Exemption from the filing of certain documents (single filing exemption) – Canada Business Corporations Act

Proxy materials and financial statements must be filed with Corporations Canada under sections 150 and 160 of the Canada Business Corporations Act (CBCA). Based on section 258.2 the Director appointed under the CBCA issues the exemption below concerning the sending of notices and documents, also known as the single filing exemption. It waives the requirement to file certain documents with Corporations Canada if documents containing similar information have been filed with any of the participating provincial and territorial securities commission.

It is the corporation’s responsibility to determine that the filing they make with another regulatory body contains similar information to that required by the CBCA. If a CBCA corporation relies on this exemption, it does not need to seek Corporations Canada’s approval nor notify Corporations Canada that it is relying on this single filing exemption.

This version of the exemption updates the references to the provincial and territorial securities statutes and adds the Securities Act (Nunavut) because Nunavut has now adopted the usual securities commission continuous disclosure rules.

Exemption from sending of notices and documents

  1. A person who is required to send a notice or document set out in column I of an item of Part A of the schedule by the provision of the Canada Business Corporations Act set out in column II of that item is exempt from the application of that provision where:
    1. the person is required by any provincial legislation set out in Part B of the schedule to file a notice or document containing information that is similar to the information contained in the notice or document set out in column I of that item of Part A of the schedule;
    2. the notice or document has been filed in accordance with the provincial legislation set out in Part B of the schedule; and
    3. the notice and document is made available to the public.

Schedule

(Section 1)

Notices and documents exempted under section 258.2 of the Canada Business Corporations Act (CBCA)

Part A

Notices, Documents and Provisions
Item Column I
Notice or Document
Column II
CBCA Provision
1. Proxy material section 150
2. Financial statements section 160

Part B

Provincial Legislation

Securities Act, R.S.O. 1990, c. S.5 (Ontario)

Securities Act, R.S.Q., c. V-1.1 (Quebec)

Securities Act, R.S.N.S. 1989, c. 418 (Nova Scotia)

Security Act, S.N.B. 2004, c. S-5.5 (New Brunswick)

The Securities Act, C.C.S.M., c. S50 (Manitoba)

The Securities Act, R.S.B.C. 1996, c. 418 (British Columbia)

Securities Act, R.S.P.E.I. 1988, c. S-3.1 (Prince Edward Island)

The Securities Act, 1988, S.S. 1988-89, c. S-42.2 (Saskatchewan)

Securities Act, R.S.A. 2000, c. S-4 (Alberta)

Securities Act, R.S.N.L. 1990, c. S-13 (Newfoundland and Labrador)

Securities Act, S.Y. 2007, c. 16 (Yukon)

Securities Act, S.N.W.T. 2008, c. 10 (Northwest Territories)

Securities Act, S.Nu. 2008, c. 12 (Nunavut)

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