CBCA-Glossary

A

Additional address
An additional address is useful for a corporation that wants to receive annual return reminder notices and other correspondence from Corporations Canada at an address that is different from its registered office address. If a corporation provides us with an additional address, we will send annual return reminder notices to the additional address instead of to the registered office address. However, if an email address is subscribed to receive annual return reminder notices, an additional address is probably not necessary.
Address of a director
The address of a director must be a residential address or other address for service. An address for service is an address where legal documents must be accepted by the director or someone on their behalf, and where an acknowledgement or delivery receipt can be provided, if required. An address for service can be the residential address of the director or a business address.
Amalgamation
Amalgamation refers to a transaction in which two or more corporations merge to form one new corporation. An amalgamation under the CBCA must be approved by a special resolution of the shareholders.
Amendment
Amendment refers to any change made to the provisions set out in a corporation’s articles (e.g., the corporate name, the number of directors, the province in which the corporation’s registered office is located or the types of shares a corporation can have). Amendments under the CBCA must be approved by a special resolution of the shareholders.
Anniversary date
The anniversary date is the date a corporation is created under the CBCA (e.g., date of incorporation or amalgamation) or the date a corporation first comes under the jurisdiction of the CBCA (e.g., date of continuance). The date is generally found on a corporation’s Certificate of Incorporation, Amalgamation or Continuance. It can also be found on the Corporations Canada online database of federal corporations.
Annual meeting
An annual meeting is a meeting of the shareholders of a corporation which is required to be held each year. It is the responsibility of the directors to call an annual meeting of shareholders not later than 18 months after a corporation comes into existence and, then, not later than 15 months after holding the last annual meeting. At the annual meeting, shareholders must consider the financial statements, the auditor’s report, the election of directors and the appointment of auditors. The shareholders may also consider the minutes of the previous meeting, the directors’ annual report and any other relevant business. Small corporations may consider using a written resolution in lieu of a meeting.
Annual return reminder notices
Annual return reminder notices are sent to corporations by Corporations Canada, as a courtesy, to remind each corporation that its Form 22 - Annual Return is due to be filed.
Appointment of a director
The appointment of a director refers to the situation in which the directors of a corporation appoint, if the articles of the corporation permit, a replacement director to hold office until the next annual meeting. The appointment of a director is not the same as the election of a director.
Articles
Articles are the legal documents that govern a corporation and they form part of a corporation’s corporate records. They include original or restated articles of incorporation, articles of amendment, articles of amalgamation, articles of continuance, articles of reorganization, articles of arrangement, articles of dissolution and articles of revival, including any amendments.
Assigned numbered name
An assigned numbered name is the corporate name assigned to a corporation by Corporations Canada. It is composed of three parts: an assigned number, the word “Canada” and a legal element; for example, 1234567 Canada Inc. Having a numbered name assigned to a corporation can be useful when a corporation does not want to submit a proposed name to Corporations Canada for name approval. However, since the corporate name forms part of a corporation’s articles, if the corporation later wants to change its name, it must make an amendment.
Authorized individual
An authorized individual is someone who has relevant knowledge of a corporation and who has been authorized by the directors, or as appropriate, by the incorporators of that corporation to sign a particular form.
Auto–returned
An online application will be auto-returned (i.e., it will be automatically returned to the applicant by the electronic system without human intervention) if it consists solely of provisions that either do not need to be approved or that have already been approved by Corporations Canada. These provisions include: pre-approved corporate names, assigned numbered names, reserved numbered names, pre-approved schedules, pre-defined text and "none".
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B

Bankrupt
Bankrupt means a person (including a corporation) who has made an assignment into bankruptcy or against whom a receiving order has been made under the Bankruptcy and Insolvency Act (BIA). You can access the full text of the BIA by consulting the Department of Justice website [http://www.justice.gc.ca].
Body corporate
A body corporate is any business that is incorporated and includes a corporation created under the CBCA. It is most often referred to as a company.
Business Number
The Business Number (BN) is part of a unique federal government numbering system that identifies a business and the accounts it maintains with the Canada Revenue Agency (CRA). The BN for a corporation is different from the corporation’s corporation number. The BN is composed of a 9-digit registration number that identifies the business and a 6-character account identifier. It is assigned to the business by CRA. (For search or identification purposes with Corporations Canada, the 9-digit registration number is relevant). By contrast, the 7-digit corporation number is assigned to the corporation by Corporations Canada. You can find a corporation’s BN by accessing Corporations Canada online database of federal corporations or by contacting Corporations Canada or CRA [http://www.cra-arc.gc.ca] directly.
By-laws
By-laws are the regulations or rules made by a corporation to govern its internal affairs. By-laws often deal with things that are not specified by the CBCA (e.g. requirements for holding meetings of directors and/or shareholders).
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C

CBCA
CBCA is the acronym for the Canada Business Corporations Act. It is the statute that governs federally incorporated businesses, not including banks, insurance companies or trust and loan companies. For the full text of the CBCA, consult the Department of Justice website [http://www.justice.gc.ca].
Ceasing to be a director
Ceasing to be a director refers to when a director of a corporation is no longer a director because the director resigned, was removed from office, became disqualified or died.
Certificate of Amalgamation
A Certificate of Amalgamation is issued by Corporations Canada upon an amalgamation under the CBCA. The amalgamation is effective on the date shown on the certificate.
Certificate of Amendment
A Certificate of Amendment is issued by Corporations Canada upon an amendment under the CBCA. The amendment becomes effective on the date shown on the certificate.
Certificate of Compliance
A Certificate of Compliance is issued by Corporations Canada in response to a request concerning a particular federal corporation. It certifies that, on the date of the request, the corporation existed, had filed the required Form 22 - Annual Returns and had paid all required fees.
Certificate of Continuance
A Certificate of Continuance is issued by Corporations Canada upon a continuance into the CBCA. The continuance is effective and the corporation comes under the jurisdiction of the CBCA as if it had been incorporated under the CBCA on the date shown on the certificate.
Certificate of Dissolution
A Certificate of Dissolution is issued by Corporations Canada upon a dissolution under the CBCA. The dissolution is effective and the corporation ceases to exist on the date shown on the certificate.
Certificate of Existence
A Certificate of Existence is issued by Corporations Canada in response to a request concerning a particular federal corporation. It certifies that the corporation exists on the date the request is submitted, existed on a specific date, or existed during a specific period.
Certificate of Incorporation
A Certificate of Incorporation is issued by Corporations Canada upon an incorporation under the CBCA. A corporation comes into existence on the date shown on the certificate.
Certificate of Intent to Dissolve
A Certificate of Intent to Dissolve is issued by Corporations Canada upon a corporation proposing its voluntary liquidation and dissolution under section 211 of the CBCA. On the date shown in the certificate, the corporation must cease to carry on business except to the extent necessary for the liquidation of the corporation. However, its corporate existence continues until Corporations Canada issues a Certificate of Dissolution.
Certificate of Revival
A Certificate of Revival is issued by Corporations Canada upon a revival under the CBCA. The revival is effective and the body corporate is revived as a corporation under the CBCA on the date shown on the certificate.
Certificate of Revocation of Intent to Dissolve
A Certificate of Revocation of Intent to Dissolve is issued by Corporations Canada upon application by a corporation under section 211 of the CBCA. It is only available when the corporation has applied for and received a Certificate of Intent to Dissolve under section 211 of the CBCA and before the corporation has received a Certificate of Dissolution. The revocation is effective on the date shown in the Certificate of Revocation of Intent to Dissolve and the corporation may resume carrying on its business.
Classes of shares
Classes of shares refers to the types of shares a corporation can issue. Under the CBCA, a corporation must issue at least one class of shares, usually called ‘common shares’. If the corporation has more than one class of shares, each class must be named (e.g., ‘Class A’ or ‘Class B’ shares) and the rights, privileges and restrictions attaching to each class of shares must be set out in the articles of the corporation. If you have questions about the share structure of a corporation, you should contact a lawyer or business professional.
Combined name
A combined name is a legally designated corporate name that combines the English and French form into one name so that the English and the French forms cannot be used separately. Only one legal element is required in a combined name. The legal element “inc.” would have the desired bilingual capacity for this purpose. Examples: Coiffures CHICO Hairdressing Inc. or Chauffeur Star/Etoile Inc.
Common shares
Common shares are typically shares that entitle their owners to participate fully in the corporation and to receive dividends and any remaining property of the corporation available for distribution on its dissolution or windup.
Confirmation number
A confirmation number is given by Corporations Canada in response to a request for a name pre-approval when the proposed name is determined to meet the requirements of the CBCA and its regulations. The confirmation number is required for any subsequent incorporation, amendment, amalgamation, revival or continuance (import) involving the pre-approved name.
Continuance
Continuance is a procedure that allows a company governed by the laws of one jurisdiction to leave that jurisdiction and become governed by the laws of another jurisdiction. A continuance (import) refers to a corporation coming into the CBCA. A continuance (export) or discontinuance refers to a corporation leaving the CBCA. A continuance under the CBCA must be approved by a special resolution of the shareholders.
Corporate name
A corporate name is the legal name of a corporation. It is set out in the articles of a corporation and it can only be changed by amendment.
Corporate records
Corporate records refers to the following records which must be kept at a corporation’s registered office or at some other location in Canada as set out by the directors: articles, by-laws and their amendments, any unanimous shareholders agreements; minutes of meetings and resolutions of shareholders; copies of Form 2 - Initial Registered Office and First Board of Directors, Form 3 - Change of Registered Office Address and Form 6 - Changes Regarding Directors; and a share register showing the names and addresses of all shareholders and details of the shares held.
Corporation
A corporation is a legal entity, commonly referred to as a “company” that has the same rights and obligations as a natural person under Canadian law. For example, a corporation can acquire assets, go into debt, enter into contracts and even sue or be sued. A corporation’s money and other assets belong to the corporation and not to its shareholders. Under the CBCA, a corporation refers to a company that is governed by the CBCA.
Corporation number
A corporation number is the number assigned to a corporation by Corporations Canada. It is usually a 7-digit number. Find the corporation number on the corporation’s Certificate of Incorporation, Amalgamation or Continuance. Or access Corporations Canada online database of federal corporations or by contacting Corporations Canada directly.
Correction
Correction refers to the procedure by which articles of a corporation or certificates issued by Corporations Canada can be altered in order to fix a mistake. Corrections are governed by Corporations Canada policy. For a full text of the policy, see Requests for Correction of CBCA Certificates.
Custody of corporate records
The CBCA requires that, when a corporation applies for dissolution, a person be granted custody of that corporation’s corporate records. This person must be able to produce the corporate records for six years following the date of dissolution. The name and address of the person must be provided to Corporations Canada when the corporation applies for dissolution. Subsequent changes to that information must be provided to Corporations Canada in writing.
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D

Director
A director is an individual elected by the shareholders of a corporation to supervise the management of the corporation. A director is also an individual who is named to the first board of directors when the corporation first comes under the jurisdiction of the CBCA (i.e., by incorporation, continuance or amalgamation) and who holds office until the first annual meeting. A director can also be a replacement director put in place through an appointment of a director.
Director appointed under the CBCA
The Director appointed under the CBCA is the individual appointed by the federal Minister of Industry under the provisions of the CBCA to administer the CBCA.
Dissolution
Dissolution is the act of ending the existence of a corporation. A dissolution can be initiated by a corporation (known as a voluntary dissolution) or it can be ordered by a court. A corporation can also be dissolved by Corporations Canada for failure to comply with the CBCA (known as an administrative dissolution).
Distributing corporation
A distributing corporation is typically a corporation that offers its shares for sale to the public (see subsection 2 (1) of the CBCA regulations for a more detailed definition). Distributing corporations must comply with the registration and prospectus filing requirements and other related procedures set out in the CBCA and, since they are also typically reporting issuers under provincial/territorial securities laws they must also comply with those laws or U.S. securities laws. If you are unsure about whether a corporation is distributing or not, you should contact a lawyer or a business professional.
Disqualified director
An individual is disqualified from being a director of a corporation if the person is less than eighteen years old, has been declared of unsound mind, or has the status of bankrupt.
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E

Election of a director
A director is elected by the shareholders of a corporation at an annual meeting.
Exporting jurisdiction
On a continuance into the CBCA, the exporting jurisdiction is the law under which the continuing company is incorporated immediately before it continues into the CBCA.
Extra-provincial/territorial registration
Extra-provincial/territorial registration refers to the process by which a corporation registers to carry on business in a province or territory. Incorporation gives a corporation the ‘capacity’ to carry on business anywhere in Canada but provincial/territorial laws also require the corporation to ‘register’ in the province or territory in which it will actually carry on business. This enables the public to find the corporation in the public registry of the province or territory where the corporation is doing business, regardless of where it is incorporated. If you have questions about what it means to “carry on business” in a particular jurisdiction or whether a corporation should register in a particular jurisdiction, you should consult that jurisdiction (you can access our list of Provincial Registrars) and/or a lawyer or a business professional.
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F

Fast Fill
Fast fill is a feature in our online transactions that allows you to have your name, organization, telephone number and email address automatically inserted into the relevant fields simply by clicking the Fast Fill button rather than having to type in the information each time.
Fixed number of directors
A fixed number of directors refers to a corporation that has a specific number of directors rather than a maximum and a minimum number of directors set out in its articles (e.g., ten directors rather than a maximum of 12 directors and a minimum of eight directors).
Form 1 - Articles of Incorporation
Form 1 - Articles of Incorporation contains information required for incorporation under the CBCA (e.g., the corporate name, the number of directors and the types of shares the corporation can have as well as the province in which the corporation’s registered office is situated). Once approved by Corporations Canada, the articles are appended to the Certificate of Incorporation and they become the legal document that governs the federal corporation. They are part of a corporation’s corporate records.
Form 2 - Initial Registered Office and First Board of Directors
Form 2 - Initial Registered Office and First Board of Directors contains information required simultaneously with an application for incorporation, amalgamation and continuance (import) under the CBCA. It sets out a corporation’s full registered office address as well as the names and residential addresses of the members of the first board of directors of the corporation. It is part of a corporation’s corporate records. The CBCA requires all federal corporations to provide Corporations Canada with this information and to keep it up to date at all times.
Form 3 - Change of Registered Office Address
Form 3 - Change of Registered Office sets out any change in a corporation’s registered office address. It is part of a corporation’s corporate records. The CBCA requires all federal corporations to provide Corporations Canada with this information within 15 days of the change.
Form 4 - Articles of Amendment
Form 4 - Articles of Amendment contains information required for an amendment under the CBCA (e.g., a change in the corporate name, the number of directors and/or the types of shares the corporation can have as well as the province in which the corporation’s registered office is situated). Once approved by Corporations Canada, the articles are appended to the Certificate of Amendment and they become one of the legal documents that govern the federal corporation. They are part of a corporation’s corporate records.
Form 6 - Changes Regarding Director
Form 6 - Changes Regarding Directors sets out any changes in the board of directors of a corporation, including: the election/appointment of a new director; the resignation, death, removal or disqualification of a director; and, the change in residential address of a current director. It is part of a corporation’s corporate records. The CBCA requires all federal corporations to provide Corporations Canada with this information within 15 days of the change.
Form 7 - Restated Articles of Incorporation
Form 7 - Restated Articles of Incorporation contains information required for the consolidation of a corporation’s original articles and all subsequent amendments. It does not create new or amend existing provisions. Once approved by Corporations Canada, the articles are appended to the Certificate of Restated Articles and they replace the legal document that governs the federal corporation. They are part of a corporation’s corporate records.
Form 9 - Articles of Amalgamation
Form 9 - Articles of Amalgamation contains information required for an amalgamation under the CBCA (e.g., the corporate name, the number of directors and the types of shares that the corporation can have as well as the province in which the corporation’s registered office is situated). Once approved by Corporations Canada, the articles are appended to the Certificate of Amalgamation and they become the legal document that governs the federal corporation created by the amalgamation. They are part of a corporation’s corporate records.
Form 11 - Articles of Continuance
Form 11 - Articles of Continuance contains information required for a continuance (import) under the CBCA (e.g., the corporate name, the number of directors and the types of shares the corporation can have as well as the province in which the corporation’s registered office is situated). Once approved by Corporations Canada, the articles are appended to the Certificate of Continuance and they become the legal document that governs the federal corporation created by the continuance (import). They are part of a corporation’s corporate records.
Form 15 - Articles of Revival
Form 15 - Articles of Revival contains information required for a revival under the CBCA. Once approved by Corporations Canada, a Certificate of Revival is issued. They are part of a corporation’s corporate records.
Form 17 - Articles of Dissolution
Form 17 - Articles of Dissolution contains information required for a voluntary dissolution under the CBCA. Once approved by Corporations Canada, a Certificate of Dissolution is issued. They are part of a corporation’s corporate records.
Form 19 - Statement of Intent to Dissolve
Form 19 - Statement of Intent to Dissolve contains information required if a corporation chooses to liquidate and dissolve under section 211 of the CBCA. Once approved by Corporations Canada, a Certificate of Intent to Dissolve is issued. They are part of a corporation’s corporate records.
Form 20 - Revocation of Intent to Dissolve
Form20 - Revocation of Intent to Dissolve contains information required if a corporation chooses to revoke a Certificate of Intent to Dissolve under section 211 of the CBCA. Once approved by Corporations Canada, a Certificate of Revocation of Intent to Dissolve is issued. They are part of a corporation’s corporate records.
Form 22 - Annual Return
Form 22 - Annual Return is not a tax return. It is a corporate information form that is required to be filed once a year by each federal corporation with Corporations Canada. It is part of a corporation’s corporate records. This form helps the federal government fulfill its responsibility of maintaining an up-to-date and accurate database of information about federal corporations, including whether corporations are actively operating within the requirements of the legislation. A corporation’s annual return must be filed within the 60 days following the corporation’s anniversary date.
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I

Incorporation
Incorporation is the act of creating a corporation.
Incorporator
Incorporators are the persons who create a corporation. A company or body corporate can be an incorporator.
Insolvent
Insolvent means being unable to pay one’s liabilities as they become due or having assets whose realizable value is less than the aggregate of one’s liabilities. For a more fulsome definition, consult the Bankruptcy and Insolvency Act (BIA) on the Department of Justice website [http://www.justice.gc.ca].
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L

Legal element
A legal element is the part of a corporate name that helps the public identify an organization as an incorporated business with limited liability. Under the CBCA, every corporate name must include one of the following legal elements: Limited, Limitée, Incorporated, Incorporée, Corporation, Société par actions de régime fédéral, Ltd., Ltée, Inc., Corp., and S.A.R.F.
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M

Minute book
A minute book is a book in which the corporate records of the corporation are maintained.
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N

Name approval
Name approval is a process by which Corporations Canada considers a proposed name of a corporation to ensure that the name meets the requirements of the CBCA and its regulations. Name approval is done as part of one of the following applications under the CBCA: incorporation, amendment (if it relates to the corporate name), amalgamation, revival or continuance (import).
Name pre-approval
Name pre-approval is a process by which Corporations Canada considers a proposed name of a corporation to ensure that the name meets the requirements of the CBCA and its regulations. Name pre-approval is done as an independent application, typically in advance of one of the following applications under the CBCA: incorporation, amendment (if it relates to the corporate name), amalgamation, revival or continuance (import). This process is intended only for those corporations that require confirmation in advance that a proposed name will be available for a subsequent application. The name pre-approval process generally takes about 24 hours. Once a name is pre-approved, an applicant is given a confirmation number. The confirmation number is required for any subsequent application involving the pre-approved name.
Non-distributing corporation
A non-distributing corporation is typically a corporation that does not offer its shares for sale to the public. These are commonly referred to as “private companies.” If you are unsure about whether a corporation is distributing or not, you should contact a lawyer or a business professional.
Notice of deficiency
A notice of deficiency is issued by Corporations Canada in response to a request that is not acceptable. The notice of deficiency provides instructions on how to resubmit the request.
Notice of refusal
A notice of refusal is given by Corporations Canada in response to a request for a Certificate of Compliance or a Certificate of Existence for a specific federal corporation where it has been determined that the corporation does not meet the requirements for the certificate.
NUANS
NUANS is the computerized search system that compares a proposed name of a corporation with databases of existing and reserved business names as well as trade-marks registered and applied for in Canada.
NUANS report
A NUANS Name Search Report is a list of business names and trademarks that look or sound similar to the name being proposed for a corporation. The list is drawn from NUANS. A NUANS report is not a name approval or a name pre-approval. Corporations Canada uses the information contained in the NUANS Name Search Report to determine whether the proposed name can be assigned to a corporation.
NUANS report reservation number
A NUANS Name Search Report reservation number is the 9-digit number found on the NUANS Name Search Report or on the NUANS submission receipt.
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O

Officer
An officer is an individual who manages the day-to-day operations of a corporation (e.g., president, vice-president, treasurer, secretary). Officers are appointed by the directors of the corporation. In a small corporation, one individual often occupies the position of both director and officer.
Official documents
Official documents refer to any notice or document that is required under the CBCA to be sent to or served on a corporation. A corporation is deemed to have received all official documents that are sent by registered mail to or that are served on a corporation’s registered office.
Ordinary resolution
An ordinary resolution is a decision by shareholders or directors that is passed by a majority of the votes cast in respect of the resolution. It may or may not be in writing. See also special resolution.
Other provisions
Other provisions refer to any other clauses a corporation may wish to include in its articles. For example, a corporation may wish to include clauses required to satisfy the requirements of other legislation or institutions.
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P

Personal information bank
In order to manage information under the terms of the Privacy Act and the Access to Information Act, the federal government puts personal information into collections or groupings called banks that are managed by Info Source, a government agency. This system allows the government to easily determine which parts of the personal information it has collected can be released.
Provincial/territorial securities laws
Provincial/territorial securities laws refers to the statute(s) in each province or territory that regulate(s) the sale of securities, including shares, to the public.
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Q

Qualifications of directors
A director of a corporation must be an individual who is at least eighteen (18) years of age, not bankrupt or been found by a court to be of unsound mind.
Qualifications of incorporators
An incorporator who is an individual must be at least eighteen (18) years of age, not bankrupt or been found by a court to be of unsound mind.
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R

Registered office
The registered office is the legal address of a corporation. It cannot be a post office box. The CBCA requires that official documents always be sent to a corporation’s registered office address.
Reporting issuer
A reporting issuer is a defined term within provincial/territorial securities laws. If a corporation falls within the definition of reporting issuer, it must adhere to the requirements of the provincial/territorial securities laws and it is usually a distributing corporation for the purposes of the CBCA. If you are unsure about whether a corporation is a reporting issuer or not, you should contact a lawyer or a business professional.
Request ID
A Request ID is the number given by Corporations Canada to any request that is submitted. It is useful to refer to this identifier when corresponding with Corporations Canada about a particular request.
Resident Canadian
A resident Canadian includes a Canadian citizen ordinarily resident in Canada and a permanent resident within the meaning of subsection 2(1) of the Immigration and Refugee Protection Act. For a more detailed definition see subsection 2(1) of the CBCA “resident Canadian”.
Restated Certificate of Incorporation
A Restated Certificate of Incorporation is issued by Corporations Canada upon a consolidation of a corporation’s original articles and all subsequent amendments. The consolidation takes effect on the date shown on the certificate.
Restrictions on share transfers
Restrictions on share transfers limit the ability of shareholders to sell their shares to other persons. Any restrictions on share transfers must be set out in the articles of a corporation.
Restrictions on the business a corporation may carry on
Restrictions on the business a corporation may carry on restricts the commercial activities of a corporation. There are circumstances when it is necessary (e.g., a governing body requires it) or desirable (e.g., for tax purposes) to include restrictions on business. Any restrictions on the business the corporation may carry on must be set out in the articles of a corporation.
Revival
Revival is the process of restoring a corporation that has been dissolved as if it had never been dissolved.
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S

Share
A share is a unit of ownership of a corporation. Shares are commonly referred to as “stocks”.
Special resolution
A special resolution is a decision by the shareholders or the directors passed by at least two-thirds of the votes cast in respect of that resolution. See also ordinary resolution.
Stand alone provisions
A schedule will only be pre-approved by Corporations Canada as an individual schedule if the provisions contained in that schedule can stand alone. That is, the provisions of that schedule cannot relate in any way to the provisions of another section. For example, a schedule that sets out restrictions on two different classes of shares which are defined elsewhere in an incorporation application will not be pre-approved as an individual schedule. Corporations Canada staff will determine whether or not a schedule is suitable to stand alone during the initial examination process.
Submission date
The submission date is the date on which an online request is submitted to Corporations Canada. Corporations Canada will consider an online request to have been received on the submission date.
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U

Unanimous shareholder agreement (USA)
A unanimous shareholder agreement is a written agreement among all of the shareholders of a corporation that restricts in whole or in part the powers of the directors to manage the business and affairs of the corporation.
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W

Written resolution in lieu of a meeting
A written resolution in lieu of a meeting is a document signed by all of the shareholders of a corporation in lieu of a meeting of the shareholders. It can be a practical way for small corporations with only one or a few shareholders to meet the statutory requirement of holding an annual meeting. The resolution must deal with all of the things that would otherwise be considered at the annual meeting of shareholders (e.g., consideration of the financial statements and the auditor’s report, the election of directors, the appointment of the auditor and any other relevant business). A copy of the resolution must be kept with the corporate records.

Relevant Sections of the CBCA

Subsection 2 (1) of the CBCA regulations

2 (1) For the purpose of the definition “distributing corporation” in subsection 2(1) of the Act and subject to subsections 2(6) and (7) of the Act and subsection (2) of this section, "distributing corporation" means

  • (a) a corporation that is a “reporting issuer” under any legislation that is set out in column 2 of an item of Schedule 1; or
  • (b) in the case of a corporation that is not a “reporting issuer” referred to in paragraph (a), a corporation
    • (i) that has filed a prospectus or registration statement under provincial legislation or under the laws of a jurisdiction outside Canada,
    • (ii) any of the securities of which are listed and posted for trading on a stock exchange in or outside Canada, or
    • (iii) that is involved in, formed for, resulting from or continued after an amalgamation, a reorganization, an arrangement or a statutory procedure, if one of the participating bodies corporate is a corporation to which subparagraph (i) or (ii) applies.

Related sections

Subsection 2 (2) of the CBCA regulations states: A corporation that is subject to an exemption under provincial securities legislation, or to an order of the relevant provincial securities regulator that provides that the corporation is not a “reporting issuer” for the purposes of the applicable legislation, is not a “distributing corporation” for the purpose of the definition of that expression in subsection (1).

Subsection 2 (6) of the CBCA states: On the application of a corporation, the Director may determine that the corporation is not or was not a distributing corporation if the Director is satisfied that the determination would not be prejudicial to the public interest.

Subsection 2 (7) of the CBCA states: The Director may determine that a class of corporations are not or were not distributing corporations if the Director is satisfied that the determination would not be prejudicial to the public interest.

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Subsection 2 (1) of the CBCA “resident Canadian”

"resident Canadian" 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;

Related sections

Section 13 of the CBCA Regulations states: For the purpose of paragraph (b) of the definition “resident Canadian” in subsection 2(1) of the Act, the following classes of persons are prescribed:

  • (a) persons who are full-time employees of the Government of Canada or of a province, of an agency of any of those governments or of a federal or provincial Crown corporation, if the principal reason for their residence outside Canada is to act as employees;
  • (b) persons who are full-time employees, if the principal reason for their residence outside Canada is to act as employees, of a body corporate
    • (i) of which more than 50% of the voting shares is beneficially owned, or over which control or direction is exercised, by resident Canadians,
    • (ii) a majority of the directors of which are resident Canadians, or
    • (iii) that is a subsidiary of a body corporate described in subparagraph (i) or (ii);
  • (c) persons who are full-time students at a university or other educational institution recognized by the educational authorities of a majority of the provinces of Canada and who have been resident outside Canada for fewer than 10 consecutive years;
  • (d) persons who are full-time employees of an international association or organization of which Canada is a member; and
  • (e) persons who were, at the time of reaching their 60th birthday, ordinarily resident in Canada and who have been resident outside Canada for fewer than 10 consecutive years.
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Section 210 of the CBCA

210 (1) A corporation that has not issued any shares may be dissolved at any time by resolution of all the directors.

(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.

(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).

(4) Articles of dissolution in the form that the Director fixes shall be sent to the Director.

(5) On receipt of articles of dissolution, the Director shall issue a certificate of dissolution in accordance with section 262.

(6) The corporation ceases to exist on the date shown in the certificate of dissolution.

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Section 211 of the CBCA

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.

(2) Notice of any meeting of shareholders at which voluntary liquidation and dissolution is to be proposed shall set out the terms thereof.

(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.

(4) A statement of intent to dissolve in the form that the Director fixes shall be sent to the Director.

(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.

(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.

(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.

(8) The Director or any interested person may, at any time during the liquidation of a corporation, apply to a court for an order that the liquidation be continued under the supervision of the court as provided in this Part, and on such application the court may so order and make any further order it thinks fit.

(9) 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.

(10) At any time after issue of a certificate of intent to dissolve and before issue of a certificate of dissolution, a certificate of intent to dissolve may be revoked by sending to the Director a statement of revocation of intent to dissolve in the form that the Director fixes, if such revocation is approved in the same manner as the resolution under subsection (3).

(11) On receipt of a statement of revocation of intent to dissolve, the Director shall issue a certificate of revocation of intent to dissolve in accordance with section 262.

(12) On the date shown in the certificate of revocation of intent to dissolve, the revocation is effective and the corporation may continue to carry on its business or businesses.

(13) If a certificate of intent to dissolve has not been revoked and the corporation has complied with subsection (7), the corporation shall prepare articles of dissolution.

(14) Articles of dissolution in the form that the Director fixes shall be sent to the Director.

(15) On receipt of articles of dissolution, the Director shall issue a certificate of dissolution in accordance with section 262.

(16) The corporation ceases to exist on the date shown in the certificate of dissolution.