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
85. Subsection 177(1) of the Act is replaced by the following:
Marginal note:Delivery of articles
177. (1) Subject to any revocation under subsection 173(2) or 174(5), after an amendment has been adopted under section 173, 174 or 176 articles of amendment in the form that the Director fixes shall be sent to the Director.
86. (1) Subsection 180(1) of the English version of the Act is replaced by the following:
Marginal note:Restated articles
180. (1) The directors may at any time, and shall when reasonably so directed by the Director, restate the articles of incorporation.
(2) Subsection 180(2) of the Act is replaced by the following:
Marginal note:Delivery of articles
(2) Restated articles of incorporation in the form that the Director fixes shall be sent to the Director.
87. Subsections 183(3) and (4) of the Act are replaced by the following:
Marginal note:Right to vote
(3) Each share of an amalgamating corporation carries the right to vote in respect of an amalgamation agreement whether or not it otherwise carries the right to vote.
Marginal note:Class vote
(4) The holders of shares of a class or series of shares of each amalgamating corporation are entitled to vote separately as a class or series in respect of an amalgamation agreement if the amalgamation agreement contains a provision that, if contained in a proposed amendment to the articles, would entitle such holders to vote as a class or series under section 176.
Marginal note:1994, c. 24, s. 20
88. (1) Subparagraph 184(1)(b)(ii) of the Act is replaced by the following:
(ii) except as may be prescribed, the articles of amalgamation shall be the same as the articles of the amalgamating holding corporation, and
(2) Subparagraph 184(2)(b)(ii) of the Act is replaced by the following:
(ii) except as may be prescribed, the articles of amalgamation shall be the same as the articles of the amalgamating subsidiary corporation whose shares are not cancelled, and
89. Subsection 185(1) of the Act is replaced by the following:
Marginal note:Sending of articles
185. (1) Subject to subsection 183(6), after an amalgamation has been adopted under section 183 or approved under section 184, articles of amalgamation in the form that the Director fixes shall be sent to the Director together with the documents required by sections 19 and 106.
Marginal note:1994, c. 24, s. 21
90. Subsection 186.1(4) of the Act is replaced by the following:
Marginal note:Notice deemed to be articles
(4) For the purposes of section 262, a notice referred to in subsection (3) is deemed to be articles that are in the form that the Director fixes.
91. (1) Subsection 187(3) of the Act is replaced by the following:
Marginal note:Articles of continuance
(3) Articles of continuance in the form that the Director fixes shall be sent to the Director together with the documents required by sections 19 and 106.
(2) Subsection 187(11) of the French version of the Act is replaced by the following:
Marginal note:Autorisation des mentions relatives à la valeur nominale ou au pair
(11) Au cas où le directeur, saisi par une personne morale, décide qu’il est pratiquement impossible de supprimer la référence aux actions à valeur nominale ou au pair d’une catégorie ou d’une série que celle-ci était autorisée à émettre avant sa prorogation en vertu de la présente loi, il peut, par dérogation au paragraphe 24(1), l’autoriser à maintenir, dans ses statuts, la désignation de ces actions, même non encore émises, comme actions à valeur nominale ou au pair.
Marginal note:1994, c. 24, s. 22; 1998, c. 1, s. 381
92. (1) Subsections 188(1) to (2.1) of the Act are replaced by the following:
Marginal note:Continuance — other jurisdictions
188. (1) Subject to subsection (10), a corporation may apply to the appropriate official or public body of another jurisdiction requesting that the corporation be continued as if it had been incorporated under the laws of that other jurisdiction if the corporation
(a) is authorized by the shareholders in accordance with this section to make the application; and
(b) establishes to the satisfaction of the Director that its proposed continuance in the other jurisdiction will not adversely affect creditors or shareholders of the corporation.
Marginal note:Continuance — other federal Acts
(2) A corporation that is authorized by the shareholders in accordance with this section may apply to the appropriate Minister for its continuance under the Bank Act, the Canada Cooperatives Act, the Insurance Companies Act or the Trust and Loan Companies Act.
(2) Subsection 188(8) of the Act is replaced by the following:
Marginal note:Notice deemed to be articles
(8) For the purposes of section 262, a notice referred to in subsection (7) is deemed to be articles that are in the form that the Director fixes.
93. (1) The portion of subsection 189(1) of the Act before paragraph (a) is replaced by the following:
Marginal note:Borrowing powers
189. (1) Unless the articles or by-laws of or a unanimous shareholder agreement relating to a corporation otherwise provide, the directors of a corporation may, without authorization of the shareholders,
(2) Paragraphs 189(1)(b) and (c) of the Act are replaced by the following:
(b) issue, reissue, sell, pledge or hypothecate debt obligations of the corporation;
(c) give a guarantee on behalf of the corporation to secure performance of an obligation of any person; and
94. (1) Paragraph 190(1)(b) of the French version of the Act is replaced by the following:
b) de modifier ses statuts, conformément à l’article 173, afin d’ajouter, de modifier ou de supprimer toute restriction à ses activités commerciales;
(2) Subsection 190(1) of the Act is amended by striking out the word “or” at the end of paragraph (d), by adding the word “or” at the end of paragraph (e) and by adding the following after paragraph (e):
(f) carry out a going-private transaction or a squeeze-out transaction.
(3) Section 190 of the Act is amended by adding the following after subsection (2):
Marginal note:If one class of shares
(2.1) The right to dissent described in subsection (2) applies even if there is only one class of shares.
95. Subsection 191(4) of the Act is replaced by the following:
Marginal note:Articles of reorganization
(4) After an order referred to in subsection (1) has been made, articles of reorganization in the form that the Director fixes shall be sent to the Director together with the documents required by sections 19 and 113, if applicable.
96. (1) Paragraph 192(1)(f) of the Act is replaced by the following:
(f) an exchange of securities of a corporation for property, money or other securities of the corporation or property, money or securities of another body corporate;
(f.1) a going-private transaction or a squeeze-out transaction in relation to a corporation;
(2) Subsection 192(3) of the French version of the Act is replaced by the following:
Marginal note:Demande d’approbation au tribunal
(3) Lorsqu’il est pratiquement impossible pour la société qui n’est pas insolvable d’opérer, en vertu d’une autre disposition de la présente loi, une modification de structure équivalente à un arrangement, elle peut demander au tribunal d’approuver, par ordonnance, l’arrangement qu’elle propose.
(3) Subsection 192(6) of the Act is replaced by the following:
Marginal note:Articles of arrangement
(6) After an order referred to in paragraph (4)(e) has been made, articles of arrangement in the form that the Director fixes shall be sent to the Director together with the documents required by sections 19 and 113, if applicable.
97. The heading before section 193 and sections 193 to 205 of the Act are replaced by the following:
GOING-PRIVATE TRANSACTIONS AND SQUEEZE-OUT TRANSACTIONS
Marginal note:Going-private transactions
193. A corporation may carry out a going-private transaction. However, if there are any applicable provincial securities laws, a corporation may not carry out a going-private transaction unless the corporation complies with those laws.
Marginal note:Squeeze-out transactions
194. A corporation may not carry out a squeeze-out transaction unless, in addition to any approval by holders of shares required by or under this Act or the articles of the corporation, the transaction is approved by ordinary resolution of the holders of each class of shares that are affected by the transaction, voting separately, whether or not the shares otherwise carry the right to vote. However, the following do not have the right to vote on the resolution:
(a) affiliates of the corporation; and
(b) holders of shares that would, following the squeeze-out transaction, be entitled to consideration of greater value or to superior rights or privileges than those available to other holders of shares of the same class.
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