Canada Business Corporations Act (R.S.C., 1985, c. C-44)

Short Title

Marginal note:Short title

1 This Act may be cited as the Canada Business Corporations Act.

PART IInterpretation and Application

Interpretation

Marginal note:Definitions

• 2 (1) In this Act,

  affairs

  affairs means the relationships among a corporation, its affiliates and the shareholders, directors and officers of such bodies corporate but does not include the business carried on by such bodies corporate; (affaires internes)

  affiliate

  affiliate means an affiliated body corporate within the meaning of subsection (2); (groupe)

  articles

  articles means the original or restated articles of incorporation, articles of amendment, articles of amalgamation, articles of continuance, articles of reorganization, articles of arrangement, articles of dissolution, articles of revival and includes any amendments thereto; (statuts)

  associate

  associate, in respect of a relationship with a person, means

  • (a) a body corporate of which that person beneficially owns or controls, directly or indirectly, shares or securities currently convertible into shares carrying more than ten per cent of the voting rights under all circumstances or by reason of the occurrence of an event that has occurred and is continuing, or a currently exercisable option or right to purchase such shares or such convertible securities,

  • (b) a partner of that person acting on behalf of the partnership of which they are partners,

  • (c) a trust or estate or succession in which that person has a substantial beneficial interest or in respect of which that person serves as a trustee or liquidator of the succession or in a similar capacity,

  • (d) a spouse of that person or an individual who is cohabiting with that person in a conjugal relationship, having so cohabited for a period of at least one year,

  • (e) a child of that person or of the spouse or individual referred to in paragraph (d), and

  • (f) a relative of that person or of the spouse or individual referred to in paragraph (d), if that relative has the same residence as that person; (liens)

  auditor

  auditor includes a partnership of auditors or an auditor that is incorporated; (vérificateur)

  beneficial interest

  beneficial interest means an interest arising out of the beneficial ownership of securities; (véritable propriétaire et propriété effective)

  beneficial ownership

  beneficial ownership includes ownership through any trustee, legal representative, agent or mandatary, or other intermediary; (véritable propriétaire et propriété effective)

  body corporate

  body corporate includes a company or other body corporate wherever or however incorporated; (personne morale)

  call

  call means an option transferable by delivery to demand delivery of a specified number or amount of securities at a fixed price within a specified time but does not include an option or right to acquire securities of the corporation that granted the option or right to acquire; (option d’achat)

  corporation

  corporation means a body corporate incorporated or continued under this Act and not discontinued under this Act; (société par actions ou société)

  court

  court means

  • (a) in the Province of Newfoundland and Labrador, the Trial Division of the Supreme Court of the Province,

  • (a.1) in the Province of Ontario, the Superior Court of Justice,

  • (b) in the Provinces of Nova Scotia, British Columbia and Prince Edward Island, the Supreme Court of the Province,

  • (c) in the Provinces of Manitoba, Saskatchewan, Alberta and New Brunswick, the Court of Queen’s Bench for the Province,

  • (d) in the Province of Quebec, the Superior Court of the Province, and

  • (e) the Supreme Court of Yukon, the Supreme Court of the Northwest Territories and the Nunavut Court of Justice; (tribunal)

  court of appeal

  court of appeal means the court to which an appeal lies from an order of a court; (Cour d’appel)

  debt obligation

  debt obligation means a bond, debenture, note or other evidence of indebtedness or guarantee of a corporation, whether secured or unsecured; (titre de créance)

  Director

  Director means the Director appointed under section 260; (directeur)

  director

  director means a person occupying the position of director by whatever name called and directors and board of directors includes a single director; (administrateur et conseil d’administration)

  distributing corporation

  distributing corporation means, subject to subsections (6) and (7), a distributing corporation as defined in the regulations; (société ayant fait appel au public)

  entity

  entity means a body corporate, a partnership, a trust, a joint venture or an unincorporated association or organization; (entité)

  going-private transaction

  going-private transaction means a going-private transaction as defined in the regulations; (opération de fermeture)

  incapable

  incapable, in respect of an individual, means that the individual is found, under the laws of a province, to be unable, other than by reason of minority, to manage their property or is declared to be incapable by any court in a jurisdiction outside Canada; (incapable)

  incorporator

  incorporator means a person who signs articles of incorporation; (fondateur)

  individual

  individual means a natural person; (particulier)

  liability

  liability includes a debt of a corporation arising under section 40, subsection 190(25) and paragraphs 241(3)(f) and (g); (passif)

  mandatary

  mandatary, in Quebec, includes a successor; (mandataire)

  Minister

  Minister means such member of the Queen’s Privy Council for Canada as is designated by the Governor in Council as the Minister for the purposes of this Act; (ministre)

  officer

  officer means an individual appointed as an officer under section 121, the chairperson of the board of directors, the president, a vice-president, the secretary, the treasurer, the comptroller, the general counsel, the general manager, a managing director, of a corporation, or any other individual who performs functions for a corporation similar to those normally performed by an individual occupying any of those offices; (dirigeant)

  ordinary resolution

  ordinary resolution means a resolution passed by a majority of the votes cast by the shareholders who voted in respect of that resolution; (résolution ordinaire)

  person

  person means an individual, partnership, association, body corporate, or personal representative; (personne)

  personal representative

  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 liquidator of a succession, an administrator of the property of others, a guardian or tutor, a curator, a receiver or sequestrator, an agent or mandatary or an attorney; (représentant personnel)

  prescribed

  prescribed means prescribed by the regulations; (prescrit ou réglementaire)

  prior legislation

  prior legislation means the various Acts of Parliament that were in force prior to the coming into force of this Act and that applied to the incorporation of federal companies under those Acts, other than any financial institution as defined in section 2 of the Bank Act; (législation antérieure)

  put

  put means an option transferable by delivery to deliver a specified number or amount of securities at a fixed price within a specified time; (option de vente)

  redeemable share

  redeemable share means a share issued by a corporation

  • (a) that the corporation may purchase or redeem on the demand of the corporation, or

  • (b) that the corporation is required by its articles to purchase or redeem at a specified time or on the demand of a shareholder; (action rachetable)

  resident Canadian

  resident Canadian means an individual who is

  • (a) a Canadian citizen ordinarily resident in Canada,

  • (b) a Canadian citizen not ordinarily resident in Canada who is a member of a prescribed class of persons, or

  • (c) a permanent resident within the meaning of subsection 2(1) of the Immigration and Refugee Protection Act and ordinarily resident in Canada, except a permanent resident who has been ordinarily resident in Canada for more than one year after the time at which he or she first became eligible to apply for Canadian citizenship; (résident canadien)

  security

  security means a share of any class or series of shares or a debt obligation of a corporation and includes a certificate evidencing such a share or debt obligation; (valeur mobilière)

  security interest

  security interest means an interest or right in or charge on property of a corporation to secure payment of a debt or performance of any other obligation of the corporation; (sûreté)

  send

  send includes deliver; (envoyer)

  series

  series, in relation to shares, means a division of a class of shares; (série)

  special resolution

  special resolution means a resolution passed by a majority of not less than two-thirds of the votes cast by the shareholders who voted in respect of that resolution or signed by all the shareholders entitled to vote on that resolution; (résolution spéciale)

  squeeze-out transaction

  squeeze-out transaction means a transaction by a corporation that is not a distributing corporation that would require an amendment to its articles and would, directly or indirectly, result in the interest of a holder of shares of a class of the corporation being terminated without the consent of the holder, and without substituting an interest of equivalent value in shares issued by the corporation, which shares have equal or greater rights and privileges than the shares of the affected class; (opération d’éviction)

  unanimous shareholder agreement

  unanimous shareholder agreement means an agreement described in subsection 146(1) or a declaration of a shareholder described in subsection 146(2). (convention unanime des actionnaires)

• Marginal note:Affiliated bodies corporate

  (2) For the purposes of this Act,

  • (a) one body corporate is affiliated with another body corporate if one of them is the subsidiary of the other or both are subsidiaries of the same body corporate or each of them is controlled by the same person; and

  • (b) if two bodies corporate are affiliated with the same body corporate at the same time, they are deemed to be affiliated with each other.

• Marginal note:Control

  (3) For the purposes of this Act, a body corporate is controlled by a person or by two or more bodies corporate if

  • (a) securities of the body corporate to which are attached more than fifty per cent of the votes that may be cast to elect directors of the body corporate are held, other than by way of security only, by or for the benefit of that person or by or for the benefit of those bodies corporate; and

  • (b) the votes attached to those securities are sufficient, if exercised, to elect a majority of the directors of the body corporate.

• Marginal note:Holding body corporate

  (4) A body corporate is the holding body corporate of another if that other body corporate is its subsidiary.

• Marginal note:Subsidiary body corporate

  (5) A body corporate is a subsidiary of another body corporate if

  • (a) it is controlled by

    • (i) that other body corporate,

    • (ii) that other body corporate and one or more bodies corporate each of which is controlled by that other body corporate, or

    • (iii) two or more bodies corporate each of which is controlled by that other body corporate; or

  • (b) it is a subsidiary of a body corporate that is a subsidiary of that other body corporate.

• Marginal note:Exemptions — on application by corporation

  (6) On the application of a corporation, the Director may determine that the corporation is not or was not a distributing corporation if the Director is satisfied that the determination would not be prejudicial to the public interest.

• Marginal note:Exemptions — classes of corporations

  (7) The Director may determine that a class of corporations are not or were not distributing corporations if the Director is satisfied that the determination would not be prejudicial to the public interest.

• Marginal note:Infants

  (8) For the purposes of this Act, the word infant 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.