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

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

R.S., 1985, c. C-44, s. 1
1994, c. 24, s. 1(F)

PART I Interpretation and Application

Interpretation

Marginal note: Definitions

2 (1) In this Act, 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 ) means an affiliated body corporate within the meaning of subsection (2); ( groupe ) 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 ) , 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 )
includes a partnership of auditors or an auditor that is incorporated; ( vérificateur )

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

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

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

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 )

means a body corporate incorporated or continued under this Act and not discontinued under this Act; ( société par actions ou société )
- (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 )
means the court to which an appeal lies from an order of a court; ( Cour d’appel )

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

means the Director appointed under section 260; ( directeur )

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

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

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

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

, 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 )

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

means a natural person; ( particulier )

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

, in Quebec, includes a successor; ( mandataire )

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 )

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 )

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

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

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 )

means prescribed by the regulations; ( prescrit ou réglementaire )

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 as defined in section 2 of the Bank Act ; ( législation antérieure )

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 )

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 )
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 )
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 )

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 )

includes deliver; ( envoyer )

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

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 )

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 )

means an agreement described in subsection 146(1) or a declaration of a shareholder described in subsection 146(2). ( convention unanime des actionnaires )
- (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.
- (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.
- (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
  - R.S., 1985, c. C-44, s. 2
  - R.S., 1985, c. 27 (2nd Supp.), s. 10
  - 1990, c. 17, s. 6
  - 1992, c. 51, s. 30
  - 1994, c. 24, s. 2
  - 1998, c. 30, ss. 13(F), 15(E)
  - 1999, c. 3, s. 16
  - 2000, c. 12, s. 27
  - 2001, c. 14, ss. 1, 135(E), c. 27, s. 209
  - 2002, c. 7, s. 88(E)
  - 2011, c. 21, s. 13
  - 2015, c. 3, s. 12
  - 2018, c. 8, s. 1
  Marginal note: Individual with significant control
  - 2.1 (1) For the purposes of this Act, any of the following individuals is an individual with significant control over a corporation:
    - (a) an individual who has any of the following interests or rights, or any combination of them, in respect of a significant number of shares of the corporation:
      - (i) the individual is the registered holder of them,
      - (ii) the individual is the beneficial owner of them, or
      - (iii) the individual has direct or indirect control or direction over them;
      - (a) an interest or right, or a combination of interests or rights, referred to in paragraph (1)(a) is held jointly by those individuals; or
      - (b) a right, or combination of rights, referred to in paragraph (1)(a) is subject to any agreement or arrangement under which the right or rights are to be exercised jointly or in concert by those individuals.
      - (a) any number of shares that carry 25% or more of the voting rights attached to all of the corporation’s outstanding voting shares; or
      - (b) any number of shares that is equal to 25% or more of all of the corporation’s outstanding shares measured by fair market value.
      Application
      
      Marginal note: Application of Act
      - 3 (1) This Act applies to every corporation incorporated and every body corporate continued as a corporation under this Act that has not been discontinued under this Act.
      - (2) [Repealed, 1991, c. 45, s. 551]
      - Marginal note: Certain Acts do not apply (3) The following do not apply to a corporation:
        
        (a) [Repealed, 2009, c. 23, s. 344]
        
        (a.1) the Canada Not-for-profit Corporations Act ;
        
        (b) the Winding-up and Restructuring Act ; and
        
        (c) the provisions of a Special Act, as defined in section 87 of the Canada Transportation Act , that are inconsistent with this Act.
        
        (a) a bank;
        
        (a.1) an association to which the Cooperative Credit Associations Act applies;
        
        (b) a company or society to which the Insurance Companies Act applies; or
        
        (c) a company to which the Trust and Loan Companies Act applies.
        
        R.S., 1985, c. C-44, s. 3
        
        1991, c. 45, s. 551, c. 46, s. 595, c. 47, s. 719
        
        1992, c. 1, s. 142
        
        1994, c. 24, s. 3
        
        1996, c. 6, s. 167, c. 10, s. 212
        
        1999, c. 31, s. 63
        
        2001, c. 14, s. 2(F)
        
        2007, c. 6, s. 399
        
        2009, c. 23, ss. 309, 344
        
        Purposes of Act
        
        Marginal note: Purposes
        
        4 The purposes of this Act are to revise and reform the law applicable to business corporations incorporated to carry on business throughout Canada, to advance the cause of uniformity of business corporation law in Canada and to provide a means of allowing an orderly transferance of certain federal companies incorporated under various Acts of Parliament to this Act.
        
        1974-75-76, c. 33, s. 4
        
        1978-79, c. 9, s. 1(F)
        
        PART II Incorporation
        
        Marginal note: Incorporators
        
        5 (1) One or more individuals or bodies corporate may incorporate a corporation by signing articles of incorporation and complying with section 7.
        
        Marginal note: Individuals (2) An individual may incorporate a corporation only if that individual
        
        (a) is not less than 18 years of age;
        
        (b) is not incapable; or
        
        (c) does not have the status of bankrupt.
        
        R.S., 1985, c. C-44, s. 5
        
        2018, c. 8, s. 2
        
        Marginal note: Articles of incorporation
        
        6 (1) Articles of incorporation shall follow the form that the Director fixes and shall set out, in respect of the proposed corporation,
        
        (a) the name of the corporation;
        
        (b) the province in Canada where the registered office is to be situated;
        
        (c) the classes and any maximum number of shares that the corporation is authorized to issue, and
        
        (i) if there will be two or more classes of shares, the rights, privileges, restrictions and conditions attaching to each class of shares, and
        
        (ii) if a class of shares may be issued in series, the authority given to the directors to fix the number of shares in, and to determine the designation of, and the rights, privileges, restrictions and conditions attaching to, the shares of each series;
        
        R.S., 1985, c. C-44, s. 6
        
        1994, c. 24, s. 4(F)
        
        2001, c. 14, ss. 3, 134(F)
        
        Marginal note: Delivery of articles of incorporation
        
        7 An incorporator shall send to the Director articles of incorporation and the documents required by sections 19 and 106.
        
        1974-75-76, c. 33, s. 7
        
        1978-79, c. 9, s. 1(F)
        
        Marginal note: Certificate of incorporation
        
        8 (1) Subject to subsection (2), on receipt of articles of incorporation, the Director shall issue a certificate of incorporation in accordance with section 262.
        
        Marginal note: Exception — failure to comply with Act (2) The Director may refuse to issue the certificate if a notice that is required to be sent under subsection 19(2) or 106(1) indicates that the corporation, if it came into existence, would not be in compliance with this Act.
        
        R.S., 1985, c. C-44, s. 8
        
        2001, c. 14, s. 4
        
        Marginal note: Effect of certificate
        
        9 A corporation comes into existence on the date shown in the certificate of incorporation.
        
        1974-75-76, c. 33, s. 9
        
        1978-79, c. 9, s. 1(F)
        
        Marginal note: Name of corporation
        
        10 (1) The word or expression “Limited”, “Limitée”, “Incorporated”, “Incorporée”, “Corporation” or “Société par actions de régime fédéral” or the corresponding abbreviation “Ltd.”, “Ltée”, “Inc.”, “Corp.” or “S.A.R.F.” shall be part, other than only in a figurative or descriptive sense, of the name of every corporation, but a corporation may use and be legally designated by either the full or the corresponding abbreviated form.
        
        Marginal note: Saving for “S.C.C.” (1.1) Subsection (1) does not apply to a corporation that has a corporate name that, immediately before the day on which this subsection comes into force, included, other than only in a figurative or descriptive sense, the expression “Société commerciale canadienne” or the abbreviation “S.C.C.”, and any such corporation may use and be legally designated by either that expression or that abbreviation.
        
        Marginal note: Exemption (2) The Director may exempt a body corporate continued as a corporation under this Act from the provisions of subsection (1).
        
        Marginal note: Alternate name (3) Subject to subsection 12(1), the name of a corporation may be set out in its articles in an English form, a French form, an English form and a French form, or a combined English and French form, so long as the combined form meets the prescribed criteria. The corporation may use and may be legally designated by any such form.
        
        Marginal note: Alternative name outside Canada (4) Subject to subsection 12(1), a corporation may, for use outside Canada, set out its name in its articles in any language form and it may use and may be legally designated by any such form outside Canada.
        
        Marginal note: Publication of name (5) A corporation shall set out its name in legible characters in all contracts, invoices, negotiable instruments and orders for goods or services issued or made by or on behalf of the corporation.
        
        Marginal note: Other name (6) Subject to subsections (5) and 12(1), a corporation may carry on business under or identify itself by a name other than its corporate name if that other name does not contain, other than in a figurative or descriptive sense, either the word or expression “Limited”, “Limitée”, “Incorporated”, “Incorporée”, “Corporation” or “Société par actions de régime fédéral” or the corresponding abbreviation.
        
        R.S., 1985, c. C-44, s. 10
        
        1992, c. 1, s. 53
        
        1994, c. 24, s. 5
        
        2001, c. 14, s. 5
        
        Marginal note: Reserving name
        
        11 (1) The Director may, on request, reserve for a prescribed period a name for an intended corporation or for a corporation that intends to change its name.
        
        Marginal note: Designating number (2) If requested to do so by the incorporators or a corporation, the Director shall assign to the corporation as its name a designating number followed by the word “Canada” and a word or expression, or the corresponding abbreviation, referred to in subsection 10(1).
        
        R.S., 1985, c. C-44, s. 11
        
        1994, c. 24, s. 6
        
        2018, c. 8, s. 3
        
        Marginal note: Prohibited names
        
        12 (1) A corporation shall not be incorporated or continued as a corporation under this Act with, change its name to, or have, carry on business under or identify itself by a name that is prohibited by the regulations or that does not meet the prescribed requirements.
        
        Marginal note: Directing change of name (2) The Director may direct a corporation to change its name in accordance with section 173 if, through inadvertence or otherwise, the corporation acquires a name that is prohibited by the regulations or that does not meet the prescribed requirements.
        
        (3) [Repealed, 1994, c. 24, s. 7]
        
        Marginal note: Idem (4) If a corporation has a designating number as its name, the Director may direct the corporation to change its name to a name other than a designating number in accordance with section 173.
        
        Marginal note: Undertaking to change name (4.1) Where a corporation acquires a name as a result of a person undertaking to dissolve or to change names, and the undertaking is not honoured, the Director may direct the corporation to change its name in accordance with section 173, unless the undertaking is honoured within the period specified in subsection (5).
        
        Marginal note: Revoking name (5) If a corporation has not followed a directive under subsection (2), (4) or (4.1) within the prescribed period, the Director may revoke the name of the corporation and assign a name to it and, until changed in accordance with section 173, the name of the corporation is the name assigned by the Director.
        
        R.S., 1985, c. C-44, s. 12
        
        1994, c. 24, s. 7
        
        2018, c. 8, s. 4
        
        Marginal note: Certificate of amendment
        
        13 (1) When a corporation has had its name revoked and a name assigned to it under subsection 12(5), the Director shall issue a certificate of amendment showing the new name of the corporation and shall give notice of the change of name as soon as practicable in a publication generally available to the public.
        
        Marginal note: Effect of certificate (2) The articles of the corporation are amended accordingly on the date shown in the certificate of amendment.
        
        R.S., 1985, c. C-44, s. 13
        
        2001, c. 14, s. 6
        
        2018, c. 8, s. 5(F)
        
        Marginal note: Personal liability
        
        14 (1) Subject to this section, a person who enters into, or purports to enter into, a written contract in the name of or on behalf of a corporation before it comes into existence is personally bound by the contract and is entitled to its benefits.
        
        Marginal note: Pre-incorporation and pre-amalgamation contracts (2) A corporation may, within a reasonable time after it comes into existence, by any action or conduct signifying its intention to be bound thereby, adopt a written contract made before it came into existence in its name or on its behalf, and on such adoption
        
        (a) the corporation is bound by the contract and is entitled to the benefits thereof as if the corporation had been in existence at the date of the contract and had been a party thereto; and
        
        (b) a person who purported to act in the name of or on behalf of the corporation ceases, except as provided in subsection (3), to be bound by or entitled to the benefits of the contract.
        
        R.S., 1985, c. C-44, s. 14
        
        2001, c. 14, s. 7
        
        PART III Capacity and Powers
        
        Marginal note: Capacity of a corporation
        
        15 (1) A corporation has the capacity and, subject to this Act, the rights, powers and privileges of a natural person.
        
        Marginal note: Idem (2) A corporation may carry on business throughout Canada.
        
        Marginal note: Extra-territorial capacity (3) A corporation has the capacity to carry on its business, conduct its affairs and exercise its powers in any jurisdiction outside Canada to the extent that the laws of such jurisdiction permit.
        
        R.S., 1985, c. C-44, s. 15
        
        2011, c. 21, s. 14(F)
        
        Marginal note: Powers of a corporation
        
        16 (1) It is not necessary for a by-law to be passed in order to confer any particular power on the corporation or its directors.
        
        Marginal note: Restricted business or powers (2) A corporation shall not carry on any business or exercise any power that it is restricted by its articles from carrying on or exercising, nor shall the corporation exercise any of its powers in a manner contrary to its articles.
        
        Marginal note: Rights preserved (3) No act of a corporation, including any transfer of property to or by a corporation, is invalid by reason only that the act or transfer is contrary to its articles or this Act.
        
        1974-75-76, c. 33, s. 16
        
        1978-79, c. 9, s. 1(F)
        
        Marginal note: No constructive notice
        
        17 No person is affected by or is deemed to have notice or knowledge of the contents of a document concerning a corporation by reason only that the document has been filed by the Director or is available for inspection at an office of the corporation.
        
        1974-75-76, c. 33, s. 17
        
        1978-79, c. 9, s. 1(F)
        
        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, officer, agent or mandatary 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, agent or mandatary;
        
        (e) a document issued by any director, officer, agent or mandatary of a corporation with actual or usual authority to issue the document is not valid or genuine; or
        
        (f) a sale, lease or exchange of property referred to in subsection 189(3) was not authorized.
        
        R.S., 1985, c. C-44, s. 18
        
        2001, c. 14, s. 8
        
        2011, c. 21, s. 15(E)
        
        PART IV Registered Office and Records
        
        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.
        
        R.S., 1985, c. C-44, s. 19
        
        2001, c. 14, s. 9
        
        2018, c. 8, s. 6(F)
        
        Marginal note: Corporate records
        
        20 (1) A corporation shall prepare and maintain, at its registered office or at any other place in Canada designated by the directors, records containing
        
        (a) the articles and the by-laws, and all amendments thereto, and a copy of any unanimous shareholder agreement;
        
        (b) minutes of meetings and resolutions of shareholders;
        
        (c) copies of all notices required by section 106 or 113; and
        
        (d) a securities register that complies with section 50.
        
        (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).
        
        R.S., 1985, c. C-44, s. 20
        
        1994, c. 24, s. 8
        
        2001, c. 14, s. 10
        
        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 or mandatary, accompanied by an affidavit referred to in subsection (7). On receipt of the affidavit, the corporation or its agent or mandatary 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.
        
        Marginal note: Copies of corporate records (2) A shareholder of a corporation is entitled on request and without charge to one copy of the articles and by-laws and of any unanimous shareholder agreement.
        
        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 or mandatary the affidavit referred to in subsection (7), may on application require the corporation or its agent or mandatary to provide within 10 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 10 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.
        
        Marginal note: Supplemental lists (4) A person requiring a corporation to provide a basic list may, by stating in the affidavit referred to in subsection (3) that they require supplemental lists, require the corporation or its agent or mandatary on payment of a reasonable fee to provide supplemental lists setting out any changes from the basic list in the names or addresses of the shareholders and the number of shares owned by each shareholder for each business day following the date the basic list is made up to.
        
        Marginal note: When supplemental lists to be provided (5) The corporation or its agent or mandatary shall provide a supplemental list required under subsection (4)
        
        (a) on the date the basic list is furnished, where the information relates to changes that took place prior to that date; and
        
        (b) on the business day following the day to which the supplemental list relates, where the information relates to changes that take place on or after the date the basic list is furnished.
        
        (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).
        
        (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.
        
        R.S., 1985, c. C-44, s. 21
        
        2001, c. 14, ss. 11, 135(E)
        
        2011, c. 21, s. 16(E)
        
        Marginal note: Register
        
        21.1 (1) The corporation shall prepare and maintain, at its registered office or at any other place in Canada designated by the directors, a register of individuals with significant control over the corporation that contains
        
        (a) for each individual with significant control,
        
        (i) their name and date of birth,
        
        (ii) their residential address, and
        
        (iii) their address for service, if it has been provided to the corporation;
        
        (a) at least once during each financial year of the corporation;
        
        (b) on the request of the Director; and
        
        (c) at the times provided for in the regulations.
        
        (a) that is a reporting issuer or an émetteur assujetti under an Act of the legislature of a province relating to the regulation of securities;
        
        (b) any of the securities of which are listed and posted for trading on a , as defined in subsection 248(1) of the Income Tax Act ; or
        
        (c) that is a member of a prescribed class.
        
        2018, c. 27, s. 183
        
        2022, c. 10, s. 430
        
        2023, c. 29, s. 1
        
        2024, c. 17, s. 232
        
        Marginal note: Inability to identify individuals
        
        21.2 A corporation to which section 21.1 applies shall take prescribed steps if it is unable to identify any individuals with significant control over the corporation.
        
        Marginal note: Sending of information to Director
        
        21.21 (1) A corporation to which section 21.1 applies shall send to the Director
        
        (a) on an annual basis, the information determined by the Director from among that in its register of individuals with significant control over the corporation, in the form and within the period that the Director fixes; and
        
        (b) the information determined by the Director from among that recorded under subsection 21.1(3), within 15 days after the day on which it is recorded and in the form that the Director fixes.
        
        2022, c. 10, s. 431
        
        2023, c. 29, s. 2
        
        Marginal note: Disclosure to Director
        
        21.3 (1) A corporation to which section 21.1 applies shall disclose to the Director, on request, any information in its register of individuals with significant control.
        
        (2) [Repealed, 2023, c. 29, s. 3]
        
        (3) [Repealed, 2023, c. 29, s. 3]
        
        (4) [Repealed, 2023, c. 29, s. 3]
        
        (5) [Repealed, 2023, c. 29, s. 3]
        
        (6) [Repealed, 2023, c. 29, s. 3]
        
        2018, c. 27, s. 183
        
        2019, c. 29, s. 98(F)
        
        2023, c. 29, s. 3
        
        Marginal note: Provision of information by Director
        
        21.301 The Director may provide all or part of the information received under section 21.21 to an investigative body referred to in subsection 21.31(2), the Financial Transactions and Reports Analysis Centre of Canada or any prescribed entity.
        
        Marginal note: Provision of information by Director
        
        21.302 The Director may provide all or part of the information received under section 21.21 to a provincial corporate registry or a provincial government department or agency that is responsible for corporate law in that province.
        
        Marginal note: Information available to public
        
        21.303 (1) The Director shall make available to the public the following information sent to the Director under section 21.21 for each individual with significant control:
        
        (a) their name;
        
        (b) their address for service, if it has been provided to the corporation;
        
        (c) their residential address, if their address for service has not been provided to the corporation;
        
        (d) the information referred to in paragraphs 21.1(1)(c) and (d); and
        
        (e) any other prescribed information.
        
        (a) if the Director reasonably believes that making it available presents or would present a serious threat to the safety of the individual; or
        
        (b) if the Director is satisfied that
        
        (i) the individual is incapable,
        
        (ii) the information is to be kept confidential under subsection 27(8) of the Conflict of Interest Act or a similar provision of an Act of the legislature of a province, or
        
        (iii) prescribed circumstances apply to the individual.
        
        Marginal note: Disclosure to investigative bodies
        
        21.31 (1) On request by an investigative body referred to in subsection (2), a corporation to which section 21.1 applies shall, as soon as feasible after the request is served on the corporation or deemed to be received by it, and in the manner specified by the investigative body,
        
        (a) provide the investigative body with a copy of the corporation’s register of individuals with significant control; or
        
        (b) disclose to the investigative body any information specified by the investigative body that is in the corporation’s register of individuals with significant control.
        
        (a) any police force;
        
        (b) the Canada Revenue Agency and any provincial body that has responsibilities similar to those of the Canada Revenue Agency; and
        
        (c) any prescribed body that has investigative powers in relation to offences referred to in the schedule.
        
        (a) the corporation that is the subject of the request committed the offence or was used to
        
        (i) commit the offence,
        
        (ii) facilitate the commission of the offence, or
        
        (iii) protect from detection or punishment a person who has committed the offence;
        
        2019, c. 29, s. 99
        
        2024, c. 17, s. 233
        
        Marginal note: Record
        
        21.32 (1) Every investigative body that makes a request under subsection 21.31(1) shall keep a record setting out the following:
        
        (a) the name of the corporation that was the subject of the request;
        
        (b) the reasonable grounds on which the request was based;
        
        (c) information respecting what was requested;
        
        (d) the date the request was served or deemed to have been received;
        
        (e) information respecting the service or the sending of the request;
        
        (f) all information received from the corporation in response to the request; and
        
        (g) any prescribed information.
        
        Marginal note: Offence
        
        21.4 (1) Every director or officer of a corporation who knowingly authorizes, permits or acquiesces in the contravention of subsection 21.1(1), 21.21(1) or (2), 21.3(1) or 21.31(1) by that corporation commits an offence, whether or not the corporation has been prosecuted or convicted.
        
        Marginal note: Offence — recording of false or misleading information (2) Every director or officer of a corporation who knowingly records or knowingly authorizes, permits or acquiesces in the recording of false or misleading information in the register of the corporation referred to in subsection 21.1(1) commits an offence.
        
        Marginal note: Offence — provision of false or misleading information (3) Every director or officer of a corporation who knowingly provides or knowingly authorizes, permits or acquiesces in the provision to any person or entity of false or misleading information in relation to the register of the corporation referred to in subsection 21.1(1) commits an offence.
        
        Marginal note: Offence — subsection 21.1(4) (4) Every shareholder who knowingly contravenes subsection 21.1(4) commits an offence.
        
        Marginal note: Offence (5) A person who commits an offence under any of subsections (1) to (4) is liable
        
        (a) on summary conviction to a fine not exceeding $200,000 or to imprisonment for a term not exceeding two years, or to both; or
        
        (b) on conviction on indictment, to a fine not exceeding $1,000,000 or to imprisonment for a term not exceeding five years, or to both.
        
        2018, c. 27, s. 183
        
        2019, c. 29, s. 100
        
        2023, c. 29, s. 5
        
        2024, c. 17, s. 234
        
        Marginal note: Form of records
        
        22 (1) All registers and other records required by this Act to be prepared and maintained may be in a bound or loose-leaf form or in a photographic film form, or may be entered or recorded by any system of mechanical or electronic data processing or any other information storage device that is capable of reproducing any required information in intelligible written form within a reasonable time.
        
        Marginal note: Precautions (2) A corporation or its agents or mandataries shall take reasonable precautions to
        
        (a) prevent loss or destruction of,
        
        (b) prevent falsification of entries in, and
        
        (c) facilitate detection and correction of inaccuracies in
        
        the registers and other records required by this Act to be prepared and maintained.
        
        R.S., 1985, c. C-44, s. 22
        
        2011, c. 21, s. 17(E)
        
        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 or, in Quebec, signed on behalf of a corporation is not invalid merely because a corporate seal is not affixed to it.
        
        R.S., 1985, c. C-44, s. 23
        
        2001, c. 14, s. 12
        
        2011, c. 21, s. 18(E)
        
        PART V Corporate Finance
        
        Marginal note: Shares
        
        24 (1) Shares of a corporation shall be in registered form and shall be without nominal or par value.
        
        Marginal note: Transitional (2) When a body corporate is continued under this Act, a share with nominal or par value issued by the body corporate before it was so continued is, for the purpose of subsection (1), deemed to be a share without nominal or par value.
        
        Marginal note: Rights attached to shares (3) Where a corporation has only one class of shares, the rights of the holders thereof are equal in all respects and include the rights
        
        (a) to vote at any meeting of shareholders of the corporation;
        
        (b) to receive any dividend declared by the corporation; and
        
        (c) to receive the remaining property of the corporation on dissolution.
        
        (a) the rights, privileges, restrictions and conditions attaching to the shares of each class shall be set out therein; and
        
        (b) the rights set out in subsection (3) shall be attached to at least one class of shares but all such rights are not required to be attached to one class.
        
        R.S., 1985, c. C-44, s. 24
        
        R.S., 1985, c. 1 (4th Supp.), s. 45(F)
        
        Marginal note: Issue of shares
        
        25 (1) Subject to the articles, the by-laws and any unanimous shareholder agreement and to section 28, shares may be issued at such times and to such persons and for such consideration as the directors may determine.
        
        Marginal note: Shares non-assessable (2) Shares issued by a corporation are non-assessable and the holders are not liable to the corporation or to its creditors in respect thereof.
        
        Marginal note: Consideration (3) A share shall not be issued until the consideration for the share is fully paid in money or in property or past services that are not less in value than the fair equivalent of the money that the corporation would have received if the share had been issued for money.
        
        Marginal note: Consideration other than money (4) In determining whether property or past services are the fair equivalent of a money consideration, the directors may take into account reasonable charges and expenses of organization and reorganization and payments for property and past services reasonably expected to benefit the corporation.
        
        Marginal note: Definition of (5) For the purposes of this section, 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.
        
        R.S., 1985, c. C-44, s. 25
        
        2001, c. 14, s. 13
        
        Marginal note: Stated capital account
        
        26 (1) A corporation shall maintain a separate stated capital account for each class and series of shares it issues.
        
        Marginal note: Entries in stated capital account (2) A corporation shall add to the appropriate stated capital account the full amount of any consideration it receives for any shares it issues.
        
        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 or right 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
        
        (a) the amount to be added was not received by the corporation as consideration for the issue of shares, and
        
        (b) the corporation has issued any outstanding shares of more than one class or series,
        
        the addition to the stated capital account must be approved by special resolution unless all the issued and outstanding shares are shares of not more than two classes of convertible shares referred to in subsection 39(5).
        
        R.S., 1985, c. C-44, s. 26
        
        2001, c. 14, s. 14
        
        2011, c. 21, s. 19(E)
        
        Marginal note: Shares in series
        
        27 (1) The articles may authorize, subject to any limitations set out in them, the issue of any class of shares in one or more series and may do either or both of the following:
        
        (a) fix the number of shares in, and determine the designation, rights, privileges, restrictions and conditions attaching to the shares of, each series; or
        
        (b) authorize the directors to fix the number of shares in, and determine the designation, rights, privileges, restrictions and conditions attaching to the shares of, each series.
        
        R.S., 1985, c. C-44, s. 27
        
        2001, c. 14, s. 15
        
        Marginal note: Pre-emptive right
        
        28 (1) If the articles so provide, no shares of a class shall be issued unless the shares have first been offered to the shareholders holding shares of that class, and those shareholders have a pre-emptive right to acquire the offered shares in proportion to their holdings of the shares of that class, at such price and on such terms as those shares are to be offered to others.
        
        Marginal note: Exception (2) Notwithstanding that the articles provide the pre-emptive right referred to in subsection (1), shareholders have no pre-emptive right in respect of shares to be issued
        
        (a) for a consideration other than money;
        
        (b) as a share dividend; or
        
        (c) pursuant to the exercise of conversion privileges, options or rights previously granted by the corporation.
        
        1974-75-76, c. 33, s. 28
        
        1978-79, c. 9, s. 1(F)
        
        Marginal note: Options and rights
        
        29 (1) A corporation may issue certificates, warrants or other evidences of conversion privileges, options or rights to acquire securities of the corporation, and shall set out the conditions thereof
        
        (a) in the certificates, warrants or other evidences; or
        
        (b) in certificates evidencing the securities to which the conversion privileges, options or rights are attached.
        
        R.S., 1985, c. C-44, s. 29
        
        2001, c. 14, s. 16(F)
        
        Marginal note: Restriction regarding bearer shares
        
        29.1 (1) Despite section 29, a corporation shall not issue, in bearer form, a certificate, warrant or other evidence of a conversion privilege, option or right to acquire a share of the corporation.
        
        Marginal note: Replacement (2) A corporation shall, on the request of a holder of a certificate, warrant or other evidence of a conversion privilege, option or right to acquire a share of the corporation that is in bearer form and that was issued before the coming into force of this section, issue in exchange to that holder, in registered form, a certificate, warrant or other evidence, as the case may be.
        
        2018, c. 8, s. 7
        
        Marginal note: Corporation holding its own shares
        
        30 (1) Subject to subsection (2) and sections 31 to 36, a corporation
        
        (a) shall not hold shares in itself or in its holding body corporate; and
        
        (b) shall not permit any of its subsidiary bodies corporate to acquire shares of the corporation.
        
        (a) the body corporate became a subsidiary of the corporation; or
        
        (b) the corporation was continued under this Act.
        
        R.S., 1985, c. C-44, s. 30
        
        2001, c. 14, s. 17
        
        2011, c. 21, s. 20(F)
        
        Marginal note: Exception
        
        31 (1) A corporation may in the capacity of a personal representative hold shares in itself or in its holding body corporate unless it or the holding body corporate or a subsidiary of either of them has a beneficial interest in the shares.
        
        Marginal note: Idem (2) A corporation may hold shares in itself or in its holding body corporate by way of security for the purposes of a transaction entered into by it in the ordinary course of a business that includes the lending of money.
        
        Marginal note: Exception — subsidiary acquiring shares (3) A corporation may permit any of its subsidiary bodies corporate to acquire shares of the corporation
        
        (a) in the subsidiary’s capacity as a personal representative, unless the subsidiary would have a beneficial interest in the shares; or
        
        (b) by way of security for the purposes of a transaction entered into by the subsidiary in the ordinary course of a business that includes the lending of money.
        
        (a) a corporation permits a subsidiary body corporate to acquire shares of the corporation under the purported authority of subsection (4), and
        
        (b) either
        
        (i) one or more of the conditions prescribed for the purposes of subsection (4) were not met, or
        
        (ii) one or more of the conditions prescribed for the purposes of subsection (5) are not met or cease to be met,
        
        then, notwithstanding subsections 16(3) and 26(2), the prescribed consequences apply in respect of the acquisition of the shares and their issuance.
        
        R.S., 1985, c. C-44, s. 31
        
        2001, c. 14, s. 18
        
        2011, c. 21, s. 21
        
        Marginal note: Exception relating to Canadian ownership
        
        32 (1) Subject to subsection 39(8), a corporation may, for the purpose of assisting the corporation or any of its affiliates or associates to qualify under any prescribed law of Canada or a province to receive licences, permits, grants, payments or other benefits by reason of attaining or maintaining a specified level of Canadian ownership or control, hold shares in itself that
        
        (a) are not constrained for the purpose of assisting the corporation or any of its affiliates or associates to so qualify; or
        
        (b) are shares into which shares held under paragraph (a) were converted by the corporation that are constrained for the purpose of assisting the corporation to so qualify and that were not previously held by the corporation.
        
        R.S., 1985, c. C-44, s. 32
        
        2011, c. 21, s. 22
        
        Marginal note: Voting shares
        
        33 (1) A corporation holding shares in itself or in its holding body corporate shall not vote or permit those shares to be voted unless the corporation
        
        (a) holds the shares in the capacity of a personal representative; and
        
        (b) has complied with section 153.
        
        R.S., 1985, c. C-44, s. 33
        
        2001, c. 14, s. 19
        
        2011, c. 21, s. 23
        
        Marginal note: Acquisition of corporation’s own shares
        
        34 (1) Subject to subsection (2) and to its articles, a corporation may purchase or otherwise acquire shares issued by it.
        
        Marginal note: Limitation (2) A corporation shall not make any payment to purchase or otherwise acquire shares issued by it if there are reasonable grounds for believing that
        
        (a) the corporation is, or would after the payment be, unable to pay its liabilities as they become due; or
        
        (b) the realizable value of the corporation’s assets would after the payment be less than the aggregate of its liabilities and stated capital of all classes.
        
        R.S., 1985, c. C-44, s. 34
        
        2001, c. 14, s. 20(F)
        
        Marginal note: Alternative acquisition of corporation’s own shares
        
        35 (1) Notwithstanding subsection 34(2), but subject to subsection (3) and to its articles, a corporation may purchase or otherwise acquire shares issued by it to
        
        (a) settle or compromise a debt or claim asserted by or against the corporation;
        
        (b) eliminate fractional shares; or
        
        (c) fulfil the terms of a non-assignable agreement under which the corporation has an option or is obliged to purchase shares owned by a director, an officer or an employee of the corporation.
        
        (a) satisfy the claim of a shareholder who dissents under section 190; or
        
        (b) comply with an order under section 241.
        
        (a) the corporation is, or would after the payment be, unable to pay its liabilities as they become due; or
        
        (b) the realizable value of the corporation’s assets would after the payment be less than the aggregate of
        
        (i) its liabilities, and
        
        (ii) the amount required for payment on a redemption or in a liquidation of all shares the holders of which have the right to be paid before the holders of the shares to be purchased or acquired, to the extent that the amount has not been included in its liabilities.
        
        R.S., 1985, c. C-44, s. 35
        
        2001, c. 14, s. 21
        
        Marginal note: Redemption of shares
        
        36 (1) Notwithstanding subsection 34(2) or 35(3), but subject to subsection (2) and to its articles, a corporation may purchase or redeem any redeemable shares issued by it at prices not exceeding the redemption price thereof stated in the articles or calculated according to a formula stated in the articles.
        
        Marginal note: Limitation (2) A corporation shall not make any payment to purchase or redeem any redeemable shares issued by it if there are reasonable grounds for believing that
        
        (a) the corporation is, or would after the payment be, unable to pay its liabilities as they become due; or
        
        (b) the realizable value of the corporation’s assets would after the payment be less than the aggregate of
        
        (i) its liabilities, and
        
        (ii) the amount that would be required to pay the holders of shares that have a right to be paid, on a redemption or in a liquidation, rateably with or before the holders of the shares to be purchased or redeemed, to the extent that the amount has not been included in its liabilities.
        
        R.S., 1985, c. C-44, s. 36
        
        2001, c. 14, s. 22
        
        Marginal note: Gift or legacy of shares
        
        37 A corporation may accept from any shareholder a share of the corporation surrendered to it as a gift including, in Quebec, a legacy but may not extinguish or reduce a liability in respect of an amount unpaid on any such share except in accordance with section 38.
        
        R.S., 1985, c. C-44, s. 37
        
        2011, c. 21, s. 24
        
        Marginal note: Other reduction of stated capital
        
        38 (1) Subject to subsection (3), a corporation may by special resolution reduce its stated capital for any purpose including, without limiting the generality of the foregoing, for the purpose of
        
        (a) extinguishing or reducing a liability in respect of an amount unpaid on any share;
        
        (b) distributing to the holder of an issued share of any class or series of shares an amount not exceeding the stated capital of the class or series; and
        
        (c) declaring its stated capital to be reduced by an amount that is not represented by realizable assets.
        
        (a) the corporation is, or would after the reduction be, unable to pay its liabilities as they become due; or
        
        (b) the realizable value of the corporation’s assets would thereby be less than the aggregate of its liabilities.
        
        (a) to pay to the corporation an amount equal to any liability of the shareholder that was extinguished or reduced contrary to this section; or
        
        (b) to pay or deliver to the corporation any money or property that was paid or distributed to the shareholder or other recipient as a consequence of a reduction of capital made contrary to this section.
        
        R.S., 1985, c. C-44, s. 38
        
        2001, c. 14, s. 23
        
        Marginal note: Adjustment of stated capital account
        
        39 (1) On a purchase, redemption or other acquisition by a corporation under section 34, 35, 36, 45 or 190 or paragraph 241(3)(f), of shares or fractions thereof issued by it, the corporation shall deduct from the stated capital account maintained for the class or series of shares of which the shares purchased, redeemed or otherwise acquired form a part an amount equal to the result obtained by multiplying the stated capital of the shares of that class or series by the number of shares of that class or series or fractions thereof purchased, redeemed or otherwise acquired, divided by the number of issued shares of that class or series immediately before the purchase, redemption or other acquisition.
        
        Marginal note: Idem (2) A corporation shall deduct the amount of a payment made by the corporation to a shareholder under paragraph 241(3)(g) from the stated capital account maintained for the class or series of shares in respect of which the payment was made.
        
        Marginal note: Idem (3) A corporation shall adjust its stated capital account or accounts in accordance with any special resolution referred to in subsection 38(2).
        
        Marginal note: Idem (4) On a conversion of issued shares of a corporation into shares of another class or series or a change under section 173, 191 or 241 of issued shares of a corporation into shares of another class or series, the corporation shall
        
        (a) deduct from the stated capital account maintained for the class or series of shares converted or changed an amount equal to the result obtained by multiplying the stated capital of the shares of that class or series by the number of shares of that class or series converted or changed, divided by the number of issued shares of that class or series immediately before the conversion or change; and
        
        (b) add the result obtained under paragraph (a) and any additional consideration received pursuant to the conversion or change to the stated capital account maintained or to be maintained for the class or series of shares into which the shares have been converted or changed.
        
        (a) any of those shares that are held by the corporation at the expiration of two years, and
        
        (b) any shares into which any of those shares were converted by the corporation and held under paragraph 32(1)(b) that are held by the corporation at the expiration of two years after the shares from which they were converted were acquired
        
        are deemed to have been acquired at the expiration of the two years.
        
        R.S., 1985, c. C-44, s. 39
        
        1994, c. 24, s. 9(F)
        
        2001, c. 14, s. 24(F)
        
        2011, c. 21, s. 25(F)
        
        Marginal note: Enforcement of contract to buy shares
        
        40 (1) A corporation shall fulfil its obligations under a contract to buy shares of the corporation, except if the corporation can prove that enforcement of the contract would put it in breach of any of sections 34 to 36.
        
        Marginal note: Status of contracting party (2) Until the corporation has fulfilled all its obligations under a contract referred to in subsection (1), the other party retains the status of claimant entitled to be paid as soon as the corporation is lawfully able to do so or, in a liquidation, to be ranked subordinate to the rights of creditors and to the rights of holders of any class of shares whose rights were in priority to the rights given to the holders of the class of shares being purchased, but in priority to the rights of other shareholders.
        
        R.S., 1985, c. C-44, s. 40
        
        2001, c. 14, s. 25
        
        Marginal note: Commission for sale of shares
        
        41 The directors may authorize the corporation to pay a reasonable commission to any person in consideration of the person’s purchasing or agreeing to purchase shares of the corporation from the corporation or from any other person, or procuring or agreeing to procure purchasers for any such shares.
        
        R.S., 1985, c. C-44, s. 41
        
        2001, c. 14, s. 135(E)
        
        Marginal note: Dividends
        
        42 A corporation shall not declare or pay a dividend if there are reasonable grounds for believing that
        
        (a) the corporation is, or would after the payment be, unable to pay its liabilities as they become due; or
        
        (b) the realizable value of the corporation’s assets would thereby be less than the aggregate of its liabilities and stated capital of all classes.
        
        1974-75-76, c. 33, s. 40
        
        1978-79, c. 9, s. 1(F)
        
        Marginal note: Form of dividend
        
        43 (1) A corporation may pay a dividend by issuing fully paid shares of the corporation and, subject to section 42, a corporation may pay a dividend in money or property.
        
        Marginal note: Adjustment of stated capital account (2) If shares of a corporation are issued in payment of a dividend, the declared amount of the dividend stated as an amount of money shall be added to the stated capital account maintained or to be maintained for the shares of the class or series issued in payment of the dividend.
        
        1974-75-76, c. 33, s. 41
        
        1978-79, c. 9, ss. 1(F), 16
        
        44 [Repealed, 2001, c. 14, s. 26]
        
        Marginal note: Shareholder immunity
        
        45 (1) The shareholders of a corporation are not, as shareholders, liable for any liability, act or default of the corporation except under subsection 38(4), 118(4) or (5), 146(5) or 226(4) or (5).
        
        Marginal note: Lien or hypothec on shares (2) Subject to subsection 49(8), the articles may provide that the corporation has a lien or hypothec on a share registered in the name of a shareholder or the shareholder’s personal representative for a debt of that shareholder to the corporation, including an amount unpaid in respect of a share issued by a body corporate on the date it was continued under this Act.
        
        Marginal note: Enforcement of lien or hypothec (3) A corporation may enforce a lien or hypothec referred to in subsection (2) in accordance with its by-laws.
        
        R.S., 1985, c. C-44, s. 45
        
        2001, c. 14, s. 27
        
        2011, c. 21, s. 26
        
        PART VI Sale of Constrained Shares
        
        Marginal note: Sale of constrained shares by corporation
        
        46 (1) A corporation that has constraints on the issue, transfer or ownership of its shares of any class or series may, for any of the purposes referred to in paragraphs (a) to (c), sell, under the conditions and after giving the notice that may be prescribed, as if it were the owner of the shares, any of those constrained shares that are owned, or that the directors determine in the manner that may be prescribed may be owned, contrary to the constraints in order to
        
        (a) assist the corporation or any of its affiliates or associates to qualify under any prescribed law of Canada or a province to receive licences, permits, grants, payments or other benefits by reason of attaining or maintaining a specified level of Canadian ownership or control;
        
        (b) assist the corporation to comply with any prescribed law; or
        
        (c) attain or maintain a level of Canadian ownership specified in its articles.
        
        R.S., 1985, c. C-44, s. 46
        
        1991, c. 45, s. 552, c. 47, s. 720
        
        2001, c. 14, ss. 28, 135(E)
        
        2011, c. 21, s. 27
        
        Marginal note: Proceeds of sale to be trust fund
        
        47 (1) The proceeds of a sale by a corporation under subsection 46(1) constitute a trust fund in the hands of the corporation for the benefit of the person entitled under subsection 46(3) to receive the proceeds of the sale, and any such trust fund may be commingled by the corporation with other such trust funds and shall be invested in such manner as may be prescribed.
        
        Marginal note: Costs of administration (2) Reasonable costs of administration of a trust fund referred to in subsection (1) may be deducted from the trust fund and any income earned thereon.
        
        Marginal note: Appointment of trust company (3) Subject to this section, a corporation may transfer any trust fund referred to in subsection (1), and the administration thereof, to a trust company in Canada registered as such under the laws of Canada or a province, and the corporation is thereupon discharged of all further liability in respect of the trust fund.
        
        Marginal note: Discharge of corporation and trust company (4) A receipt signed by a person entitled under subsection 46(3) to receive the proceeds of a sale that constitute a trust fund under subsection (1) shall be a complete discharge of the corporation and of any trust company to which a trust fund is transferred under subsection (3), in respect of the trust fund and income earned thereon paid to such person.
        
        Marginal note: Vesting in Crown (5) A trust fund described in subsection (1), together with any income earned thereon, less any taxes thereon and costs of administration, that has not been claimed by a person entitled under subsection 46(3) to receive the proceeds of a sale that constitute the trust fund for a period of ten years after the date of the sale vests in Her Majesty in right of Canada.
        
        Marginal note: Escheats Act applies (6) Sections 3 to 5 of the Escheats Act apply in respect of a trust fund that vests in Her Majesty in right of Canada under subsection (5).
        
        1980-81-82-83, c. 115, s. 4
        
        PART VII Security Certificates, Registers and Transfers
        
        Interpretation and General
        
        Marginal note: Application of Part
        
        48 (1) The transfer or transmission of a security shall be governed by this Part.
        
        Marginal note: Definitions (2) In this Part, includes a claim that a transfer was or would be wrongful or that a particular adverse person is the owner of or has an interest or right in the security; ( opposition ) means the person in possession of a security payable to bearer or endorsed in blank; ( porteur ) means a purchaser for value in good faith and without notice of any adverse claim who takes delivery of a security in bearer form or order form or of a security in registered form issued or endorsed to the purchaser or endorsed in blank; ( acheteur de bonne foi ) means a person who is engaged, whether or not exclusively, in the business of buying and selling securities and who, in the transaction concerned, acts for, or buys a security from, or sells a security to a customer; ( courtier ) means voluntary transfer of possession; ( livraison ou remise ) means any person who acts in a fiduciary capacity or as the administrator of the property of others and includes a personal representative of a deceased person; ( représentant ) , in relation to securities, means securities of which any unit is, by nature or usage of trade, the equivalent of any other like unit; ( fongibles ) means free of forgery or counterfeiting; ( authentique ) means honesty in fact in the conduct of the transaction concerned; ( bonne foi ) means a person in possession of a security issued or endorsed to the person or the bearer or in blank; ( détenteur ) includes a corporation
        
        (a) that is required by this Act to maintain a securities register,
        
        (b) that, in Quebec, issues securities that confer directly or indirectly rights in its property, or
        
        (c) that, elsewhere in Canada, directly or indirectly creates fractional interests in its rights or property and that issues securities as evidence of the fractional interests; ( émetteur )
        
        means the issue of securities in excess of any maximum number of securities that the issuer is authorized by its articles or a trust indenture to issue; ( émission excédentaire )
        
        means a person who takes an interest or right in a security by sale, mortgage, hypothec, pledge, issue, reissue, gift or any other voluntary transaction; ( acquéreur )
        
        or means an instrument issued by a corporation that is
        
        (a) in bearer, order or registered form,
        
        (b) of a type commonly dealt in on securities exchanges or markets or commonly recognized in any area in which it is issued or dealt in as a medium for investment,
        
        (c) one of a class or series or by its terms divisible into a class or series of instruments, and
        
        (d) evidence of a share, participation or other interest or right in or obligation of a corporation; ( valeur mobilière ou certificat de valeur mobilière )
        
        includes transmission by operation of law; ( transfert )
        
        means a trust indenture as defined in section 82; ( acte de fiducie )
        
        , in relation to a signature or an endorsement, means one made without actual, implied or apparent authority and includes a forgery; ( non autorisé )
        
        means issued in accordance with the applicable law and the articles of the issuer, or validated under section 52. ( valide )
        
        (a) it specifies a person entitled to the security or to the rights it evidences, and its transfer is capable of being recorded in a securities register; or
        
        (b) it bears a statement that it is in registered form.
        
        R.S., 1985, c. C-44, s. 48
        
        2001, c. 14, ss. 29, 135(E)
        
        2011, c. 21, s. 28
        
        Marginal note: Rights of holder
        
        49 (1) Every security holder is entitled at their option to a security certificate that complies with this Act or a non-transferable written acknowledgment of their right to obtain such a security certificate from a corporation in respect of the securities of that corporation held by them.
        
        Marginal note: Maximum fee for certificate by regulation (2) A corporation may charge a fee, not exceeding the prescribed amount, for a security certificate issued in respect of a transfer.
        
        Marginal note: Joint holders (3) A corporation is not required to issue more than one security certificate in respect of securities held jointly by several persons, and delivery of a certificate to one of several joint holders is sufficient delivery to all.
        
        Marginal note: Signatures (4) A security certificate shall be signed by at least one of the following persons, or the signature shall be printed or otherwise mechanically reproduced on the certificate:
        
        (a) a director or officer of the corporation;
        
        (b) a registrar, transfer agent or branch transfer agent of the corporation, or an individual on their behalf; and
        
        (c) a trustee who certifies it in accordance with a trust indenture.
        
        (a) the name of the corporation;
        
        (b) the words “Incorporated under the Canada Business Corporations Act ” or “subject to the Canada Business Corporations Act ”;
        
        (c) the name of the person to whom it was issued; and
        
        (d) the number and class of shares and the designation of any series that the certificate represents.
        
        (a) a restriction on transfer other than a constraint under section 174;
        
        (b) a charge, lien or hypothec in favour of the corporation;
        
        (c) a unanimous shareholder agreement; or
        
        (d) an endorsement under subsection 190(10).
        
        (a) the corporation or any of its affiliates or associates to qualify under any prescribed law of Canada or a province to receive licences, permits, grants, payments or other benefits by reason of attaining or maintaining a specified level of Canadian ownership or control, or
        
        (b) the corporation to comply with any prescribed law,
        
        the constraint, or a reference to it, shall be conspicuously noted on every security certificate of the corporation evidencing a share that is subject to the constraint where the security certificate is issued after the day on which the share becomes subject to the constraint under this Act.
        
        (a) the rights, privileges, restrictions and conditions attached to the shares of each class and series that exists when the share certificate is issued; or
        
        (b) that the class or series of shares that it represents has rights, privileges, restrictions or conditions attached thereto and that the corporation will furnish a shareholder, on demand and without charge, with a full copy of the text of
        
        (i) the rights, privileges, restrictions and conditions attached to each class authorized to be issued and to each series in so far as the same have been fixed by the directors, and
        
        (ii) the authority of the directors to fix the rights, privileges, restrictions and conditions of subsequent series.
        
        (a) the rights, privileges, restrictions and conditions attached to each class authorized to be issued and to each series in so far as the same have been fixed by the directors; and
        
        (b) the authority of the directors to fix the rights, privileges, restrictions and conditions of subsequent series.
        
        (a) the scrip certificates become void or, in Quebec, null if not exchanged for a share certificate representing a full share before a specified date; and
        
        (b) any shares for which such scrip certificates are exchangeable may, notwithstanding any pre-emptive right, be issued by the corporation to any person and the proceeds thereof distributed rateably to the holders of the scrip certificates.
        
        (a) the fractional share results from a consolidation of shares; or
        
        (b) the articles of the corporation otherwise provide.
        
        R.S., 1985, c. C-44, s. 49
        
        1991, c. 45, s. 553, c. 47, s. 721
        
        1994, c. 24, s. 34(F)
        
        2001, c. 14, ss. 30, 135(E)
        
        2011, c. 21, s. 29
        
        2018, c. 8, s. 8
        
        Marginal note: Securities records
        
        50 (1) A corporation shall maintain a securities register in which it records the securities issued by it in registered form, showing with respect to each class or series of securities
        
        (a) the names, alphabetically arranged, and the latest known address of each person who is or has been a security holder;
        
        (b) the number of securities held by each security holder; and
        
        (c) the date and particulars of the issue and transfer of each security.
        
        (a) a cancelled security certificate in registered form, an instrument referred to in subsection 29(1) that is cancelled or a like cancelled instrument in registered form six years after the date of its cancellation;
        
        (b) a cancelled security certificate in bearer form or an instrument referred to in subsection 29(1) that is cancelled or a like cancelled instrument in bearer form after the date of its cancellation; or
        
        (c) an instrument referred to in subsection 29(1) or a like instrument, irrespective of its form, after the date of its expiration.
        
        R.S., 1985, c. C-44, s. 50
        
        2011, c. 21, s. 30(E)
        
        Marginal note: Dealings with registered holder
        
        51 (1) A corporation or a trustee defined in subsection 82(1) may, subject to sections 134, 135 and 138, treat the registered owner of a security as the person exclusively entitled to vote, to receive notices, to receive any interest, dividend or other payments in respect of the security, and otherwise to exercise all the rights and powers of an owner of the security.
        
        Marginal note: Constructive registered holder (2) Notwithstanding subsection (1), a corporation whose articles restrict the right to transfer its securities shall, and any other corporation may, treat a person as a registered security holder entitled to exercise all the rights of the security holder that the person represents, if the person furnishes the corporation with evidence as described in subsection 77(4) that the person is
        
        (a) the heir of a deceased security holder, or the personal representative of the heirs, or the personal representative of the estate or succession of a deceased security holder;
        
        (b) a personal representative of a registered security holder who is an infant, an incapable person or a missing person; or
        
        (c) a liquidator of, or a trustee in bankruptcy for, a registered security holder.
        
        (a) the original grant of probate, of letters of administration or, in Quebec, of the probate of the will or of the notarial minutes of the probate, or a copy certified to be a true copy of one of those documents by
        
        (i) the court that granted the probate or letters of administration, or the notary who prepared the minutes of the probate,
        
        (ii) a trust company incorporated under the laws of Canada or a province, or
        
        (iii) a lawyer or notary acting on behalf of the person referred to in paragraph (2)(a), or
        
        (c) an affidavit or declaration of transmission made by a person referred to in paragraph (2)(a), stating the particulars of the transmission, and
        
        (d) the security certificate that was owned by the deceased holder
        
        (i) in case of a transfer to a person referred to in paragraph (2)(a), with or without the endorsement of that person, and
        
        (ii) in case of a transfer to any other person, endorsed in accordance with section 65,
        
        and accompanied by any assurance the corporation may require under section 77.
        
        (a) the security certificate that was owned by the deceased holder; and
        
        (b) reasonable proof of the governing laws, of the deceased holder’s interest or right in the security and of the right of the personal representative or the person designated by the personal representative to become the registered holder.
        
        R.S., 1985, c. C-44, s. 51
        
        2001, c. 14, ss. 31, 135(E)
        
        2011, c. 21, s. 31
        
        2018, c. 8, s. 9(E)
        
        Marginal note: Overissue
        
        52 (1) The provisions of this Part that validate a security or compel its issue or reissue do not apply to the extent that validation, issue or reissue would result in overissue, but
        
        (a) if a valid security, similar in all respects to the security involved in the overissue, is reasonably available for purchase, the person entitled to the validation or issue may compel the issuer to purchase and deliver such a security against surrender of the security that the person holds;
        
        (b) if a valid security, similar in all respects to the security involved in the overissue, is not reasonably available for purchase, the person entitled to the validation or issue may recover from the issuer an amount equal to the price the last purchaser for value paid for the invalid security.
        
        R.S., 1985, c. C-44, s. 52
        
        2001, c. 14, s. 135(E)
        
        Marginal note: Burden of proof
        
        53 In an action on a security,
        
        (a) unless specifically denied in the pleadings, each signature on the security or in a necessary endorsement is admitted;
        
        (b) a signature on the security is presumed to be genuine and authorized but, if the effectiveness of the signature is put in issue, the burden of establishing that it is genuine and authorized is on the party claiming under the signature;
        
        (c) if a signature is admitted or established, production of the instrument entitles a holder to recover on it unless the defendant establishes a defence or a defect going to the validity of the security; and
        
        (d) if the defendant establishes that a defence or defect exists, the plaintiff has the burden of establishing that the defence or defect is ineffective against the plaintiff or some person under whom the plaintiff claims.
        
        R.S., 1985, c. C-44, s. 53
        
        2001, c. 14, s. 135(E)
        
        Marginal note: Securities fungible
        
        54 Unless otherwise agreed and subject to the provisions of this Act, of any other applicable Act of Parliament, of any applicable Act of the legislature of a province or of any applicable regulation made under any such Act or to any applicable stock exchange rule, a person required to deliver securities may deliver any security of the specified issue.
        
        R.S., 1985, c. C-44, s. 54
        
        2001, c. 14, s. 135(E)
        
        2018, c. 8, s. 10
        
        Issue — Issuer
        
        Marginal note: Notice of defect
        
        55 (1) Even against a purchaser for value without notice of a defect going to the validity of a security, the terms of the security include those stated on the security and those incorporated in it by reference to another instrument or act, statute, rule, regulation or order to the extent that the terms so incorporated do not conflict with the stated terms, but such a reference is not of itself notice to a purchaser for value of a defect going to the validity of the security, even though the security expressly states that a person accepting it admits the notice.
        
        Marginal note: Purchaser for value (2) A security is valid in the hands of a purchaser for value without notice of any defect going to its validity.
        
        Marginal note: Lack of genuineness (3) Subject to section 57, the fact that a security is not genuine is a complete defence even against a purchaser for value without notice.
        
        Marginal note: Ineffective defences (4) All other defences of an issuer, including non-delivery and conditional delivery of a security, are ineffective against a purchaser for value without notice of the particular defence.
        
        R.S., 1985, c. C-44, s. 55
        
        2011, c. 21, s. 32(E)
        
        Marginal note: Staleness as notice of defect
        
        56 After an event that creates a right to immediate performance of the principal obligation evidenced by a security, or that sets a date on or after which a security is to be presented or surrendered for redemption or exchange, a purchaser is deemed to have notice of any defect in its issue or of any defence of the issuer,
        
        (a) if the event requires the payment of money or the delivery of securities, or both, on presentation or surrender of the security, and such money or securities are available on the date set for payment or exchange, and the purchaser takes the security more than one year after that date; or
        
        (b) if the purchaser takes the security more than two years after the date set for presentation or surrender or the date on which such performance became due.
        
        R.S., 1985, c. C-44, s. 56
        
        2001, c. 14, s. 135(E)
        
        Marginal note: Unauthorized signature
        
        57 An unauthorized signature on a security before or in the course of its issue is ineffective, except that the signature is effective in favour of a purchaser for value and without notice of the lack of authority, if the signing has been done by
        
        (a) an authenticating trustee, registrar, transfer agent or other person entrusted by the issuer with the signing of the security, or of similar securities, or their immediate preparation for signing; or
        
        (b) an employee of the issuer or of a person referred to in paragraph (a) who in the ordinary course of their duties handles the security.
        
        R.S., 1985, c. C-44, s. 57
        
        2001, c. 14, s. 135(E)
        
        Marginal note: Completion or alteration
        
        58 (1) Where a security contains the signatures necessary for its issue or transfer but is incomplete in any other respect,
        
        (a) any person may complete it by filling in the blanks in accordance with their authority; and
        
        (b) notwithstanding that the blanks are incorrectly filled in, the security as completed is enforceable by a purchaser who took it for value and without notice of such incorrectness.
        
        R.S., 1985, c. C-44, s. 58
        
        2001, c. 14, s. 135(E)
        
        Marginal note: Warranties of agents
        
        59 (1) A person signing a security as authenticating trustee, registrar, transfer agent or other person entrusted by the issuer with the signing of the security warrants to a purchaser for value without notice that
        
        (a) the security is genuine;
        
        (b) the person’s acts in connection with the issue of the security are within their authority; and
        
        (c) the person has reasonable grounds for believing that the security is in the form and within the amount the issuer is authorized to issue.
        
        R.S., 1985, c. C-44, s. 59
        
        2001, c. 14, s. 135(E)
        
        Purchase
        
        Marginal note: Title of purchaser
        
        60 (1) On delivery of a security the purchaser acquires the rights in the security that the transferor had or had authority to convey, except that a purchaser who has been a party to any fraud or illegality affecting the security or who as a prior holder had notice of an adverse claim does not improve their position by taking from a later bona fide purchaser.
        
        Marginal note: Title of bona fide purchaser (2) A bona fide purchaser, in addition to acquiring the rights of a purchaser, also acquires the security free from any adverse claim.
        
        Marginal note: Limitation of the purchase (3) A purchaser acquires rights only to the extent of the interest or right purchased.
        
        R.S., 1985, c. C-44, s. 60
        
        2001, c. 14, s. 135(E)
        
        2011, c. 21, s. 33(E)
        
        Marginal note: Deemed notice of adverse claim
        
        61 (1) A purchaser of a security, or any broker for a seller or purchaser, is deemed to have notice of an adverse claim if
        
        (a) the security, whether in bearer or registered form, has been endorsed “for collection” or “for surrender” or for some other purpose not involving transfer; or
        
        (b) the security is in bearer form and has on it a statement that it is the property of a person other than the transferor, except that the mere writing of a name on a security is not such a statement.
        
        R.S., 1985, c. C-44, s. 61
        
        2001, c. 14, s. 135(E)
        
        Marginal note: Staleness as notice of adverse claim
        
        62 An event that creates a right to immediate performance of the principal obligation evidenced by a security or that sets a date on or after which the security is to be presented or surrendered for redemption or exchange is not of itself notice of an adverse claim, except in the case of a purchase
        
        (a) after one year from any date set for such presentation or surrender for redemption or exchange; or
        
        (b) after six months from any date set for payment of money against presentation or surrender of the security if funds are available for payment on that date.
        
        1974-75-76, c. 33, s. 58
        
        1978-79, c. 9, s. 1(F)
        
        Marginal note: Warranties to issuer
        
        63 (1) A person who presents a security for registration of transfer or for payment or exchange warrants to the issuer that the person is entitled to the registration, payment or exchange, except that a purchaser for value without notice of an adverse claim who receives a new, reissued or re-registered security on registration of transfer warrants only that the purchaser has no knowledge of any unauthorized signature in a necessary endorsement.
        
        Marginal note: Warranties to purchaser (2) A person by transferring a security to a purchaser for value warrants only that
        
        (a) the transfer is effective and rightful;
        
        (b) the security is genuine and has not been materially altered; and
        
        (c) the person knows of nothing that might impair the validity of the security.
        
        R.S., 1985, c. C-44, s. 63
        
        2001, c. 14, s. 135(E)
        
        2011, c. 21, s. 34(E)
        
        Marginal note: Right to compel endorsement
        
        64 When a security in registered form is delivered to a purchaser without a necessary endorsement, the purchaser may become a bona fide purchaser only as of the time the endorsement is supplied, but against the transferor the transfer is complete on delivery and the purchaser has a specifically enforceable right to have any necessary endorsement supplied.
        
        R.S., 1985, c. C-44, s. 64
        
        2001, c. 14, s. 135(E)
        
        Marginal note: Definition of
        
        65 (1) In this section, means
        
        (a) the person specified by the security or by special endorsement to be entitled to the security;
        
        (b) if a person described in paragraph (a) is described as a fiduciary but is no longer serving in the described capacity, either that person or the person’s successor;
        
        (c) if the security or endorsement mentioned in paragraph (a) specifies more than one person as fiduciaries and one or more are no longer serving in the described capacity, the remaining fiduciary or fiduciaries, whether or not a successor has been appointed or qualified;
        
        (d) if a person described in paragraph (a) is an individual and is without capacity to act by reason of death, minority or incapability, the person’s fiduciary;
        
        (e) if the security or endorsement mentioned in paragraph (a) specifies more than one person with right of survivorship and by reason of death all cannot sign, the survivor or survivors;
        
        (f) a person having power to sign under applicable law or a power of attorney; or
        
        (g) to the extent that a person described in paragraphs (a) to (f) may act through an agent or mandatary, the authorized agent or mandatary.
        
        R.S., 1985, c. C-44, s. 65
        
        2001, c. 14, ss. 32(E), 135(E)
        
        2011, c. 21, s. 35(E)
        
        2018, c. 8, s. 11
        
        Marginal note: Effect of endorsement without delivery
        
        66 An endorsement of a security whether special or in blank does not constitute a transfer until delivery of the security on which it appears or, if the endorsement is on a separate document, until delivery of both the security and that document.
        
        1974-75-76, c. 33, s. 62
        
        1978-79, c. 9, s. 1(F)
        
        Marginal note: Endorsement in bearer form
        
        67 An endorsement of a security in bearer form may give notice of an adverse claim under section 61 but does not otherwise affect any right to registration that the holder has.
        
        1974-75-76, c. 33, s. 63
        
        1978-79, c. 9, s. 1(F)
        
        Marginal note: Effect of unauthorized endorsement
        
        68 (1) The owner of a security may assert the ineffectiveness of an endorsement against the issuer or any purchaser, other than a purchaser for value without notice of an adverse claim who has in good faith received a new, reissued or re-registered security on registration of transfer, unless the owner
        
        (a) has ratified an unauthorized endorsement of the security; or
        
        (b) is otherwise precluded from impugning the effectiveness of an unauthorized endorsement.
        
        1974-75-76, c. 33, s. 64
        
        1978-79, c. 9, s. 1(F)
        
        Marginal note: Warranties of guarantor of signature
        
        69 (1) A person who guarantees a signature of an endorser of a security warrants that at the time of signing
        
        (a) the signature was genuine;
        
        (b) the signer was an appropriate person as defined in section 65 to endorse; and
        
        (c) the signer had legal capacity to sign.
        
        1974-75-76, c. 33, s. 65
        
        1978-79, c. 9, s. 1(F)
        
        Marginal note: Constructive delivery of a security
        
        70 (1) Delivery to a purchaser occurs when
        
        (a) the purchaser or a person designated by the purchaser acquires possession of a security;
        
        (b) the broker of the purchaser acquires possession of a security specially endorsed to or issued in the name of the purchaser;
        
        (c) the broker of the purchaser sends the purchaser confirmation of the purchase and identifies in a record a specific security as belonging to the purchaser; or
        
        (d) with respect to an identified security to be delivered while still in the possession of a third person, that person acknowledges holding it for the purchaser.
        
        R.S., 1985, c. C-44, s. 70
        
        2001, c. 14, s. 135(E)
        
        2011, c. 21, s. 36(E)
        
        Marginal note: Delivery of security
        
        71 (1) Unless otherwise agreed, if a sale of a security is made on an exchange or otherwise through brokers,
        
        (a) the selling customer fulfils their duty to deliver by delivering the security to the selling broker or to a person designated by the selling broker or by causing an acknowledgment to be made to the selling broker that it is held for the selling broker; and
        
        (b) the selling broker, including a correspondent broker, acting for a selling customer fulfils their duty to deliver by delivering the security or a like security to the buying broker or to a person designated by the buying broker or by effecting clearance of the sale in accordance with the rules of the exchange on which the transaction took place.
        
        R.S., 1985, c. C-44, s. 71
        
        2001, c. 14, s. 135(E)
        
        Marginal note: Right to reclaim possession
        
        72 (1) A person against whom the transfer of a security is wrongful for any reason, including incapacity, may against anyone except a bona fide purchaser reclaim possession of the security or obtain possession of any new security evidencing all or part of the same rights or claim damages.
        
        Marginal note: Recovery if unauthorized endorsement (2) If the transfer of a security is wrongful by reason of an unauthorized endorsement, the owner may reclaim possession of the security or a new security even from a bona fide purchaser if the ineffectiveness of the purported endorsement may be asserted against such purchaser under section 68.
        
        Marginal note: Remedies (3) The right to reclaim possession of a security may be specifically enforced, its transfer may be restrained and the security may be impounded or, in Quebec, sequestrated pending litigation.
        
        R.S., 1985, c. C-44, s. 72
        
        2001, c. 14, s. 135(E)
        
        2011, c. 21, s. 37(E)
        
        Marginal note: Right to requisites for registration
        
        73 (1) Unless otherwise agreed, a transferor shall on demand supply a purchaser with proof of authority to transfer or with any other requisite that is necessary to obtain registration of the transfer of a security, but if the transfer is not for value a transferor need not do so unless the purchaser pays the reasonable and necessary costs of the proof and transfer.
        
        Marginal note: Rescission of transfer (2) If the transferor fails to comply with a demand under subsection (1) within a reasonable time, the purchaser may reject or rescind the transfer.
        
        R.S., 1985, c. C-44, s. 73
        
        2001, c. 14, s. 135(E)
        
        Marginal note: Seizure of security
        
        74 No seizure of a security or other interest or right evidenced by the security is effective until the person making the seizure obtains possession of the security.
        
        R.S., 1985, c. C-44, s. 74
        
        2011, c. 21, s. 38
        
        Marginal note: No liability for acts in good faith
        
        75 An agent or mandatary or a bailee who in good faith, including observance of reasonable commercial standards if the agent or mandatary or the bailee is in the business of buying, selling or otherwise dealing with securities of a corporation has received securities and sold, pledged or delivered them, according to the instructions of their principal or mandator, is not liable for conversion or for participation in breach of fiduciary duty although the principal has no right to dispose of them.
        
        R.S., 1985, c. C-44, s. 75
        
        2001, c. 14, ss. 33(F), 135(E)
        
        2011, c. 21, s. 38
        
        Registration
        
        Marginal note: Duty to register transfer
        
        76 (1) Where a security in registered form is presented for transfer, the issuer shall register the transfer if
        
        (a) the security is endorsed by an appropriate person as defined in section 65;
        
        (b) reasonable assurance is given that that endorsement is genuine and effective;
        
        (c) the issuer has no duty to inquire into adverse claims or has discharged any such duty;
        
        (d) any applicable law relating to the collection of taxes has been complied with;
        
        (e) the transfer is rightful or is to a bona fide purchaser; and
        
        (f) any fee referred to in subsection 49(2) has been paid.
        
        1974-75-76, c. 33, s. 71
        
        1978-79, c. 9, s. 1(F)
        
        Marginal note: Assurance that endorsement effective
        
        77 (1) An issuer may require an assurance that each necessary endorsement on a security is genuine and effective by requiring a guarantee of the signature of the person endorsing, and by requiring
        
        (a) if the endorsement is by an agent or mandatary, reasonable assurance of authority to sign;
        
        (b) if the endorsement is by a fiduciary, evidence of appointment or incumbency;
        
        (c) if there is more than one fiduciary, reasonable assurance that all who are required to sign have done so; and
        
        (d) in any other case, assurance that corresponds as closely as practicable to the foregoing.
        
        (a) in the case of a fiduciary appointed by a court, a copy of the order certified in accordance with subsection 51(7), and dated not earlier than sixty days before the date a security is presented for transfer; or
        
        (b) in any other case, a copy of a document showing the appointment or other evidence believed by the issuer to be appropriate.
        
        R.S., 1985, c. C-44, s. 77
        
        2011, c. 21, s. 39(E)
        
        Marginal note: Limited duty of inquiry
        
        78 (1) An issuer to whom a security is presented for registration has a duty to inquire into adverse claims if
        
        (a) written notice of an adverse claim has been received at a time and in a manner that affords the issuer a reasonable opportunity to act on it before the issue of a new, reissued or re-registered security and the notice discloses the name and address of the claimant, the registered owner and the issue of which the security is a part; or
        
        (b) the issuer is deemed to have notice of an adverse claim from a document that it obtained under subsection 77(7).
        
        (a) the issuer is served with a restraining order or other order of a court; or
        
        (b) the issuer is provided with an indemnity bond sufficient in the issuer’s judgment to protect the issuer and any registrar, transfer agent or other agent or mandatary of the issuer from any loss that may be incurred by any of them as a result of complying with the adverse claim.
        
        (a) an issuer registering a security in the name of a person who is a fiduciary or who is described as a fiduciary is not bound to inquire into the existence, extent or correct description of the fiduciary relationship and thereafter the issuer may assume without inquiry that the newly registered owner continues to be the fiduciary until the issuer receives written notice that the fiduciary is no longer acting as such with respect to the particular security;
        
        (b) an issuer registering transfer on an endorsement by a fiduciary has no duty to inquire whether the transfer is made in compliance with the document or with the law of the jurisdiction governing the fiduciary relationship; and
        
        (c) an issuer is deemed not to have notice of the contents of any court record or any registered document even if the record or document is in the issuer’s possession and even if the transfer is made on the endorsement of a fiduciary to the fiduciary or the fiduciary’s nominee.
        
        R.S., 1985, c. C-44, s. 78
        
        2001, c. 14, s. 135(E)
        
        2011, c. 21, s. 40(E)
        
        Marginal note: Limitation of issuer’s liability
        
        79 (1) Subject to any applicable law relating to the collection of taxes, the issuer is not liable to the owner or any other person who incurs a loss as a result of the registration of a transfer of a security if
        
        (a) the necessary endorsements were on or with the security; and
        
        (b) the issuer had no duty to inquire into adverse claims or had discharged any such duty.
        
        (a) subsection (1) applies;
        
        (b) the owner is precluded by subsection 80(1) from asserting any claim; or
        
        (c) the delivery would result in overissue, in which case the issuer’s liability is governed by section 52.
        
        1974-75-76, c. 33, s. 74
        
        1978-79, c. 9, s. 1(F)
        
        Marginal note: Notice of lost or stolen security
        
        80 (1) Where a security has been lost, apparently destroyed or wrongfully taken, and the owner fails to notify the issuer of that fact by giving the issuer written notice of an adverse claim within a reasonable time after discovering the loss, destruction or taking and if the issuer has registered a transfer of the security before receiving such notice, the owner is precluded from asserting against the issuer any claim to a new security.
        
        Marginal note: Duty of issuer to issue a new security (2) Where the owner of a security claims that the security has been lost, destroyed or wrongfully taken, the issuer shall issue a new security in place of the original security if the owner
        
        (a) so requests before the issuer has notice that the security has been acquired by a bona fide purchaser;
        
        (b) furnishes the issuer with a sufficient indemnity bond; and
        
        (c) satisfies any other reasonable requirements imposed by the issuer.
        
        R.S., 1985, c. C-44, s. 80
        
        2001, c. 14, s. 135(E)
        
        Marginal note: Rights and obligations
        
        81 (1) An authenticating trustee, registrar, transfer agent or other agent or mandatary of an issuer has, in respect of the issue, registration of transfer and cancellation of a security of the issuer,
        
        (a) a duty to the issuer to exercise good faith and reasonable diligence; and
        
        (b) the same obligations to the holder or owner of a security and the same rights, privileges and immunities as the issuer.
        
        R.S., 1985, c. C-44, s. 81
        
        2011, c. 21, s. 41
        
        PART VIII Trust Indentures
        
        Marginal note: Definitions
        
        82 (1) In this Part, means an event specified in a trust indenture on the occurrence of which
        
        (a) a security interest constituted by the trust indenture becomes enforceable, or
        
        (b) the principal, interest and other moneys payable thereunder become or may be declared to be payable before maturity,
        
        but the event is not an event of default until all conditions prescribed by the trust indenture in connection with such event for the giving of notice or the lapse of time or otherwise have been satisfied; ( cas de défaut )
        
        means any person appointed as trustee, including the administrator of the property of others, under the terms of a trust indenture to which a corporation is a party and includes any successor trustee; ( fiduciaire )
        
        means any deed, indenture or other instrument or act, including any supplement or amendment, made by a corporation after its incorporation or continuance under this Act, under which the corporation issues debt obligations and in which a person is appointed as trustee for the holders of the debt obligations. ( acte de fiducie )
        
        R.S., 1985, c. C-44, s. 82
        
        2001, c. 14, s. 34(F)
        
        2011, c. 21, s. 42
        
        Marginal note: Conflict of interest
        
        83 (1) No person shall be appointed as trustee if there is a material conflict of interest between their role as trustee and their role in any other capacity.
        
        Marginal note: Eliminating conflict of interest (2) A trustee shall, within ninety days after becoming aware that a material conflict of interest exists
        
        (a) eliminate such conflict of interest; or
        
        (b) resign from office.
        
        R.S., 1985, c. C-44, s. 83
        
        2001, c. 14, s. 135(E)
        
        Marginal note: Qualification of trustee
        
        84 A trustee, or at least one of the trustees if more than one is appointed, shall be a body corporate incorporated under the laws of Canada or a province and authorized to carry on the business of a trust company.
        
        1974-75-76, c. 33, s. 79
        
        1978-79, c. 9, s. 1(F)
        
        Marginal note: List of security holders
        
        85 (1) A holder of debt obligations issued under a trust indenture may, on payment to the trustee of a reasonable fee, require the trustee to furnish, within fifteen days after delivering to the trustee the statutory declaration referred to in subsection (4), a list setting out
        
        (a) the names and addresses of the registered holders of the outstanding debt obligations,
        
        (b) the principal amount of outstanding debt obligations owned by each such holder, and
        
        (c) the aggregate principal amount of debt obligations outstanding
        
        as shown on the records maintained by the trustee on the day that the statutory declaration is delivered to that trustee.
        
        (a) the name and address of the person requiring the trustee to furnish the list and, if the person is a body corporate, the address for service thereof; and
        
        (b) that the list will not be used except as permitted under subsection (5).
        
        (a) an effort to influence the voting of the holders of debt obligations;
        
        (b) an offer to acquire debt obligations; or
        
        (c) any other matter relating to the debt obligations or the affairs of the issuer or guarantor thereof.
        
        1974-75-76, c. 33, s. 80
        
        1978-79, c. 9, s. 1(F)
        
        Marginal note: Evidence of compliance
        
        86 (1) An issuer or a guarantor of debt obligations issued or to be issued under a trust indenture shall, before doing any act under paragraph (a), (b) or (c), furnish the trustee with evidence of compliance with the conditions in the trust indenture relating to
        
        (a) the issue, certification and delivery of debt obligations under the trust indenture;
        
        (b) the release or release and substitution of property subject to a security interest constituted by the trust indenture; or
        
        (c) the satisfaction and discharge of the trust indenture.
        
        1974-75-76, c. 33, s. 81
        
        1978-79, c. 9, s. 1(F)
        
        Marginal note: Contents of declaration, etc.
        
        87 Evidence of compliance as required by section 86 shall consist of
        
        (a) a statutory declaration or certificate made by a director or an officer of the issuer or guarantor stating that the conditions referred to in that section have been complied with; and
        
        (b) where the trust indenture requires compliance with conditions that are subject to review
        
        (i) by legal counsel, an opinion of legal counsel that such conditions have been complied with, and
        
        (ii) by an auditor or accountant, an opinion or report of the auditor of the issuer or guarantor, or such other accountant as the trustee may select, that such conditions have been complied with.
        
        1974-75-76, c. 33, s. 82
        
        1978-79, c. 9, s. 1(F)
        
        Marginal note: Further evidence of compliance
        
        88 The evidence of compliance referred to in section 87 shall include a statement by the person giving the evidence
        
        (a) declaring that they have read and understand the conditions of the trust indenture described in section 86;
        
        (b) describing the nature and scope of the examination or investigation on which the certificate, statement or opinion is based; and
        
        (c) declaring that they have made the examination or investigation that they believe necessary to enable them to make their statements or give their opinions.
        
        R.S., 1985, c. C-44, s. 88
        
        2001, c. 14, s. 135(E)
        
        Marginal note: Trustee may require evidence of compliance
        
        89 (1) On the demand of a trustee, the issuer or guarantor of debt obligations issued under a trust indenture shall furnish the trustee with evidence in such form as the trustee may require as to compliance with any condition thereto relating to any action required or permitted to be taken by the issuer or guarantor under the trust indenture.
        
        Marginal note: Certificate of compliance (2) At least once in each twelve month period beginning on the date of the trust indenture and at any other time on the demand of a trustee, the issuer or guarantor of debt obligations issued under a trust indenture shall furnish the trustee with a certificate that the issuer or guarantor has complied with all requirements contained in the trust indenture that, if not complied with, would, with the giving of notice, lapse of time or otherwise, constitute an event of default, or, if there has been failure to so comply, giving particulars thereof.
        
        1974-75-76, c. 33, s. 84
        
        1978-79, c. 9, s. 1(F)
        
        Marginal note: Notice of default
        
        90 The trustee shall give to the holders of debt obligations issued under a trust indenture, within thirty days after the trustee becomes aware of the occurrence thereof, notice of every event of default arising under the trust indenture and continuing at the time the notice is given, unless the trustee reasonably believes that it is in the best interests of the holders of the debt obligations to withhold such notice and so informs the issuer and guarantor in writing.
        
        1974-75-76, c. 33, s. 85
        
        1978-79, c. 9, s. 1(F)
        
        Marginal note: Duty of care
        
        91 A trustee in exercising their powers and discharging their duties shall
        
        (a) act honestly and in good faith with a view to the best interests of the holders of the debt obligations issued under the trust indenture; and
        
        (b) exercise the care, diligence and skill of a reasonably prudent trustee.
        
        R.S., 1985, c. C-44, s. 91
        
        2001, c. 14, s. 135(E)
        
        Marginal note: Reliance on statements
        
        92 Notwithstanding section 91, a trustee is not liable if they rely in good faith on statements contained in a statutory declaration, certificate, opinion or report that complies with this Act or the trust indenture.
        
        R.S., 1985, c. C-44, s. 92
        
        2001, c. 14, s. 135(E)
        
        Marginal note: No exculpation
        
        93 No term of a trust indenture or of any agreement between a trustee and the holders of debt obligations issued thereunder or between the trustee and the issuer or guarantor shall operate so as to relieve a trustee from the duties imposed on the trustee by section 91.
        
        R.S., 1985, c. C-44, s. 93
        
        2001, c. 14, s. 135(E)
        
        PART IX Receivers, Receiver-managers and Sequestrators
        
        Marginal note: Functions of receiver or sequestrator
        
        94 A receiver or sequestrator of any property of a corporation may, subject to the rights of secured creditors, receive the income from the property, pay the liabilities connected with the property and realize the security interest of those on behalf of whom the receiver or sequestrator is appointed, but, except to the extent permitted by a court, the receiver or sequestrator may not carry on the business of the corporation.
        
        R.S., 1985, c. C-44, s. 94
        
        2001, c. 14, s. 135(E)
        
        2011, c. 21, s. 44(E)
        
        Marginal note: Functions of receiver-manager
        
        95 A receiver-manager of the corporation may carry on any business of the corporation to protect the security interest of those on behalf of whom the receiver-manager is appointed.
        
        R.S., 1985, c. C-44, s. 95
        
        2001, c. 14, s. 135(E)
        
        2011, c. 21, s. 45
        
        Marginal note: Directors’ powers cease
        
        96 If a receiver-manager or sequestrator is appointed by a court or under an instrument or act, the powers of the directors of the corporation that the receiver-manager or sequestrator is authorized to exercise may not be exercised by the directors until the receiver-manager or sequestrator is discharged.
        
        R.S., 1985, c. C-44, s. 96
        
        2011, c. 21, s. 45
        
        Marginal note: Duty to act
        
        97 A receiver, receiver-manager or sequestrator appointed by a court shall act in accordance with the directions of the court.
        
        R.S., 1985, c. C-44, s. 97
        
        2011, c. 21, s. 46(E)
        
        Marginal note: Duty under instrument or act
        
        98 A receiver, receiver-manager or sequestrator appointed under an instrument or act shall act in accordance with that instrument or act and any direction of a court made under section 100.
        
        R.S., 1985, c. C-44, s. 98
        
        2011, c. 21, s. 46(E)
        
        Marginal note: Duty of care
        
        99 A receiver, receiver-manager or sequestrator of a corporation appointed under an instrument or act shall
        
        (a) act honestly and in good faith; and
        
        (b) deal with any property of the corporation in their possession or control in a commercially reasonable manner.
        
        R.S., 1985, c. C-44, s. 99
        
        2001, c. 14, s. 135(E)
        
        2011, c. 21, s. 47(E)
        
        Marginal note: Directions given by court
        
        100 On an application by a receiver, receiver-manager or sequestrator, whether appointed by a court or under an instrument or act, or on an application by any interested person, a court may make any order it thinks fit including, without limiting the generality of the foregoing,
        
        (a) an order appointing, replacing or discharging a receiver, receiver-manager or sequestrator and approving their accounts;
        
        (b) an order determining the notice to be given to any person or dispensing with notice to any person;
        
        (c) an order fixing the remuneration of the receiver, receiver-manager or sequestrator;
        
        (d) an order requiring the receiver, receiver-manager or sequestrator, or a person by or on behalf of whom the receiver, receiver-manager or sequestrator is appointed, to make good any default in connection with the receiver’s, receiver-manager’s or sequestrator’s custody or management of the property and business of the corporation, or to relieve any such person from any default on any terms that the court thinks fit, and to confirm any act of the receiver, receiver-manager or sequestrator; and
        
        (e) an order giving directions on any matter relating to the duties of the receiver, receiver-manager or sequestrator.
        
        R.S., 1985, c. C-44, s. 100
        
        2001, c. 14, s. 135(E)
        
        2011, c. 21, s. 48(E)
        
        Marginal note: Duties of receiver, receiver-manager or sequestrator
        
        101 A receiver, receiver-manager or sequestrator shall
        
        (a) immediately notify the Director of their appointment and discharge;
        
        (b) take into their custody and control the property of the corporation in accordance with the court order or instrument or act under which they are appointed;
        
        (c) open and maintain a bank account in their name as receiver, receiver-manager or sequestrator of the corporation for the moneys of the corporation coming under their control;
        
        (d) keep detailed accounts of all transactions carried out as receiver, receiver-manager or sequestrator;
        
        (e) keep accounts of their administration that shall be available during usual business hours for inspection by the directors of the corporation;
        
        (f) prepare at least once in every six month period after the date of their appointment financial statements of their administration as far as is practicable in the form required by section 155; and
        
        (g) on completion of their duties, render a final account of their administration in the form adopted for interim accounts under paragraph (f).
        
        R.S., 1985, c. C-44, s. 101
        
        2001, c. 14, s. 135(E)
        
        2011, c. 21, s. 49(E)
        
        PART X Directors and Officers
        
        Marginal note: Duty to manage or supervise management
        
        102 (1) Subject to any unanimous shareholder agreement, the directors shall manage, or supervise the management of, the business and affairs of a corporation.
        
        Marginal note: Number of directors (2) A corporation shall have one or more directors but a distributing corporation, any of the issued securities of which remain outstanding and are held by more than one person, shall have not fewer than three directors, at least two of whom are not officers or employees of the corporation or its affiliates.
        
        R.S., 1985, c. C-44, s. 102
        
        2001, c. 14, s. 35
        
        Marginal note: By-laws
        
        103 (1) Unless the articles, by-laws or a unanimous shareholder agreement otherwise provide, the directors may, by resolution, make, amend or repeal any by-laws that regulate the business or affairs of the corporation.
        
        Marginal note: Shareholder approval (2) The directors shall submit a by-law, or an amendment or a repeal of a by-law, made under subsection (1) to the shareholders at the next meeting of shareholders, and the shareholders may, by ordinary resolution, confirm, reject or amend the by-law, amendment or repeal.
        
        Marginal note: Effective date (3) A by-law, or an amendment or a repeal of a by-law, is effective from the date of the resolution of the directors under subsection (1) until it is confirmed, confirmed as amended or rejected by the shareholders under subsection (2) or until it ceases to be effective under subsection (4) and, where the by-law is confirmed or confirmed as amended, it continues in effect in the form in which it was so confirmed.
        
        Marginal note: Idem (4) If a by-law, an amendment or a repeal is rejected by the shareholders, or if the directors do not submit a by-law, an amendment or a repeal to the shareholders as required under subsection (2), the by-law, amendment or repeal ceases to be effective and no subsequent resolution of the directors to make, amend or repeal a by-law having substantially the same purpose or effect is effective until it is confirmed or confirmed as amended by the shareholders.
        
        Marginal note: Shareholder proposal (5) A shareholder entitled to vote at an annual meeting of shareholders may, in accordance with section 137, make a proposal to make, amend or repeal a by-law.
        
        R.S., 1985, c. C-44, s. 103
        
        2001, c. 14, s. 36(F)
        
        Marginal note: Organization meeting
        
        104 (1) After issue of the certificate of incorporation, a meeting of the directors of the corporation shall be held at which the directors may
        
        (a) make by-laws;
        
        (b) adopt forms of security certificates and corporate records;
        
        (c) authorize the issue of securities;
        
        (d) appoint officers;
        
        (e) appoint an auditor to hold office until the first annual meeting of shareholders;
        
        (f) make banking arrangements; and
        
        (g) transact any other business.
        
        1974-75-76, c. 33, s. 99
        
        1978-79, c. 9, ss. 1(F), 28
        
        Marginal note: Qualifications of directors
        
        105 (1) The following persons are disqualified from being a director of a corporation:
        
        (a) anyone who is less than eighteen years of age;
        
        (b) anyone who is incapable;
        
        (c) a person who is not an individual; or
        
        (d) a person who has the status of bankrupt.
        
        (a) the most recent consolidated financial statements of the holding corporation referred to in section 157; or
        
        (b) the most recent financial statements of the holding corporation and its subsidiary bodies corporate as at the end of the last completed financial year of the holding corporation.
        
        R.S., 1985, c. C-44, s. 105
        
        2001, c. 14, s. 37
        
        2018, c. 8, s. 12
        
        Marginal note: Notice of directors
        
        106 (1) At the time of sending articles of incorporation, the incorporators shall send to the Director a notice of directors in the form that the Director fixes, and the Director shall file the notice.
        
        Marginal note: Term of office (2) Each director named in the notice referred to in subsection (1) holds office from the issue of the certificate of incorporation until the first meeting of shareholders.
        
        Marginal note: Election of directors (3) Subject to subsection (3.1) and paragraph 107(b), shareholders of a corporation shall, by ordinary resolution at the first meeting of shareholders and at each succeeding annual meeting at which an election of directors is required, elect directors to hold office for a term ending not later than the close of the third annual meeting of shareholders following the election.
        
        Marginal note: Election of directors — distributing corporations (3.1) Subject to paragraph 107(b), shareholders of a distributing corporation shall, by ordinary resolution at the first meeting of shareholders and at each succeeding annual meeting at which an election of directors is required, elect directors to hold office for a term ending not later than the close of the next annual meeting of shareholders following the election.
        
        Marginal note: Exceptions — certain distributing corporations (3.2) Despite subsection (3.1), in the case of any prescribed class of distributing corporations or in any prescribed circumstances respecting distributing corporations or classes of distributing corporations, the directors are to be elected in accordance with subsection (3).
        
        Marginal note: Separate vote for each candidate (3.3) If the election of directors is for a prescribed corporation, a separate vote of shareholders shall be taken with respect to each candidate nominated for director.
        
        Marginal note: Majority voting (3.4) If, at a meeting of shareholders of a distributing corporation — other than in the case of a prescribed class of distributing corporations — at which an election of directors is required, there is only one candidate nominated for each position available on the board, each candidate is elected only if the number of votes cast in their favour represents a majority of the votes cast for and against them by the shareholders who are present in person or represented by proxy, unless the articles require a greater number of votes.
        
        Marginal note: Staggered terms (4) It is not necessary that all directors elected at a meeting of shareholders hold office for the same term.
        
        Marginal note: No stated terms (5) A director not elected for an expressly stated term ceases to hold office at the close of the first annual meeting of shareholders following the director’s election.
        
        Marginal note: Incumbent directors (6) Despite subsections (2), (3) to (3.2) and (5) and subject to subsection (6.1), if directors are not elected at a meeting of shareholders, the incumbent directors continue in office until their successors are elected.
        
        Marginal note: Incumbent director not elected (6.1) If an incumbent director who was a candidate in an election held in accordance with subsection (3.4) was not elected during the election, the director may continue in office until the earlier of
        
        (a) the 90th day after the day of the election; and
        
        (b) the day on which their successor is appointed or elected.
        
        (a) a lack of consent, disqualification under subsection 105(1) or the death of any candidates; or
        
        (b) a lack of a majority referred to in subsection (3.4).
        
        (a) he or she was present at the meeting when the election or appointment took place and he or she did not refuse to hold office as a director; or
        
        (b) he or she was not present at the meeting when the election or appointment took place and
        
        (i) he or she consented to hold office as a director in writing before the election or appointment or within ten days after it, or
        
        (ii) he or she has acted as a director pursuant to the election or appointment.
        
        R.S., 1985, c. C-44, s. 106
        
        1994, c. 24, s. 11
        
        2001, c. 14, ss. 38, 135(E)
        
        2018, c. 8, s. 13
        
        Marginal note: Cumulative voting
        
        107 Where the articles provide for cumulative voting,
        
        (a) the articles shall require a fixed number and not a minimum and maximum number of directors;
        
        (b) each shareholder entitled to vote at an election of directors has the right to cast a number of votes equal to the number of votes attached to the shares held by the shareholder multiplied by the number of directors to be elected, and may cast all of those votes in favour of one candidate or distribute them among the candidates in any manner;
        
        (c) a separate vote of shareholders shall be taken with respect to each candidate nominated for director unless a resolution is passed unanimously permitting two or more persons to be elected by a single resolution;
        
        (d) if a shareholder has voted for more than one candidate without specifying the distribution of votes, the shareholder is deemed to have distributed the votes equally among those candidates;
        
        (e) if the number of candidates nominated for director exceeds the number of positions to be filled, the candidates who receive the least number of votes shall be eliminated until the number of candidates remaining equals the number of positions to be filled;
        
        (f) each director ceases to hold office at the close of the first annual meeting of shareholders following the director’s election;
        
        (g) a director may be removed from office only if the number of votes cast in favour of the director’s removal is greater than the product of the number of directors required by the articles and the number of votes cast against the motion; and
        
        (h) the number of directors required by the articles may be decreased only if the votes cast in favour of the motion to decrease the number of directors is greater than the product of the number of directors required by the articles and the number of votes cast against the motion.
        
        R.S., 1985, c. C-44, s. 107
        
        2001, c. 14, ss. 39(E), 135(E)
        
        Marginal note: Ceasing to hold office
        
        108 (1) A director of a corporation ceases to hold office when the director
        
        (a) dies or resigns;
        
        (b) is removed in accordance with section 109; or
        
        (c) becomes disqualified under subsection 105(1).
        
        R.S., 1985, c. C-44, s. 108
        
        2001, c. 14, s. 135(E)
        
        Marginal note: Removal of directors
        
        109 (1) Subject to paragraph 107(g), the shareholders of a corporation may by ordinary resolution at a special meeting remove any director or directors from office.
        
        Marginal note: Exception (2) Where the holders of any class or series of shares of a corporation have an exclusive right to elect one or more directors, a director so elected may only be removed by an ordinary resolution at a meeting of the shareholders of that class or series.
        
        Marginal note: Vacancy (3) Subject to paragraphs 107(b) to (e), a vacancy created by the removal of a director may be filled at the meeting of the shareholders at which the director is removed or, if not so filled, may be filled under section 111.
        
        Marginal note: Resignation (or removal) (4) If all of the directors have resigned or have been removed without replacement, a person who manages or supervises the management of the business and affairs of the corporation is deemed to be a director for the purposes of this Act.
        
        Marginal note: Exception (5) Subsection (4) does not apply to
        
        (a) an officer who manages the business or affairs of the corporation under the direction or control of a shareholder or other person;
        
        (b) a lawyer, notary, accountant or other professional who participates in the management of the corporation solely for the purpose of providing professional services; or
        
        (c) a trustee in bankruptcy, receiver, receiver-manager, sequestrator or secured creditor who participates in the management of the corporation or exercises control over its property solely for the purpose of the realization of security or the administration of a bankrupt’s estate, in the case of a trustee in bankruptcy.
        
        R.S., 1985, c. C-44, s. 109
        
        2001, c. 14, s. 40
        
        2011, c. 21, s. 50(E)
        
        Marginal note: Attendance at meeting
        
        110 (1) A director of a corporation is entitled to receive notice of and to attend and be heard at every meeting of shareholders.
        
        Marginal note: Statement of director (2) A director who
        
        (a) resigns,
        
        (b) receives a notice or otherwise learns of a meeting of shareholders called for the purpose of removing the director from office, or
        
        (c) receives a notice or otherwise learns of a meeting of directors or shareholders at which another person is to be appointed or elected to fill the office of director, whether because of the director’s resignation or removal or because the director’s term of office has expired or is about to expire,
        
        is entitled to submit to the corporation a written statement giving reasons for resigning or for opposing any proposed action or resolution.
        
        R.S., 1985, c. C-44, s. 110
        
        2001, c. 14, s. 135(E)
        
        2018, c. 8, s. 13.1(F)
        
        Marginal note: Filling vacancy
        
        111 (1) Despite subsection 114(3), but subject to subsections (3) and (4), a quorum of directors may fill a vacancy among the directors, except a vacancy resulting from an increase in the number or the minimum or maximum number of directors or a failure to elect the number or minimum number of directors provided for in the articles.
        
        Marginal note: Calling meeting (2) If there is not a quorum of directors or if there has been a failure to elect the number or minimum number of directors provided for in the articles, the directors then in office shall without delay call a special meeting of shareholders to fill the vacancy and, if they fail to call a meeting or if there are no directors then in office, the meeting may be called by any shareholder.
        
        Marginal note: Class director (3) If the holders of any class or series of shares of a corporation have an exclusive right to elect one or more directors and a vacancy occurs among those directors,
        
        (a) subject to subsection (4), the remaining directors elected by the holders of that class or series of shares may fill the vacancy except a vacancy resulting from an increase in the number or the minimum or maximum number of directors for that class or series or from a failure to elect the number or minimum number of directors provided for in the articles for that class or series; or
        
        (b) if there are no remaining directors any holder of shares of that class or series may call a meeting of the holders of shares of that class or series for the purpose of filling the vacancy.
        
        R.S., 1985, c. C-44, s. 111
        
        2001, c. 14, ss. 41, 135(E)
        
        Marginal note: Number of directors
        
        112 (1) The shareholders of a corporation may amend the articles to increase or, subject to paragraph 107(h), to decrease the number of directors, or the minimum or maximum number of directors, but no decrease shall shorten the term of an incumbent director.
        
        Marginal note: Election of directors where articles amended (2) Where the shareholders at a meeting adopt an amendment to the articles of a corporation to increase or, subject to paragraph 107(h) and to subsection (1), decrease the number or minimum or maximum number of directors, the shareholders may, at the meeting, elect the number of directors authorized by the amendment, and for that purpose, notwithstanding subsections 179(1) and 262(3), on the issue of a certificate of amendment the articles are deemed to be amended as of the date the shareholders adopt the amendment.
        
        R.S., 1985, c. C-44, s. 112
        
        1994, c. 24, s. 12
        
        Marginal note: Notice of change of director or director’s address
        
        113 (1) A corporation shall, within fifteen days after
        
        (a) a change is made among its directors, or
        
        (b) it receives a notice of change of address of a director referred to in subsection (1.1),
        
        send to the Director a notice, in the form that the Director fixes, setting out the change, and the Director shall file the notice.
        
        R.S., 1985, c. C-44, s. 113
        
        2001, c. 14, s. 42
        
        Marginal note: Meeting of directors
        
        114 (1) Unless the articles or by-laws otherwise provide, the directors may meet at any place and on such notice as the by-laws require.
        
        Marginal note: Quorum (2) Subject to the articles or by-laws, a majority of the number of directors or minimum number of directors required by the articles constitutes a quorum at any meeting of directors, and, notwithstanding any vacancy among the directors, a quorum of directors may exercise all the powers of the directors.
        
        Marginal note: Canadian directors present at meetings (3) Directors, other than directors of a corporation referred to in subsection 105(4), shall not transact business at a meeting of directors unless,
        
        (a) if the corporation is subject to subsection 105(3), at least twenty-five per cent of the directors present are resident Canadians or, if the corporation has less than four directors, at least one of the directors present is a resident Canadian; or
        
        (b) if the corporation is subject to subsection 105(3.1), a majority of directors present are resident Canadians or if the corporation has only two directors, at least one of the directors present is a resident Canadian.
        
        (a) a resident Canadian director who is unable to be present approves in writing, or by telephonic, electronic or other communication facility, the business transacted at the meeting; and
        
        (b) the required number of resident Canadian directors would have been present had that director been present at the meeting.
        
        R.S., 1985, c. C-44, s. 114
        
        2001, c. 14, s. 43
        
        Marginal note: Delegation
        
        115 (1) Directors of a corporation may appoint from their number a managing director who is a resident Canadian or a committee of directors and delegate to such managing director or committee any of the powers of the directors.
        
        (2) [Repealed, 2001, c. 14, s. 44]
        
        Marginal note: Limits on authority (3) Notwithstanding subsection (1), no managing director and no committee of directors has authority to
        
        (a) submit to the shareholders any question or matter requiring the approval of the shareholders;
        
        (b) fill a vacancy among the directors or in the office of auditor, or appoint additional directors;
        
        (c) issue securities except as authorized by the directors;
        
        (c.1) issue shares of a series under section 27 except as authorized by the directors;
        
        (d) declare dividends;
        
        (e) purchase, redeem or otherwise acquire shares issued by the corporation;
        
        (f) pay a commission referred to in section 41 except as authorized by the directors;
        
        (g) approve a management proxy circular referred to in Part XIII;
        
        (h) approve a take-over bid circular or directors’ circular referred to in Part XVII;
        
        (i) approve any financial statements referred to in section 155; or
        
        (j) adopt, amend or repeal by-laws.
        
        R.S., 1985, c. C-44, s. 115
        
        2001, c. 14, s. 44
        
        Marginal note: Validity of acts of directors and officers
        
        116 An act of a director or officer is valid notwithstanding an irregularity in their election or appointment or a defect in their qualification.
        
        R.S., 1985, c. C-44, s. 116
        
        2001, c. 14, s. 135(E)
        
        Marginal note: Resolution in lieu of meeting
        
        117 (1) A resolution in writing, signed by all the directors entitled to vote on that resolution at a meeting of directors or committee of directors, is as valid as if it had been passed at a meeting of directors or committee of directors.
        
        Marginal note: Filing resolution (2) A copy of every resolution referred to in subsection (1) shall be kept with the minutes of the proceedings of the directors or committee of directors.
        
        Marginal note: Evidence (3) Unless a ballot is demanded, an entry in the minutes of a meeting to the effect that the chairperson of the meeting declared a resolution to be carried or defeated is, in the absence of evidence to the contrary, proof of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution.
        
        R.S., 1985, c. C-44, s. 117
        
        2001, c. 14, s. 45
        
        Marginal note: Directors’ liability
        
        118 (1) Directors of a corporation who vote for or consent to a resolution authorizing the issue of a share under section 25 for a consideration other than money are jointly and severally, or solidarily, liable to the corporation to make good any amount by which the consideration received is less than the fair equivalent of the money that the corporation would have received if the share had been issued for money on the date of the resolution.
        
        Marginal note: Further directors’ liabilities (2) Directors of a corporation who vote for or consent to a resolution authorizing any of the following are jointly and severally, or solidarily, liable to restore to the corporation any amounts so distributed or paid and not otherwise recovered by the corporation:
        
        (a) a purchase, redemption or other acquisition of shares contrary to section 34, 35 or 36;
        
        (b) a commission contrary to section 41;
        
        (c) a payment of a dividend contrary to section 42;
        
        (d) a payment of an indemnity contrary to section 124; or
        
        (e) a payment to a shareholder contrary to section 190 or 241.
        
        (a) order a shareholder or other recipient to pay or deliver to a director any money or property that was paid or distributed to the shareholder or other recipient contrary to section 34, 35, 36, 41, 42, 124, 190 or 241;
        
        (b) order a corporation to return or issue shares to a person from whom the corporation has purchased, redeemed or otherwise acquired shares; or
        
        (c) make any further order it thinks fit.
        
        R.S., 1985, c. C-44, s. 118
        
        2001, c. 14, ss. 46, 135(E)
        
        Marginal note: Liability of directors for wages
        
        119 (1) Directors of a corporation are jointly and severally, or solidarily, liable to employees of the corporation for all debts not exceeding six months wages payable to each such employee for services performed for the corporation while they are such directors respectively.
        
        Marginal note: Conditions precedent to liability (2) A director is not liable under subsection (1) unless
        
        (a) the corporation has been sued for the debt within six months after it has become due and execution has been returned unsatisfied in whole or in part;
        
        (b) the corporation has commenced liquidation and dissolution proceedings or has been dissolved and a claim for the debt has been proved within six months after the earlier of the date of commencement of the liquidation and dissolution proceedings and the date of dissolution; or
        
        (c) the corporation has made an assignment or a bankruptcy order has been made against it under the Bankruptcy and Insolvency Act and a claim for the debt has been proved within six months after the date of the assignment or bankruptcy order.
        
        (a) in Quebec, subrogated to the employee’s rights as declared in the judgment; and
        
        (b) elsewhere in Canada, entitled to an assignment of the judgment.
        
        R.S., 1985, c. C-44, s. 119
        
        1992, c. 27, s. 90
        
        2001, c. 14, ss. 47, 135(E)
        
        2004, c. 25, s. 187
        
        2011, c. 21, s. 51
        
        Marginal note: Disclosure of interest
        
        120 (1) A director or an officer of a corporation shall disclose to the corporation, in writing or by requesting to have it entered in the minutes of meetings of directors or of meetings of committees of directors, the nature and extent of any interest that he or she has in a material contract or material transaction, whether made or proposed, with the corporation, if the director or officer
        
        (a) is a party to the contract or transaction;
        
        (b) is a director or an officer, or an individual acting in a similar capacity, of a party to the contract or transaction; or
        
        (c) has a material interest in a party to the contract or transaction.
        
        (a) at the meeting at which a proposed contract or transaction is first considered;
        
        (b) if the director was not, at the time of the meeting referred to in paragraph (a), interested in a proposed contract or transaction, at the first meeting after he or she becomes so interested;
        
        (c) if the director becomes interested after a contract or transaction is made, at the first meeting after he or she becomes so interested; or
        
        (d) if an individual who is interested in a contract or transaction later becomes a director, at the first meeting after he or she becomes a director.
        
        (a) immediately after he or she becomes aware that the contract, transaction, proposed contract or proposed transaction is to be considered or has been considered at a meeting;
        
        (b) if the officer becomes interested after a contract or transaction is made, immediately after he or she becomes so interested; or
        
        (c) if an individual who is interested in a contract later becomes an officer, immediately after he or she becomes an officer.
        
        (a) relates primarily to his or her remuneration as a director, officer, employee, agent or mandatary of the corporation or an affiliate;
        
        (b) is for indemnity or insurance under section 124; or
        
        (c) is with an affiliate.
        
        (a) the director or officer is a director or officer, or acting in a similar capacity, of a party referred to in paragraph (1)(b) or (c);
        
        (b) the director or officer has a material interest in the party; or
        
        (c) there has been a material change in the nature of the director’s or the officer’s interest in the party.
        
        (a) disclosure of the interest was made in accordance with subsections (1) to (6);
        
        (b) the directors approved the contract or transaction; and
        
        (c) the contract or transaction was reasonable and fair to the corporation when it was approved.
        
        (a) the contract or transaction is approved or confirmed by special resolution at a meeting of the shareholders;
        
        (b) disclosure of the interest was made to the shareholders in a manner sufficient to indicate its nature before the contract or transaction was approved or confirmed; and
        
        (c) the contract or transaction was reasonable and fair to the corporation when it was approved or confirmed.
        
        R.S., 1985, c. C-44, s. 120
        
        2001, c. 14, s. 48
        
        2011, c. 21, s. 52(E)
        
        Marginal note: Officers
        
        121 Subject to the articles, the by-laws or any unanimous shareholder agreement,
        
        (a) the directors may designate the offices of the corporation, appoint as officers persons of full capacity, specify their duties and delegate to them powers to manage the business and affairs of the corporation, except powers to do anything referred to in subsection 115(3);
        
        (b) a director may be appointed to any office of the corporation; and
        
        (c) two or more offices of the corporation may be held by the same person.
        
        R.S., 1985, c. C-44, s. 121
        
        2001, c. 14, s. 49(F)
        
        Marginal note: Duty of care of directors and officers
        
        122 (1) Every director and officer of a corporation in exercising their powers and discharging their duties shall
        
        (a) act honestly and in good faith with a view to the best interests of the corporation; and
        
        (b) exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.
        
        (a) the interests of
        
        (i) shareholders,
        
        (ii) employees,
        
        (iii) retirees and pensioners,
        
        (iv) creditors,
        
        (v) consumers, and
        
        (vi) governments;
        
        R.S., 1985, c. C-44, s. 122
        
        1994, c. 24, s. 13(F)
        
        2001, c. 14, s. 135(E)
        
        2019, c. 29, s. 141
        
        Marginal note: Dissent
        
        123 (1) A director who is present at a meeting of directors or committee of directors is deemed to have consented to any resolution passed or action taken at the meeting unless
        
        (a) the director requests a dissent to be entered in the minutes of the meeting, or the dissent has been entered in the minutes;
        
        (b) the director sends a written dissent to the secretary of the meeting before the meeting is adjourned; or
        
        (c) the director sends a dissent by registered mail or delivers it to the registered office of the corporation immediately after the meeting is adjourned.
        
        (a) causes a dissent to be placed with the minutes of the meeting; or
        
        (b) sends a dissent by registered mail or delivers it to the registered office of the corporation.
        
        (a) financial statements of the corporation represented to the director by an officer of the corporation or in a written report of the auditor of the corporation fairly to reflect the financial condition of the corporation; or
        
        (b) a report of a person whose profession lends credibility to a statement made by the professional person.
        
        (a) financial statements of the corporation represented to the director by an officer of the corporation or in a written report of the auditor of the corporation fairly to reflect the financial condition of the corporation; or
        
        (b) a report of a person whose profession lends credibility to a statement made by the professional person.
        
        R.S., 1985, c. C-44, s. 123
        
        2001, c. 14, ss. 50, 135(E)
        
        Marginal note: Indemnification
        
        124 (1) A corporation may indemnify a director or officer of the corporation, a former director or officer of the corporation or another individual who acts or acted at the corporation’s request as a director or officer, or an individual acting in a similar capacity, of another entity, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the individual in respect of any civil, criminal, administrative, investigative or other proceeding in which the individual is involved because of that association with the corporation or other entity.
        
        Marginal note: Advance of costs (2) A corporation may advance moneys to a director, officer or other individual for the costs, charges and expenses of a proceeding referred to in subsection (1). The individual shall repay the moneys if the individual does not fulfil the conditions of subsection (3).
        
        Marginal note: Limitation (3) A corporation may not indemnify an individual under subsection (1) unless the individual
        
        (a) acted honestly and in good faith with a view to the best interests of the corporation, or, as the case may be, to the best interests of the other entity for which the individual acted as director or officer or in a similar capacity at the corporation’s request; and
        
        (b) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the individual had reasonable grounds for believing that the individual’s conduct was lawful.
        
        (a) was not judged by the court or other competent authority to have committed any fault or omitted to do anything that the individual ought to have done; and
        
        (b) fulfils the conditions set out in subsection (3).
        
        (a) in the individual’s capacity as a director or officer of the corporation; or
        
        (b) in the individual’s capacity as a director or officer, or similar capacity, of another entity, if the individual acts or acted in that capacity at the corporation’s request.
        
        R.S., 1985, c. C-44, s. 124
        
        2001, c. 14, s. 51
        
        Marginal note: Remuneration
        
        125 Subject to the articles, the by-laws or any unanimous shareholder agreement, the directors of a corporation may fix the remuneration of the directors, officers and employees of the corporation.
        
        1974-75-76, c. 33, s. 120
        
        1978-79, c. 9, s. 1(F)
        
        PART XI Insider Trading
        
        Marginal note: Definitions
        
        126 (1) In this Part, means an acquisition of all or substantially all the property of one body corporate by another, or an amalgamation of two or more bodies corporate, or any similar reorganization between or among two or more bodies corporate; ( regroupement d’entreprises ) [Repealed, 2001, c. 14, s. 52] means, except in section 131,
        
        (a) a director or officer of a distributing corporation;
        
        (b) a director or officer of a subsidiary of a distributing corporation;
        
        (c) a director or officer of a body corporate that enters into a business combination with a distributing corporation; and
        
        (d) a person employed or retained by a distributing corporation; ( initié )
        
        means 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 an entity, or any other individual who performs functions for an entity similar to those normally performed by an individual occupying any of those offices; ( dirigeant )
        
        means a share carrying voting rights under all circumstances or by reason of the occurrence of an event that has occurred and that is continuing, and includes
        
        (a) a security currently convertible into such a share, and
        
        (b) currently exercisable options and rights to acquire such a share or such a convertible security. ( action )
        
        (a) a director or an officer of a body corporate that beneficially owns, directly or indirectly, shares of a distributing corporation, or that exercises control or direction over shares of the distributing corporation, or that has a combination of any such ownership, control and direction, carrying more than the prescribed percentage of voting rights attached to all of the outstanding shares of the distributing corporation not including shares held by the body corporate as underwriter while those shares are in the course of a distribution to the public is deemed to be an insider of the distributing corporation;
        
        (b) a director or an officer of a body corporate that is a subsidiary is deemed to be an insider of its holding distributing corporation;
        
        (c) a person is deemed to beneficially own shares that are beneficially owned by a body corporate controlled directly or indirectly by the person;
        
        (d) a body corporate is deemed to own beneficially shares beneficially owned by its affiliates; and
        
        (e) the acquisition or disposition by an insider of an option or right to acquire a share is deemed to be a change in the beneficial ownership of the share to which the option or right to acquire relates.
        
        R.S., 1985, c. C-44, s. 126
        
        1994, c. 24, s. 14(F)
        
        2001, c. 14, ss. 52, 135(E)
        
        2018, c. 8, s. 14(F)
        
        127 to 129 [Repealed, 2001, c. 14, s. 53]
        
        Marginal note: Prohibition of short sale
        
        130 (1) An insider shall not knowingly sell, directly or indirectly, a security of a distributing corporation or any of its affiliates if the insider selling the security does not own or has not fully paid for the security to be sold.
        
        Marginal note: Calls and puts (2) An insider shall not knowingly, directly or indirectly, sell a call or buy a put in respect of a security of the corporation or any of its affiliates.
        
        Marginal note: Exception (3) Despite subsection (1), an insider may sell a security they do not own if they own another security convertible into the security sold or an option or right to acquire the security sold and, within ten days after the sale, they
        
        (a) exercise the conversion privilege, option or right and deliver the security so acquired to the purchaser; or
        
        (b) transfer the convertible security, option or right to the purchaser.
        
        R.S., 1985, c. C-44, s. 130
        
        2001, c. 14, s. 54
        
        Marginal note: Definitions
        
        131 (1) In this section, means, with respect to a corporation,
        
        (a) the corporation;
        
        (b) an affiliate of the corporation;
        
        (c) a director or an officer of the corporation or of any person described in paragraph (b), (d) or (f);
        
        (d) a person who beneficially owns, directly or indirectly, shares of the corporation or who exercises control or direction over shares of the corporation, or who has a combination of any such ownership, control and direction, carrying more than the prescribed percentage of voting rights attached to all of the outstanding shares of the corporation not including shares held by the person as underwriter while those shares are in the course of a distribution to the public;
        
        (e) a person, other than a person described in paragraph (f), employed or retained by the corporation or by a person described in paragraph (f);
        
        (f) a person who engages in or proposes to engage in any business or professional activity with or on behalf of the corporation;
        
        (g) a person who received, while they were a person described in any of paragraphs (a) to (f), material confidential information concerning the corporation;
        
        (h) a person who receives material confidential information from a person described in this subsection or in subsection (3) or (3.1), including a person described in this paragraph, and who knows or who ought reasonably to have known that the person giving the information is a person described in this subsection or in subsection (3) or (3.1), including a person described in this paragraph; and
        
        (i) a prescribed person.
        
        (a) a put, call, option or other right or obligation to purchase or sell a security of the corporation; and
        
        (b) a security of another entity, the market price of which varies materially with the market price of the securities of the corporation.
        
        (a) the insider reasonably believed that the information had been generally disclosed;
        
        (b) the information was known, or ought reasonably to have been known, by the seller or purchaser; or
        
        (c) the purchase or sale of the security took place in the prescribed circumstances.
        
        (a) that the insider reasonably believed that the information had been generally disclosed;
        
        (b) that the information was known, or ought reasonably to have been known, by the person who alleges to have suffered the damages;
        
        (c) that the disclosure of the information was necessary in the course of the business of the insider, except if the insider is a person described in subsection (3) or (3.1); or
        
        (d) if the insider is a person described in subsection (3) or (3.1), that the disclosure of the information was necessary to effect the take-over bid or the business combination, as the case may be.
        
        (a) if the plaintiff is a purchaser, the price paid by the plaintiff for the security less the average market price of the security over the twenty trading days immediately following general disclosure of the information; and
        
        (b) if the plaintiff is a seller, the average market price of the security over the twenty trading days immediately following general disclosure of the information, less the price that the plaintiff received for the security.
        
        R.S., 1985, c. C-44, s. 131
        
        2001, c. 14, s. 54
        
        PART XII Shareholders
        
        Marginal note: Place of meetings
        
        132 (1) Meetings of shareholders of a corporation shall be held at the place within Canada provided in the by-laws or, in the absence of such provision, at the place within Canada that the directors determine.
        
        Marginal note: Meeting outside Canada (2) Despite subsection (1), a meeting of shareholders of a corporation may be held at a place outside Canada if the place is specified in the articles or all the shareholders entitled to vote at the meeting agree that the meeting is to be held at that place.
        
        Marginal note: Exception (3) A shareholder who attends a meeting of shareholders held outside Canada is deemed to have agreed to it being held outside Canada except when the shareholder attends the meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully held.
        
        Marginal note: Participation in meeting by electronic means (4) Unless the by-laws otherwise provide, any person entitled to attend a meeting of shareholders may participate in the meeting, in accordance with the regulations, if any, by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting, if the corporation makes available such a communication facility. A person participating in a meeting by such means is deemed for the purposes of this Act to be present at the meeting.
        
        Marginal note: Meeting held by electronic means (5) If the directors or the shareholders of a corporation call a meeting of shareholders pursuant to this Act, those directors or shareholders, as the case may be, may determine that the meeting shall be held, in accordance with the regulations, if any, entirely by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting, if the by-laws so provide.
        
        R.S., 1985, c. C-44, s. 132
        
        2001, c. 14, s. 55
        
        Marginal note: Calling annual meetings
        
        133 (1) The directors of a corporation shall call an annual meeting of shareholders
        
        (a) not later than eighteen months after the corporation comes into existence; and
        
        (b) subsequently, not later than fifteen months after holding the last preceding annual meeting but no later than six months after the end of the corporation’s preceding financial year.
        
        R.S., 1985, c. C-44, s. 133
        
        2001, c. 14, s. 56
        
        Marginal note: Fixing record date
        
        134 (1) The directors may, within the prescribed period, fix in advance a date as the record date for the purpose of determining shareholders
        
        (a) entitled to receive payment of a dividend;
        
        (b) entitled to participate in a liquidation distribution;
        
        (c) entitled to receive notice of a meeting of shareholders;
        
        (d) entitled to vote at a meeting of shareholders; or
        
        (e) for any other purpose.
        
        (a) the record date for the determination of shareholders entitled to receive notice of a meeting of shareholders shall be
        
        (i) at the close of business on the day immediately preceding the day on which the notice is given, or
        
        (ii) if no notice is given, the day on which the meeting is held; and
        
        (a) by advertisement in a newspaper published or distributed in the place where the corporation has its registered office and in each place in Canada where it has a transfer agent or where a transfer of its shares may be recorded; and
        
        (b) by written notice to each stock exchange in Canada on which the shares of the corporation are listed for trading.
        
        R.S., 1985, c. C-44, s. 134
        
        2001, c. 14, s. 57
        
        Marginal note: Notice of meeting
        
        135 (1) Notice of the time and place of a meeting of shareholders shall be sent within the prescribed period to
        
        (a) each shareholder entitled to vote at the meeting;
        
        (b) each director; and
        
        (c) the auditor of the corporation.
        
        (a) the nature of that business in sufficient detail to permit the shareholder to form a reasoned judgment thereon; and
        
        (b) the text of any special resolution to be submitted to the meeting.
        
        R.S., 1985, c. C-44, s. 135
        
        2001, c. 14, s. 58
        
        Marginal note: Waiver of notice
        
        136 A shareholder or any other person entitled to attend a meeting of shareholders may in any manner waive notice of a meeting of shareholders, and their attendance at a meeting of shareholders is a waiver of notice of the meeting, except where they attend a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.
        
        R.S., 1985, c. C-44, s. 136
        
        2001, c. 14, s. 135(E)
        
        Marginal note: Proposals
        
        137 (1) Subject to subsections (1.1) and (1.2), a registered holder or beneficial owner of shares that are entitled to be voted at an annual meeting of shareholders may
        
        (a) submit to the corporation notice of any matter that the person proposes to raise at the meeting (a “proposal”); and
        
        (b) discuss at the meeting any matter in respect of which the person would have been entitled to submit a proposal.
        
        (a) must be, for at least the prescribed period, the registered holder or the beneficial owner of at least the prescribed number of outstanding shares of the corporation; or
        
        (b) must have the support of persons who, in the aggregate, and including or not including the person that submits the proposal, have been, for at least the prescribed period, the registered holders, or the beneficial owners of, at least the prescribed number of outstanding shares of the corporation.
        
        (a) the name and address of the person and of the person’s supporters, if applicable; and
        
        (b) the number of shares held or owned by the person and the person’s supporters, if applicable, and the date the shares were acquired.
        
        (a) the proposal is not submitted to the corporation within the prescribed period;
        
        (b) it clearly appears that the primary purpose of the proposal is to enforce a personal claim or redress a personal grievance against the corporation or its directors, officers or security holders;
        
        (b.1) it clearly appears that the proposal does not relate in a significant way to the business or affairs of the corporation;
        
        (c) not more than the prescribed period before the receipt of a proposal, a person failed to present, in person or by proxy, at a meeting of shareholders, a proposal that at the person’s request, had been included in a management proxy circular relating to the meeting;
        
        (d) substantially the same proposal was submitted to shareholders in a management proxy circular or a dissident’s proxy circular relating to a meeting of shareholders held not more than the prescribed period before the receipt of the proposal and did not receive the prescribed minimum amount of support at the meeting; or
        
        (e) the rights conferred by this section are being abused to secure publicity.
        
        R.S., 1985, c. C-44, s. 137
        
        2001, c. 14, s. 59
        
        2011, c. 21, s. 53(F)
        
        2018, c. 8, s. 15
        
        Marginal note: List of shareholders entitled to receive notice
        
        138 (1) A corporation shall prepare an alphabetical list of its shareholders entitled to receive notice of a meeting, showing the number of shares held by each shareholder,
        
        (a) if a record date is fixed under paragraph 134(1)(c), not later than ten days after that date; or
        
        (b) if no record date is fixed, on the record date established under paragraph 134(2)(a).
        
        (a) during usual business hours at the registered office of the corporation or at the place where its central securities register is maintained; and
        
        (b) at the meeting of shareholders for which the list was prepared.
        
        R.S., 1985, c. C-44, s. 138
        
        2001, c. 14, s. 60
        
        2018, c. 8, s. 16(E)
        
        Marginal note: Quorum
        
        139 (1) Unless the by-laws otherwise provide, a quorum of shareholders is present at a meeting of shareholders, irrespective of the number of persons actually present at the meeting, if the holders of a majority of the shares entitled to vote at the meeting are present in person or represented by proxy.
        
        Marginal note: Opening quorum sufficient (2) If a quorum is present at the opening of a meeting of shareholders, the shareholders present may, unless the by-laws otherwise provide, proceed with the business of the meeting, notwithstanding that a quorum is not present throughout the meeting.
        
        Marginal note: Adjournment (3) If a quorum is not present at the opening of a meeting of shareholders, the shareholders present may adjourn the meeting to a fixed time and place but may not transact any other business.
        
        Marginal note: One shareholder meeting (4) If a corporation has only one shareholder, or only one holder of any class or series of shares, the shareholder present in person or by proxy constitutes a meeting.
        
        1974-75-76, c. 33, s. 133
        
        1978-79, c. 9, ss. 1(F), 41
        
        Marginal note: Right to vote
        
        140 (1) Unless the articles otherwise provide, each share of a corporation entitles the holder thereof to one vote at a meeting of shareholders.
        
        Marginal note: Representative (2) If a body corporate or association is a shareholder of a corporation, the corporation shall recognize any individual authorized by a resolution of the directors or governing body of the body corporate or association to represent it at meetings of shareholders of the corporation.
        
        Marginal note: Powers of representative (3) An individual authorized under subsection (2) may exercise on behalf of the body corporate or association all the powers it could exercise if it were an individual shareholder.
        
        Marginal note: Joint shareholders (4) Unless the by-laws otherwise provide, if two or more persons hold shares jointly, one of those holders present at a meeting of shareholders may in the absence of the others vote the shares, but if two or more of those persons who are present, in person or by proxy, vote, they shall vote as one on the shares jointly held by them.
        
        R.S., 1985, c. C-44, s. 140
        
        2001, c. 14, s. 135(E)
        
        Marginal note: Voting
        
        141 (1) Unless the by-laws otherwise provide, voting at a meeting of shareholders shall be by show of hands except where a ballot is demanded by a shareholder or proxyholder entitled to vote at the meeting.
        
        Marginal note: Ballot (2) A shareholder or proxyholder may demand a ballot either before or after any vote by show of hands.
        
        Marginal note: Electronic voting (3) Despite subsection (1), unless the by-laws otherwise provide, any vote referred to in subsection (1) may be held, in accordance with the regulations, if any, entirely by means of a telephonic, electronic or other communication facility, if the corporation makes available such a communication facility.
        
        Marginal note: Voting while participating electronically (4) Unless the by-laws otherwise provide, any person participating in a meeting of shareholders under subsection 132(4) or (5) and entitled to vote at that meeting may vote, in accordance with the regulations, if any, by means of the telephonic, electronic or other communication facility that the corporation has made available for that purpose.
        
        R.S., 1985, c. C-44, s. 141
        
        2001, c. 14, s. 61
        
        Marginal note: Resolution in lieu of meeting
        
        142 (1) Except where a written statement is submitted by a director under subsection 110(2) or by an auditor under subsection 168(5),
        
        (a) a resolution in writing signed by all the shareholders entitled to vote on that resolution at a meeting of shareholders is as valid as if it had been passed at a meeting of the shareholders; and
        
        (b) a resolution in writing dealing with all matters required by this Act to be dealt with at a meeting of shareholders, and signed by all the shareholders entitled to vote at that meeting, satisfies all the requirements of this Act relating to meetings of shareholders.
        
        R.S., 1985, c. C-44, s. 142
        
        2001, c. 14, s. 62
        
        Marginal note: Requisition of meeting
        
        143 (1) The holders of not less than five per cent of the issued shares of a corporation that carry the right to vote at a meeting sought to be held may requisition the directors to call a meeting of shareholders for the purposes stated in the requisition.
        
        Marginal note: Form (2) The requisition referred to in subsection (1), which may consist of several documents of like form each signed by one or more shareholders, shall state the business to be transacted at the meeting and shall be sent to each director and to the registered office of the corporation.
        
        Marginal note: Directors calling meeting (3) On receiving the requisition referred to in subsection (1), the directors shall call a meeting of shareholders to transact the business stated in the requisition, unless
        
        (a) a record date has been fixed under paragraph 134(1)(c) and notice of it has been given under subsection 134(3);
        
        (b) the directors have called a meeting of shareholders and have given notice thereof under section 135; or
        
        (c) the business of the meeting as stated in the requisition includes matters described in paragraphs 137(5)(b) to (e).
        
        R.S., 1985, c. C-44, s. 143
        
        2001, c. 14, s. 63
        
        Marginal note: Meeting called by court
        
        144 (1) A court, on the application of a director, a shareholder who is entitled to vote at a meeting of shareholders or the Director, may order a meeting of a corporation to be called, held and conducted in the manner that the court directs, if
        
        (a) it is impracticable to call the meeting within the time or in the manner in which those meetings are to be called;
        
        (b) it is impracticable to conduct the meeting in the manner required by this Act or the by-laws; or
        
        (c) the court thinks that the meeting should be called, held and conducted within the time or in the manner it directs for any other reason.
        
        R.S., 1985, c. C-44, s. 144
        
        2001, c. 14, s. 64
        
        Marginal note: Court review of election
        
        145 (1) A corporation or a shareholder or director may apply to a court to determine any controversy with respect to an election or appointment of a director or auditor of the corporation.
        
        Marginal note: Powers of court (2) On an application under this section, the court may make any order it thinks fit including, without limiting the generality of the foregoing,
        
        (a) an order restraining a director or auditor whose election or appointment is challenged from acting pending determination of the dispute;
        
        (b) an order declaring the result of the disputed election or appointment;
        
        (c) an order requiring a new election or appointment, and including in the order directions for the management of the business and affairs of the corporation until a new election is held or appointment made; and
        
        (d) an order determining the voting rights of shareholders and of persons claiming to own shares.
        
        R.S., 1985, c. C-44, s. 145
        
        2001, c. 14, s. 65(F)
        
        Marginal note: Pooling agreement
        
        145.1 A written agreement between two or more shareholders may provide that in exercising voting rights the shares held by them shall be voted as provided in the agreement.
        
        2001, c. 14, s. 66
        
        Marginal note: Unanimous shareholder agreement
        
        146 (1) An otherwise lawful written agreement among all the shareholders of a corporation, or among all the shareholders and one or more persons who are not shareholders, that restricts, in whole or in part, the powers of the directors to manage, or supervise the management of, the business and affairs of the corporation is valid.
        
        Marginal note: Declaration by single shareholder (2) If a person who is the beneficial owner of all the issued shares of a corporation makes a written declaration that restricts in whole or in part the powers of the directors to manage, or supervise the management of, the business and affairs of the corporation, the declaration is deemed to be a unanimous shareholder agreement.
        
        Marginal note: Constructive party (3) A purchaser or transferee of shares subject to a unanimous shareholder agreement is deemed to be a party to the agreement.
        
        Marginal note: When no notice given (4) If notice is not given to a purchaser or transferee of the existence of a unanimous shareholder agreement, in the manner referred to in subsection 49(8) or otherwise, the purchaser or transferee may, no later than 30 days after they become aware of the existence of the unanimous shareholder agreement, rescind the transaction by which they acquired the shares.
        
        Marginal note: Rights of shareholder (5) To the extent that a unanimous shareholder agreement restricts the powers of the directors to manage, or supervise the management of, the business and affairs of the corporation, parties to the unanimous shareholder agreement who are given that power to manage or supervise the management of the business and affairs of the corporation have all the rights, powers, duties and liabilities of a director of the corporation, whether they arise under this Act or otherwise, including any defences available to the directors, and the directors are relieved of their rights, powers, duties and liabilities, including their liabilities under section 119, to the same extent.
        
        Marginal note: Discretion of shareholders (6) Nothing in this section prevents shareholders from fettering their discretion when exercising the powers of directors under a unanimous shareholder agreement.
        
        R.S., 1985, c. C-44, s. 146
        
        1994, c. 24, s. 15(F)
        
        2001, c. 14, s. 66
        
        PART XIII Proxies
        
        Marginal note: Definitions
        
        147 In this Part,
        
        means a written or printed form that, on completion and execution or, in Quebec, on signing by or on behalf of a shareholder, becomes a proxy; ( formulaire de procuration )
        
        means a person who holds a security on behalf of another person who is not the registered holder of the security, and includes
        
        (a) a securities broker or dealer required to be registered to trade or deal in securities under the laws of any jurisdiction;
        
        (b) a securities depositary;
        
        (c) a financial institution;
        
        (d) in respect of a clearing agency, a securities dealer, trust company, bank or other person, including another clearing agency, on whose behalf the clearing agency or its nominees hold securities of an issuer;
        
        (e) a trustee or administrator of a self-administered retirement savings plan, retirement income fund, education savings plan or other similar self-administered savings or investment plan registered under the Income Tax Act ;
        
        (f) a nominee of a person referred to in any of paragraphs (a) to (e); and
        
        (g) a person who carries out functions similar to those carried out by individuals or entities referred to in any of paragraphs (a) to (e) and that holds a security registered in its name, or in the name of its nominee, on behalf of another person who is not the registered holder of the security. ( intermédiaire )
        
        means a completed and executed or, in Quebec, signed form of proxy by means of which a shareholder appoints a proxyholder to attend and act on the shareholder’s behalf at a meeting of shareholders; ( procuration )
        
        [Repealed, 2001, c. 14, s. 67]
        
        (a) includes
        
        (i) a request for a proxy whether or not accompanied by or included in a form of proxy,
        
        (ii) a request to execute or not to execute or, in Quebec, to sign or not to sign a form of proxy or to revoke a proxy,
        
        (iii) the sending of a form of proxy or other communication to a shareholder under circumstances reasonably calculated to result in the procurement, withholding or revocation of a proxy, and
        
        (iv) the sending of a form of proxy to a shareholder under section 149; but
        
        (i) the sending of a form of proxy in response to an unsolicited request made by or on behalf of a shareholder,
        
        (ii) the performance of administrative acts or professional services on behalf of a person soliciting a proxy,
        
        (iii) the sending by an intermediary of the documents referred to in section 153,
        
        (iv) a solicitation by a person in respect of shares of which the person is the beneficial owner,
        
        (v) a public announcement, as prescribed, by a shareholder of how the shareholder intends to vote and the reasons for that decision,
        
        (vi) a communication for the purposes of obtaining the number of shares required for a shareholder proposal under subsection 137(1.1), or
        
        (vii) a communication, other than a solicitation by or on behalf of the management of the corporation, that is made to shareholders, in any circumstances that may be prescribed; ( sollicitation )
        
        means a solicitation by any person pursuant to a resolution or instructions of, or with the acquiescence of, the directors or a committee of the directors. ( sollicitation effectuée par la direction ou pour son compte )
        
        R.S., 1985, c. C-44, s. 147
        
        2001, c. 14, ss. 67, 135(E)
        
        2011, c. 21, s. 54(E)
        
        Marginal note: Appointing proxyholder
        
        148 (1) A shareholder entitled to vote at a meeting of shareholders may by means of a proxy appoint a proxyholder or one or more alternate proxyholders who are not required to be shareholders, to attend and act at the meeting in the manner and to the extent authorized by the proxy and with the authority conferred by the proxy.
        
        Marginal note: Execution or signing of proxy (2) A proxy shall be executed or, in Quebec, signed by the shareholder or by the shareholder’s personal representative authorized in writing.
        
        Marginal note: Validity of proxy (3) A proxy is valid only at the meeting in respect of which it is given or any adjournment thereof.
        
        Marginal note: Revocation of proxy (4) A shareholder may revoke a proxy
        
        (a) by depositing an instrument or act in writing executed or, in Quebec, signed by the shareholder or by the shareholder’s personal representative authorized in writing
        
        (i) at the registered office of the corporation at any time up to and including the last business day preceding the day of the meeting, or an adjournment thereof, at which the proxy is to be used, or
        
        (ii) with the chairman of the meeting on the day of the meeting or an adjournment thereof; or
        
        R.S., 1985, c. C-44, s. 148
        
        2001, c. 14, s. 135(E)
        
        2011, c. 21, s. 55
        
        Marginal note: Mandatory solicitation
        
        149 (1) Subject to subsection (2), the management of a corporation shall, concurrently with giving notice of a meeting of shareholders, send a form of proxy in prescribed form to each shareholder who is entitled to receive notice of the meeting.
        
        Marginal note: Exception (2) The management of the corporation is not required to send a form of proxy under subsection (1) if it
        
        (a) is not a distributing corporation; and
        
        (b) has fifty or fewer shareholders entitled to vote at a meeting, two or more joint holders being counted as one shareholder.
        
        R.S., 1985, c. C-44, s. 149
        
        2001, c. 14, s. 68
        
        Marginal note: Soliciting proxies
        
        150 (1) A person shall not solicit proxies unless
        
        (a) in the case of solicitation by or on behalf of the management of a corporation, a management proxy circular in prescribed form, either as an appendix to or as a separate document accompanying the notice of the meeting, or
        
        (b) in the case of any other solicitation, a dissident’s proxy circular in prescribed form stating the purposes of the solicitation
        
        is sent to the auditor of the corporation, to each shareholder whose proxy is solicited, to each director and, if paragraph (b) applies, to the corporation.
        
        R.S., 1985, c. C-44, s. 150
        
        1992, c. 1, s. 54
        
        1994, c. 24, s. 16
        
        2001, c. 14, s. 69
        
        Marginal note: Exemption
        
        151 (1) On the application of an interested person, the Director may exempt the person, on any terms that the Director thinks fit, from any of the requirements of section 149 or subsection 150(1) or 153(1). The exemption may have retroactive effect.
        
        (2) [Repealed, 2018, c. 8, s. 18]
        
        R.S., 1985, c. C-44, s. 151
        
        2001, c. 14, s. 70
        
        2018, c. 8, s. 18
        
        Marginal note: Attendance at meeting
        
        152 (1) A person who solicits a proxy and is appointed proxyholder shall attend in person or cause an alternate proxyholder to attend the meeting in respect of which the proxy is given and comply with the directions of the shareholder who appointed him.
        
        Marginal note: Right of a proxyholder (2) A proxyholder or an alternate proxyholder has the same rights as the shareholder by whom they were appointed to speak at a meeting of shareholders in respect of any matter, to vote by way of ballot at the meeting and, except where a proxyholder or an alternate proxyholder has conflicting instructions from more than one shareholder, to vote at such a meeting in respect of any matter by way of any show of hands.
        
        Marginal note: Show of hands (3) Despite subsections (1) and (2), if the chairperson of a meeting of shareholders declares to the meeting that, if a ballot is conducted, the total number of votes attached to shares represented at the meeting by proxy required to be voted against what to the knowledge of the chairperson will be the decision of the meeting in relation to any matter or group of matters is less than five per cent of all the votes that might be cast by shareholders personally or through proxy at the meeting on the ballot, unless a shareholder or proxyholder demands a ballot,
        
        (a) the chairperson may conduct the vote in respect of that matter or group of matters by a show of hands; and
        
        (b) a proxyholder or alternate proxyholder may vote in respect of that matter or group of matters by a show of hands.
        
        R.S., 1985, c. C-44, s. 152
        
        2001, c. 14, ss. 71, 135(E)
        
        Marginal note: Duty of intermediary
        
        153 (1) Shares of a corporation that are registered in the name of an intermediary or their nominee and not beneficially owned by the intermediary must not be voted unless the intermediary, without delay after receipt of the notice of the meeting, financial statements, management proxy circular, dissident’s proxy circular and any other documents other than the form of proxy sent to shareholders by or on behalf of any person for use in connection with the meeting, sends a copy of the document to the beneficial owner and, except when the intermediary has received written voting instructions from the beneficial owner, a written request for such instructions.
        
        Marginal note: Restriction on voting (2) An intermediary, or a proxyholder appointed by an intermediary, may not vote shares that the intermediary does not beneficially own and that are registered in the name of the intermediary or in the name of a nominee of the intermediary unless the intermediary or proxyholder, as the case may be, receives written voting instructions from the beneficial owner.
        
        Marginal note: Copies (3) A person by or on behalf of whom a solicitation is made shall provide, at the request of an intermediary, without delay, to the intermediary at the person’s expense the necessary number of copies of the documents referred to in subsection (1), other than copies of the document requesting voting instructions.
        
        Marginal note: Instructions to intermediary (4) An intermediary shall vote or appoint a proxyholder to vote any shares referred to in subsection (1) in accordance with any written voting instructions received from the beneficial owner.
        
        Marginal note: Beneficial owner as proxyholder (5) If a beneficial owner so requests and provides an intermediary with appropriate documentation, the intermediary must appoint the beneficial owner or a nominee of the beneficial owner as proxyholder.
        
        Marginal note: Validity (6) The failure of an intermediary to comply with this section does not render void any meeting of shareholders or any action taken at the meeting.
        
        Marginal note: Limitation (7) Nothing in this section gives an intermediary the right to vote shares that the intermediary is otherwise prohibited from voting.
        
        Marginal note: Offence (8) An intermediary who knowingly fails to comply with this section is guilty of an offence and liable on summary conviction to a fine not exceeding five thousand dollars or to imprisonment for a term not exceeding six months or to both.
        
        Marginal note: Officers, etc., of bodies corporate (9) If an intermediary that is a body corporate commits an offence under subsection (8), any director or officer of the body corporate who knowingly authorized, permitted or acquiesced in the commission of the offence is a party to and guilty of the offence and is liable on summary conviction to a fine not exceeding five thousand dollars or to imprisonment for a term not exceeding six months or to both, whether or not the body corporate has been prosecuted or convicted.
        
        R.S., 1985, c. C-44, s. 153
        
        2001, c. 14, s. 72
        
        Marginal note: Restraining order
        
        154 (1) If a form of proxy, management proxy circular or dissident’s proxy circular contains an untrue statement of a material fact or omits to state a material fact required therein or necessary to make a statement contained therein not misleading in the light of the circumstances in which it was made, an interested person or the Director may apply to a court and the court may make any order it thinks fit including, without limiting the generality of the foregoing,
        
        (a) an order restraining the solicitation, the holding of the meeting, or any person from implementing or acting on any resolution passed at the meeting to which the form of proxy, management proxy circular or dissident’s proxy circular relates;
        
        (b) an order requiring correction of any form of proxy or proxy circular and a further solicitation; and
        
        (c) an order adjourning the meeting.
        
        1974-75-76, c. 33, s. 148
        
        1978-79, c. 9, s. 1(F)
        
        PART XIV Financial Disclosure
        
        Marginal note: Annual financial statements
        
        155 (1) The directors of a corporation shall place before the shareholders at every annual meeting
        
        (a) prescribed comparative financial statements that conform to any prescribed requirements and relate separately to
        
        (i) the period that began on the date the corporation came into existence and ended not more than six months before the annual meeting or, if the corporation has completed a financial year, the period that began immediately after the end of the last completed financial year and ended not more than six months before the annual meeting, and
        
        (ii) the immediately preceding financial year;
        
        R.S., 1985, c. C-44, s. 155
        
        2018, c. 8, s. 20
        
        Marginal note: Application for exemption
        
        156 On the application of a corporation, the Director may exempt the corporation, on any terms that the Director thinks fit, from any requirement set out in section 155 or any of sections 157 to 160, if the Director reasonably believes that the detriment that may be caused to the corporation by the requirement outweighs its benefit to the shareholders or, in the case of a distributing corporation, to the public.
        
        R.S., 1985, c. C-44, s. 156
        
        2001, c. 14, s. 74
        
        2018, c. 8, s. 21
        
        Marginal note: Consolidated statements
        
        157 (1) A corporation shall keep at its registered office a copy of the financial statements of each of its subsidiary bodies corporate and of each body corporate the accounts of which are consolidated in the financial statements of the corporation.
        
        Marginal note: Examination (2) Shareholders of a corporation and their personal representatives may on request examine the statements referred to in subsection (1) during the usual business hours of the corporation and may make extracts free of charge.
        
        Marginal note: Barring examination (3) A corporation may, within fifteen days of a request to examine under subsection (2), apply to a court for an order barring the right of any person to so examine, and the court may, if it is satisfied that such examination would be detrimental to the corporation or a subsidiary body corporate, bar such right and make any further order it thinks fit.
        
        Marginal note: Notice to Director (4) A corporation shall give the Director and the person asking to examine under subsection (2) notice of an application under subsection (3), and the Director and such person may appear and be heard in person or by counsel.
        
        R.S., 1985, c. C-44, s. 157
        
        2001, c. 14, s. 75
        
        Marginal note: Approval of financial statements
        
        158 (1) The directors of a corporation shall approve the financial statements referred to in section 155 and the approval shall be evidenced by the manual signature of one or more directors or a facsimile of the signatures reproduced in the statements.
        
        Marginal note: Condition precedent (2) A corporation shall not issue, publish or circulate copies of the financial statements referred to in section 155 unless the financial statements are
        
        (a) approved and signed in accordance with subsection (1); and
        
        (b) accompanied by the report of the auditor of the corporation, if any.
        
        R.S., 1985, c. C-44, s. 158
        
        2001, c. 14, s. 76
        
        Marginal note: Copies to shareholders
        
        159 (1) A corporation shall, not less than twenty-one days before each annual meeting of shareholders or before the signing of a resolution under paragraph 142(1)(b) in lieu of the annual meeting, send a copy of the documents referred to in section 155 to each shareholder, except to a shareholder who has informed the corporation in writing that he or she does not want a copy of those documents.
        
        Marginal note: Offence (2) A corporation that, without reasonable cause, fails to comply with subsection (1) is guilty of an offence and liable on summary conviction to a fine not exceeding five thousand dollars.
        
        R.S., 1985, c. C-44, s. 159
        
        2001, c. 14, s. 135(E)
        
        Marginal note: Copies to Director
        
        160 (1) A distributing corporation, any of the issued securities of which remain outstanding and are held by more than one person, shall send a copy of the documents referred to in section 155 to the Director
        
        (a) not less than twenty-one days before each annual meeting of shareholders, or without delay after a resolution referred to in paragraph 142(1)(b) is signed; and
        
        (b) in any event within fifteen months after the last preceding annual meeting should have been held or a resolution in lieu of the meeting should have been signed, but no later than six months after the end of the corporation’s preceding financial year.
        
        (a) the financial statements of its holding corporation are in consolidated or combined form and include the accounts of the subsidiary; and
        
        (b) the consolidated or combined financial statements of the holding corporation are included in the documents sent to the Director by the holding corporation in compliance with this section.
        
        R.S., 1985, c. C-44, s. 160
        
        1992, c. 1, s. 55
        
        1994, c. 24, s. 17
        
        2001, c. 14, s. 77
        
        Marginal note: Qualification of auditor
        
        161 (1) Subject to subsection (5), a person is disqualified from being an auditor of a corporation if the person is not independent of the corporation, any of its affiliates, or the directors or officers of any such corporation or its affiliates.
        
        Marginal note: Independence (2) For the purposes of this section,
        
        (a) independence is a question of fact; and
        
        (b) a person is deemed not to be independent if they or their business partner
        
        (i) is a business partner, a director, an officer or an employee of the corporation or any of its affiliates, or a business partner of any director, officer or employee of any such corporation or any of its affiliates,
        
        (ii) beneficially owns or controls, directly or indirectly, a material interest in the securities of the corporation or any of its affiliates, or
        
        (iii) has been a receiver, receiver-manager, sequestrator, liquidator or trustee in bankruptcy of the corporation or any of its affiliates within two years of the person’s proposed appointment as auditor of the corporation.
        
        R.S., 1985, c. C-44, s. 161
        
        2001, c. 14, ss. 78, 135(E)
        
        2011, c. 21, s. 56(E)
        
        2018, c. 8, s. 23(E)
        
        Marginal note: Appointment of auditor
        
        162 (1) Subject to section 163, shareholders of a corporation shall, by ordinary resolution, at the first annual meeting of shareholders and at each succeeding annual meeting, appoint an auditor to hold office until the close of the next annual meeting.
        
        Marginal note: Eligibility (2) An auditor appointed under section 104 is eligible for appointment under subsection (1).
        
        Marginal note: Incumbent auditor (3) Notwithstanding subsection (1), if an auditor is not appointed at a meeting of shareholders, the incumbent auditor continues in office until a successor is appointed.
        
        Marginal note: Remuneration (4) The remuneration of an auditor may be fixed by ordinary resolution of the shareholders or, if not so fixed, may be fixed by the directors.
        
        1974-75-76, c. 33, s. 156
        
        1978-79, c. 9, ss. 1(F), 48
        
        Marginal note: Dispensing with auditor
        
        163 (1) The shareholders of a corporation that is not a distributing corporation may resolve not to appoint an auditor.
        
        Marginal note: Limitation (2) A resolution under subsection (1) is valid only until the next succeeding annual meeting of shareholders.
        
        Marginal note: Unanimous consent (3) A resolution under subsection (1) is not valid unless it is consented to by all the shareholders, including shareholders not otherwise entitled to vote.
        
        (4) [Repealed, 1994, c. 24, s. 18]
        
        R.S., 1985, c. C-44, s. 163
        
        1992, c. 1, s. 56
        
        1994, c. 24, s. 18
        
        2001, c. 14, s. 79
        
        Marginal note: Ceasing to hold office
        
        164 (1) An auditor of a corporation ceases to hold office when the auditor
        
        (a) dies or resigns; or
        
        (b) is removed pursuant to section 165.
        
        R.S., 1985, c. C-44, s. 164
        
        2001, c. 14, s. 135(E)
        
        Marginal note: Removal of auditor
        
        165 (1) The shareholders of a corporation may by ordinary resolution at a special meeting remove from office the auditor other than an auditor appointed by a court under section 167.
        
        Marginal note: Vacancy (2) A vacancy created by the removal of an auditor may be filled at the meeting at which the auditor is removed or, if not so filled, may be filled under section 166.
        
        1974-75-76, c. 33, s. 159
        
        1978-79, c. 9, s. 1(F)
        
        Marginal note: Filling vacancy
        
        166 (1) Subject to subsection (3), the directors shall forthwith fill a vacancy in the office of auditor.
        
        Marginal note: Calling meeting (2) If there is not a quorum of directors, the directors then in office shall, within twenty-one days after a vacancy in the office of auditor occurs, call a special meeting of shareholders to fill the vacancy and, if they fail to call a meeting or if there are no directors, the meeting may be called by any shareholder.
        
        Marginal note: Shareholders filling vacancy (3) The articles of a corporation may provide that a vacancy in the office of auditor shall only be filled by vote of the shareholders.
        
        Marginal note: Unexpired term (4) An auditor appointed to fill a vacancy holds office for the unexpired term of the auditor’s predecessor.
        
        R.S., 1985, c. C-44, s. 166
        
        2001, c. 14, s. 135(E)
        
        Marginal note: Court appointed auditor
        
        167 (1) If a corporation does not have an auditor, the court may, on the application of a shareholder or the Director, appoint and fix the remuneration of an auditor who holds office until an auditor is appointed by the shareholders.
        
        Marginal note: Exception (2) Subsection (1) does not apply if the shareholders have resolved under section 163 not to appoint an auditor.
        
        1974-75-76, c. 33, s. 161
        
        1978-79, c. 9, s. 1(F)
        
        Marginal note: Right to attend meeting
        
        168 (1) The auditor of a corporation is entitled to receive notice of every meeting of shareholders and, at the expense of the corporation, to attend and be heard on matters relating to the auditor’s duties.
        
        Marginal note: Duty to attend (2) If a director or shareholder of a corporation, whether or not the shareholder is entitled to vote at the meeting, gives written notice not less than ten days before a meeting of shareholders to the auditor or a former auditor of the corporation, the auditor or former auditor shall attend the meeting at the expense of the corporation and answer questions relating to their duties as auditor.
        
        Marginal note: Notice to corporation (3) A director or shareholder who sends a notice referred to in subsection (2) shall send concurrently a copy of the notice to the corporation.
        
        Marginal note: Offence (4) An auditor or former auditor of a corporation who fails without reasonable cause to comply with subsection (2) is guilty of an offence and liable on summary conviction to a fine not exceeding five thousand dollars or to imprisonment for a term not exceeding six months or to both.
        
        Marginal note: Statement of auditor (5) An auditor is entitled to submit to the corporation a written statement giving reasons for resigning or for opposing any proposed action or resolution when the auditor
        
        (a) resigns;
        
        (b) receives a notice or otherwise learns of a meeting of shareholders called for the purpose of removing the auditor from office;
        
        (c) receives a notice or otherwise learns of a meeting of directors or shareholders at which another person is to be appointed to fill the office of auditor, whether because of the resignation or removal of the incumbent auditor or because the auditor’s term of office has expired or is about to expire; or
        
        (d) receives a notice or otherwise learns of a meeting of shareholders at which a resolution referred to in section 163 is to be proposed.
        
        (a) the corporation shall make a statement on the reasons for the proposed replacement; and
        
        (b) the proposed replacement auditor may make a statement in which he or she comments on the reasons referred to in paragraph (a).
        
        R.S., 1985, c. C-44, s. 168
        
        2001, c. 14, ss. 80, 135(E)
        
        2018, c. 8, s. 23.1(F)
        
        Marginal note: Examination
        
        169 (1) An auditor of a corporation shall make the examination that is in their opinion necessary to enable them to report in the prescribed manner on the financial statements required by this Act to be placed before the shareholders, except such financial statements or part thereof that relate to the period referred to in subparagraph 155(1)(a)(ii).
        
        Marginal note: Reliance on other auditor (2) Notwithstanding section 170, an auditor of a corporation may reasonably rely on the report of an auditor of a body corporate or an unincorporated business the accounts of which are included in whole or in part in the financial statements of the corporation.
        
        Marginal note: Reasonableness (3) For the purpose of subsection (2), reasonableness is a question of fact.
        
        Marginal note: Application (4) Subsection (2) applies whether or not the financial statements of the holding corporation reported on by the auditor are in consolidated form.
        
        R.S., 1985, c. C-44, s. 169
        
        2001, c. 14, s. 135(E)
        
        Marginal note: Right to information
        
        170 (1) On the demand of an auditor of a corporation, the present or former directors, officers, employees, agents or mandataries of the corporation shall provide any
        
        (a) information and explanations, and
        
        (b) access to records, documents, books, accounts and vouchers of the corporation or any of its subsidiaries
        
        that are, in the opinion of the auditor, necessary to enable the auditor to make the examination and report required under section 169 and that the directors, officers, employees, agents or mandataries are reasonably able to provide.
        
        (a) obtain from the present or former directors, officers, employees and agents or mandataries of any subsidiary of the corporation the information and explanations that the present or former directors, officers, employees and agents or mandataries are reasonably able to provide and that are, in the opinion of the auditor, necessary to enable the auditor to make the examination and report required under section 169; and
        
        (b) furnish the auditor with the information and explanations so obtained.
        
        R.S., 1985, c. C-44, s. 170
        
        2001, c. 14, ss. 81, 135(E)
        
        2011, c. 21, s. 57(E)
        
        Marginal note: Audit committee
        
        171 (1) Subject to subsection (2), a corporation described in subsection 102(2) shall, and any other corporation may, have an audit committee composed of not less than three directors of the corporation, a majority of whom are not officers or employees of the corporation or any of its affiliates.
        
        Marginal note: Exemption (2) The Director may, on the application of a corporation, authorize the corporation to dispense with an audit committee, and the Director may, if satisfied that the shareholders will not be prejudiced, permit the corporation to dispense with an audit committee on any reasonable conditions that the Director thinks fit.
        
        Marginal note: Duty of committee (3) An audit committee shall review the financial statements of the corporation before such financial statements are approved under section 158.
        
        Marginal note: Auditor’s attendance (4) The auditor of a corporation is entitled to receive notice of every meeting of the audit committee and, at the expense of the corporation, to attend and be heard thereat; and, if so requested by a member of the audit committee, shall attend every meeting of the committee held during the term of office of the auditor.
        
        Marginal note: Calling meeting (5) The auditor of a corporation or a member of the audit committee may call a meeting of the committee.
        
        Marginal note: Notice of errors (6) A director or an officer of a corporation shall forthwith notify the audit committee and the auditor of any error or mis-statement of which the director or officer becomes aware in a financial statement that the auditor or a former auditor has reported on.
        
        Marginal note: Error in financial statements (7) An auditor or former auditor of a corporation who is notified or becomes aware of an error or mis-statement in a financial statement on which they have reported, if in their opinion the error or mis-statement is material, shall inform each director accordingly.
        
        Marginal note: Duty of directors (8) When under subsection (7) the auditor or former auditor informs the directors of an error or mis-statement in a financial statement, the directors shall
        
        (a) prepare and issue revised financial statements; or
        
        (b) otherwise inform the shareholders and, if the corporation is one that is required to comply with section 160, it shall inform the Director of the error or mis-statement in the same manner as it informs the shareholders.
        
        R.S., 1985, c. C-44, s. 171
        
        2001, c. 14, ss. 82, 135(E)
        
        Marginal note: Qualified privilege (defamation)
        
        172 Any oral or written statement or report made under this Act by the auditor or former auditor of a corporation has qualified privilege.
        
        1974-75-76, c. 33, s. 166
        
        1978-79, c. 9, s. 1(F)
        
        PART XIV.1 Disclosure Relating to Diversity
        
        Marginal note: Diversity in corporations
        
        172.1 (1) The directors of a prescribed corporation shall place before the shareholders, at every annual meeting, the prescribed information respecting diversity among the directors and among the as defined by regulation.
        
        Marginal note: Information to shareholders and Director (2) The corporation shall provide the information referred to in subsection (1) to each shareholder, except to a shareholder who has informed the corporation in writing that they do not want to receive that information, by sending the information along with the notice referred to in subsection 135(1) or by making the information available along with a proxy circular referred to in subsection 150(1).
        
        Marginal note: Information to Director (3) The corporation shall concurrently send the information referred to in subsection (1) to the Director.
        
        PART XV Fundamental Changes
        
        Marginal note: Amendment of articles
        
        173 (1) Subject to sections 176 and 177, the articles of a corporation may by special resolution be amended to
        
        (a) change its name;
        
        (b) change the province in which its registered office is situated;
        
        (c) add, change or remove any restriction on the business or businesses that the corporation may carry on;
        
        (d) change any maximum number of shares that the corporation is authorized to issue;
        
        (e) create new classes of shares;
        
        (f) reduce or increase its stated capital, if its stated capital is set out in the articles;
        
        (g) change the designation of all or any of its shares, and add, change or remove any rights, privileges, restrictions and conditions, including rights to accrued dividends, in respect of all or any of its shares, whether issued or unissued;
        
        (h) change the shares of any class or series, whether issued or unissued, into a different number of shares of the same class or series or into the same or a different number of shares of other classes or series;
        
        (i) divide a class of shares, whether issued or unissued, into series and fix the number of shares in each series and the rights, privileges, restrictions and conditions thereof;
        
        (j) authorize the directors to divide any class of unissued shares into series and fix the number of shares in each series and the rights, privileges, restrictions and conditions thereof;
        
        (k) authorize the directors to change the rights, privileges, restrictions and conditions attached to unissued shares of any series;
        
        (l) revoke, diminish or enlarge any authority conferred under paragraphs (j) and (k);
        
        (m) increase or decrease the number of directors or the minimum or maximum number of directors, subject to sections 107 and 112;
        
        (n) add, change or remove restrictions on the issue, transfer or ownership of shares; or
        
        (o) add, change or remove any other provision that is permitted by this Act to be set out in the articles.
        
        R.S., 1985, c. C-44, s. 173
        
        1994, c. 24, s. 19
        
        2001, c. 14, ss. 83, 134(F)
        
        Marginal note: Constraints on shares
        
        174 (1) Subject to sections 176 and 177, a distributing corporation, any of the issued shares of which remain outstanding and are held by more than one person, may by special resolution amend its articles in accordance with the regulations to constrain
        
        (a) the issue or transfer of shares of any class or series to persons who are not resident Canadians;
        
        (b) the issue or transfer of shares of any class or series to enable the corporation or any of its affiliates or associates to qualify under any prescribed law of Canada or a province
        
        (i) to obtain a licence to carry on any business,
        
        (ii) to become a publisher of a Canadian newspaper or periodical, or
        
        (iii) to acquire shares of a financial intermediary as defined in the regulations;
        
        (a) in the case of a constraint in respect of a class, the shares of the class, or
        
        (b) in the case of a constraint in respect of a series, the shares of the series
        
        are already subject to a constraint permitted under that paragraph.
        
        (a) the disclosure required of the constraints in documents issued or published by the corporation;
        
        (b) the duties and powers of the directors to refuse to issue or register transfers of shares in accordance with the articles of the corporation;
        
        (c) the limitations on voting rights of any shares held contrary to the articles of the corporation;
        
        (d) the powers of the directors to require disclosure of beneficial ownership of shares of the corporation and the right of the corporation and its directors, employees and agents or mandataries to rely on that disclosure and the effects of that reliance; and
        
        (e) the rights of any person owning shares of the corporation at the time of an amendment to its articles constraining share issues or transfers.
        
        R.S., 1985, c. C-44, s. 174
        
        1991, c. 45, s. 554, c. 47, s. 722
        
        1994, c. 21, s. 125
        
        2001, c. 14, ss. 84, 134(F)
        
        2011, c. 21, s. 58(E)
        
        Marginal note: Proposal to amend
        
        175 (1) Subject to subsection (2), a director or a shareholder who is entitled to vote at an annual meeting of shareholders may, in accordance with section 137, make a proposal to amend the articles.
        
        Marginal note: Notice of amendment (2) Notice of a meeting of shareholders at which a proposal to amend the articles is to be considered shall set out the proposed amendment and, where applicable, shall state that a dissenting shareholder is entitled to be paid the fair value of their shares in accordance with section 190, but failure to make that statement does not invalidate an amendment.
        
        R.S., 1985, c. C-44, s. 175
        
        2001, c. 14, s. 135(E)
        
        Marginal note: Class vote
        
        176 (1) The holders of shares of a class or, subject to subsection (4), of a series are, unless the articles otherwise provide in the case of an amendment referred to in paragraphs (a), (b) and (e), entitled to vote separately as a class or series on a proposal to amend the articles to
        
        (a) increase or decrease any maximum number of authorized shares of such class, or increase any maximum number of authorized shares of a class having rights or privileges equal or superior to the shares of such class;
        
        (b) effect an exchange, reclassification or cancellation of all or part of the shares of such class;
        
        (c) add, change or remove the rights, privileges, restrictions or conditions attached to the shares of such class and, without limiting the generality of the foregoing,
        
        (i) remove or change prejudicially rights to accrued dividends or rights to cumulative dividends,
        
        (ii) add, remove or change prejudicially redemption rights,
        
        (iii) reduce or remove a dividend preference or a liquidation preference, or
        
        (iv) add, remove or change prejudicially conversion privileges, options, voting, transfer or pre-emptive rights, or rights to acquire securities of a corporation, or sinking fund provisions;
        
        R.S., 1985, c. C-44, s. 176
        
        2001, c. 14, s. 134(F)
        
        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.
        
        Marginal note: Reduction of stated capital (2) If an amendment effects or requires a reduction of stated capital, subsections 38(3) and (4) apply.
        
        R.S., 1985, c. C-44, s. 177
        
        2001, c. 14, s. 85
        
        Marginal note: Certificate of amendment
        
        178 On receipt of articles of amendment, the Director shall issue a certificate of amendment in accordance with section 262.
        
        1974-75-76, c. 33, s. 172
        
        1978-79, c. 9, s. 1(F)
        
        Marginal note: Effect of certificate
        
        179 (1) An amendment becomes effective on the date shown in the certificate of amendment and the articles are amended accordingly.
        
        Marginal note: Rights preserved (2) No amendment to the articles affects an existing cause of action or claim or liability to prosecution in favour of or against the corporation or its directors or officers, or any civil, criminal or administrative action or proceeding to which a corporation or its directors or officers is a party.
        
        1974-75-76, c. 33, s. 173
        
        1978-79, c. 9, s. 1(F)
        
        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.
        
        Marginal note: Delivery of articles (2) Restated articles of incorporation in the form that the Director fixes shall be sent to the Director.
        
        Marginal note: Restated certificate (3) On receipt of restated articles of incorporation, the Director shall issue a restated certificate of incorporation in accordance with section 262.
        
        Marginal note: Effect of certificate (4) Restated articles of incorporation are effective on the date shown in the restated certificate of incorporation and supersede the original articles of incorporation and all amendments thereto.
        
        R.S., 1985, c. C-44, s. 180
        
        2001, c. 14, s. 86
        
        Marginal note: Amalgamation
        
        181 Two or more corporations, including holding and subsidiary corporations, may amalgamate and continue as one corporation.
        
        1974-75-76, c. 33, s. 175
        
        1978-79, c. 9, s. 1(F)
        
        Marginal note: Amalgamation agreement
        
        182 (1) Each corporation proposing to amalgamate shall enter into an agreement setting out the terms and means of effecting the amalgamation and, in particular, setting out
        
        (a) the provisions that are required to be included in articles of incorporation under section 6;
        
        (b) the name and address of each proposed director of the amalgamated corporation;
        
        (c) the manner in which the shares of each amalgamating corporation are to be converted into shares or other securities of the amalgamated corporation;
        
        (d) if any shares of an amalgamating corporation are not to be converted into securities of the amalgamated corporation, the amount of money or securities of any body corporate that the holders of such shares are to receive in addition to or instead of securities of the amalgamated corporation;
        
        (e) the manner of payment of money instead of the issue of fractional shares of the amalgamated corporation or of any other body corporate the securities of which are to be received in the amalgamation;
        
        (f) whether the by-laws of the amalgamated corporation are to be those of one of the amalgamating corporations and, if not, a copy of the proposed by-laws; and
        
        (g) details of any arrangements necessary to perfect the amalgamation and to provide for the subsequent management and operation of the amalgamated corporation.
        
        1974-75-76, c. 33, s. 176
        
        1978-79, c. 9, s. 1(F)
        
        Marginal note: Shareholder approval
        
        183 (1) The directors of each amalgamating corporation shall submit the amalgamation agreement for approval to a meeting of the holders of shares of the amalgamating corporation of which they are directors and, subject to subsection (4), to the holders of each class or series of such shares.
        
        Marginal note: Notice of meeting (2) A notice of a meeting of shareholders complying with section 135 shall be sent in accordance with that section to each shareholder of each amalgamating corporation, and shall
        
        (a) include or be accompanied by a copy or summary of the amalgamation agreement; and
        
        (b) state that a dissenting shareholder is entitled to be paid the fair value of their shares in accordance with section 190, but failure to make that statement does not invalidate an amalgamation.
        
        R.S., 1985, c. C-44, s. 183
        
        2001, c. 14, ss. 87, 135(E)
        
        Marginal note: Vertical short-form amalgamation
        
        184 (1) A holding corporation and one or more of its subsidiary corporations may amalgamate and continue as one corporation without complying with sections 182 and 183 if
        
        (a) the amalgamation is approved by a resolution of the directors of each amalgamating corporation;
        
        (a.1) all of the issued shares of each amalgamating subsidiary corporation are held by one or more of the other amalgamating corporations; and
        
        (b) the resolutions provide that
        
        (i) the shares of each amalgamating subsidiary corporation shall be cancelled without any repayment of capital in respect thereof,
        
        (ii) except as may be prescribed, the articles of amalgamation shall be the same as the articles of the amalgamating holding corporation, and
        
        (iii) no securities shall be issued by the amalgamated corporation in connection with the amalgamation and the stated capital of the amalgamated corporation shall be the same as the stated capital of the amalgamating holding corporation.
        
        (a) the amalgamation is approved by a resolution of the directors of each amalgamating corporation; and
        
        (b) the resolutions provide that
        
        (i) the shares of all but one of the amalgamating subsidiary corporations shall be cancelled without any repayment of capital in respect thereof,
        
        (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
        
        (iii) the stated capital of the amalgamating subsidiary corporations whose shares are cancelled shall be added to the stated capital of the amalgamating subsidiary corporation whose shares are not cancelled.
        
        R.S., 1985, c. C-44, s. 184
        
        1994, c. 24, s. 20
        
        2001, c. 14, s. 88
        
        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: Attached declarations (2) The articles of amalgamation shall have attached thereto a statutory declaration of a director or an officer of each amalgamating corporation that establishes to the satisfaction of the Director that
        
        (a) there are reasonable grounds for believing that
        
        (i) each amalgamating corporation is and the amalgamated corporation will be able to pay its liabilities as they become due, and
        
        (ii) the realizable value of the amalgamated corporation’s assets will not be less than the aggregate of its liabilities and stated capital of all classes; and
        
        (i) no creditor will be prejudiced by the amalgamation, or
        
        (ii) adequate notice has been given to all known creditors of the amalgamating corporations and no creditor objects to the amalgamation otherwise than on grounds that are frivolous or vexatious.
        
        (a) a notice in writing is sent to each known creditor having a claim against the corporation that exceeds one thousand dollars;
        
        (b) a notice is published once in a newspaper published or distributed in the place where the corporation has its registered office and reasonable notice thereof is given in each province where the corporation carries on business; and
        
        (c) each notice states that the corporation intends to amalgamate with one or more specified corporations in accordance with this Act and that a creditor of the corporation may object to the amalgamation within thirty days from the date of the notice.
        
        R.S., 1985, c. C-44, s. 185
        
        2001, c. 14, s. 89
        
        Marginal note: Effect of certificate
        
        186 On the date shown in a certificate of amalgamation
        
        (a) the amalgamation of the amalgamating corporations and their continuance as one corporation become effective;
        
        (b) the property of each amalgamating corporation continues to be the property of the amalgamated corporation;
        
        (c) the amalgamated corporation continues to be liable for the obligations of each amalgamating corporation;
        
        (d) an existing cause of action, claim or liability to prosecution is unaffected;
        
        (e) a civil, criminal or administrative action or proceeding pending by or against an amalgamating corporation may be continued to be prosecuted by or against the amalgamated corporation;
        
        (f) a conviction against, or ruling, order or judgment in favour of or against, an amalgamating corporation may be enforced by or against the amalgamated corporation; and
        
        (g) the articles of amalgamation are deemed to be the articles of incorporation of the amalgamated corporation and the certificate of amalgamation is deemed to be the certificate of incorporation of the amalgamated corporation.
        
        1974-75-76, c. 33, s. 180
        
        1978-79, c. 9, s. 1(F)
        
        Marginal note: Amalgamation under other federal Acts
        
        186.1 (1) Subject to subsection (2), a corporation may not amalgamate with one or more bodies corporate pursuant to the Bank Act , the Canada Cooperatives Act , the Cooperative Credit Associations Act , the Insurance Companies Act or the Trust and Loan Companies Act unless the corporation is first authorized to do so by the shareholders in accordance with section 183.
        
        Marginal note: Short-form amalgamations (2) A corporation may not amalgamate with one or more bodies corporate pursuant to the provisions of one of the Acts referred to in subsection (1) respecting short-form amalgamations unless the corporation is first authorized to do so by the directors in accordance with section 184.
        
        Marginal note: Discontinuance (3) On receipt of a notice satisfactory to the Director that a corporation has amalgamated pursuant to one of the Acts referred to in subsection (1), the Director shall file the notice and issue a certificate of discontinuance in accordance with section 262.
        
        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.
        
        Marginal note: Act ceases to apply (5) This Act ceases to apply to the corporation on the date shown in the certificate of discontinuance.
        
        Marginal note: Non-application (6) For greater certainty, section 185 does not apply to a corporation that amalgamates pursuant to one of the Acts referred to in subsection (1).
        
        1994, c. 24, s. 21
        
        1998, c. 1, s. 380
        
        2001, c. 14, s. 90
        
        Marginal note: Continuance (import)
        
        187 (1) A body corporate incorporated otherwise than by or under an Act of Parliament may, if so authorized by the laws of the jurisdiction where it is incorporated, apply to the Director for a certificate of continuance.
        
        Marginal note: Amendments in articles of continuance (2) A body corporate that applies for continuance under subsection (1) may, without so stating in its articles of continuance, effect by those articles any amendment to its Act of incorporation, articles, letters patent or memorandum or articles of association if the amendment is an amendment a corporation incorporated under this Act may make to its articles.
        
        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.
        
        Marginal note: Certificate of continuance (4) On receipt of articles of continuance, the Director shall issue a certificate of continuance in accordance with section 262.
        
        Marginal note: Effect of certificate (5) On the date shown in the certificate of continuance
        
        (a) the body corporate becomes a corporation to which this Act applies as if it had been incorporated under this Act;
        
        (b) the articles of continuance are deemed to be the articles of incorporation of the continued corporation; and
        
        (c) the certificate of continuance is deemed to be the certificate of incorporation of the continued corporation.
        
        (a) the property of the body corporate continues to be the property of the corporation;
        
        (b) the corporation continues to be liable for the obligations of the body corporate;
        
        (c) an existing cause of action, claim or liability to prosecution is unaffected;
        
        (d) a civil, criminal or administrative action or proceeding pending by or against the body corporate may be continued to be prosecuted by or against the corporation; and
        
        (e) a conviction against, or ruling, order or judgment in favour of or against, the body corporate may be enforced by or against the corporation.
        
        R.S., 1985, c. C-44, s. 187
        
        2001, c. 14, ss. 91, 135(E)
        
        2018, c. 8, s. 25
        
        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.
        
        (a) the property of the corporation continues to be the property of the body corporate;
        
        (b) the body corporate continues to be liable for the obligations of the corporation;
        
        (c) an existing cause of action, claim or liability to prosecution is unaffected;
        
        (d) a civil, criminal or administrative action or proceeding pending by or against the corporation may be continued to be prosecuted by or against the body corporate; and
        
        (e) a conviction against, or ruling, order or judgment in favour of or against, the corporation may be enforced by or against the body corporate.
        
        R.S., 1985, c. C-44, s. 188
        
        1991, c. 45, s. 555, c. 46, s. 596, c. 47, s. 723
        
        1994, c. 24, s. 22
        
        1998, c. 1, s. 381
        
        2001, c. 14, ss. 92, 135(E)
        
        2007, c. 6, s. 400
        
        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,
        
        (a) borrow money on the credit of the corporation;
        
        (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
        
        (d) mortgage, hypothecate, pledge or otherwise create a security interest in all or any property of the corporation, owned or subsequently acquired, to secure any obligation of the corporation.
        
        (a) include or be accompanied by a copy or summary of the agreement of sale, lease or exchange; and
        
        (b) state that a dissenting shareholder is entitled to be paid the fair value of their shares in accordance with section 190, but failure to make that statement does not invalidate a sale, lease or exchange referred to in subsection (3).
        
        R.S., 1985, c. C-44, s. 189
        
        2001, c. 14, ss. 93, 135(E)
        
        2011, c. 21, s. 59(F)
        
        Marginal note: Right to dissent
        
        190 (1) Subject to sections 191 and 241, a holder of shares of any class of a corporation may dissent if the corporation is subject to an order under paragraph 192(4)(d) that affects the holder or if the corporation resolves to
        
        (a) amend its articles under section 173 or 174 to add, change or remove any provisions restricting or constraining the issue, transfer or ownership of shares of that class;
        
        (b) amend its articles under section 173 to add, change or remove any restriction on the business or businesses that the corporation may carry on;
        
        (c) amalgamate otherwise than under section 184;
        
        (d) be continued under section 188;
        
        (e) sell, lease or exchange all or substantially all its property under subsection 189(3); or
        
        (f) carry out a going-private transaction or a squeeze-out transaction.
        
        (a) the shareholder’s name and address;
        
        (b) the number and class of shares in respect of which the shareholder dissents; and
        
        (c) a demand for payment of the fair value of such shares.
        
        (a) the shareholder withdraws that notice before the corporation makes an offer under subsection (12),
        
        (b) the corporation fails to make an offer in accordance with subsection (12) and the shareholder withdraws the notice, or
        
        (c) the directors revoke a resolution to amend the articles under subsection 173(2) or 174(5), terminate an amalgamation agreement under subsection 183(6) or an application for continuance under subsection 188(6), or abandon a sale, lease or exchange under subsection 189(9),
        
        in which case the shareholder’s rights are reinstated as of the date the notice was sent.
        
        (a) a written offer to pay for their shares in an amount considered by the directors of the corporation to be the fair value, accompanied by a statement showing how the fair value was determined; or
        
        (b) if subsection (26) applies, a notification that it is unable lawfully to pay dissenting shareholders for their shares.
        
        (a) all dissenting shareholders whose shares have not been purchased by the corporation shall be joined as parties and are bound by the decision of the court; and
        
        (b) the corporation shall notify each affected dissenting shareholder of the date, place and consequences of the application and of their right to appear and be heard in person or by counsel.
        
        (a) withdraw their notice of dissent, in which case the corporation is deemed to consent to the withdrawal and the shareholder is reinstated to their full rights as a shareholder; or
        
        (b) retain a status as a claimant against the corporation, to be paid as soon as the corporation is lawfully able to do so or, in a liquidation, to be ranked subordinate to the rights of creditors of the corporation but in priority to its shareholders.
        
        (a) the corporation is or would after the payment be unable to pay its liabilities as they become due; or
        
        (b) the realizable value of the corporation’s assets would thereby be less than the aggregate of its liabilities.
        
        R.S., 1985, c. C-44, s. 190
        
        1994, c. 24, s. 23
        
        2001, c. 14, ss. 94, 134(F), 135(E)
        
        2011, c. 21, s. 60(F)
        
        Marginal note: Definition of
        
        191 (1) In this section, means a court order made under
        
        (a) section 241;
        
        (b) the Bankruptcy and Insolvency Act approving a proposal; or
        
        (c) any other Act of Parliament that affects the rights among the corporation, its shareholders and creditors.
        
        (a) authorize the issue of debt obligations of the corporation, whether or not convertible into shares of any class or having attached any rights or options to acquire shares of any class, and fix the terms thereof; and
        
        (b) appoint directors in place of or in addition to all or any of the directors then in office.
        
        R.S., 1985, c. C-44, s. 191
        
        1992, c. 27, s. 90
        
        2001, c. 14, s. 95
        
        Marginal note: Definition of
        
        192 (1) In this section, includes
        
        (a) an amendment to the articles of a corporation;
        
        (b) an amalgamation of two or more corporations;
        
        (c) an amalgamation of a body corporate with a corporation that results in an amalgamated corporation subject to this Act;
        
        (d) a division of the business carried on by a corporation;
        
        (e) a transfer of all or substantially all the property of a corporation to another body corporate in exchange for property, money or securities of the body corporate;
        
        (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;
        
        (g) a liquidation and dissolution of a corporation; and
        
        (h) any combination of the foregoing.
        
        (a) where it is unable to pay its liabilities as they become due; or
        
        (b) where the realizable value of the assets of the corporation are less than the aggregate of its liabilities and stated capital of all classes.
        
        (a) an order determining the notice to be given to any interested person or dispensing with notice to any person other than the Director;
        
        (b) an order appointing counsel, at the expense of the corporation, to represent the interests of the shareholders;
        
        (c) an order requiring a corporation to call, hold and conduct a meeting of holders of securities or options or rights to acquire securities in such manner as the court directs;
        
        (d) an order permitting a shareholder to dissent under section 190; and
        
        (e) an order approving an arrangement as proposed by the corporation or as amended in any manner the court may direct.
        
        R.S., 1985, c. C-44, s. 192
        
        1994, c. 24, s. 24
        
        2001, c. 14, s. 96
        
        PART XVI 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.
        
        R.S., 1985, c. C-44, s. 193
        
        2001, c. 14, s. 97
        
        2018, c. 8, s. 26(F)
        
        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.
        
        R.S., 1985, c. C-44, s. 194
        
        2001, c. 14, s. 97
        
        195 to 205 [Repealed, 2001, c. 14, s. 97]
        
        PART XVII Compulsory and Compelled Acquisitions
        
        Marginal note: Definitions
        
        206 (1) The definitions in this subsection apply in this Part. means, where a take-over bid is made for all the shares of a class of shares, a holder of a share of that class who does not accept the take-over bid and includes a subsequent holder of that share who acquires it from the first mentioned holder; ( pollicité dissident ) includes an invitation to make an offer. ( pollicitation ) means a person to whom a take-over bid is made. ( pollicité ) means a distributing corporation whose shares are the object of a take-over bid. ( société pollicitée ) means a person, other than an agent or mandatary, who makes a take-over bid, and includes two or more persons who, directly or indirectly,
        
        (a) make take-over bids jointly or in concert; or
        
        (b) intend to exercise jointly or in concert voting rights attached to shares for which a take-over bid is made. ( pollicitant )
        
        means a share, with or without voting rights, and includes
        
        (a) a security currently convertible into such a share; and
        
        (b) currently exercisable options and rights to acquire such a share or such a convertible security. ( action )
        
        means an offer made by an offeror to shareholders of a distributing corporation at approximately the same time to acquire all of the shares of a class of issued shares, and includes an offer made by a distributing corporation to repurchase all of the shares of a class of its shares. ( offre d’achat visant à la mainmise )
        
        (a) the offerees holding not less than ninety per cent of the shares to which the bid relates accepted the take-over bid;
        
        (b) the offeror is bound to take up and pay for or has taken up and paid for the shares of the offerees who accepted the take-over bid;
        
        (c) a dissenting offeree is required to elect
        
        (i) to transfer their shares to the offeror on the terms on which the offeror acquired the shares of the offerees who accepted the take-over bid, or
        
        (ii) to demand payment of the fair value of the shares in accordance with subsections (9) to (18) by notifying the offeror within twenty days after receiving the offeror’s notice;
        
        (a) send the share certificates of the class of shares to which the take-over bid relates to the offeree corporation; and
        
        (b) elect
        
        (i) to transfer the shares to the offeror on the terms on which the offeror acquired the shares of the offerees who accepted the take-over bid, or
        
        (ii) to demand payment of the fair value of the shares in accordance with subsections (9) to (18) by notifying the offeror within those twenty days.
        
        (a) if the payment or transfer required by subsection (6) is made, issue to the offeror a share certificate in respect of the shares that were held by dissenting offerees;
        
        (b) give to each dissenting offeree who elects to accept the take-over bid terms under subparagraph (5)(b)(i) and who sends share certificates as required by paragraph (5)(a) the money or other consideration to which the offeree is entitled, disregarding fractional shares, which may be paid for in money; and
        
        (c) if the payment or transfer required by subsection (6) is made and the money or other consideration is deposited as required by subsection (7) or (7.1), send to each dissenting shareholder who has not sent share certificates as required by paragraph (5)(a) a notice stating that
        
        (i) the dissenting shareholder’s shares have been cancelled,
        
        (ii) the offeree corporation or some designated person holds in trust for the dissenting shareholder the money or other consideration to which that shareholder is entitled as payment for or in exchange for the shares, and
        
        (iii) the offeree corporation will, subject to subsections (9) to (18), send that money or other consideration to that shareholder without delay after receiving the shares.
        
        (a) all dissenting offerees referred to in subparagraph (5)(b)(ii) whose shares have not been acquired by the offeror shall be joined as parties and are bound by the decision of the court; and
        
        (b) the offeror shall notify each affected dissenting offeree of the date, place and consequences of the application and of their right to appear and be heard in person or by counsel.
        
        (a) fix the amount of money or other consideration that is required to be held in trust under subsection (7) or (7.1);
        
        (b) order that that money or other consideration be held in trust by a person other than the offeree corporation;
        
        (c) allow a reasonable rate of interest on the amount payable to each dissenting offeree from the date they send or deliver their share certificates under subsection (5) until the date of payment; and
        
        (d) order that any money payable to a shareholder who cannot be found be paid to the Receiver General and subsection 227(3) applies in respect thereof.
        
        R.S., 1985, c. C-44, s. 206
        
        2001, c. 14, ss. 99, 135(E)
        
        2011, c. 21, s. 61
        
        Marginal note: Obligation to acquire shares
        
        206.1 (1) If a shareholder holding shares of a distributing corporation does not receive an offeror’s notice under subsection 206(3), the shareholder may
        
        (a) within ninety days after the date of termination of the take-over bid, or
        
        (b) if the shareholder did not receive an offer pursuant to the take-over bid, within ninety days after the later of
        
        (i) the date of termination of the take-over bid, and
        
        (ii) the date on which the shareholder learned of the take-over bid,
        
        require the offeror to acquire those shares.
        
        2001, c. 14, s. 100
        
        PART XVIII Liquidation and Dissolution
        
        Marginal note: Definition of
        
        207 In this Part, means a court having jurisdiction in the place where the corporation has its registered office.
        
        1974-75-76, c. 33, s. 200
        
        1978-79, c. 9, s. 1(F)
        
        Marginal note: Application of Part
        
        208 (1) This Part, other than sections 209 and 212, does not apply to a corporation that is an or a as those terms are defined in section 2 of the Bankruptcy and Insolvency Act .
        
        Marginal note: Staying proceedings (2) Any proceedings taken under this Part to dissolve or to liquidate and dissolve a corporation shall be stayed if the corporation is at any time found, in a proceeding under the Bankruptcy and Insolvency Act , to be an as defined in section 2 of that Act.
        
        R.S., 1985, c. C-44, s. 208
        
        1992, c. 27, s. 90
        
        2001, c. 14, s. 101
        
        2018, c. 8, s. 27
        
        Marginal note: Revival
        
        209 (1) When a corporation or other body corporate is dissolved under this Part, section 268 of this Act, section 261 of the Canada Business Corporations Act , chapter 33 of the Statutes of Canada, 1974-75-76, or subsection 297(6) of the Canada Not-for-profit Corporations Act , any interested person may apply to the Director to have the dissolved corporation or other body corporate revived as a corporation under this Act.
        
        Marginal note: Articles of revival (2) Articles of revival in the form that the Director fixes shall be sent to the Director.
        
        Marginal note: Certificate of revival (3) On receipt of articles of revival, the Director shall issue a certificate of revival in accordance with section 262, if
        
        (a) the dissolved corporation or other body corporate has fulfilled all conditions precedent that the Director considers reasonable; and
        
        (b) there is no valid reason for refusing to issue the certificate.
        
        (a) restored to its previous position in law, including the restoration of any rights and privileges whether arising before its dissolution or after its dissolution and before its revival; and
        
        (b) liable for the obligations that it would have had if it had not been dissolved whether they arise before its dissolution or after its dissolution and before its revival.
        
        (a) a shareholder, a director, an officer, an employee and a creditor of the dissolved corporation or other body corporate;
        
        (b) a person who has a contract — other than, in Quebec, a contract by gratuitous title — with the dissolved corporation or other body corporate;
        
        (c) a person who, although at the time of dissolution of the corporation or other body corporate was not a person described in paragraph (a), would be such a person if a certificate of revival is issued under this section; and
        
        (d) a trustee in bankruptcy or liquidator for the dissolved corporation or other body corporate.
        
        R.S., 1985, c. C-44, s. 209
        
        2001, c. 14, s. 102
        
        2009, c. 23, s. 310
        
        2018, c. 8, s. 28
        
        Marginal note: Dissolution before commencing business
        
        210 (1) A corporation that has not issued any shares may be dissolved at any time by resolution of all the directors.
        
        Marginal note: Dissolution if no property (2) A corporation that has no property and no liabilities may be dissolved by special resolution of the shareholders or, where it has issued more than one class of shares, by special resolutions of the holders of each class whether or not they are otherwise entitled to vote.
        
        Marginal note: Dissolution where property disposed of (3) A corporation that has property or liabilities or both may be dissolved by special resolution of the shareholders or, where it has issued more than one class of shares, by special resolutions of the holders of each class whether or not they are otherwise entitled to vote, if
        
        (a) by the special resolution or resolutions the shareholders authorize the directors to cause the corporation to distribute any property and discharge any liabilities; and
        
        (b) the corporation has distributed any property and discharged any liabilities before it sends articles of dissolution to the Director pursuant to subsection (4).
        
        R.S., 1985, c. C-44, s. 210
        
        2001, c. 14, s. 103
        
        Marginal note: Proposing liquidation and dissolution
        
        211 (1) The directors may propose, or a shareholder who is entitled to vote at an annual meeting of shareholders may, in accordance with section 137, make a proposal for, the voluntary liquidation and dissolution of a corporation.
        
        Marginal note: Notice of meeting (2) Notice of any meeting of shareholders at which voluntary liquidation and dissolution is to be proposed shall set out the terms thereof.
        
        Marginal note: Shareholders resolution (3) A corporation may liquidate and dissolve by special resolution of the shareholders or, where the corporation has issued more than one class of shares, by special resolutions of the holders of each class whether or not they are otherwise entitled to vote.
        
        Marginal note: Statement of intent to dissolve (4) A statement of intent to dissolve in the form that the Director fixes shall be sent to the Director.
        
        Marginal note: Certificate of intent to dissolve (5) On receipt of a statement of intent to dissolve, the Director shall issue a certificate of intent to dissolve in accordance with section 262.
        
        Marginal note: Effect of certificate (6) On issue of a certificate of intent to dissolve, the corporation shall cease to carry on business except to the extent necessary for the liquidation, but its corporate existence continues until the Director issues a certificate of dissolution.
        
        Marginal note: Liquidation (7) After issue of a certificate of intent to dissolve, the corporation shall
        
        (a) immediately cause notice thereof to be sent to each known creditor of the corporation;
        
        (b) without delay take reasonable steps to give notice of it in each province in Canada where the corporation was carrying on business at the time it sent the statement of intent to dissolve to the Director;
        
        (c) proceed to collect its property, to dispose of properties that are not to be distributed in kind to its shareholders, to discharge all its obligations and to do all other acts required to liquidate its business; and
        
        (d) after giving the notice required under paragraphs (a) and (b) and adequately providing for the payment or discharge of all its obligations, distribute its remaining property, either in money or in kind, among its shareholders according to their respective rights.
        
        R.S., 1985, c. C-44, s. 211
        
        2001, c. 14, s. 104
        
        Marginal note: Dissolution by Director
        
        212 (1) Subject to subsections (2) and (3), the Director may
        
        (a) dissolve a corporation by issuing a certificate of dissolution under this section if the corporation
        
        (i) has not commenced business within three years after the date shown in its certificate of incorporation,
        
        (ii) has not carried on its business for three consecutive years,
        
        (iii) is in default for a period of one year in sending to the Director any fee or any notice, document or other information required by this Act, or
        
        (iv) does not have any directors or is in the situation described in subsection 109(4); or
        
        (a) given one hundred and twenty days notice of the decision to dissolve the corporation to the corporation and to each director thereof; and
        
        (b) published notice of that decision in a publication generally available to the public.
        
        R.S., 1985, c. C-44, s. 212
        
        1994, c. 24, s. 25
        
        2001, c. 14, ss. 105, 135(E)
        
        2018, c. 8, s. 29(F)
        
        2023, c. 29, s. 6
        
        Marginal note: Grounds for dissolution
        
        213 (1) The Director or any interested person may apply to a court for an order dissolving a corporation if the corporation has
        
        (a) failed for two or more consecutive years to comply with the requirements of this Act with respect to the holding of annual meetings of shareholders;
        
        (b) contravened subsection 16(2) or section 21, 157 or 159; or
        
        (c) procured any certificate under this Act by misrepresentation.
        
        (a) if the order is to dissolve the corporation, issue a certificate of dissolution in the form that the Director fixes; or
        
        (b) if the order is to liquidate and dissolve the corporation under the supervision of the court, issue a certificate of intent to dissolve in the form that the Director fixes and publish notice of the order in a publication generally available to the public.
        
        R.S., 1985, c. C-44, s. 213
        
        2001, c. 14, s. 106
        
        2018, c. 8, s. 30(F)
        
        Marginal note: Further grounds
        
        214 (1) A court may order the liquidation and dissolution of a corporation or any of its affiliated corporations on the application of a shareholder,
        
        (a) if the court is satisfied that in respect of a corporation or any of its affiliates
        
        (i) any act or omission of the corporation or any of its affiliates effects a result,
        
        (ii) the business or affairs of the corporation or any of its affiliates are or have been carried on or conducted in a manner, or
        
        (iii) the powers of the directors of the corporation or any of its affiliates are or have been exercised in a manner
        
        that is oppressive or unfairly prejudicial to or that unfairly disregards the interests of any security holder, creditor, director or officer; or
        
        (i) a unanimous shareholder agreement entitles a complaining shareholder to demand dissolution of the corporation after the occurrence of a specified event and that event has occurred, or
        
        (ii) it is just and equitable that the corporation should be liquidated and dissolved.
        
        R.S., 1985, c. C-44, s. 214
        
        2001, c. 14, s. 107(F)
        
        Marginal note: Application for supervision
        
        215 (1) An application to a court to supervise a voluntary liquidation and dissolution under subsection 211(8) shall state the reasons, verified by an affidavit of the applicant, why the court should supervise the liquidation and dissolution.
        
        Marginal note: Court supervision (2) If a court makes an order applied for under subsection 211(8), the liquidation and dissolution of the corporation shall continue under the supervision of the court in accordance with this Act.
        
        1974-75-76, c. 33, s. 208
        
        1978-79, c. 9, s. 1(F)
        
        Marginal note: Application to court
        
        216 (1) An application to a court under subsection 214(1) shall state the reasons, verified by an affidavit of the applicant, why the corporation should be liquidated and dissolved.
        
        Marginal note: Show cause order (2) On an application under subsection 214(1), the court may make an order requiring the corporation and any person having an interest in the corporation or claim against it to show cause, at a time and place specified in the order, within four weeks after the date of the order, why the corporation should not be liquidated and dissolved.
        
        Marginal note: Powers of court (3) On an application under subsection 214(1), the court may order the directors and officers of the corporation to furnish the court with all material information known to or reasonably ascertainable by them, including
        
        (a) financial statements of the corporation;
        
        (b) the name and address of each shareholder of the corporation; and
        
        (c) the name and address of each known creditor or claimant, including any creditor or claimant with unliquidated, future or contingent claims, and any person with whom the corporation has a contract.
        
        (a) published as directed in the order, at least once in each week before the time appointed for the hearing, in a newspaper published or distributed in the place where the corporation has its registered office; and
        
        (b) served on the Director and each person named in the order.
        
        R.S., 1985, c. C-44, s. 216
        
        1999, c. 31, s. 64(E)
        
        Marginal note: Powers of court
        
        217 In connection with the dissolution or the liquidation and dissolution of a corporation, the court may, if it is satisfied that the corporation is able to pay or adequately provide for the discharge of all its obligations, make any order it thinks fit including, without limiting the generality of the foregoing,
        
        (a) an order to liquidate;
        
        (b) an order appointing a liquidator, with or without security, fixing the liquidator’s remuneration and replacing a liquidator;
        
        (c) an order appointing inspectors or referees, specifying their powers, fixing their remuneration and replacing inspectors or referees;
        
        (d) an order determining the notice to be given to any interested person, or dispensing with notice to any person;
        
        (e) an order determining the validity of any claims made against the corporation;
        
        (f) an order, at any stage of the proceedings, restraining the directors and officers from
        
        (i) exercising any of their powers, or
        
        (ii) collecting or receiving any debt or other property of the corporation, and from paying out or transferring any property of the corporation, except as permitted by the court;
        
        (i) to the corporation, or
        
        (ii) for an obligation of the corporation;
        
        (i) an order staying the liquidation on such terms and conditions as the court thinks fit,
        
        (ii) an order continuing or discontinuing the liquidation proceedings, or
        
        (iii) an order to the liquidator to restore to the corporation all its remaining property; and
        
        R.S., 1985, c. C-44, s. 217
        
        2001, c. 14, ss. 108, 135(E)
        
        2011, c. 21, s. 62(F)
        
        Marginal note: Effect of order
        
        218 The liquidation of a corporation commences when a court makes an order therefor.
        
        1974-75-76, c. 33, s. 211
        
        1978-79, c. 9, s. 1(F)
        
        Marginal note: Cessation of business and powers
        
        219 (1) If a court makes an order for liquidation of a corporation,
        
        (a) the corporation continues in existence but shall cease to carry on business, except the business that is, in the opinion of the liquidator, required for an orderly liquidation; and
        
        (b) the powers of the directors and shareholders cease and vest in the liquidator, except as specifically authorized by the court.
        
        R.S., 1985, c. C-44, s. 219
        
        2001, c. 14, s. 135(E)
        
        Marginal note: Appointment of liquidator
        
        220 (1) When making an order for the liquidation of a corporation or at any time thereafter, the court may appoint any person, including a director, an officer or a shareholder of the corporation or any other body corporate, as liquidator of the corporation.
        
        Marginal note: Vacancy (2) Where an order for the liquidation of a corporation has been made and the office of liquidator is or becomes vacant, the property of the corporation is under the control of the court until the office of liquidator is filled.
        
        1974-75-76, c. 33, s. 213
        
        1978-79, c. 9, ss. 1(F), 67
        
        Marginal note: Duties of liquidator
        
        221 A liquidator shall
        
        (a) forthwith after appointment give notice thereof to the Director and to each claimant and creditor known to the liquidator;
        
        (b) without delay publish notice by insertion once a week for two consecutive weeks in a newspaper published or distributed in the place where the corporation has its registered office and take reasonable steps to give notice of the appointment in each province where the corporation carries on business, requiring any person
        
        (i) indebted to the corporation, to render an account and pay to the liquidator at the time and place specified any amount owing,
        
        (ii) possessing property of the corporation, to deliver it to the liquidator at the time and place specified, and
        
        (iii) having a claim against the corporation, whether liquidated, unliquidated, future or contingent, to present particulars thereof in writing to the liquidator not later than two months after the first publication of the notice;
        
        R.S., 1985, c. C-44, s. 221
        
        2001, c. 14, ss. 109, 135(E)
        
        2018, c. 8, s. 31(E)
        
        Marginal note: Powers of liquidator
        
        222 (1) A liquidator may
        
        (a) retain lawyers, accountants, engineers, appraisers and other professional advisers;
        
        (b) bring, defend or take part in any civil, criminal or administrative action or proceeding in the name and on behalf of the corporation;
        
        (c) carry on the business of the corporation as required for an orderly liquidation;
        
        (d) sell by public auction or private sale any property of the corporation;
        
        (e) do all acts and execute or, in Quebec, sign any documents in the name and on behalf of the corporation;
        
        (f) borrow money on the security of the property of the corporation;
        
        (g) settle or compromise any claims by or against the corporation; and
        
        (h) do all other things necessary for the liquidation of the corporation and distribution of its property.
        
        (a) financial statements of the corporation represented to the liquidator by an officer of the corporation or in a written report of the auditor of the corporation fairly to reflect the financial condition of the corporation; or
        
        (b) a report of a person whose profession lends credibility to a statement made by the professional person.
        
        R.S., 1985, c. C-44, s. 222
        
        2001, c. 14, ss. 110, 135(E)
        
        2011, c. 21, s. 63(E)
        
        Marginal note: Costs of liquidation
        
        223 (1) A liquidator shall pay the costs of liquidation out of the property of the corporation and shall pay or make adequate provision for all claims against the corporation.
        
        Marginal note: Final accounts (2) Within one year after appointment, and after paying or making adequate provision for all claims against the corporation, the liquidator shall apply to the court
        
        (a) for approval of the final accounts and for an order permitting the liquidator to distribute in money or in kind the remaining property of the corporation to its shareholders according to their respective rights; or
        
        (b) for an extension of time, setting out the reasons therefor.
        
        (a) directing the Director to issue a certificate of dissolution;
        
        (b) directing the custody or disposal of the documents and records of the corporation; and
        
        (c) subject to subsection (6), discharging the liquidator.
        
        R.S., 1985, c. C-44, s. 223
        
        2001, c. 14, ss. 111(E), 135(E)
        
        2011, c. 21, s. 64
        
        Marginal note: Right to distribution in money
        
        224 (1) If in the course of liquidation of a corporation the shareholders resolve or the liquidator proposes to
        
        (a) exchange all or substantially all the property of the corporation for securities of another body corporate that are to be distributed to the shareholders, or
        
        (b) distribute all or part of the property of the corporation to the shareholders in kind,
        
        a shareholder may apply to the court for an order requiring the distribution of the property of the corporation to be in money.
        
        (a) all the property of the corporation to be converted into and distributed in money; or
        
        (b) the claims of any shareholder applying under this section to be satisfied by a distribution in money, in which case subsections 190(20) to (22) apply.
        
        1974-75-76, c. 33, s. 217
        
        1978-79, c. 9, s. 1(F)
        
        Marginal note: Custody of documents
        
        225 (1) A person who has been granted custody of the documents and records of a dissolved corporation remains liable to produce those documents and records until the end of the prescribed period or of any shorter period fixed by an order made under subsection 223(5).
        
        Marginal note: Offence (2) A person who, without reasonable cause, contravenes subsection (1) is guilty of an offence and liable on summary conviction to a fine not exceeding five thousand dollars or to imprisonment for a term not exceeding six months or to both.
        
        R.S., 1985, c. C-44, s. 225
        
        2018, c. 8, s. 32
        
        Marginal note: Definition of
        
        226 (1) In this section, includes the heirs and personal representatives of a shareholder.
        
        Marginal note: Continuation of actions (2) Notwithstanding the dissolution of a body corporate under this Act,
        
        (a) a civil, criminal or administrative action or proceeding commenced by or against the body corporate before its dissolution may be continued as if the body corporate had not been dissolved;
        
        (b) a civil, criminal or administrative action or proceeding may be brought against the body corporate within two years after its dissolution as if the body corporate had not been dissolved; and
        
        (c) any property that would have been available to satisfy any judgment or order if the body corporate had not been dissolved remains available for such purpose.
        
        (a) add as a party to the proceedings each person who was a shareholder found by the plaintiff;
        
        (b) determine, subject to subsection (4), the amount that each person who was a shareholder shall contribute towards satisfaction of the plaintiff’s claim; and
        
        (c) direct payment of the amounts so determined.
        
        R.S., 1985, c. C-44, s. 226
        
        1992, c. 1, s. 57
        
        2001, c. 14, ss. 112, 135(E)
        
        2011, c. 21, s. 65(F)
        
        Marginal note: Unknown claimants
        
        227 (1) On the dissolution of a body corporate under this Act, the portion of the property distributable to a creditor or shareholder who cannot be found shall be converted into money and paid to the Receiver General.
        
        Marginal note: Constructive satisfaction (2) A payment under subsection (1) is deemed to be in satisfaction of a debt or claim of such creditor or shareholder.
        
        Marginal note: Recovery (3) A person who establishes an entitlement to any moneys paid to the Receiver General under this Act shall be paid by the Receiver General an equivalent amount out of the Consolidated Revenue Fund.
        
        R.S., 1985, c. C-44, s. 227
        
        2001, c. 14, s. 135(E)
        
        Marginal note: Vesting in Crown
        
        228 (1) Subject to subsection 226(2) and section 227, property of a body corporate that has not been disposed of at the date of its dissolution under this Act vests in Her Majesty in right of Canada.
        
        Marginal note: Return of property on revival (2) If a body corporate is revived as a corporation under section 209, any property, other than money, that vested in Her Majesty pursuant to subsection (1), that has not been disposed of shall be returned to the corporation and there shall be paid to the corporation out of the Consolidated Revenue Fund
        
        (a) an amount equal to any money received by Her Majesty pursuant to subsection (1); and
        
        (b) where property other than money vested in Her Majesty pursuant to subsection (1) and that property has been disposed of, an amount equal to the lesser of
        
        (i) the value of any such property at the date it vested in Her Majesty, and
        
        (ii) the amount realized by Her Majesty from the disposition of that property.
        
        1974-75-76, c. 33, s. 221
        
        1978-79, c. 9, ss. 1(F), 70
        
        PART XIX Investigation
        
        Marginal note: Investigation
        
        229 (1) A security holder or the Director may apply, ex parte or on such notice as the court may require, to a court having jurisdiction in the place where the corporation has its registered office for an order directing an investigation to be made of the corporation and any of its affiliated corporations.
        
        Marginal note: Grounds (2) If, on an application under subsection (1), it appears to the court that
        
        (a) the business of the corporation or any of its affiliates is or has been carried on with intent to defraud any person,
        
        (b) the business or affairs of the corporation or any of its affiliates are or have been carried on or conducted, or the powers of the directors are or have been exercised in a manner that is oppressive or unfairly prejudicial to or that unfairly disregards the interests of a security holder,
        
        (c) the corporation or any of its affiliates was formed for a fraudulent or unlawful purpose or is to be dissolved for a fraudulent or unlawful purpose, or
        
        (d) persons concerned with the formation, business or affairs of the corporation or any of its affiliates have in connection therewith acted fraudulently or dishonestly,
        
        the court may order an investigation to be made of the corporation and any of its affiliated corporations.
        
        R.S., 1985, c. C-44, s. 229
        
        2001, c. 14, ss. 113(F), 135(E)
        
        Marginal note: Powers of court
        
        230 (1) In connection with an investigation under this Part, the court may make any order it thinks fit including, without limiting the generality of the foregoing,
        
        (a) an order to investigate;
        
        (b) an order appointing an inspector, who may be the Director, fixing the remuneration of an inspector, and replacing an inspector;
        
        (c) an order determining the notice to be given to any interested person, or dispensing with notice to any person;
        
        (d) an order authorizing an inspector to enter any premises in which the court is satisfied there might be relevant information, and to examine any thing and make copies of any document or record found on the premises;
        
        (e) an order requiring any person to produce documents or records to the inspector;
        
        (f) an order authorizing an inspector to conduct a hearing, administer oaths, and examine any person on oath, and prescribing rules for the conduct of the hearing;
        
        (g) an order requiring any person to attend a hearing conducted by an inspector and to give evidence on oath;
        
        (h) an order giving directions to an inspector or any interested person on any matter arising in the investigation;
        
        (i) an order requiring an inspector to make an interim or final report to the court;
        
        (j) an order determining whether a report of an inspector should be published and, if so, ordering the Director to publish the report in whole or in part or to send copies to any person the court designates;
        
        (k) an order requiring an inspector to discontinue an investigation; and
        
        (l) an order requiring the corporation to pay the costs of the investigation.
        
        1974-75-76, c. 33, s. 223
        
        1978-79, c. 9, ss. 1(F), 72
        
        Marginal note: Power of inspector
        
        231 (1) An inspector under this Part has the powers set out in the order appointing him.
        
        Marginal note: Exchange of information (2) In addition to the powers set out in the order appointing him, an inspector appointed to investigate a corporation may furnish to, or exchange information and otherwise cooperate with, any public official in Canada or elsewhere who is authorized to exercise investigatory powers and who is investigating, in respect of the corporation, any allegation of improper conduct that is the same as or similar to the conduct described in subsection 229(2).
        
        Marginal note: Court order (3) An inspector shall on request produce to an interested person a copy of any order made under subsection 230(1).
        
        1974-75-76, c. 33, s. 224
        
        1978-79, c. 9, ss. 1(F), 73
        
        Marginal note: Hearing in camera
        
        232 (1) Any interested person may apply to the court for an order that a hearing conducted by an inspector under this Part be heard in camera and for directions on any matter arising in the investigation.
        
        Marginal note: Right to counsel (2) A person whose conduct is being investigated or who is being examined at a hearing conducted by an inspector under this Part has a right to be represented by counsel.
        
        1974-75-76, c. 33, s. 225
        
        1978-79, c. 9, s. 1(F)
        
        Marginal note: Criminating statements
        
        233 No person is excused from attending and giving evidence and producing documents and records to an inspector under this Part by reason only that the evidence tends to criminate that person or subject that person to any proceeding or penalty, but no such evidence shall be used or is receivable against that person in any proceeding thereafter instituted against that person under an Act of Parliament, other than a prosecution under section 132 of the Criminal Code for perjury in giving the evidence or a prosecution under section 136 of the Criminal Code in respect of the evidence.
        
        R.S., 1985, c. C-44, s. 233
        
        R.S., 1985, c. 27 (1st Supp.), s. 187
        
        Marginal note: Absolute privilege (defamation)
        
        234 Any oral or written statement or report made by an inspector or any other person in an investigation under this Part has absolute privilege.
        
        1974-75-76, c. 33, s. 227
        
        1978-79, c. 9, s. 1(F)
        
        Marginal note: Information respecting ownership and control
        
        235 (1) If the Director is satisfied that, for the purposes of Part XI, XIII or XVII, or for the purposes of enforcing any regulation made under section 174, there is reason to inquire into the ownership or control of a security of a corporation or any of its affiliates, the Director may require any person that the Director reasonably believes has or has had an interest or right in the security or acts or has acted on behalf of a person with such an interest or right to report to him or her or to any person the Director designates
        
        (a) information that the person has or can reasonably be expected to obtain as to present and past interests or rights in the security; and
        
        (b) the names and addresses of the persons with such an interest or right and of any person who acts or has acted in relation to the security on their behalf.
        
        (a) the person has a right to vote or to acquire or dispose of the security or any interest or right in it;
        
        (b) the person’s consent is necessary for the exercise of the rights or privileges of any other person with an interest or right in the security; or
        
        (c) any other person with an interest or right in the security can be required or is accustomed to exercise rights or privileges attached to the security in accordance with the person’s instructions.
        
        (a) are required to be disclosed by this Act or the regulations; and
        
        (b) have not previously been so disclosed.
        
        R.S., 1985, c. C-44, s. 235
        
        2001, c. 14, ss. 114, 135(E)
        
        2011, c. 21, s. 66
        
        2018, c. 8, s. 33(F)
        
        Marginal note: Solicitor-client privilege or professional secrecy
        
        236 Nothing in this Part shall be construed as affecting solicitor-client privilege or, in Quebec, the professional secrecy of advocates and notaries.
        
        R.S., 1985, c. C-44, s. 236
        
        2001, c. 14, s. 135(E)
        
        2011, c. 21, s. 67
        
        Marginal note: Inquiries
        
        237 (1) The Director may make inquiries of any person relating to compliance with this Act and may, as part of any inquiry, require the person to provide any records or other documents or information.
        
        Marginal note: Response (2) A person shall respond to any inquiry made under subsection (1).
        
        R.S., 1985, c. C-44, s. 237
        
        2023, c. 29, s. 7
        
        PART XIX.1 Apportioning Award of Damages
        
        Interpretation and Application
        
        Marginal note: Definitions
        
        237.1 The definitions in this section apply in this Part.
        
        , with respect to a corporation, includes
        
        (a) a security;
        
        (b) a title to or an interest in capital, assets, property, profits, earnings or royalties;
        
        (c) an option or other interest in, or a subscription to, a security;
        
        (d) an agreement under which the interest of the purchaser is valued for purposes of conversion or surrender by reference to the value of a proportionate interest in a specified portfolio of assets;
        
        (e) an agreement providing that money received will be repaid or treated as a subscription for shares, units or interests at the option of any person or the corporation;
        
        (f) a profit-sharing agreement or certificate;
        
        (g) a lease, claim or royalty in oil, natural gas or mining, or an interest in the lease, claim or royalty;
        
        (h) an income or annuity contract that is not issued by an insurance company governed by an Act of Parliament or a law of a province;
        
        (i) an investment contract; and
        
        (j) anything that is prescribed to be a financial interest. ( intérêt financier )
        
        means a financial loss arising out of an error, omission or misstatement in financial information concerning a corporation that is required under this Act or the regulations. ( perte financière )
        
        includes any subsequent party that is joined in proceedings before a court. ( Version anglaise seulement )
        
        2001, c. 14, s. 115
        
        Marginal note: Application of Part
        
        237.2 (1) This Part applies to the apportionment of damages awarded to a plaintiff for financial loss after a court has found more than one defendant or third party responsible for the financial loss.
        
        Marginal note: Non-application of Part (2) This Part does not apply to an award of damages to any of the following plaintiffs:
        
        (a) Her Majesty in right of Canada or of a province;
        
        (b) an agent of Her Majesty in right of Canada or of a province or a federal or provincial Crown corporation or government agency, unless a substantial part of its activities involves trading, including making investments in, securities or other financial instruments;
        
        (c) a charitable organization, private foundation or public foundation within the meaning of subsection 149.1(1) of the Income Tax Act ; or
        
        (d) an unsecured creditor in respect of goods or services that the creditor provided to a corporation.
        
        2001, c. 14, s. 115
        
        Apportionment of Damages
        
        Marginal note: Degree of responsibility
        
        237.3 (1) Subject to this section and sections 237.4 to 237.6, every defendant or third party who has been found responsible for a financial loss is liable to the plaintiff only for the portion of the damages that corresponds to their degree of responsibility for the loss.
        
        Marginal note: Uncollectable amounts (2) If any part of the damages awarded against a responsible defendant or third party is uncollectable, the court may, on the application of the plaintiff, reallocate that amount to the other responsible defendants or third parties, if the application is made within one year after the date that the judgment was made enforceable.
        
        Marginal note: Reallocation (3) The amount that may be reallocated to each of the other responsible defendants or third parties under subsection (2) is calculated by multiplying the uncollectable amount by the percentage that corresponds to the degree of responsibility of that defendant or third party for the total financial loss.
        
        Marginal note: Maximum amount (4) The maximum amount determined under subsection (3), in respect of any responsible defendant or third party, may not be more than fifty per cent of the amount originally awarded against that responsible defendant or third party.
        
        2001, c. 14, s. 115
        
        Marginal note: Exception — fraud
        
        237.4 (1) The plaintiff may recover the whole amount of the damages awarded by the court from any defendant or third party who has been held responsible for a financial loss if it was established that the defendant or third party acted fraudulently or dishonestly.
        
        Marginal note: Contribution (2) The defendant or third party referred to in subsection (1) is entitled to claim contribution from any other defendant or third party who is held responsible for the loss.
        
        2001, c. 14, s. 115
        
        Joint and Several, or Solidary, Liability
        
        Marginal note: Individual or personal body corporate
        
        237.5 (1) Defendants and third parties referred to in subsection 237.2(1) are jointly and severally, or solidarily, liable for the damages awarded to a plaintiff who is an individual or a personal body corporate and who
        
        (a) had a financial interest in a corporation on the day that an error, omission or misstatement in financial information concerning the corporation occurred, or acquired a financial interest in the period between the day that the error, omission or misstatement occurred and the day, as determined by the court, that it was generally disclosed; and
        
        (b) has established that the value of the plaintiff’s total financial interest in the corporation was not more than the prescribed amount at the close of business on the day that the error, omission or misstatement occurred or at the close of business on any day that the plaintiff acquired a financial interest in the period referred to in paragraph (a).
        
        (a) a personal body corporate is a body corporate that is not actively engaged in any financial, commercial or industrial business and that is controlled by an individual, or by a group of individuals who are connected by marriage, common-law partnership or any legal parent-child relationship or are connected indirectly by a combination of those relationships, whether or not the individuals through whom they are connected are members of the group; and
        
        (b) a common-law partnership is a relationship between two persons who are cohabiting with each other in a conjugal relationship and have done so for a period of at least one year.
        
        2001, c. 14, s. 115
        
        2005, c. 33, s. 5
        
        2011, c. 21, s. 68(E)
        
        Marginal note: Equitable grounds
        
        237.6 (1) If the value of the plaintiff’s total financial interest referred to in subsection 237.5(1) is greater than the prescribed amount, a court may nevertheless determine that the defendants and third parties are jointly and severally, or solidarily, liable if the court considers that it is just and reasonable to do so.
        
        Marginal note: Factors (2) The Governor in Council may establish factors that the court shall take into account in deciding whether to hold the defendants and third parties jointly and severally, or solidarily, liable.
        
        Marginal note: Statutory Instruments Act (3) The Statutory Instruments Act does not apply to the factors referred to in subsection (2), but the factors shall be published in Part I of the Canada Gazette .
        
        2001, c. 14, s. 115
        
        Marginal note: Value of security
        
        237.7 (1) When, in order to establish the value of the total financial interest referred to in subsection 237.5(1), it is necessary to determine the value of a security that is traded on an organized market, the value of the security is, on the day specified in subsection (3),
        
        (a) the closing price of that class of security;
        
        (b) if no closing price is given, the average of the highest and lowest prices of that class of security; or
        
        (c) if the security was not traded, the average of the bid and ask prices of that class of security.
        
        2001, c. 14, s. 115
        
        2018, c. 8, s. 34(F)
        
        Marginal note: Court determines value
        
        237.8 (1) The court shall determine the value of all or any part of a financial interest that is subject to resale restrictions or for which there is no organized market.
        
        Marginal note: Factors (2) The Governor in Council may establish factors that the court may take into account in determining value under subsection (1).
        
        Marginal note: Statutory Instruments Act (3) The Statutory Instruments Act does not apply to the factors referred to in subsection (2), but the factors shall be published in Part I of the Canada Gazette .
        
        2001, c. 14, s. 115
        
        Marginal note: Application to determine value
        
        237.9 The plaintiff may, by application made at any time before or during the course of the proceedings, request the court to determine the value of the plaintiff’s financial interest for the purpose of subsection 237.5(1).
        
        2001, c. 14, s. 115
        
        PART XX Remedies, Offences and Punishment
        
        Marginal note: Definitions
        
        238 In this Part,
        
        means an action under this Act; ( action )
        
        (a) a registered holder or beneficial owner, and a former registered holder or beneficial owner, of a security of a corporation or any of its affiliates,
        
        (b) a director or an officer or a former director or officer of a corporation or any of its affiliates,
        
        (c) the Director, or
        
        (d) any other person who, in the discretion of a court, is a proper person to make an application under this Part. ( plaignant )
        
        1974-75-76, c. 33, s. 231
        
        1978-79, c. 9, s. 1(F)
        
        Marginal note: Commencing derivative action
        
        239 (1) Subject to subsection (2), a complainant may apply to a court for leave to bring an action in the name and on behalf of a corporation or any of its subsidiaries, or intervene in an action to which any such body corporate is a party, for the purpose of prosecuting, defending or discontinuing the action on behalf of the body corporate.
        
        Marginal note: Conditions precedent (2) No action may be brought and no intervention in an action may be made under subsection (1) unless the court is satisfied that
        
        (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;
        
        (b) the complainant is acting in good faith; and
        
        (c) it appears to be in the interests of the corporation or its subsidiary that the action be brought, prosecuted, defended or discontinued.
        
        R.S., 1985, c. C-44, s. 239
        
        2001, c. 14, s. 116
        
        Marginal note: Powers of court
        
        240 In connection with an action brought or intervened in under section 239, the court may at any time make any order it thinks fit including, without limiting the generality of the foregoing,
        
        (a) an order authorizing the complainant or any other person to control the conduct of the action;
        
        (b) an order giving directions for the conduct of the action;
        
        (c) an order directing that any amount adjudged payable by a defendant in the action shall be paid, in whole or in part, directly to former and present security holders of the corporation or its subsidiary instead of to the corporation or its subsidiary; and
        
        (d) an order requiring the corporation or its subsidiary to pay reasonable legal fees incurred by the complainant in connection with the action.
        
        1974-75-76, c. 33, s. 233
        
        1978-79, c. 9, s. 1(F)
        
        Marginal note: Application to court re oppression
        
        241 (1) A complainant may apply to a court for an order under this section.
        
        Marginal note: Grounds (2) If, on an application under subsection (1), the court is satisfied that in respect of a corporation or any of its affiliates
        
        (a) any act or omission of the corporation or any of its affiliates effects a result,
        
        (b) the business or affairs of the corporation or any of its affiliates are or have been carried on or conducted in a manner, or
        
        (c) the powers of the directors of the corporation or any of its affiliates are or have been exercised in a manner
        
        that is oppressive or unfairly prejudicial to or that unfairly disregards the interests of any security holder, creditor, director or officer, the court may make an order to rectify the matters complained of.
        
        (a) an order restraining the conduct complained of;
        
        (b) an order appointing a receiver or receiver-manager;
        
        (c) an order to regulate a corporation’s affairs by amending the articles or by-laws or creating or amending a unanimous shareholder agreement;
        
        (d) an order directing an issue or exchange of securities;
        
        (e) an order appointing directors in place of or in addition to all or any of the directors then in office;
        
        (f) an order directing a corporation, subject to subsection (6), or any other person, to purchase securities of a security holder;
        
        (g) an order directing a corporation, subject to subsection (6), or any other person, to pay a security holder any part of the monies that the security holder paid for securities;
        
        (h) an order varying or setting aside a transaction or contract to which a corporation is a party and compensating the corporation or any other party to the transaction or contract;
        
        (i) an order requiring a corporation, within a time specified by the court, to produce to the court or an interested person financial statements in the form required by section 155 or an accounting in such other form as the court may determine;
        
        (j) an order compensating an aggrieved person;
        
        (k) an order directing rectification of the registers or other records of a corporation under section 243;
        
        (l) an order liquidating and dissolving the corporation;
        
        (m) an order directing an investigation under Part XIX to be made; and
        
        (n) an order requiring the trial of any issue.
        
        (a) the directors shall forthwith comply with subsection 191(4); and
        
        (b) no other amendment to the articles or by-laws shall be made without the consent of the court, until a court otherwise orders.
        
        (a) the corporation is or would after that payment be unable to pay its liabilities as they become due; or
        
        (b) the realizable value of the corporation’s assets would thereby be less than the aggregate of its liabilities.
        
        R.S., 1985, c. C-44, s. 241
        
        2001, c. 14, ss. 117(F), 135(E)
        
        Marginal note: Evidence of shareholder approval not decisive
        
        242 (1) An application made or an action brought or intervened in under this Part shall not be stayed or dismissed by reason only that it is shown that an alleged breach of a right or duty owed to the corporation or its subsidiary has been or may be approved by the shareholders of such body corporate, but evidence of approval by the shareholders may be taken into account by the court in making an order under section 214, 240 or 241.
        
        Marginal note: Court approval to discontinue (2) An application made or an action brought or intervened in under this Part shall not be stayed, discontinued, settled or dismissed for want of prosecution or, in Quebec, failure to respect the agreement between the parties as to the conduct of the proceeding without the approval of the court given on any terms that the court thinks fit and, if the court determines that the interests of any complainant may be substantially affected by such stay, discontinuance, settlement, dismissal or failure, the court may order any party to the application or action to give notice to the complainant.
        
        Marginal note: No security for costs (3) A complainant is not required to give security for costs in any application made or action brought or intervened in under this Part.
        
        Marginal note: Interim costs (4) In an application made or an action brought or intervened in under this Part, the court may at any time order the corporation or its subsidiary to pay to the complainant interim costs, including legal fees and disbursements, but the complainant may be held accountable for such interim costs on final disposition of the application or action.
        
        R.S., 1985, c. C-44, s. 242
        
        2001, c. 14, s. 118(F)
        
        2011, c. 21, s. 69
        
        Marginal note: Application to court to rectify records
        
        243 (1) If the name of a person is alleged to be or to have been wrongly entered or retained in, or wrongly deleted or omitted from, the registers or other records of a corporation, the corporation, a security holder of the corporation or any aggrieved person may apply to a court for an order that the registers or records be rectified.
        
        Marginal note: Notice to Director (2) An applicant under this section shall give the Director notice of the application and the Director is entitled to appear and be heard in person or by counsel.
        
        Marginal note: Powers of court (3) In connection with an application under this section, the court may make any order it thinks fit including, without limiting the generality of the foregoing,
        
        (a) an order requiring the registers or other records of the corporation to be rectified;
        
        (b) an order restraining the corporation from calling or holding a meeting of shareholders or paying a dividend before such rectification;
        
        (c) an order determining the right of a party to the proceedings to have their name entered or retained in, or deleted or omitted from, the registers or records of the corporation, whether the issue arises between two or more security holders or alleged security holders, or between the corporation and any security holders or alleged security holders; and
        
        (d) an order compensating a party who has incurred a loss.
        
        R.S., 1985, c. C-44, s. 243
        
        2001, c. 14, s. 135(E)
        
        Marginal note: Application for directions
        
        244 The Director may apply to a court for directions in respect of any matter concerning the Director’s duties under this Act, and on such application the court may give such directions and make such further order as it thinks fit.
        
        R.S., 1985, c. C-44, s. 244
        
        2001, c. 14, s. 135(E)
        
        Marginal note: Notice of refusal by Director
        
        245 (1) If the Director refuses to file any articles or other document that this Act requires the Director to file before the articles or other document become effective, the Director shall, within twenty days after receiving them or twenty days after receiving any approval that may be required under any other Act, whichever is later, give written notice of the refusal to the person who sent the articles or document, giving reasons.
        
        Marginal note: Deemed refusal (2) If the Director does not file or give written notice of the refusal to file any articles or document within the time limited therefor in subsection (1), the Director is deemed for the purposes of section 246 to have refused to file the articles or document.
        
        R.S., 1985, c. C-44, s. 245
        
        2001, c. 14, s. 135(E)
        
        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.
        
        The Court may make any order it thinks fit.
        
        R.S., 1985, c. C-44, s. 246
        
        1999, c. 31, s. 65
        
        2001, c. 14, s. 119
        
        Marginal note: Restraining or compliance order
        
        247 If a corporation or any director, officer, employee, agent or mandatary, auditor, trustee, receiver, receiver-manager, sequestrator or liquidator of a corporation does not comply with this Act, the regulations, articles or by-laws, or a unanimous shareholder agreement, a complainant or a creditor of the corporation may, in addition to any other right they have, apply to a court for an order directing any such person to comply with, or restraining any such person from acting in breach of, any provisions of this Act, the regulations, articles or by-laws, or a unanimous shareholder agreement, and on such application the court may so order and make any further order it thinks fit.
        
        R.S., 1985, c. C-44, s. 247
        
        2001, c. 14, s. 135(E)
        
        2011, c. 21, s. 70(E)
        
        Marginal note: Summary application to court
        
        248 Where this Act states that a person may apply to a court, the application may be made in a summary manner by petition, originating notice of motion, or otherwise as the rules of the court provide, and subject to any order respecting notice to interested parties or costs, or any other order the court thinks fit.
        
        1974-75-76, c. 33, s. 241
        
        1978-79, c. 9, s. 1(F)
        
        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.
        
        R.S., 1985, c. C-44, s. 249
        
        2001, c. 14, s. 120
        
        Marginal note: Offences with respect to reports
        
        250 (1) A person who makes or assists in making a report, return, notice or other document required by this Act or the regulations to be sent to the Director or to any other person that
        
        (a) contains an untrue statement of a material fact, or
        
        (b) omits to state a material fact required therein or necessary to make a statement contained therein not misleading in the light of the circumstances in which it was made
        
        is guilty of an offence and liable on summary conviction to a fine not exceeding five thousand dollars or to imprisonment for a term not exceeding six months or to both.
        
        R.S., 1985, c. C-44, s. 250
        
        2001, c. 14, s. 135(E)
        
        2018, c. 27, s. 184
        
        Marginal note: Offence
        
        251 Every person who, without reasonable cause, contravenes a provision of this Act or the regulations for which no punishment is provided is guilty of an offence punishable on summary conviction.
        
        1974-75-76, c. 33, s. 244
        
        1978-79, c. 9, s. 1(F)
        
        Marginal note: Order to comply
        
        252 (1) Where a person is guilty of an offence under this Act or the regulations, any court in which proceedings in respect of the offence are taken may, in addition to any punishment it may impose, order that person to comply with the provisions of this Act or the regulations for the contravention of which the person has been convicted.
        
        Marginal note: Limitation period (2) A prosecution for an offence under this Act may be instituted at any time within but not later than two years after the time when the subject-matter of the complaint arose.
        
        Marginal note: Civil remedy not affected (3) No civil remedy for an act or omission is suspended or affected by reason that the act or omission is an offence under this Act.
        
        R.S., 1985, c. C-44, s. 252
        
        2001, c. 14, s. 135(E)
        
        PART XX.1 Documents in Electronic or Other Form
        
        Marginal note: Definitions
        
        252.1 The definitions in this section apply in this Part.
        
        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. ( document électronique )
        
        means a system used to generate, send, receive, store, or otherwise process an electronic document. ( système d’information )
        
        2001, c. 14, s. 121
        
        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.
        
        2001, c. 14, s. 121
        
        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.
        
        2001, c. 14, s. 121
        
        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.
        
        2001, c. 14, s. 121
        
        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.
        
        (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.
        
        2001, c. 14, s. 121
        
        2018, c. 8, s. 35(F)
        
        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.
        
        2001, c. 14, s. 121
        
        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.
        
        2001, c. 14, s. 121
        
        PART XXI General
        
        Marginal note: Notice to directors and shareholders
        
        253 (1) A notice or document required by this Act, the regulations, the articles or the by-laws to be sent to a shareholder or director of a corporation may be sent by prepaid mail addressed to, or may be delivered personally to,
        
        (a) the shareholder at the shareholder’s latest address as shown in the records of the corporation or its transfer agent; and
        
        (b) the director at the director’s latest address as shown in the records of the corporation or in the last notice filed under section 106 or 113.
        
        R.S., 1985, c. C-44, s. 253
        
        2001, c. 14, ss. 122, 135(E)
        
        Marginal note: Notice to and service on a corporation
        
        254 A notice or document required to be sent to or served on a corporation may be sent by registered mail to the registered office of the corporation shown in the last notice filed under section 19 and, if so sent, is deemed to be received or served at the time it would be delivered in the ordinary course of mail unless there are reasonable grounds for believing that the corporation did not receive the notice or document at that time or at all.
        
        1974-75-76, c. 33, s. 247
        
        1978-79, c. 9, ss. 1(F), 79
        
        Marginal note: Waiver of notice
        
        255 Where a notice or document is required by this Act or the regulations to be sent, the sending of the notice or document may be waived or the time for the notice or document may be waived or abridged at any time with the consent in writing of the person entitled thereto.
        
        1974-75-76, c. 33, s. 248
        
        1978-79, c. 9, ss. 1(F), 79
        
        Marginal note: Certificate of Director
        
        256 (1) Where this Act requires or authorizes the Director to issue a certificate or to certify any fact, the certificate shall be signed by the Director or by a Deputy Director authorized under section 260.
        
        Marginal note: Evidence (2) Except in a proceeding under section 213 to dissolve a corporation, a certificate referred to in subsection (1) or a certified copy thereof, when introduced as evidence in any civil, criminal or administrative action or proceeding, is conclusive proof of the facts so certified without proof of the signature or official character of the person appearing to have signed the certificate.
        
        1974-75-76, c. 33, s. 249
        
        1978-79, c. 9, s. 1(F)
        
        Marginal note: Certificate of corporation
        
        257 (1) A certificate issued on behalf of a corporation stating any fact that is set out in the articles, the by-laws, a unanimous shareholder agreement, the minutes of the meetings of the directors, a committee of directors or the shareholders, or in a trust indenture or other contract to which the corporation is a party, may be signed by a director, an officer or a transfer agent of the corporation.
        
        Marginal note: Proof (2) When introduced as evidence in any civil, criminal or administrative action or proceeding,
        
        (a) a fact stated in a certificate referred to in subsection (1),
        
        (b) a certified extract from a securities register of a corporation, or
        
        (c) a certified copy of minutes or extract from minutes of a meeting of shareholders, directors or a committee of directors of a corporation,
        
        is, in the absence of evidence to the contrary, proof of the facts so certified without proof of the signature or official character of the person appearing to have signed the certificate.
        
        R.S., 1985, c. C-44, s. 257
        
        2001, c. 14, s. 123(F)
        
        Marginal note: Copies
        
        258 Where a notice or document is required to be sent to the Director under this Act, the Director may accept a photostatic or photographic copy thereof.
        
        1974-75-76, c. 33, s. 251
        
        1978-79, c. 9, s. 1(F)
        
        Marginal note: Content and form of documents
        
        258.1 The Director may establish the requirements for the content and fix the form, including electronic or other forms, of notices, documents or other information sent to or issued by the Director under this Act and, in so doing, the Director may specify, among other things,
        
        (a) the notices, documents or other information that may be transmitted in electronic or other form;
        
        (b) the persons or classes of persons who may sign or transmit the notices, documents or other information;
        
        (c) the manner of signing, whether electronic or otherwise, or the actions that are to have the same effect as their signature; and
        
        (d) the time and circumstances when electronic notices, documents or other information are to be considered to be sent or received, and the place where they are considered to have been sent or received.
        
        (e) [Repealed, 2018, c. 8, s. 36]
        
        1994, c. 24, s. 26
        
        2001, c. 14, s. 124
        
        2018, c. 8, s. 36
        
        2023, c. 29, s. 8
        
        Marginal note: Exemption
        
        258.2 In the prescribed circumstances, the Director may, on any conditions that the Director considers appropriate, exempt from the application of any provision of this Act requiring notices or documents to be sent to the Director any notices or documents or classes of notices or documents containing information similar to that contained in notices or documents required to be made public pursuant to any other Act of Parliament or to any Act of the legislature of a province as the Director specifies.
        
        1994, c. 24, s. 26
        
        2001, c. 14, s. 124
        
        Marginal note: Proof required by Director
        
        259 (1) The Director may require that a document or a fact stated in a document or in any information required by this Act or the regulations to be sent to the Director shall be verified in accordance with subsection (2).
        
        Marginal note: Form of proof (2) A document or fact required by this Act or by the Director to be verified may be verified by affidavit or by statutory declaration under the Canada Evidence Act before any commissioner for oaths or for taking affidavits.
        
        R.S., 1985, c. C-44, s. 259
        
        2001, c. 14, s. 135(E)
        
        2023, c. 29, s. 9
        
        Marginal note: Appointment of Director
        
        260 The Minister may appoint a Director and one or more Deputy Directors to carry out the duties and exercise the powers of the Director under this Act.
        
        1974-75-76, c. 33, s. 253
        
        1978-79, c. 9, s. 1(F)
        
        Marginal note: Regulations
        
        261 (1) The Governor in Council may make regulations
        
        (a) providing for anything that by this Act is to be prescribed or provided for by the regulations;
        
        (a.1) defining anything that, by this Act, is to be defined by regulation;
        
        (a.2) prescribing what constitutes
        
        (i) for the purposes of paragraph 2.1(1)(b), direct influence, indirect influence or control in fact, and
        
        (ii) for the purposes of paragraph 21.31(3)(c), direct influence or indirect influence;
        
        R.S., 1985, c. C-44, s. 261
        
        1994, c. 24, s. 27
        
        2001, c. 14, s. 125
        
        2018, c. 8, s. 38
        
        2018, c. 27, s. 185
        
        2023, c. 29, s. 10
        
        Marginal note: Payment of fees
        
        261.1 A fee in respect of the receipt or copying of any document or other information shall be paid to the Director when it is received or copied, and a fee in respect of the examination, filing or issuance of any document or other information or in respect of any action that the Director is required or authorized to take shall be paid to the Director before the document or other information is examined, filed or issued or the action is taken.
        
        2001, c. 14, s. 126
        
        2018, c. 8, s. 39
        
        2023, c. 29, s. 11
        
        Marginal note: Definition of
        
        262 (1) In this section, means a statement of intent to dissolve and a statement of revocation of intent to dissolve referred to in section 211.
        
        Marginal note: Sending of articles and statements (2) If this Act requires that articles or a statement relating to a corporation be sent to the Director, on receiving the articles or statement in the form that the Director fixes, any other required documents and the required fees, the Director shall
        
        (a) record the date of receipt;
        
        (b) issue the appropriate certificate;
        
        (c) send the certificate, or a copy, image or photographic, electronic or other reproduction of the certificate, to the corporation or its agent or mandatary; and
        
        (d) publish a notice of the issuance of the certificate in a publication generally available to the public.
        
        R.S., 1985, c. C-44, s. 262
        
        1994, c. 24, s. 28
        
        2001, c. 14, ss. 127, 135(E)
        
        2011, c. 21, s. 71(E)
        
        2018, c. 8, s. 40
        
        Marginal note: Signature
        
        262.1 (1) A signature required on a certificate issued by the Director under this Act may be printed or otherwise mechanically reproduced on the certificate or may be in accordance with the regulations made under paragraph 261(1)(c.1).
        
        (2) [Repealed, 2018, c. 8, s. 41]
        
        Marginal note: Execution of documents (3) Any articles, notice, resolution, requisition, statement or other document required or permitted to be executed or signed by more than one individual for the purposes of this Act may be executed or signed in several documents of like form, each of which is executed or signed by one or more of the individuals. The documents, when duly executed or signed by all individuals required or permitted, as the case may be, to do so, shall be deemed to constitute one document for the purposes of this Act.
        
        1994, c. 24, s. 29
        
        2001, c. 14, s. 128
        
        2018, c. 8, s. 41
        
        Marginal note: Publication
        
        262.2 The Director must publish, in a publication generally available to the public, a notice of any decision made by the Director granting an application made under subsection 2(6), 10(2), 21.303(3), 82(3) or 151(1), section 156 or subsection 171(2) or 187(11).
        
        2018, c. 8, s. 42
        
        2023, c. 29, s. 12
        
        Marginal note: Annual return
        
        263 Every corporation shall send to the Director an annual return in the form and within the period that the Director fixes.
        
        R.S., 1985, c. C-44, s. 263
        
        2001, c. 14, s. 129
        
        2018, c. 8, s. 42
        
        Marginal note: Certificate
        
        263.1 (1) The Director may provide any person with a certificate stating that a corporation
        
        (a) has sent to the Director a document or other information required to be sent under this Act;
        
        (b) has paid all required fees; or
        
        (c) exists as of a certain date.
        
        2001, c. 14, s. 129
        
        2023, c. 29, s. 13
        
        Marginal note: Alteration
        
        264 The Director may alter a notice or document, other than an affidavit or statutory declaration, if authorized by the person who sent the document or by that person’s representative.
        
        R.S., 1985, c. C-44, s. 264
        
        2001, c. 14, s. 135(E)
        
        Marginal note: Corrections at request of Director
        
        265 (1) If there is an error in articles, a notice, a certificate or other document, the directors or shareholders of the corporation shall, on the request of the Director, pass the resolutions and send to the Director the documents required to comply with this Act, and take such other steps as the Director may reasonably require so that the Director may correct the document.
        
        Marginal note: No prejudice (2) Before proceeding under subsection (1), the Director must be satisfied that the correction would not prejudice any of the shareholders or creditors of the corporation.
        
        Marginal note: Corrections at the request of the corporation (3) The Director may, at the request of the corporation or of any other interested person, accept a correction to any of the documents referred to in subsection (1) if
        
        (a) the correction is approved by the directors of the corporation, unless the error is obvious or was made by the Director; and
        
        (b) the Director is satisfied that the correction would not prejudice any of the shareholders or creditors of the corporation and that the correction reflects the original intention of the corporation or the incorporators, as the case may be.
        
        (a) the correction is made with respect to the date of the document, in which case the document shall bear the corrected date; or
        
        (b) the court decides otherwise.
        
        R.S., 1985, c. C-44, s. 265
        
        2001, c. 14, s. 130
        
        2018, c. 8, s. 43(F)
        
        Marginal note: Cancellation of articles by Director
        
        265.1 (1) In the prescribed circumstances, the Director may cancel the articles and related certificate of a corporation.
        
        Marginal note: No prejudice (2) Before proceeding under subsection (1), the Director must be satisfied that the cancellation would not prejudice any of the shareholders or creditors of the corporation.
        
        Marginal note: Request to Director to cancel articles (3) In the prescribed circumstances, the Director may, at the request of a corporation or of any other interested person, cancel the articles and related certificate of the corporation if
        
        (a) the cancellation is approved by the directors of the corporation; and
        
        (b) the Director is satisfied that the cancellation would not prejudice any of the shareholders or creditors of the corporation and that the cancellation reflects the original intention of the corporation or the incorporators, as the case may be.
        
        2001, c. 14, s. 130
        
        Marginal note: Examination
        
        266 (1) A person who has paid the required fee is entitled during usual business hours to examine and make copies of or take extracts from a document or other information — except any information sent under section 21.21, an application referred to in subsection 21.303(3) and any related document and a report sent to the Director under subsection 230(2) — that is required to be sent to the Director under this Act or that was required to be sent to a person performing a similar function under prior legislation.
        
        Marginal note: Copies or extracts (2) The Director shall, on request, provide any person with a copy, extract, certified copy or certified extract of a document that may be examined under subsection (1).
        
        R.S., 1985, c. C-44, s. 266
        
        2001, c. 14, s. 130
        
        2018, c. 8, s. 44
        
        2022, c. 10, s. 433
        
        2023, c. 29, s. 14
        
        2023, c. 29, s. 20
        
        Marginal note: Information not to be made available
        
        266.1 (1) The Director shall not make available any information that could reasonably be expected to reveal the identity of a person who, on their own initiative, provides information relating to the commission or potential commission of a wrongdoing, or any information provided by the person in relation to the commission or potential commission, unless the person providing the information consents to its being made available.
        
        Marginal note: Exception — investigations (2) Despite subsection (1), the Director may provide information referred to in that subsection to an investigative body referred to in subsection 21.31(2), the Financial Transactions and Reports Analysis Centre of Canada or any prescribed entity.
        
        Marginal note: Definition of (3) In this section, includes
        
        (a) a contravention of any provision of this Act or the regulations;
        
        (b) the formation of a corporation for a fraudulent or unlawful purpose; or
        
        (c) any fraudulent or dishonest actions of persons concerned with the formation, business or affairs of a corporation.
        
        Marginal note: Director’s obligation to keep documents
        
        267 (1) Documents that are received and accepted by the Director under this Act or that were received and accepted by a person performing a similar function under prior legislation shall be kept by the Director, in any form.
        
        Marginal note: Obligation to furnish (2) If documents are kept by the Director otherwise than in written form,
        
        (a) the Director shall furnish any copy required to be furnished under subsection 266(2) in intelligible form; and
        
        (b) a report reproduced from those documents, if it is certified by the Director, is admissible in evidence to the same extent as the original documents would have been.
        
        R.S., 1985, c. C-44, s. 267
        
        1994, c. 24, s. 30
        
        2001, c. 14, s. 131
        
        2018, c. 8, s. 45
        
        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.
        
        1994, c. 24, s. 31
        
        2001, c. 14, s. 132
        
        2018, c. 8, s. 46(F)
        
        Marginal note: Definition of
        
        268 (1) In this section, includes
        
        (a) an act of incorporation and any amendments thereto; and
        
        (b) letters patent of incorporation and any letters patent supplementary thereto.
        
        (a) by special resolution, authorize the directors of the body corporate to apply under section 187 for a certificate of continuance; and
        
        (b) by the same resolution, make any amendment to the charter of the body corporate that a corporation incorporated under this Act may make to its articles.
        
        (a) by special resolution, authorize the directors of the body corporate to apply under section 187 for a certificate of continuance; and
        
        (b) by the same resolution, make any amendment to the charter of the body corporate that a corporation incorporated under this Act may make to its articles.
        
        (a) the charter of the body corporate otherwise provides in respect of an amendment of the nature referred to in paragraph 176(1)(a), (b) or (e); or
        
        (b) the holders of the class or series of shares approve the change in accordance with section 176.
        
        (a) a bank;
        
        (a.1) an association to which the Cooperative Credit Associations Act applies;
        
        (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.
        
        R.S., 1985, c. C-44, s. 268
        
        1991, c. 45, s. 556, c. 46, s. 597, c. 47, s. 724
        
        1992, c. 1, ss. 142, 160(F)
        
        1994, c. 24, s. 32
        
        1996, c. 10, s. 213
        
        2001, c. 14, s. 133
        
        2007, c. 6, s. 401
        
        2009, c. 23, ss. 311, 345, 346
        
        SCHEDULE (Subsections 21.31(2), (3) and (6)) Offences
        
        1 An offence under any of the following provisions of the Criminal Code :
        
        (a) subsection 57(1) (forgery of or uttering forged passport);
        
        (b) subsection 74(1) (piracy by law of nations);
        
        (c) section 75 (piratical acts);
        
        (d) section 83.02 (providing or collecting property for certain activities);
        
        (e) subsections 83.03(1) and (2) (providing, making available, etc., property or services for terrorist purposes and providing, making available, etc., property or services — use by terrorist group);
        
        (f) section 83.04 (using or possessing property for terrorist purposes);
        
        (g) section 83.12 (freezing of property, disclosure or audit);
        
        (h) subsection 83.18(1) (participation in activity of terrorist group);
        
        (i) section 83.181 (leaving Canada to participate in activity of terrorist group);
        
        (j) subsection 83.19(1) (facilitating terrorist activity);
        
        (k) section 83.191 (leaving Canada to facilitate terrorist activity);
        
        (l) section 83.2 (commission of offence for terrorist group);
        
        (m) section 83.201 (leaving Canada to commit offence for terrorist group);
        
        (n) section 83.202 (leaving Canada to commit offence that is terrorist activity);
        
        (o) subsection 83.21(1) (instructing to carry out activity for terrorist group);
        
        (p) subsection 83.22(1) (instructing to carry out terrorist activity);
        
        (q) subsection 83.221(1) (advocating or promoting commission of terrorism offences);
        
        (r) subsections 83.23(1) and (2) (concealing person who carried out terrorist activity and concealing person who is likely to carry out terrorist activity);
        
        (s) subsections 83.231(1), (3) and (4) (hoax — terrorist activity, causing bodily harm and causing death);
        
        (t) subsection 99(1) (weapons trafficking);
        
        (u) subsection 100(1) (possession for purpose of weapons trafficking);
        
        (v) subsection 101(1) (transfer without authority);
        
        (w) subsection 103(1) (importing or exporting knowing it is unauthorized);
        
        (x) subsection 104(1) (unauthorized importing or exporting);
        
        (y) subsection 119(1) (bribery of judicial officers, etc.);
        
        (z) section 120 (bribery of officers);
        
        (z.001) subsections 121(1) and (2) (frauds on the government and contractor subscribing to election fund);
        
        (z.002) subsection 121.1(1) (selling, etc., of tobacco products and raw leaf tobacco);
        
        (z.003) section 122 (breach of trust by public officer);
        
        (z.004) subsection 123(1) (municipal corruption);
        
        (z.005) section 124 (selling or purchasing office);
        
        (z.006) section 125 (influencing or negotiating appointments or dealing in offices);
        
        (z.007) subsection 235(1) (murder);
        
        (z.008) section 236 (manslaughter);
        
        (z.009) subsection 239(1) (attempt to commit murder);
        
        (z.01) section 240 (accessory after fact to murder);
        
        (z.011) subsection 264.1(1) (uttering threats);
        
        (z.012) section 266 (assault);
        
        (z.013) section 267 (assault with a weapon or causing bodily harm);
        
        (z.014) subsection 268(1) (aggravated assault);
        
        (z.015) section 269 (unlawfully causing bodily harm);
        
        (z.016) subsection 269.1(1) (torture);
        
        (z.017) subsection 270(1) (assaulting a peace officer);
        
        (z.018) subsection 270.01(1) (assaulting peace officer with weapon or causing bodily harm);
        
        (z.019) section 270.02 (aggravated assault of peace officer);
        
        (z.02) subsection 270.1(1) (disarming a peace officer);
        
        (z.021) section 271 (sexual assault);
        
        (z.022) subsection 272(1) (sexual assault with a weapon, threats to a third party or causing bodily harm);
        
        (z.023) subsection 273(1) (aggravated sexual assault);
        
        (z.024) subsection 279(1) (kidnapping);
        
        (z.025) subsection 279.01(1) (trafficking in persons);
        
        (z.026) subsection 279.011(1) (trafficking of a person under 18 years);
        
        (z.027) subsections 279.02(1) and (2) (material benefit — trafficking of a person);
        
        (z.028) subsections 279.03 (1) and (2) (withholding or destroying documents — trafficking of a person);
        
        (z.029) subsections 279.1(1) and (2) (hostage taking);
        
        (z.03) subsection 280(1) (abduction of person under 16 years);
        
        (z.031) section 281 (abduction of person under 14 years);
        
        (z.032) subsections 286.2(1) and (2) (material benefit from sexual services);
        
        (z.033) subsections 286.3(1) and (2) (procuring);
        
        (z.034) subsection 322(1) (theft);
        
        (z.035) section 324 (theft by bailee of things under seizure);
        
        (z.036) subsection 326(1) (theft of telecommunication service);
        
        (z.037) subsection 327(1) (possession of device to obtain use of telecommunication facility or telecommunication service);
        
        (z.038) subsection 330(1) (theft by person required to account);
        
        (z.039) section 331 (theft by person holding power of attorney);
        
        (z.04) subsection 332(1) (misappropriation of money held under direction);
        
        (z.041) subsection 333.1(1) (motor vehicle theft);
        
        (z.042) subsection 335(1) (taking motor vehicle or vessel or found therein without consent);
        
        (z.043) section 336 (criminal breach of trust);
        
        (z.044) subsections 338(1) and (2) (fraudulently taking cattle or defacing brand and theft of cattle);
        
        (z.045) subsection 339(1) (taking possession, etc., of drift timber);
        
        (z.046) section 340 (destroying documents of title);
        
        (z.047) section 341 (fraudulent concealment);
        
        (z.048) subsections 342(1) and (3) (theft, forgery, etc., of credit card and unauthorized use of credit card data);
        
        (z.049) subsection 342.1(1) (unauthorized use of computer);
        
        (z.05) section 343 (robbery);
        
        (z.051) subsections 346(1) and (1.1) (extortion);
        
        (z.052) subsection 354(1) (possession of property obtained by crime);
        
        (z.053) section 355.2 (trafficking in property obtained by crime);
        
        (z.054) section 355.4 (possession of property obtained by crime — trafficking);
        
        (z.055) section 369 (exchequer bill paper, public seals, etc.);
        
        (z.056) subsections 372(1), (2) and (3) (false information, indecent communications and harassing communications);
        
        (z.057) section 374 (drawing document without authority, etc.);
        
        (z.058) section 375 (obtaining, etc., by instrument based on forged document);
        
        (z.059) subsections 376(1) and (2) (counterfeiting stamp, etc. and counterfeiting mark);
        
        (z.06) subsection 377(1) (damaging documents);
        
        (z.061) section 378 (offences in relation to registers);
        
        (z.062) subsections 380(1) and (2) (fraud and affecting public market);
        
        (z.063) section 381 (using mails to defraud);
        
        (z.064) section 382 (fraudulent manipulation of stock exchange transactions);
        
        (z.065) subsections 382.1(1) and (2) (prohibited insider trading and tipping);
        
        (z.066) subsection 385(1) (fraudulent concealment of title documents);
        
        (z.067) section 386 (fraudulent registration of title);
        
        (z.068) section 387 (fraudulent sale of real property);
        
        (z.069) section 388 (misleading receipt);
        
        (z.07) subsection 389(1) (fraudulent disposal of goods on which money advanced);
        
        (z.071) section 390 (fraudulent receipts under Bank Act );
        
        (z.072) section 392 (disposal of property to defraud creditors);
        
        (z.073) subsections 393(1), (2), and (3) (fraud in relation to fares, etc. and fraudulently obtaining transportation);
        
        (z.074) subsection 394(5) (fraud in relation to valuable mineral, sale of valuable minerals and purchase of valuable minerals);
        
        (z.075) subsection 396(1) (offences in relation to mines);
        
        (z.076) section 406 (forging trade-mark);
        
        (z.077) section 407 (forging trade-mark with intent to deceive or defraud);
        
        (z.078) section 408 (passing off);
        
        (z.079) subsection 409(1) (instruments for forging trade-mark);
        
        (z.08) section 410 (other offences in relation to trade-marks);
        
        (z.081) section 411 (used goods sold without disclosure);
        
        (z.082) subsections 426(1) and (2) (secret commissions);
        
        (z.083) section 449 (make counterfeit money);
        
        (z.084) section 450 (possession, etc., of counterfeit money);
        
        (z.085) section 451 (having clippings, etc.);
        
        (z.086) section 452 (uttering, etc., counterfeit money);
        
        (z.087) section 453 (uttering coin);
        
        (z.088) section 454 (slugs and tokens);
        
        (z.089) section 455 (clipping and uttering clipped coin);
        
        (z.09) section 456 (defacing current coins);
        
        (z.091) subsection 457(3) (likeness of bank-notes);
        
        (z.092) section 458 (making, having or dealing in instruments for counterfeiting);
        
        (z.093) section 459 (conveying instruments for coining out of mint);
        
        (z.094) subsection 460(1) (advertising and dealing in counterfeit money, etc.);
        
        (z.095) subsection 462.31(1) (laundering proceeds of crime);
        
        (z.096) subsection 467.11(1) (participation in activities of criminal organization);
        
        (z.097) section 467.111 (recruitment of members by a criminal organization);
        
        (z.098) subsection 467.12(1) (commission of offence for criminal organization);
        
        (z.099) subsection 467.13(1) (instructing commission of offence for criminal organization).
        
        (a) subsection 160(1), in respect of the contravention of any of sections 153, 155, 156, 159 and 159.1;
        
        (b) section 160.1, in respect of the contravention of section 153.1;
        
        (c) section 161, in respect of the contravention of section 154 or 157.
        
        (a) subsections 5(1) and (2) (trafficking in substance and possession for purpose of trafficking);
        
        (b) subsections 6(1) and (2) (importing and exporting and possession for the purpose of exporting);
        
        (c) subsection 7(2) (production of substance).
        
        (a) subsection 3(1) (bribing a foreign public official);
        
        (b) subsection 4(1) (accounting);
        
        (c) subsection 5(1) (offence committed outside Canada).
        
        (a) subsection 272(1); (contravention by persons of certain provisions);
        
        (b) subsection 272.1(1); (contravention by persons of certain provisions);
        
        (c) subsection 272.2 (1) (failure to comply with designated regulations);
        
        (d) subsections 272.4(1), (2) and (3); (contravention by ships of certain provisions);
        
        (e) subsections 272.5(1), (2) and (3); (contravention by ships of certain provisions);
        
        (f) subsections 274(1) and (2) (damage to environment and risk of death or harm to persons and criminal negligence).
        
        (a) subsections 117(2) and (3) (organizing entry into Canada);
        
        (b) subsection 118(1) (trafficking in persons);
        
        (c) section 119 (disembarking persons at sea).
        
        (a) subsections 9(1) and (2) (distribution and possession for purpose of distributing);
        
        (b) subsections 10(1) and (2) (selling and possession for purpose of selling);
        
        (c) subsections 11(1) and (2) (importing and exporting and possession for purpose of exporting);
        
        (d) subsections 12(1), (4), (5), (6) and (7) (production, cultivation, propagation and harvesting);
        
        (e) subsection 13(1) (possession, etc., for use in production or distribution of illicit cannabis);
        
        (f) subsection 14(1) (use of young person).
        
        2019, c 29, s. 101
        
        2023, c. 14, s. 3

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

PART I Interpretation and Application

Interpretation

Application

Purposes of Act

PART II Incorporation

PART III Capacity and Powers

PART IV Registered Office and Records

PART V Corporate Finance

PART VI Sale of Constrained Shares

PART VII Security Certificates, Registers and Transfers

Interpretation and General

Issue — Issuer

Purchase

Registration

PART VIII Trust Indentures

PART IX Receivers, Receiver-managers and Sequestrators

PART X Directors and Officers

PART XI Insider Trading

PART XII Shareholders

PART XIII Proxies

PART XIV Financial Disclosure

PART XIV.1 Disclosure Relating to Diversity

PART XV Fundamental Changes

PART XVI Going-private Transactions and Squeeze-out Transactions

PART XVII Compulsory and Compelled Acquisitions

PART XVIII Liquidation and Dissolution

PART XIX Investigation

PART XIX.1 Apportioning Award of Damages

Interpretation and Application

Apportionment of Damages

Joint and Several, or Solidary, Liability

PART XX Remedies, Offences and Punishment

PART XX.1 Documents in Electronic or Other Form

PART XXI General

SCHEDULE (Subsections 21.31(2), (3) and (6)) Offences