Part 21 General (clauses 122-127)

The correction provisions would be expanded to enable corporations or other interested persons to request a correction to articles, certificates or other documents. The Director would be permitted to correct the document provided no shareholders or creditors of the corporation are prejudiced. A new provision is included enabling the Director or any interested party to apply to the court for a correction order in the event the applicant is of the view that a correction would be prejudicial to a shareholder or creditor (s. 265). Similarly, a new cancellation provision would allow the Director to cancel the articles and related certificate of a corporation (s. 265.1).

The following amendments would also be made:

The Director would be permitted to establish the requirements for the content and fix the form of notices and documents sent to or issued by the Director pursuant to the Act (s. 258.1).

The regulation making power would be broadened to reflect amendments made elsewhere in the statute (s. 261).

A new provision would be added requiring that the requisite fee must be paid before the Director performs the service requested (s. 261.1).

The number of people authorized to sign forms 3, 6 and 22 would be expanded to those with authority and knowledge of the corporation. The execution of a document by several persons in several documents of like form would be permitted (s. 262.1(2) and (3)).

The Director would be permitted to refuse to issue a certificate of existence if the Director has knowledge that the corporation has not sent a document required to be sent under the Act or has not paid a required fee (s. 263.1(2)).

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

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

Bill Clause No.122
CBCA Section No. 253(4)
Topic General (Shareholder Communications)

Sources of Proposed Law 

Changes From Present Law 
Amend s. 253(4) to require that if a notice or document is returned to the corporation twice, the corporation is not required to send further notices and documents to the shareholder until the shareholder informs the corporation in writing of his/her new address.

Purpose of Change 
Section 253 addresses the issue of how to give notice to directors and shareholders. In s. 253(4) a corporation is relieved of the obligation to send further notices or documents to a shareholder if a notice or document, sent in accordance with s. 253, is returned to the corporation three times because the shareholder cannot be found.

It seems unnecessary to require a corporation to mail the same document three times to the same address and to keep the necessary records of returned mail over a substantial period of time.

By reducing the number of returned mailings to two, the proposed change would lighten the administrative burden and lessen the costs faced by corporations. Two returns lessens the risk of human error being responsible for misdelivery.

Similar Provincial Laws

Current Wording 
253. (4) If a corporation sends a notice or document to a shareholder in accordance with subsection (1) and the notice or document is returned on three consecutive occasions because the shareholder cannot be found, the corporation is not required to send any further notices or documents to the shareholder until he informs the corporation in writing of his new address.

Proposed Wording 
253. (4) If a corporation sends a notice or document to a shareholder in accordance with subsection (1) and the notice or document is returned on two consecutive occasions because the shareholder cannot be found, the corporation is not required to send any further notices or documents to the shareholder until the shareholder informs the corporation in writing of the shareholder's new address.

Bill Clause No. 123
CBCA Section No. 257(3)
Topic General (Technical Amendments)

Sources of Proposed Law 

Changes From Present Law 
Replace in the French version the word "délivrés" with "émis".

Purpose of Change 
This technical change clarifies the wording and application of the Act.

Similar Provincial Laws 

Current Wording 
257. (3) Les mentions du registre des valeurs mobilières et les certificats de valeurs mobilières délivrés par la société établissent, à défaut de preuve contraire, que les personnes au nom desquelles les valeurs mobilières sont inscrites sont propriétaires des valeurs mentionnées dans le registre ou sur les certificats.

Proposed Wording 
257. (3) Les mentions du registre des valeurs mobilières et les certificats de valeurs mobilières émis par la société établissent, à défaut de preuve contraire, que les personnes au nom desquelles les valeurs mobilières sont inscrites sont propriétaires des valeurs mentionnées dans le registre ou sur les certificats.

Bill Clause No. 124
CBCA Section No. 258.1 and 258.2
Topic General (Government Administration)

Sources of Proposed Law 

Changes From Present Law 
The current sections 258.1 and 258.2 would be replaced with new sections that retain and update the contents of the current subsections 261(1)(c.1) and (d).

Purpose of Change 
(A) Section 258.1 would permit the Director to establish the requirements for the content and fix the form, including electronic or other forms, of notices and documents sent to or issued by the Director pursuant to this Act.

(B) Section 258.2 would allow the Director to grant exemptions in prescribed circumstances.

The current section makes reference to orders. Under the Statutory Instruments Act, orders are required to be made by the Governor-in-Council. By removing the words "as are specified in the order" and replacing it with the words "as the Director specifies", the Act is clarifying that the Director's authority to issue an exemption does not fall under the Statutory Instruments Act.

Similar Provincial Laws 

Current Wording 
258.1. (1) Subject to the regulations, notices and documents that are sent to or issued by the Director pursuant to this Act may be sent or issued in electronic or other form in any manner specified by the Director.

(2) For the purposes of this Act, any notice or document that is sent or issued in accordance with subsection (1) is deemed to have been received at the time and date provided by the regulations.

258.2. In the prescribed circumstances, the Director may, by order made subject to 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 such 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 are specified in the order.

Proposed Wording 
258.1 The Director may establish the requirements for the content and fix the form, including electronic or other forms, of notices and documents sent to or issued by the Director pursuant to this Act, including

(a) the notices and documents that may be transmitted in electronic or other form;

(b) the persons or classes of persons who may transmit the notices and documents;

(c) their signature in electronic or other form, or their execution, adoption or authorization in a manner that is to have the same effect for the purposes of this Act as their signature;

(d) the time and circumstances when electronic notices and documents are to be considered to be sent or received, and the place where they are considered to have been sent or received; and

(e) any matter necessary for the purposes of the application of this section.

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.

Bill Clause No. 125
CBCA Section No. 261
Topic General (Government Administration)

Sources of Proposed Law

Changes From Present Law 
Clarification of the Governor in Council's authority to make regulations.

Purpose of Change 
(A) Subs. (1)(a.1): Clarifies that the Governor in Council may make regulations regarding the definition of anything that is to be defined by regulation.

(B) Subs. (1)(b): Allows fees and/or the manner of determining fees.

(C) Subs. (1)(c): Clarifies the Governor in Council's authority to make regulations regarding the payment of fees, additional fees for late charges and the refunding of fees.

(D) Subs. (1)(d): In accordance with clause 59(3), this amendment clarifies that the Governor in Council has the authority to make regulations regarding the minimum amount of support required in relation to the number of times the shareholder has submitted substantially the same proposal and to prescribe the period of time during which the re-submissions may be considered.

(E) Subs. (1)(g): Authorizes the Governor in Council to make regulations regarding the new Part XX.1, Documents in Electronic or Other Form (clause 121). Allowing these matters to be prescribed in the regulations will increase flexibility by allowing the requirements to adapt as technology changes.

(F) Subs. (1)(h): Authorizes the Governor in Council to make regulations that allow meetings held by telephonic, electronic or other communicative means to satisfy the statutory requirements for participation at meetings.

(G) Subs. (1)(i): Authorizes the Governor in Council to make regulations for voting at a meeting of shareholders by means of a telephonic, electronic or other means of communication, for the purposes of new s. 141(3).

Subs. (2): This amendment increases flexibility by authorizing the Governor in Council to reference outside documents.

(I) Subs. (3): This amendment clarifies that material incorporated into regulations by reference does not become "regulation" itself for the purposes of the Statutory Instruments Act.

Similar Provincial Laws 

Current Wording 
261. (1) Subject to subsections (2) and (3), the Governor in Council may make regulations

(a) prescribing any matter required or authorized by this Act to be prescribed;

(b) requiring the payment of a fee in respect of the filing, examination or copying of any document, or in respect of any action that the Director is required or authorized to take under this Act, and prescribing the amount thereof;

(c) prescribing the contents and electronic or other forms of notices and documents required to be sent to or issued by the Director;

(c.1) respecting the sending or issuance of notices and documents in electronic or other form, including

(i) the notices and documents that may be sent or issued in electronic or other form,

(ii) the persons or classes of persons by whom they may be sent or issued,

(iii) their signature in electronic or other form or their execution, adoption or authorization in a manner that pursuant to the regulations is to have the same effect for the purposes of this Act as their signature, and

(iv) the time and date when they are deemed to be received;

(d) prescribing rules with respect to exemptions permitted by this Act; and

(e) prescribing that, for the purpose of paragraph 155(1)(a), the standards as they exist from time to time, of an accounting body named in the regulations shall be followed.

(2) Subject to subsection (3), the Minister shall publish in the Canada Gazette and in the periodical referred to in section 129 at least sixty days before the proposed effective date thereof a copy of every regulation that the Governor in Council proposes to make under this Act and a reasonable opportunity shall be afforded to interested persons to make representations with respect thereto.

(3) The Minister is not required to publish a proposed regulation if the proposed regulation

(a) grants an exemption or relieves a restriction;

(b) establishes or amends a fee;

(c) has been published pursuant to subsection (2) whether or not it has been amended as a result of representations made by interested persons as provided in that subsection; or

(d) makes no material substantive change in an existing regulation.

Proposed Wording 
261. (1) The Governor in Council may make regulations

(a) prescribing any matter required or authorized by this Act to be prescribed;

(a.1) defining anything that, by this Act, is to be defined by regulation;

(b) requiring the payment of a fee in respect of the filing, examination or copying of any document, or in respect of any action that the Director is required or authorized to take under this Act, and prescribing the amount of the fee or the manner of determining the fee;

(c) respecting the payment of fees, including the time when and the manner in which the fees are to be paid, the additional fees that may be charged for the late payment of fees and the circumstances in which any fees previously paid may be refunded in whole or in part;

(c.1) prescribing, for the purposes of subsection 137(1.1), a manner of determining the number of shares required for a person to be eligible to submit a proposal, including the time and manner of determining a value or percentage of the outstanding shares of the corporation;

(d) prescribing, for the purposes of paragraph 137(5)(d), the minimum amount of support required in relation to the number of times the shareholder has submitted substantially the same proposal within the prescribed period;

(e) prescribing rules with respect to exemptions permitted by this Act;

(f) prescribing that, for the purpose of paragraph 155(1)(a), the standards as they exist from time to time, of an accounting body named in the regulations shall be followed;

(g) prescribing any matter necessary for the purposes of the application of Part XX.1, including the time and circumstances when an electronic document is to be considered to have been provided or received and the place where it is considered to have been provided or received;

(h) prescribing the manner of, and conditions for, participating in a meeting by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting; and

(i) prescribing, for the purposes of subsection 141(3), the manner of, and conditions for, voting at a meeting of shareholders by means of a telephonic, electronic or other communication facility.

(2) The regulations may incorporate any material by reference regardless of its source and either as it exists on a particular date or as amended from time to time.

(3) Material does not become a regulation for the purposes of the Statutory Instruments Act because it is incorporated by reference.

Bill Clause No. 126
CBCA Section No. new 261.1
Topic General (Government Administration)

Sources of Proposed Law 

Changes From Present Law 
Requires that fees be paid before the Director takes the action in respect to which the fee is payable.

Purpose of Change 
The CBCA amendments will allow the Director to fix many fees in accordance with the Department of Industry Act (DIA) and the CBCA. There may be a potential problem arising out of setting fees under the DIA. The distinction between fees for mandatory actions required to be taken by the Director pursuant to the Act (denoted by words such as "must" and "shall") and fees for discretionary or service-oriented actions creates a potential problem stemming from the ability to enforce payment of fees in an efficient manner. It appears that the Crown cannot withhold the provision of services on the sole basis of non-payment of fees. Therefore, where mandatory duties are prescribed by the Act and the DIA is used as the fee making authority, the service mandated by the Act must be performed regardless of whether or not a fee is paid.

This amendment will make the payment of the required fee a prerequisite to any mandatory act by the Director. In essence, no action by the Director is mandatory unless the required fee has been paid. This amendment allows effective enforcement of payment for services when the DIA is used to set fees.

Similar Provincial Laws 

Current Wording 
N/A

Proposed Wording 
261.1 The fee in respect of the filing, examination, or copying of any document, or in respect of any action that the Director is required or authorized to take, shall be paid to the Director on the filing, examination, or copying or before the Director takes the action in respect of which the fee is payable.

Bill Clause No. 127
CBCA Section No. 262(2)(b)
Topic  General (Government Administration)

Sources of Proposed Law 

Changes From Present Law 
Consequential changes to amendments related to a) the content of the form that the CBCA Director will fix, b) the payment of fees and, c) the publication generally available to the public.

Purpose of Change 
(A) see explanation: clause 3

(B) see explanation: clause 126

(C) see explanation: clause 6

Similar Provincial Laws 

Current Wording 
262 (2) Where this Act requires that articles or a statement relating to a corporation be sent to the Director,

…

(b) on receiving the articles or statement in the prescribed form, any other required documents and the prescribed fees, the Director shall

…

(iv) send the certificate and the articles or statement, or a copy, image or photographic, electronic or other reproduction of the certificate and of the articles or statement, to the corporation or its representative, and

(v) publish a notice of the issuance of the certificate in the Canada Gazette or in the periodical referred to in section 129.

Proposed Wording 
262 (2)(b) on receiving the articles or statement in the form that the Director fixes, any other required documents and the required fees, the Director shall

(iv) send the certificate, or a copy, image or photographic, electronic or other reproduction of the certificate, to the corporation or its agent, and

(v) publish a notice of the issuance of the certificate in a publication generally available to the public.