Part 21 General (clauses 128-133)

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. 128
CBCA Section No. new 262.1(2) and (3)
Topic General (Technical Amendments)

Sources of Proposed Law

Changes From Present Law 
Renumber s. 262.1 as s. 262.1(1) and add new subsections 262.1(2) and (3) to specify that forms 3, 6 and 22 may be signed by an individual who has knowledge of the corporation and who is authorized to do so by the directors and to provide for execution of a document by several persons in several documents of like form.

Purpose of Change
Currently, most administrative forms must be signed by a director or an authorized officer and not by a solicitor or other person acting on behalf of a director or officer. The proposed amendment would permit individuals who have the relevant knowledge of the corporation and who are authorized to do so by the directors to sign the notice of registered office or of change of address of registered office (form 3), notice of directors or change of directors (form 6) and the annual return (form 22). The extended authorization is limited to these forms because they are forms in the nature of "information" - the filing thereof does not affect the status of the corporation, as would the filing of articles of amendment.

At the present time, there is no provision which expressly states that a document that is required to be executed by more than one person will be considered properly executed even if the required signatories each signs a separate copy. Addition of a provision that expressly states this would only be a codification of the common law principle of "counterparts". This addition would clarify the existence of this concept under the CBCA and provide administrative flexibility to CBCA corporations.

Similar Provincial Laws 

Current Wording 
N/A

Proposed Wording 
262.1 (2) The notices referred to in subsections 19(2) and (4) and subsections 106(1) and 113(1), and the annual return referred to in section 263, may be signed by any individual who has the relevant knowledge of the corporation and who is authorized to do so by the directors, or, in the case of the notice referred to in subsection 106(1), the incorporators.

(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.

Bill Clause No. 129
CBCA Section No. 263 and 263.1
Topic General (Government Administration)

Sources of Proposed Law 

Changes From Present Law 
This amendment would split the current s. 263 into two parts to clarify the intention of the current section. The first part would deal with annual returns, while the second would deal with the issuance of certificates.

Purpose of Change 
The purpose of a certificate of compliance is to act as a verification from the CBCA Director that certain basic statutory filings, such as annual returns, have been made and therefore the corporation has not been, and is not about to be, dissolved for such a failure. In some instances however, it is not possible for the Director to know if a corporation is in complete compliance with the Act. For example, a change of directors may have occurred, but no notice of change of directors has been filed.

Certificates of compliance are most often used as a tool to facilitate corporate transactions where assurances are made to a financial institution or other commercial parties that the corporation is in compliance with the statute. From this perspective, it is important to make it clear that only certain filings are being attested to in the certificate of compliance and that the issuance of the certificate does not certify complete statutory compliance. This amendment would clarify the matters which may be attested to in the certificate.

Similar Provincial Laws 

Current Wording 
263. (1) Every corporation shall, on the prescribed date, send to the Director an annual return in prescribed form and the Director shall file it.
(2) The Director may furnish any person with a certificate that a corporation has sent to the Director a document required to be sent to him under this Act.

Proposed Wording 
263. Every corporation shall, on the prescribed date, send to the Director an annual return in the form that the Director fixes and the Director shall file it.

263.1 (1) The Director may provide any person with a certificate stating that a corporation

(a) has sent to the Director a document required to be sent under this Act;

(b) has paid all required fees; or

(c) exists as of a certain date.

(2) For greater certainty, the Director may refuse to issue a certificate described in paragraph (1)(c) if the Director has knowledge that the corporation is in default of sending a document required to be sent under this Act or is in default of paying a required fee.

Bill Clause No. 130
CBCA Section No. 265
Topic General (Government Administration)

Sources of Proposed Law 

Changes From Present Law 
The change would replace the current sections 265 and 266 while providing for a new correction provision.

Similar Provincial Laws 

Purpose of Change 
The proposed new section 265 deals with the correction of a document (articles, notice, certificate) containing an error. It is not clear under the current CBCA if the only correction possible is of an error caused by the Director. This change would make explicit the Director's authority to request changes in any document which contains an error. This amendment would increase flexibility by clarifying the method of correcting the documents listed.

The new provision would require that the Director be satisfied that corrections will not prejudice the corporation's shareholders or creditors. This is designed to protect shareholders and creditors.

Also, the proposed amendment would increase flexibility by allowing corporations to request changes.

A new provision would entitle the Director, the corporation or any interested party, to apply for a court order directing the Director to make a correction to a document and determining the rights of the shareholders or creditors, when the applicant is of the view that a correction would prejudice a shareholder or creditor.

Current Wording 
265. (1) If a certificate containing an error is issued to a corporation by the Director, the directors or shareholders of the corporation shall, on the request of the Director, pass the resolutions and send to him the documents required to comply with this Act, and take such other steps as the Director may reasonably require, and the Director may demand the surrender of the certificate and issue a corrected certificate.

(2) A certificate corrected under subsection (1) shall bear the date of the certificate it replaces.

(3) If a corrected certificate issued under subsection (1) materially amends the terms of the original certificate, the Director shall forthwith give notice of the correction in the Canada Gazette or in the periodical referred to in section 129.

266. (1) A person who has paid the prescribed fee is entitled during usual business hours to examine a document required by this Act or the regulations to be sent to the Director, except a report sent to him under subsection 230(2), and to make copies of or extracts there from.

(2) The Director shall furnish any person with a copy or a certified copy of a document required by this Act or the regulations to be sent to the Director, except a report sent to him under subsection 230(2).

Proposed Wording 
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.

(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.

(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.

(4) If, in the view of the Director, of the corporation or of any interested person who wishes a correction, a correction to any of the documents referred to in subsection (1) would prejudice any of the shareholders or creditors of a corporation, the Director, the corporation or the person, as the case may be, may apply to the court for an order that the document be corrected and for an order determining the rights of the shareholders or creditors.

(5) An applicant under subsection (4) shall give the Director notice of the application, and the Director is entitled to appear and to be heard in person or by counsel.

(6) The Director may demand the surrender of the original document, and may issue a corrected certificate or file the corrected articles, notice or other document.

(7) A corrected document shall bear the date of the document it replaces unless

(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.

(8) If a corrected certificate materially amends the terms of the original certificate, the Director shall without delay give notice of the correction in a publication generally available to the public.

Bill Clause No. 130
CBCA Section No. new 265.1
Topic  General (Government Administration)

Sources of Proposed Law 

Changes From Present Law 
The proposed amendment provides for a new cancellation provision.

Purpose of Change 
The CBCA does not have a provision that specifically allows the Director to cancel articles and related certificates. This amendment would provide an efficient way to deal with certificates that have been incorrectly issued. To add flexibility, the circumstances under which a cancellation can occur would be prescribed in the regulations.

As with correction orders (s. 265), the section includes provisions to protect shareholders and creditors. It requires that cancellations not prejudice shareholders or creditors (s. 265.1(2)). To balance the interests of shareholders and creditors with the interests of the Director and the corporation, the section allows the Director or any interested party to make an application to the court for an order canceling the articles and the certificate and determining the rights of the creditors and shareholders (s. 265.1(4)).

Similar Provincial Laws 

Current Wording 
N/A

Proposed Wording 
265.1 (1) In the prescribed circumstances, the Director may cancel the articles and related certificate of a corporation.

(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.

(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.

(4) If, in the view of the Director, of the corporation or of any interested person who wishes a cancellation, a cancellation of articles and a related certificate would prejudice any of the shareholders or creditors of a corporation, the Director, the corporation or the person, as the case may be, may apply to the court for an order that the articles and certificate be cancelled and for an order determining the rights of the shareholders or creditors.

(5) An applicant under subsection (4) shall give the Director notice of the application, and the Director is entitled to appear and to be heard in person or by counsel.

(6) The Director may demand the surrender of a cancelled certificate.

Bill Clause No. 130
CBCA Section No. 266
Topic General (Government Administration)

Sources of Proposed Law 

Changes From Present Law 
Clarification that the Director shall furnish a certified extract.

Purpose of Change 
Subsection 266(1): This technical amendment makes minor wording changes.
Subsection 266(2): This subsection provides that the Director is required to furnish any person with a copy or a certified copy of a document that is required by the CBCA or the regulations to be sent to the Director. It is not possible under the current provision to obtain only an extract of a document certified to be a true copy by the Director and signed by the Director or by a Deputy Director. This amendment would correct this situation.

Similar Provincial Laws 

Current Wording 
266. (1) A person who has paid the prescribed fee is entitled during usual business hours to examine a document required by this Act or the regulations to be sent to the Director, except a report sent to him under subsection 230(2), and to make copies of or extracts there from.

(2) The Director shall furnish any person with a copy or a certified copy of a document required by this Act or the regulations to be sent to the Director, except a report sent to him under subsection 230(2).

Proposed Wording 
266. (1) A person who has paid the required fee is entitled during usual business hours to examine a document required by this Act or the regulations to be sent to the Director, except a report sent to the Director under subsection 230(2), and to make copies of or extracts from it.
(2) The Director shall furnish any person with a copy, extract, certified copy or certified extract of a document required by this Act or the regulations to be sent to the Director, except a report sent under subsection 230(2).

Bill Clause No. 131
CBCA Section No. 267(3)
Topic General (Government Administration)

Sources of Proposed Law 

Changes From Present Law 
The Director's retention period found in the CBCA is moved to the regulations.

Purpose of Change 
This will add flexibility to the Act by allowing Director's retention period to be more easily amended from time-to-time.

Similar Provincial Laws 

Current Wording 
267. (3) The Director is not required to produce any document, other than a certificate and attached articles or statement filed under section 262, after six years from the date he receives it.

Proposed Wording 
267. (3) The Director is not required to produce any document, other than a certificate and attached articles or statement filed under section 262, after the expiration of the prescribed period.

Bill Clause No. 132
CBCA Section No. 267.1
Topic General (Technical Amendments)

Sources of Proposed Law

Changes From Present Law 
Replace the word "periodical" with the words "publication generally". 

Purpose of Change 
This technical amendment will clarify the language and application of the Act.

Similar Provincial Laws 

Current Wording 
267.1 Information or notices required by this Act to be summarized in a periodical 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.

Proposed Wording 
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.

Bill Clause No. 133
CBCA Section No. 268(6), (7) and (11)
Topic General (Technical Amendments)

Sources of Proposed Law 

Changes From Present Law 
Full citation for the Canada Corporations Act is provided and subs. 268(11) of the English version is amended by adding the words "by or" immediately preceding the phrase "under any Special Act as defined".

Purpose of Change 
These technical amendments will clarify the language and application of the Act while reducing ambiguity. The changes to subsections 268(7) and (11) will match the wording in the English version with that found in the French version of the Statute.

Similar Provincial Laws 

Current Wording 
268. (6) The Governor in Council may, by order, require that a body corporate incorporated by or under an Act of Parliament to which Part I or II of the Canada Corporations Act does not apply, other than

(a) a bank,

(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,

shall apply for a certificate of continuance under section 187 within such period as may be prescribed.

(7) A body corporate to which Part IV of the Canada Corporations Act applies, other than a body corporate that carries on a business referred to in paragraph (6)(b) or (c), may apply for a certificate of continuance under section 187.

(11) A body corporate that is incorporated under a Special Act, as defined in section 87 of the Canada Transportation Act, may apply for a certificate of continuance under section 187.

Proposed Wording 
268. (6) The Governor in Council may, by order, require that a body corporate incorporated by or under an Act of Parliament to which Part I or II of the Canada Corporations Act, chapter C-32 of the Revised Statutes of Canada, 1970, does not apply, apply for a certificate of continuance under section 187 within such period as may be prescribed except for the following:

a) a bank;

(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.

(7) A body corporate to which Part IV of the Canada Corporations Act, chapter C-32 of the Revised Statutes of Canada, 1970, applies, other than a body corporate that carries on a business referred to in paragraph (6)(b) or (c), may apply for a certificate of continuance under section 187.

(11) A body corporate that is incorporated by or under a Special Act, as defined in section 87 of the Canada Transportation Act, may apply for a certificate of continuance under section 187.