Policy on requests for correction of Forms 2, 3, 6 and 22 – Canada Business Corporations Act
Table of contents
- Introduction and Statement of General Principles
- Policy on Correction of CBCA Certificates Does Not Apply
- Forms 2, 3 and 6
- Form 22
- Retention of documents
1. Introduction and statement of general principles
1.1 Corporations Canada receives requests for the correction of Forms 2, 3, 6 and 22 that have already been filed. This policy sets out the position of the Director on these corrections. The correction of certificates that have been issued pursuant to articles filed under the Act is the subject of a separate policy.
1.2 In order to assist corporations and other interested persons, this policy sets forth certain policy and practice guidelines aimed at facilitating corrections. While this policy and the practice guidelines set out herein do not have the force of law, they do reflect the Director's understanding of the Director's role in correcting Forms 2, 3, 6 and 22. The final interpretation of the Canada Business Corporations Act (the "Act") in respect of such corrections is the function of the courts.
1.3 The Director considers that, by communicating these guidelines to corporations and other interested persons who are considering corrections to Forms 2, 3, 6 and 22, the instances of rejected requests and the cost and administrative inconvenience thereby encountered can be reduced.
1.4 Nothing in this policy is intended to constitute a binding statement of what position the Director will take with respect to any particular request for correction of a Form 2, 3, 6 or 22. In addition, this policy is not intended to be a substitute for professional legal, accounting or business advice or for the exercise of professional judgment by legal, accounting and business advisors in any particular instance.
2. Policy on correction of CBCA certificates does not apply
2.1 The Director's policy on the Correction of CBCA Certificates will not be applied to the correction of Forms 2, 3, 6, and 22. Since certificates are statutory instruments and have legal effect as such, and since the objective of Forms 2, 3, 6 and 22 is to provide information, the practical necessity for section 265 to be used to correct Forms 2, 3, 6 and 22 is much less than the need for it to be used to correct certificates.
3. Forms 2, 3 and 6
3.1 If the public record incorrectly states a corporation's registered office or directors, the way to correct the public record is for the corporation to file a new Form 3 or 6 setting out the correct information.
3.2 It is in the interest of the corporation to file another Form 3 or 6. Until the registered office and directors are accurately reflected on the public record, a member of the public will be relying on inaccurate information on the public record.
3.3 All Forms 3 and 6 that are filed are considered to be notices of change of information and not as corrections within the meaning of section 265.
3.4 Where a director has resigned or has been erroneously named on Form 2 or 6 and the corporation refuses to file a new Form 6 with accurate information, the incorrectly listed director has a number of remedies under the Act including obtaining a court order directing the corporation to file a Form 6 under subsection 113(2), a court order correcting the last Form 2 or 6 filed under subsection 265(4), a compliance order under section 247, or an oppression remedy under section 241.
3.5 The Director prefers not to be made a party to applications to court for the rectification of records in respect of directors. The more practical solution would be for the applicant to ask the court for an order directing the corporation to file a new Form 2 or 6 with the Director.
3.6 An individual who takes the position that he or she is not a director of a particular corporation has an opportunity to send a statement to that effect to the Director which will become part of the public record.
4. Form 22
4.1 Unlike Forms 2, 3 and 6, there is no statutory basis for an outsider to rely on information contained in a filed Form 22. The Director therefore will accept an amended Form 22, identified as an amendment, which serves the purpose of correcting any information set out in a previously filed Form 22. When filing an amended Form 22, no additional fee is required.
5. Retention of documents
5.1 All Forms 2, 3, 6 and 22 previously filed will not be removed from the corporation's file maintained by Corporations Canada. Please note, however, that the Director is not required to provide any documents which have been filed more than six years before a request for a copy is made.
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