired pursuant to the take-over bid if such information is not disclosed in the take-over bid circular or if, in the opinion of the directors of the offeree corporation, such information is not adequately disclosed therein;
(n) financial statements of the offeree corporation prepared for public filing subsequent to the date of its most recent publicly filed financial statements and not previously sent to shareholders;
(o) where the information contained in the most recent financial statements of the offeree corporation is materially misleading because of events subsequent to its preparation, a statement of the material events necessary to correct any such misleading representations;
(p) details of any information known to any director or officer of the offeree corporation concerning any material change in the prospects of the offeree corporation since the date of the last financial statements of the offeree corporation;
(q) where a director or officer of the offeree corporation intends to purchase shares of the offeree corporation during the take-over bid or where he knows of the existence of such an intention on the part of any person, a statement of the intention and the purpose of such purchases, or if no such intention is known to exist, a statement to that effect;
(r) where a director of the offeree corporation disagrees with any statement in the directors’ circular and submits a statement indicating his opinion or disagreement and the reasons therefor, the statement submitted by the director;
(s) all other material facts known to the directors or officers of the offeree corporation.
Notice of Directors’ Circular
51 (1) It is not necessary to repeat in an amendment to a directors’ circular any information contained in the directors’ circular.
(2) An amendment to a directors’ circular shall correct any material statement in the directors’ circular that is discovered to be misleading or that has become misleading by reason of events subsequent to the date of the directors’ circular.
Report to Accompany Financial Statements
52 (1) Where financial statements accompany or form part of a directors’ circular, the statements shall be prepared in accordance with the recommendation of the Canadian Institute of Chartered Accountants set out in the C.I.C.A. Handbook.
(2) The financial statements referred to in subsection (1), if not reported upon by the auditor of the corporation, shall be accompanied by a report of the chief financial officer of the corporation stating that the financial statements have not been audited but have been prepared in accordance with subsection (1).
Statement of Directors’ Approval
53 A directors’ circular and a notice under subsection 51(1) shall contain a statement, signed by one or more directors, that the contents and the sending of the circular have been approved by the directors of the offeree corporation.
Experts’ Consent
54 Where a report, opinion or statement of a person referred to in section 135.8 of the Act is included in a directors’ circular, his consent in writing shall be reproduced in the circular.
Certificate Required
55 A copy of a directors’ circular sent to the Department pursuant to subsection 135.7(2) of the Act shall be accompanied by a certificate signed by the directors of the offeree corporation certifying that a copy of the circular has been sent to the offeror, to each director, and to each shareholder of the offeree corporation resident in Canada.
PART VIPrescribed Fee
56 (1) The fee payable in respect of an application for letters patent or supplementary letters patent, filing a document, issuing a certificate, making a return under the Act, or searching a file as permitted by the Act shall be the fee set out in Schedule II.
(2) No fee is payable
(a) on an application for supplementary letters patent issued under section 29 if the purpose of the change of name is to add an English or French version to a corporation’s name;
(b) on an application for the surrender of a charter under section 32.
(3) No fee is payable by a department or agency of the Government of Canada or the government of a province for a service described in items 3, 4, 5, 6, 8 and 10 of Schedule II.
- SOR/78-46, s. 7
SCHEDULE I(Sections 4, 4.1, 15, 29, 30, 31 and 33)
FORMS 1 TO 5
GRAPHIC IS NOT DISPLAYED, SEE C.R.C., C. 424, PP. 3026 TO 3039
CANADA CORPORATIONS ACTForm 6
STATUTORY DECLARATION(Section 111.1)
CANADA
Province of  | In re (name of Company) (List of shareholders under section 111.1 of the Canada Corporations Act.) |
| I, | ||
| (name) | (resident address) | (occupation) |
having been duly sworn make oath and say that:
(If the applicant is a body corporate, indicate the office and authority of the deponent, the name and address for service of the body corporate and word the declaration accordingly.)
1 I hereby apply for a list of the shareholders of the above named company.
2 The list of shareholders and the information contained therein will not be used for any purpose prohibited by section 111.1 of the Canada Corporations Act.
3 The list of shareholders and the information contained therein will not be used except in connection with
(a) an effort to influence the voting of shareholders of the corporation;
(b) an offer to acquire shares of the company; or
(c) any other matter relating to the affairs of the company.
Declared, etc.
- SOR/78-46, s. 8
SCHEDULE II(Section 56)
| 1 |
| $15.00 |
| 2.00 | |
| ||
| Cost plus 20% | |
| 2 | An application to the Minister for | |
|---|---|---|
| $200.00 | |
| 50.00 | |
| 50.00 | |
| 3 | On the issuance by the Minister of any certificate | 10.00 |
| 4 | On filing a summary under section 133 | 30.00 |
| 5 | For uncertified copies of or extract from documents supplied by the Minister under subsection 129(2), per document if in excess of nine (9) documents | 1.00 |
| 6 | Certified copies of or extract from documents supplied by the Minister under subsection 129(2) | 10.00 |
| 7 | On registering particulars of mortgages or charges under subsection 68(6) | 10.00 |
| 8 | On any search of the register under section 68 | 10.00 |
| 9 | On registering an order for the appointment of a receiver or receiver and manager under section 69 | 10.00 |
| 10 | On the inspection of documents under sections 100.1 and 108.4 | 10.00 |
Return to footnote *Note: All references are references to numbers of provisions of the Act.
- SOR/78-46, s. 9
- SOR/78-365, s. 1
- SOR/79-223, s. 1
- SOR/79-318, ss. 2, 3
- Date modified: