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
116. Paragraph 239(2)(a) of the Act is replaced by the following:
(a) the complainant has given notice to the directors of the corporation or its subsidiary of the complainant’s intention to apply to the court under subsection (1) not less than fourteen days before bringing the application, or as otherwise ordered by the court, if the directors of the corporation or its subsidiary do not bring, diligently prosecute or defend or discontinue the action;
117. (1) The portion of subsection 241(2) of the French version of the Act before paragraph (a) is replaced by the following:
Marginal note:Motifs
(2) Le tribunal saisi d’une demande visée au paragraphe (1) peut, par ordonnance, redresser la situation provoquée par la société ou l’une des personnes morales de son groupe qui, à son avis, abuse des droits des détenteurs de valeurs mobilières, créanciers, administrateurs ou dirigeants, ou, se montre injuste à leur égard en leur portant préjudice ou en ne tenant pas compte de leurs intérêts :
(2) Paragraph 241(2)(b) of the French version of the Act is replaced by the following:
b) soit par la façon dont elle conduit ses activités commerciales ou ses affaires internes;
118. Subsection 242(3) of the French version of the Act is replaced by the following:
Marginal note:Absence de cautionnement
(3) Les plaignants ne sont pas tenus de fournir de cautionnement pour les frais des demandes, actions ou interventions visées à la présente partie.
Marginal note:1999, c. 31, s. 65
119. Section 246 of the Act is replaced by the following:
Marginal note:Appeal from Director’s decision
246. A person who feels aggrieved by a decision of the Director referred to in any of paragraphs (a) to (g) may apply to a court for an order, including an order requiring the Director to change the decision
(a) to refuse to file in the form submitted any articles or other document required by this Act to be filed;
(b) to give a name, to change or revoke a name, or to refuse to reserve, accept, change or revoke a name under section 12;
(c) to grant, or to refuse to grant, an exemption that may be granted under this Act and the regulations;
(d) to refuse under subsection 187(11) to permit a continued reference to shares having a nominal or par value;
(e) to refuse to issue a certificate of discontinuance under section 188 or a certificate attesting that as of a certain date the corporation exists under subsection 263.1(2);
(f) to issue, or to refuse to issue, a certificate of revival under section 209, or the decision with respect to the terms for revival imposed by the Director;
(f.1) to correct, or to refuse to correct, articles, a notice, a certificate or other document under section 265;
(f.2) to cancel, or to refuse to cancel, the articles and related certificate under section 265.1; or
(g) to dissolve a corporation under section 212.
Marginal note:The Court may make any order it thinks fit.
120. Section 249 of the Act is replaced by the following:
Marginal note:Appeal of final order
249. (1) An appeal lies to the court of appeal of a province from any final order made by a court of that province under this Act.
Marginal note:Appeal with leave
(2) An appeal lies to the court of appeal of a province from any order other than a final order made by a court of that province, only with leave of the court of appeal in accordance with the rules applicable to that court.
121. The Act is amended by adding the following after section 252:
PART XX.1DOCUMENTS IN ELECTRONIC OR OTHER FORM
Marginal note:Definitions
252.1 The definitions in this section apply in this Part.
“electronic document”
« document électronique »
“electronic document” means, except in section 252.6, any form of representation of information or of concepts fixed in any medium in or by electronic, optical or other similar means and that can be read or perceived by a person or by any means.
“information system”
« système d’information »
“information system” means a system used to generate, send, receive, store, or otherwise process an electronic document.
Marginal note:Application
252.2 This Part does not apply to a notice, document or other information sent to or issued by the Director pursuant to this Act or to any prescribed notice, document or other information.
Marginal note:Use not mandatory
252.3 (1) Nothing in this Act or the regulations requires a person to create or provide an electronic document.
Marginal note:Consent and other requirements
(2) Despite anything in this Part, a requirement under this Act or the regulations to provide a person with a notice, document or other information is not satisfied by the provision of an electronic document unless
(a) the addressee has consented, in the manner prescribed, and has designated an information system for the receipt of the electronic document; and
(b) the electronic document is provided to the designated information system, unless otherwise prescribed.
Marginal note:Revocation of consent
(3) An addressee may revoke the consent referred to in paragraph (2)(a) in the manner prescribed.
Marginal note:Creation and provision of information
252.4 A requirement under this Act or the regulations that a notice, document or other information be created or provided, is satisfied by the creation or provision of an electronic document if
(a) the by-laws or the articles of the corporation do not provide otherwise; and
(b) the regulations, if any, have been complied with.
Marginal note:Creation of information in writing
252.5 (1) A requirement under this Act or the regulations that a notice, document or other information be created in writing is satisfied by the creation of an electronic document if, in addition to the conditions in section 252.4,
(a) the information in the electronic document is accessible so as to be usable for subsequent reference; and
(b) the regulations pertaining to this subsection, if any, have been complied with.
Marginal note:Provision of information in writing
(2) A requirement under this Act or the regulations that a notice, document or other information be provided in writing is satisfied by the provision of an electronic document if, in addition to the conditions set out in section 252.4,
(a) the information in the electronic document is accessible by the addressee and capable of being retained by the addressee, so as to be usable for subsequent reference; and
(b) the regulations pertaining to this subsection, if any, have been complied with.
Marginal note:Copies
(3) A requirement under this Act or the regulations for one or more copies of a document to be provided to a single addressee at the same time is satisfied by the provision of a single version of the electronic document.
Marginal note:Registered mail
(4) A requirement under this Act or the regulations to provide a document by registered mail is not satisfied by the sending of an electronic document unless prescribed.
Marginal note:Statutory declarations and affidavits
252.6 (1) A statutory declaration or an affidavit required under this Act or the regulations may be created or provided in an electronic document if
(a) the person who makes the statutory declaration or affidavit signs it with his or her secure electronic signature;
(b) the authorized person before whom the statutory declaration or affidavit is made signs it with his or her secure electronic signature; and
(c) the requirements of sections 252.3 to 252.5 are complied with.
Marginal note:Definitions
(2) For the purposes of this section, “electronic document” and “secure electronic signature” have the same meaning as in subsection 31(1) of the Personal Information Protection and Electronic Documents Act.
Marginal note:Clarification
(3) For the purpose of complying with paragraph (1)(c), the references to an “electronic document” in sections 252.3 to 252.5 are to be read as references to an “electronic document” as defined in subsection 31(1) of the Personal Information Protection and Electronic Documents Act.
Marginal note:Signatures
252.7 A requirement under this Act or the regulations for a signature or for a document to be executed, except with respect to a statutory declaration or an affidavit, is satisfied if, in relation to an electronic document, the prescribed requirements pertaining to this section, if any, are met and if the signature results from the application by a person of a technology or a process that permits the following to be proven:
(a) the signature resulting from the use by a person of the technology or process is unique to the person;
(b) the technology or process is used by a person to incorporate, attach or associate the person’s signature to the electronic document; and
(c) the technology or process can be used to identify the person using the technology or process.
122. Subsection 253(4) of the Act is replaced by the following:
Marginal note:Undelivered notices
(4) If a corporation sends a notice or document to a shareholder in accordance with subsection (1) and the notice or document is returned on two consecutive occasions because the shareholder cannot be found, the corporation is not required to send any further notices or documents to the shareholder until the shareholder informs the corporation in writing of the shareholder’s new address.
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