Part 15 Fundamental Changes (clauses 83-89)

A number of consequential amendments required as a result of amendments to other parts of the Act are included in this Part. In addition, several minor technical amendments, amendments to the French version and amendments designed to clarify and facilitate the efficient operation and administration of the statute are included.

Briefing Book
An Act to amend the Canada Business Corporations Act and the Canada Cooperatives Act

Bill Clause No. 83
CBCA Section No. 173(1)(b) and (c)
Topic : Fundamental Changes (Technical Amendments)

Sources of Proposed Law

Changes From Present Law 
Amend par. 173(1)(b) to provide for amendment to the articles where there is a change in the province in which the corporation's registered office is located.

Amend par. 173(1)(c) by replacing, in the French version, the word "apporter" by "ajouter".

Purpose of Change 
See explanation: clause 9.
This technical change clarifies the wording and application of the Act.

Similar Provincial Laws 

Current Wording
173. (1) Subject to sections 176 and 177, the articles of a corporation may by special resolution be amended to

…

(b) change the place in which its registered office is situated;

c ) d'apporter, de modifier ou de supprimer toute restriction quant à ses activités commerciales;

Proposed Wording 
173. (1)( b ) change the province in which its registered office is situated;

(c ) d'"ajouter", de modifier ou de supprimer toute restriction quant à ses activités commerciales;

Bill Clause No. 84
CBCA Section No. 174(1) and (1)(d)
Topic : Fundamental Changes: (Technical Amendments)

Sources of Proposed Law 

Changes From Present Law 
(A) The reference in the portion of subsection 174(1) before paragraph (a) is update to refer to "distributing" corporation.

(B) Specific references to sections of the Trust and Loan Companies Act (s. 379) and the Insurance Companies Act (s. 411) are removed.

Purpose of Change 
(A) The proposed amendment in subs. 174(1) reflects the new definition of "distributing corporation" found in subsection 2(1).

(B) Removing the specific references to the Trust and Loan Companies Act and the Insurance Companies Act and allowing them to be prescribed by regulation allows for easier amendment should the specific section numbers of those acts change and also eases the addition or removal of specified acts as required.

Similar Provincial Laws 

Current Wording 
174. (1) Subject to sections 176 and 177, a corporation any of the issued shares of which are or were part of a distribution to the public and remain outstanding and are held by more than one person may by special resolution amend its articles in accordance with the regulations to constrain

(1)(d) the issue, transfer or ownership of shares of any class or series in order to assist the corporation to comply with

(i) section 379 of the Trust and Loan Companies Act , or

(ii) section 411 of the Insurance Companies Act ; or

Proposed Wording 
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

(1)( d ) the issue, transfer or ownership of shares of any class or series in order to assist the corporation to comply with any prescribed law.

Bill Clause No. 85
CBCA Section No. 177(1)
Topic : Fundamental Changes (Government Administration)

Sources of Proposed Law 

Changes From Present Law 

The words "prescribed form" would be replaced with "in the form that the Director fixes".

Purpose of Change 
See explanation: clause 3.

Similar Provincial Laws 

Current Wording 
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 prescribed form shall be sent to the Director.

Proposed Wording 
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.

Bill Clause No. 86
CBCA Section No. 180(1) and (2)
Topic : Fundamental Changes (Government Administration)

Sources of Proposed Law 

Changes From Present Law 
(A) Remove the words "as amended" in subsection (1).

(B) The words "prescribed form" in subsection (2) would be replaced with "in the form that the Director fixes".

Purpose of Change 
(A) Subsection (1): This amendment clarifies the wording of the Act by removing words that had indicated that the subsection required articles to be amended before they are restated.

(B) Subsection (2): See explanation: clause 3.

Similar Provincial Laws 

Current Wording 
180. (1) The directors may at any time, and shall when reasonably so directed by the Director, restate the articles of incorporation as amended.

(2) Restated articles of incorporation in prescribed form shall be sent to the Director.

Proposed Wording 
180. (1) The directors may at any time, and shall when reasonably so directed by the Director, restate the articles of incorporation.

(2) Restated articles of incorporation in the form that the Director fixes shall be sent to the Director.

Bill Clause No. 87
CBCA Section No. 183(3) and (4)
Topic : Fundamental Changes (Technical Amendments)

Sources of Proposed Law 

Changes From Present Law 
Addition of the word "agreement" after the word "amalgamation" in the English version and a corresponding amendment to the French version (subs. 183(3)).

The words "in respect of an amalgamation" are replaced with "in respect of the amalgamation agreement", and the word "an" with "each" before "amalgamating corporation" in the English version.

Addition of the words "de chaque société fusionnante" after the word "série" in the French version.

Purpose of Change 
These technical changes clarify the wording and application of the Act and ensure that the English and French versions have the same interpretation.

Similar Provincial Laws 

Current Wording 
183. (3) Each share of an amalgamating corporation carries the right to vote in respect of an amalgamation whether or not it otherwise carries the right to vote.

(4) The holders of shares of a class or series of shares of an amalgamating corporation are entitled to vote separately as a class or series in respect of an amalgamation if the amalgamation agreement contains a provision that, if contained in a proposed amendment to the articles, would entitle such holders to vote as a class or series under section 176.

(3) Chaque action des sociétés fusionnantes, assortie ou non du droit de vote, emporte droit de vote quant à la fusion.

(4) Les détenteurs d'actions d'une catégorie ou d'une série sont habiles à voter séparément sur la convention de fusion si celle-ci contient une clause qui, dans une proposition de modification des statuts, leur aurait conféré ce droit en vertu de l'article 176.

Proposed Wording 
183. (3) Each share of an amalgamating corporation carries the right to vote in respect of an amalgamation agreement whether or not it otherwise carries the right to vote.

(4) The holders of shares of a class or series of shares of each amalgamating corporation are entitled to vote separately as a class or series in respect of an amalgamation agreement if the amalgamation agreement contains a provision that, if contained in a proposed amendment to the articles, would entitle such holders to vote as a class or series under section 176.

183. (3) Chaque action des sociétés fusionnantes, assortie ou non du droit de vote, comporte un droit de vote quant à la convention de fusion.

(4) Les détenteurs d'actions d'une catégorie ou d'une série de chaque société fusionnante sont habiles à voter séparément au sujet de la convention de fusion si celle-ci contient une clause qui, dans une proposition de modification des statuts, leur aurait conféré ce droit en vertu de l'article 176.

Bill Clause No. 88
CBCA Section No. 184(1)(b)(ii) and (2)(b)(ii)
Topic : Fundamental Changes (Technical Amendments)

Sources of Proposed Law 

Changes From Present Law 
Amend clauses 184(1)(b)(ii) and (2)(b)(ii) by replacing "articles of incorporation" with "articles".

Purpose of Change 
The purpose of the change is to clarify the wording of the CBCA. The use of phrase "articles of incorporation" is limiting. The phrase does not include amended articles or articles of a previous amalgamation. The intent of the provision is to refer to "articles" in its broad sense, as it is defined in s. 2 of the CBCA. This amendment would broaden the wording of the CBCA.

Similar Provincial Laws 

Current Wording 
184. (1)(b)(ii) except as may be prescribed, the articles of amalgamation shall be the same as the articles of incorporation of the amalgamating holding corporation, and

(2)(b)(ii) except as may be prescribed, the articles of amalgamation shall be the same as the articles of incorporation of the amalgamating subsidiary corporation whose shares are not cancelled, and

Proposed Wording
184. (1)(b)(ii) except as may be prescribed, the articles of amalgamation shall be the same as the articles of the amalgamating holding corporation, and

(2)(b)(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

Bill Clause No. 89
CBCA Section No. 185(1)
Topic  Fundamental Changes (Government Administration)

Sources of Proposed Law 

Changes From Present Law 
The Director would be allowed to set the form of the articles of amalgamation.

Purpose of Change 
See explanation: clause 3.

Similar Provincial Laws 

Current Wording 
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 prescribed form shall be sent to the Director together with the documents required by sections 19 and 106.

Proposed Wording 
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.