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
8. Section 18 of the Act is replaced by the following:
Marginal note:Authority of directors, officers and agents
18. (1) No corporation and no guarantor of an obligation of a corporation may assert against a person dealing with the corporation or against a person who acquired rights from the corporation that
(a) the articles, by-laws and any unanimous shareholder agreement have not been complied with;
(b) the persons named in the most recent notice sent to the Director under section 106 or 113 are not the directors of the corporation;
(c) the place named in the most recent notice sent to the Director under section 19 is not the registered office of the corporation;
(d) a person held out by a corporation as a director, an officer or an agent of the corporation has not been duly appointed or has no authority to exercise the powers and perform the duties that are customary in the business of the corporation or usual for a director, officer or agent;
(e) a document issued by any director, officer or agent of a corporation with actual or usual authority to issue the document is not valid or not genuine; or
(f) a sale, lease or exchange of property referred to in subsection 189(3) was not authorized.
Marginal note:Exception
(2) Subsection (1) does not apply in respect of a person who has, or ought to have, knowledge of a situation described in that subsection by virtue of their relationship to the corporation.
9. Section 19 of the Act is replaced by the following:
Marginal note:Registered office
19. (1) A corporation shall at all times have a registered office in the province in Canada specified in its articles.
Marginal note:Notice of registered office
(2) A notice of registered office in the form that the Director fixes shall be sent to the Director together with any articles that designate or change the province where the registered office of the corporation is located.
Marginal note:Change of address
(3) The directors of a corporation may change the place and address of the registered office within the province specified in the articles.
Marginal note:Notice of change of address
(4) A corporation shall send to the Director, within fifteen days of any change of address of its registered office, a notice in the form that the Director fixes and the Director shall file it.
10. Subsection 20(5) of the Act is replaced by the following:
Marginal note:Records in Canada
(5) If accounting records of a corporation are kept outside Canada, accounting records adequate to enable the directors to ascertain the financial position of the corporation with reasonable accuracy on a quarterly basis shall be kept at the registered office or any other place in Canada designated by the directors.
Marginal note:When records or registers kept outside Canada
(5.1) Despite subsections (1) and (5), but subject to the Income Tax Act, the Excise Tax Act, the Customs Act and any other Act administered by the Minister of National Revenue, a corporation may keep all or any of its corporate records and accounting records referred to in subsection (1) or (2) at a place outside Canada, if
(a) the records are available for inspection, by means of a computer terminal or other technology, during regular office hours at the registered office or any other place in Canada designated by the directors; and
(b) the corporation provides the technical assistance to facilitate an inspection referred to in paragraph (a).
11. (1) Subsection 21(1) of the Act is replaced by the following:
Marginal note:Access to corporate records
21. (1) Subject to subsection (1.1), shareholders and creditors of a corporation, their personal representatives and the Director may examine the records described in subsection 20(1) during the usual business hours of the corporation, and may take extracts from the records, free of charge, and, if the corporation is a distributing corporation, any other person may do so on payment of a reasonable fee.
Marginal note:Requirement for affidavit — securities register
(1.1) Any person described in subsection (1) who wishes to examine the securities register of a distributing corporation must first make a request to the corporation or its agent, accompanied by an affidavit referred to in subsection (7). On receipt of the affidavit, the corporation or its agent shall allow the applicant access to the securities register during the corporation’s usual business hours, and, on payment of a reasonable fee, provide the applicant with an extract from the securities register.
(2) Subsection 21(3) of the Act is replaced by the following:
Marginal note:Shareholder lists
(3) Shareholders and creditors of a corporation, their personal representatives, the Director and, if the corporation is a distributing corporation, any other person, on payment of a reasonable fee and on sending to a corporation or its agent the affidavit referred to in subsection (7), may on application require the corporation or its agent to furnish within ten days after the receipt of the affidavit a list (in this section referred to as the “basic list”) made up to a date not more than ten days before the date of receipt of the affidavit setting out the names of the shareholders of the corporation, the number of shares owned by each shareholder and the address of each shareholder as shown on the records of the corporation.
(3) Subsection 21(7) of the Act is replaced by the following:
Marginal note:Contents of affidavit
(7) The affidavit required under subsection (1.1) or (3) shall state
(a) the name and address of the applicant;
(b) the name and address for service of the body corporate, if the applicant is a body corporate; and
(c) that the basic list and any supplemental lists obtained pursuant to subsection (4) or the information contained in the securities register obtained pursuant to subsection (1.1), as the case may be, will not be used except as permitted under subsection (9).
(4) Subsection 21(8) of the French version of the Act is replaced by the following:
Marginal note:Cas où le requérant est une personne morale
(8) La personne morale requérante fait établir l’affidavit par un de ses administrateurs ou dirigeants.
(5) Subsection 21(9) of the Act is replaced by the following:
Marginal note:Use of information or shareholder list
(9) A list of shareholders or information from a securities register obtained under this section shall not be used by any person except in connection with
(a) an effort to influence the voting of shareholders of the corporation;
(b) an offer to acquire securities of the corporation; or
(c) any other matter relating to the affairs of the corporation.
12. Section 23 of the Act is replaced by the following:
Marginal note:Corporate seal
23. (1) A corporation may, but need not, adopt a corporate seal, and may change a corporate seal that is adopted.
Marginal note:Validity of unsealed documents
(2) A document executed on behalf of a corporation is not invalid merely because a corporate seal is not affixed to it.
13. Subsection 25(5) of the Act is replaced by the following:
Definition of “property”
(5) For the purposes of this section, “property” does not include a promissory note, or a promise to pay, that is made by a person to whom a share is issued, or a person who does not deal at arm’s length, within the meaning of that expression in the Income Tax Act, with a person to whom a share is issued.
14. (1) Subsection 26(3) of the Act is replaced by the following:
Marginal note:Exception for non-arm’s length transactions
(3) Despite subsection (2), a corporation may, subject to subsection (4), add to the stated capital accounts maintained for the shares of classes or series the whole or any part of the amount of the consideration that it receives in an exchange if the corporation issues shares
(a) in exchange for
(i) property of a person who immediately before the exchange did not deal with the corporation at arm’s length within the meaning of that expression in the Income Tax Act,
(ii) shares of, or another interest in, a body corporate that immediately before the exchange, or that because of the exchange, did not deal with the corporation at arm’s length within the meaning of that expression in the Income Tax Act, or
(iii) property of a person who, immediately before the exchange, dealt with the corporation at arm’s length within the meaning of that expression in the Income Tax Act, if the person, the corporation and all the holders of shares in the class or series of shares so issued consent to the exchange; or
(b) pursuant to an agreement referred to in subsection 182(1) or an arrangement referred to in paragraph 192(1)(b) or (c) or to shareholders of an amalgamating body corporate who receive the shares in addition to or instead of securities of the amalgamated body corporate.
(2) Subsection 26(9) of the Act is replaced by the following:
Marginal note:Transitional
(9) For the purposes of subsection 34(2), sections 38 and 42, and paragraph 185(2)(a), when a body corporate is continued under this Act its stated capital is deemed to include the amount that would have been included in stated capital if the body corporate had been incorporated under this Act.
(3) Subsection 26(12) of the Act is replaced by the following:
Definition of “open-end mutual fund”
(12) For the purposes of this section, “open-end mutual fund” means a distributing corporation that carries on only the business of investing the consideration it receives for the shares it issues, and all or substantially all of those shares are redeemable on the demand of a shareholder.
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