Canada Business Corporations Regulations, 2001 (SOR/2001-512)

Interpretation

1 In these Regulations, Act means the Canada Business Corporations Act.

• 2 (1) For the purpose of the definition distributing corporation in subsection 2(1) of the Act and subject to subsection (2), distributing corporation means

  • (a) a corporation that is a reporting issuer under any legislation that is set out in column 2 of an item of Schedule 1; or

  • (b) in the case of a corporation that is not a reporting issuer referred to in paragraph (a), a corporation

    • (i) that has filed a prospectus or registration statement under provincial legislation or under the laws of a jurisdiction outside Canada,

    • (ii) any of the securities of which are listed and posted for trading on a stock exchange in or outside Canada, or

    • (iii) that is involved in, formed for, resulting from or continued after an amalgamation, a reorganization, an arrangement or a statutory procedure, if one of the participating bodies corporate is a corporation to which subparagraph (i) or (ii) applies.

• (2) A corporation that is subject to an exemption under provincial securities legislation, or to an order of the relevant provincial securities regulator that provides that the corporation is not a reporting issuer for the purposes of the applicable legislation, is not a distributing corporation for the purpose of the definition of that expression in subsection (1).

• 3 (1) For the purpose of the definition going-private transaction in subsection 2(1) of the Act, going-private transaction means an amalgamation, arrangement, consolidation or other transaction involving a distributing corporation, other than an acquisition of shares under section 206 of the Act, that results in the interest of a holder of participating securities of the corporation being terminated without the consent of the holder and without the substitution of an interest of equivalent value in participating securities of the corporation or of a body corporate that succeeds to the business of the corporation, which participating securities have rights and privileges that are equal to or greater than the affected participating securities.

• (2) For the purpose of subsection (1), participating securities means securities of a body corporate that give the holder of the securities a right to share in the earnings of the body corporate and after the liquidation, dissolution or winding up of the body corporate, a right to share in its assets.

PART 1General

4 [Repealed, SOR/2010-128, s. 3]

• 5 (1) [Repealed, SOR/2022-40, s. 3]

• (2) [Repealed, SOR/2010-128, s. 4]

Electronic Documents

6 For the purpose of section 252.2 of the Act, the prescribed notices, documents or other information are the notices, documents or other information referred to in sections 48 to 81 of the Act.

• 7 (1) For the purpose of paragraph 252.3(2)(a) of the Act, the consent shall be in writing.

• (2) For the purpose of paragraph 252.3(2)(b) of the Act, a notice, document or other information that is not required under the Act to be sent to a specific place may be sent as an electronic document to a place other than to an information system designated by the addressee under paragraph 252.3(2)(a) of the Act by posting it on or making it available through a generally accessible electronic source, such as a website, and by providing the addressee with notice in writing of the availability and location of that electronic document.

• (3) [Repealed, SOR/2010-128, s. 5]

8 For the purposes of subsection 252.3(3) of the Act, an addressee shall revoke his or her consent in writing.

9 For the purpose of paragraphs 252.4(b) and 252.5(2)(b) of the Act, when a notice, document or other information is provided to several addressees, the notice, document or other information shall be provided to the addressees concurrently, regardless of the manner of provision.

10 An electronic document is considered to have been provided when it leaves an information system within the control of the originator or another person who provided the document on the originator’s behalf.

11 An electronic document is considered to have been received

• (a) if the document is provided to the information system designated by the addressee, when it enters that information system; or

• (b) if the document is posted on or made available through a generally accessible electronic source, when the notice of the availability and location of the electronic document referred to in section 7 is received by the addressee or, if the notice is sent electronically, when the notice enters the information system designated by the addressee.

12 [Repealed, SOR/2010-128, s. 6]

Resident Canadian Class of Persons Prescribed

13 For the purpose of paragraph (b) of the definition resident Canadian in subsection 2(1) of the Act, the following classes of persons are prescribed:

• (a) persons who are full-time employees of the Government of Canada or of a province, of an agency of any of those governments or of a federal or provincial Crown corporation, if the principal reason for their residence outside Canada is to act as employees;

• (b) persons who are full-time employees, if the principal reason for their residence outside Canada is to act as employees, of a body corporate

  • (i) of which more than 50% of the voting shares is beneficially owned, or over which control or direction is exercised, by resident Canadians,

  • (ii) a majority of the directors of which are resident Canadians, or

  • (iii) that is a subsidiary of a body corporate described in subparagraph (i) or (ii);

• (c) persons who are full-time students at a university or other educational institution recognized by the educational authorities of a majority of the provinces of Canada and who have been resident outside Canada for fewer than 10 consecutive years;

• (d) persons who are full-time employees of an international association or organization of which Canada is a member; and

• (e) persons who were, at the time of reaching their 60th birthday, ordinarily resident in Canada and who have been resident outside Canada for fewer than 10 consecutive years.

Exemption Circumstances Prescribed

14 For the purpose of section 258.2 of the Act, the prescribed circumstances are that the exemption does not prejudice any of the shareholders or the public interest.

Keeping and Producing Documents

14.1 For the purpose of subsection 225(1) of the Act, the prescribed period is six years beginning on the day on which the corporation is dissolved.

• 15 (1) For the purpose of subsection 267(3) of the Act, the prescribed documents and classes of documents are

  • (a) a notice of registered office referred to in subsection 19(2) of the Act;

  • (b) a notice of change of address referred to in subsection 19(4) of the Act;

  • (c) a notice of directors referred to in subsection 106(1) of the Act;

  • (d) a notice of change referred to in subsection 113(1) of the Act; and

  • (e) letters patent and supplementary letters patent.

• (2) For the purpose of subsection 267(3) of the Act, the prescribed periods are

  • (a) in respect of a proxy circular referred to in subsection 150(1) of the Act, a document containing the information referred to in subsection 72.2(4) of these Regulations and an application for exemption referred to in section 88 of these Regulations, six years beginning on the day on which the document is received by the Director;

  • (b) in respect of a copy of the documents sent under subsection 160(1) of the Act, three years beginning on the day on which the copy is received by the Director;

  • (c) in respect of a document evidencing the satisfaction of the Director for the purpose of subsection 188(1) of the Act, two years beginning on the day on which the document is issued by the Director; and

  • (d) in respect of an annual return referred to in section 263 of the Act, two years beginning on the day on which the document is received by the Director.

Business Sectors

16 For the purpose of subsection 105(3.1) of the Act, the prescribed business sectors are

• (a) uranium mining;

• (b) book publishing or distribution;

• (c) book sales, where the sale of books is the primary part of the corporation’s business; and

• (d) film or video distribution.

PART 2Corporate Names

Interpretation

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

  corporate name

  corporate name[Repealed, SOR/2022-40, s. 5]

  deceptively misdescriptive

  deceptively misdescriptive means, in respect of a corporate name, that the name is likely to mislead the public, in any language, with respect to any of the following:

  • (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 the goods or services; and

  • (c) the place of origin of the goods or services. (fausse et trompeuse)

  distinctive

  distinctive, in relation to a trade-name, considered as a whole and by its separate elements, means a trade-name that distinguishes the business in association with which it is used or intended to be used by its owner from any other business or that is adapted to so distinguish them. (distinctive)

  official mark

  official mark means an official mark referred to in subparagraph 9(1)(n)(iii) of the Trademarks Act. (marque officielle)

  trademark

  trademark means a trademark as defined in section 2 of the Trademarks Act. (marque de commerce)

  trade-name

  trade-name means a name that has been reserved by the Director under subsection 11(1) of the Act, or the name under which a business is carried on, or intended to be carried on, whether it is a corporate name or the name of a body corporate, trust, partnership, sole proprietorship or individual. (dénomination commerciale)

  use

  use means the actual use by a person that carries on business in Canada or elsewhere. (emploi)

• (2) For greater certainty, this Part applies to the corporate name of an amalgamated corporation.