An Act to amend the Canada Business Corporations Act and the Canada Cooperatives Act and to amend other Acts in consequence (S.C. 2001, c. 14)
Full Document:
Assented to 2001-06-14
71. The portion of subsection 152(3) of the Act before paragraph (a) is replaced by the following:
Marginal note:Show of hands
(3) Despite subsections (1) and (2), if the chairperson of a meeting of shareholders declares to the meeting that, if a ballot is conducted, the total number of votes attached to shares represented at the meeting by proxy required to be voted against what to the knowledge of the chairperson will be the decision of the meeting in relation to any matter or group of matters is less than five per cent of all the votes that might be cast by shareholders personally or through proxy at the meeting on the ballot, unless a shareholder or proxyholder demands a ballot,
72. Section 153 of the Act is replaced by the following:
Marginal note:Duty of intermediary
153. (1) Shares of a corporation 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 notice of the meeting, financial statements, management proxy circular, dissident’s proxy circular and any other documents other than the form of proxy sent to shareholders by or on behalf of any person for use in connection with the meeting, sends a copy of the document to the beneficial owner and, except when the intermediary has received written voting instructions from the beneficial owner, a written request for such instructions.
Marginal note:Restriction on voting
(2) An intermediary, or a proxyholder appointed by an intermediary, may not vote shares that the intermediary does not beneficially own and that are registered in the name of the intermediary or in the name of a nominee of the intermediary unless the intermediary or proxyholder, as the case may be, receives written voting instructions from the beneficial owner.
Marginal note:Copies
(3) A person by or on behalf of whom a solicitation is made shall provide, at the request of an intermediary, without delay, to the intermediary at the person’s expense the necessary number of copies of the documents referred to in subsection (1), other than copies of the document requesting voting instructions.
Marginal note:Instructions to intermediary
(4) An intermediary shall vote or appoint a proxyholder to vote any shares referred to in subsection (1) in accordance with any written voting instructions received from the beneficial owner.
Marginal note:Beneficial owner as proxyholder
(5) If a beneficial owner so requests and provides an intermediary with appropriate documentation, the intermediary must appoint the beneficial owner or a nominee of the beneficial owner as proxyholder.
Marginal note:Validity
(6) The failure of an intermediary to comply with this section does not render void any meeting of shareholders or any action taken at the meeting.
Marginal note:Limitation
(7) Nothing in this section gives an intermediary the right to vote shares that the intermediary is otherwise prohibited from voting.
Marginal note:Offence
(8) An intermediary who knowingly fails to comply with this section is guilty of an offence and liable on summary conviction to a fine not exceeding five thousand dollars or to imprisonment for a term not exceeding six months or to both.
Marginal note:Officers, etc., of bodies corporate
(9) If an intermediary that is a body corporate commits an offence under subsection (8), any director or officer of the body corporate who knowingly authorized, permitted or acquiesced in the commission of the offence is a party to and guilty of the offence and is liable on summary conviction to a fine not exceeding five thousand dollars or to imprisonment for a term not exceeding six months or to both, whether or not the body corporate has been prosecuted or convicted.
73. The heading before section 155 of the French version of the Act is replaced by the following:
PRÉSENTATION DE RENSEIGNEMENTS D’ORDRE FINANCIER
74. Section 156 of the Act is replaced by the following:
Marginal note:Exemption
156. The Director may, on application of a corporation, authorize the corporation to omit from its financial statements any item prescribed, or to dispense with the publication of any particular financial statement prescribed, and the Director may, if the Director reasonably believes that disclosure of the information contained in the statements would be detrimental to the corporation, permit the omission on any reasonable conditions that the Director thinks fit.
75. Subsection 157(2) of the Act is replaced by the following:
Marginal note:Examination
(2) Shareholders of a corporation and their personal representatives may on request examine the statements referred to in subsection (1) during the usual business hours of the corporation and may make extracts free of charge.
76. Subsection 158(1) of the Act is replaced by the following:
Marginal note:Approval of financial statements
158. (1) The directors of a corporation shall approve the financial statements referred to in section 155 and the approval shall be evidenced by the manual signature of one or more directors or a facsimile of the signatures reproduced in the statements.
Marginal note:1994, c. 24, s. 17
77. Section 160 of the Act is replaced by the following:
Marginal note:Copies to Director
160. (1) A distributing corporation, any of the issued securities of which remain outstanding and are held by more than one person, shall send a copy of the documents referred to in section 155 to the Director
(a) not less than twenty-one days before each annual meeting of shareholders, or without delay after a resolution referred to in paragraph 142(1)(b) is signed; and
(b) in any event within fifteen months after the last preceding annual meeting should have been held or a resolution in lieu of the meeting should have been signed, but no later than six months after the end of the corporation’s preceding financial year.
Marginal note:Subsidiary corporation exemption
(2) A subsidiary corporation is not required to comply with this section if
(a) the financial statements of its holding corporation are in consolidated or combined form and include the accounts of the subsidiary; and
(b) the consolidated or combined financial statements of the holding corporation are included in the documents sent to the Director by the holding corporation in compliance with this section.
Marginal note:Offence
(3) A corporation that fails to comply with this section is guilty of an offence and is liable on summary conviction to a fine not exceeding five thousand dollars.
78. (1) Section 161 of the Act is amended by adding the following after subsection (2):
Marginal note:Business partners
(2.1) For the purposes of subsection (2), a person’s business partner includes a shareholder of that person.
(2) Subsection 161(5) of the French version of the Act is replaced by the following:
Marginal note:Dispense
(5) Le tribunal, s’il est convaincu de ne pas causer un préjudice injustifié aux actionnaires, peut, à la demande de tout intéressé, dispenser, même rétroactivement, le vérificateur de l’application du présent article, aux conditions qu’il estime indiquées.
79. Subsection 163(1) of the Act is replaced by the following:
Marginal note:Dispensing with auditor
163. (1) The shareholders of a corporation that is not a distributing corporation may resolve not to appoint an auditor.
80. Subsection 168(6) of the Act is replaced by the following:
Marginal note:Other statements
(5.1) In the case of a proposed replacement of an auditor, whether through removal or at the end of the auditor’s term, the following rules apply with respect to other statements:
(a) the corporation shall make a statement on the reasons for the proposed replacement; and
(b) the proposed replacement auditor may make a statement in which he or she comments on the reasons referred to in paragraph (a).
Marginal note:Circulating statement
(6) The corporation shall send a copy of the statements referred to in subsections (5) and (5.1) without delay to every shareholder entitled to receive notice of a meeting referred to in subsection (1) and to the Director, unless the statement is included in or attached to a management proxy circular required by section 150.
81. Section 170 of the Act is amended by adding the following after subsection (2):
Marginal note:No civil liability
(3) A person who in good faith makes an oral or written communication under subsection (1) or (2) is not liable in any civil proceeding arising from having made the communication.
82. Subsection 171(2) of the Act is replaced by the following:
Marginal note:Exemption
(2) The Director may, on the application of a corporation, authorize the corporation to dispense with an audit committee, and the Director may, if satisfied that the shareholders will not be prejudiced, permit the corporation to dispense with an audit committee on any reasonable conditions that the Director thinks fit.
83. (1) Paragraph 173(1)(b) of the Act is replaced by the following:
(b) change the province in which its registered office is situated;
(2) Paragraph 173(1)(c) of the French version of the Act is replaced by the following:
c) d’ajouter, de modifier ou de supprimer toute restriction quant à ses activités commerciales;
84. (1) The portion of subsection 174(1) of the Act before paragraph (a) is replaced by the following:
Marginal note:Constraints on shares
174. (1) Subject to sections 176 and 177, a distributing corporation, any of the issued shares of which remain outstanding and are held by more than one person, may by special resolution amend its articles in accordance with the regulations to constrain
Marginal note:1991, c. 47, s. 722(2)
(2) Paragraph 174(1)(d) of the Act is replaced by the following:
(d) the issue, transfer or ownership of shares of any class or series in order to assist the corporation to comply with any prescribed law.
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