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
131. Subsection 267(3) of the Act is replaced by the following:
Marginal note:Retention of records
(3) The Director is not required to produce any document, other than a certificate and attached articles or statement filed under section 262, after the expiration of the prescribed period.
Marginal note:1994, c. 24, s. 31
132. Subsection 267.1 of the Act is replaced by the following:
Marginal note:Form of publication
267.1 Information or notices required by this Act to be summarized in a publication generally available to the public or published by the Director may be made available to the public or published by any system of mechanical or electronic data processing or by any other information storage device that is capable of reproducing any required information or notice in intelligible form within a reasonable time.
Marginal note:1991, c. 45, s. 556, c. 46, s. 597, c. 47, s. 724(2); 1992, c. 1, s. 160(F)
133. (1) Subsection 268(6) of the Act is replaced by the following:
Marginal note:Discretionary continuance
(6) The Governor in Council may, by order, require that a body corporate incorporated by or under an Act of Parliament to which Part I or II of the Canada Corporations Act, chapter C-32 of the Revised Statutes of Canada, 1970, does not apply, apply for a certificate of continuance under section 187 within such period as may be prescribed except for the following:
(a) a bank;
(b) a company or society to which the Insurance Companies Act applies; and
(c) a company to which the Trust and Loan Companies Act applies.
Marginal note:1994, c. 24, s. 32
(2) Subsection 268(7) of the English version of the Act is replaced by the following:
Marginal note:Discretionary continuance — Canada Corporations Act
(7) A body corporate to which Part IV of the Canada Corporations Act, chapter C-32 of the Revised Statutes of Canada, 1970, applies, other than a body corporate that carries on a business referred to in paragraph (6)(b) or (c), may apply for a certificate of continuance under section 187.
Marginal note:1996, c. 10, s. 213
(3) Subsection 268(11) of the English version of the Act is replaced by the following:
Marginal note:Exception for railway companies
(11) A body corporate that is incorporated by or under a Special Act, as defined in section 87 of the Canada Transportation Act, may apply for a certificate of continuance under section 187.
Marginal note:Replacement of “appartenance” with “droit de propriété”
134. The French version of the Act is amended by replacing the word “appartenance” with the words “droit de propriété”, with the modifications that the circumstances require, in the following provisions:
(a) paragraph 6(1)(d);
(b) paragraph 173(1)(n);
(c) paragraph 174(1)(c);
(d) subsections 174(2), (3) and (4);
(e) subsection 174(6);
(f) paragraph 176(1)(h);
(g) subsection 176(3); and
(h) paragraph 190(1)(a).
Marginal note:Technical amendments
135. The English version of the Act is amended as set out in the schedule.
Marginal note:Review of Canada Business Corporations Act
136. A committee of the Senate, of the House of Commons or of both Houses of Parliament that is designated or established for the purpose shall, within five years after the coming into force of this section, and within every ten years thereafter, undertake a review of the provisions and operations of the Canada Business Corporations Act, and shall, within a reasonable period thereafter, cause to be laid before each House of Parliament a report thereon.
1998, c. 1CANADA COOPERATIVES ACT
137. (1) The definitions “distributing cooperative”, “member loan”, “person” and “security” in subsection 2(1) of the Canada Cooperatives Act are replaced by the following:
“distributing cooperative”
« coopérative ayant fait appel au public »
“distributing cooperative” means, subject to subsections 4(4) and (5), a distributing cooperative as defined in the regulations.
“member loan”
« prêt de membre »
“member loan” means a loan required by the cooperative from its members as a condition of membership or to continue membership in the cooperative, and, for the purpose of Parts 8, 16, 17, 18.1 and 19 and subsection 163(2), a member loan is deemed to be a membership share issued at par value.
“person”
« personne »
“person” means an individual or an entity, and includes a personal representative.
“security”
« valeur mobilière »
“security” includes an investment share, a debt obligation of a cooperative and a certificate evidencing such a share or debt obligation and, for the purposes of section 173 and Parts 18.1 and 19, includes a membership share.
(2) Subsection 2(1) of the Act is amended by adding the following in alphabetical order:
“personal representative”
« représentant personnel »
“personal representative” means a person who stands in place of and represents another person including, but not limited to, a trustee, an executor, an administrator, a receiver, an agent, a liquidator of a succession, a guardian, a tutor, a curator, a mandatary or an attorney.
(3) Subsection 2(3) of the Act is replaced by the following:
Marginal note:Minors
(3) For the purposes of this Act, the word “minor” has the same meaning as in the applicable provincial law and, in the absence of any such law, has the same meaning as the word “child” in the United Nations Convention on the Rights of the Child, adopted in the United Nations General Assembly on November 20, 1989.
138. Subsections 4(4) to (6) of the Act are replaced by the following:
Marginal note:Exemptions — on application by cooperative
(4) On the application of a cooperative, the Director may determine that the cooperative is not or was not a distributing cooperative if the Director is satisfied that the determination would not be prejudicial to the public interest.
Marginal note:Exemptions — classes of cooperatives
(5) The Director may determine that a class of cooperatives are not or were not distributing cooperatives if the Director is satisfied that the determination would not be prejudicial to the public interest.
139. Subsection 8(1) of the Act is replaced by the following:
Marginal note:Incorporators
8. (1) An application for incorporation of a cooperative may be made by a minimum of three persons, or by one or more cooperative entities, who intend to be members of the cooperative.
140. Subsection 12(1) of the Act is amended by striking out the word “and” at the end of paragraph (b), by adding the word “and” at the end of paragraph (c) and by adding the following after paragraph (c):
(d) a notice that is required to be given under subsection 30(2) or 81(1) indicates that the cooperative, if it came into existence, would be in compliance with the Act.
141. (1) Subparagraphs 15(2)(a)(i) and (ii) of the Act are replaced by the following:
(i) the designation of the classes or regional groups of members, if any, who may be represented by delegates,
(ii) the procedure for altering classes or regional groups of members, if applicable, and
(2) Paragraph 15(2)(b) of the Act is replaced by the following:
(b) the division of members into classes or regional groups and, if so,
(i) the qualifications for membership in each class or regional group,
(ii) the conditions precedent to membership in each class or regional group,
(iii) the method, time and manner of withdrawing from a class or regional group or transferring membership from one class or regional group to another and any applicable conditions on a transfer, and
(iv) the conditions on which membership in a class or regional group ends;
142. Paragraph 16(b) of the Act is replaced by the following:
(b) contained undertakings by every member and the successors, assigns and personal representatives of every member to observe all the provisions of the articles and by-laws.
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