Bill C-25 proposed regulations

Canada Business Corporations Regulation, 2001
# Proposed regulation description
1 New For the purpose of subsection 11(1) of the Act, the prescribed period is 90 days.
2 New section 24.1. For the purpose of subsection 12(1) of the Act, a corporate name is prohibited if it is confusing with a corporate name that is reserved by the Director for another person, unless written consent has been obtained from the person for whom the corporate name was reserved.
3 New For the purpose of subsection 12(5) of the Act, the prescribed period is 60 days.
4 New For the purpose of subsection 106(3.3) of the Act, a prescribed corporation is a distributing corporation.
5 New For the purpose of subsection 106(8.1) of the Act, the prescribed circumstances are that the individual who was not elected by subsection (3.2) is required to meet:
  1. the requirement in subsection 102(2) of the Act for at least 2 directors who are not officers or employees of the corporation or its affiliates; or
  2. the Canadian residency requirements in section 105 of the Act.
6 Amendment section 49 For the purpose of paragraph 137(5)(a) of the Act, the prescribed period is 90 to 150 days before the anniversary of the previous annual meeting of shareholders.
7 Amendment section 54(1) For the purpose of subsection 149(1) of the Act, for a corporation that is holding a majority vote for directors as described in subsection 106(3.4) of the Act, a form of proxy shall be in the form provided for in paragraphs 1 to 5 and 7 to 9 of section 9.4 (Content of Form of Proxy) of NI 51-102 and shall also provide:
  1. for voting on each director individually;
  2. an option for the shareholder to specify that the shares registered in the name of the shareholder must be voted for or against in respect of the election of directors; and
  3. an option for the shareholder to specify that the shares registered in the name of the shareholder must be voted for or withheld from voting in respect of the appointment of an auditor.

Amendment section 54(2) For the purpose of subsection 149(1) of the Act, for a corporation that is not holding a majority vote for directors as described in subsection 106(3.4) of the Act, a form of proxy shall be in the form provided for in section 9.4 (Content of Form of Proxy) of NI 51-102 and shall also provide for voting on each director individually.

8 New For the purpose of subsection 153(1) of the Act, the prescribed documents are:
  1. for a distributing corporation that meets, and is using, the obligations of National Instruments 54-101 and 51-102 for Notice and Access, the documents required to be sent to shareholders pursuant to those National Instruments;
  2. for other corporations:
    1. notice of meeting;
    2. if the solicitation is done by management, financial statements;
    3. management or dissident's proxy circular; and
    4. any other documents other than the form of proxy sent to shareholders by or on behalf of any person for use in connection with the meeting.
9 New For the purposes of subsection 159(1) of the Act, the prescribed period for sending a copy of the prescribed documents relating to the financial statements to the prescribed shareholder and other prescribed persons are:
  1. for a distributing corporation that meets, and is using the obligations of National Instruments 54-101 and 51-102 for Notice and Access and has included information on accessing the financial statements in the notice, not less than thirty days before each annual meeting of shareholders send the notice that is required to be sent to shareholders pursuant to those National Instruments;
  2. for a distributing corporation that is not using National Instruments 54-101 and 51-102 for Notice and Access or is not using the notice and access package for sending the financial statements, not less than twenty-one days before each annual meeting of shareholders send a copy of the documents referred to in section 155 of the Act to each shareholder who has informed the corporation in writing that they want to receive a copy of those documents;
  3. for a non-distributing corporation, not less than twenty-one days before each annual meeting of shareholders, or before the signing of a resolution under paragraph 142(1)(b) in lieu of the annual meeting, send a copy of the documents referred to in section 155 of the Act to each shareholder, except to a shareholder who has informed the corporation in writing that they do not want a copy of the document;
10 New For the purpose of subsection 172.1(1) of the Act, the prescribed corporations are distributing corporations.

NewFor the purpose of subsection 172.1(1) of the Act the prescribed information :

  1. respecting gender diversity is the information required by Items 10 to 15 of Form 58-101F1 established by National Instrument 58-101 of the Canadian Securities Administrators, entitled Disclosure of Corporate Governance Practices, and known in French as Information concernant la gouvernance, published in both official languages and came into force on December 31, 2014, as amended from time to time.
  2. respecting diversity other than gender is:
    1. indicate whether the corporation has adopted a written policy relating to diversity other than gender amongst the directors and members of senior management;
    2. if the corporation has adopted such a policy, a short summary of its objectives and key provisions
    3. if the corporation has not adopted such a policy, why it has not done so.
New For the purpose of subsection 172.1(1) of the Act, the members of senior management are defined as the executive officers as defined by subsection 1.1(1) (Definitions and Interpretation) of National Instrument 51-102 of the Canadian Securities Administrators, entitled Continuous Disclosure Obligations, and known in French as Règlement 51-102 sur les obligations d'information continue, published in both official languages on December 19, 2003, as amended from time to time.
11 New For the purpose of subsection 225(1) of the Act, the prescribed period is 6 years following the date of the corporation's dissolution.
12 Amendment section 14 For the purpose of sections 258.2 and 258.3 of the Act, the prescribed circumstances are that the exemption does not prejudice any of the shareholders or the public interest.
13 New For the purpose of subsection 267(3) of the Act, the prescribed period is:
  1. two years after the day on which the Director receives the document for annual returns received under section 263 of the Act, proxy circulars received under subsection 166(3) of the Act and after the day on which the Director issues a document evidencing satisfaction of the Director, as required under subsection 188(1) of the Act;
  2. three years after the day on which the Director receives the document for financial statements received under section 160 of the Act; and
  3. six years for an application for an exemption under subsection 2(6), 10(2), 82(3), 151(1), section 156, subsection 171(2) or 187(11) of the Act.
New For the purpose of subsection 267(3) of the Act, the prescribed documents or class of documents are:
  1. notice of registered office address received under section 19 of the Act;
  2. notice of directors received under sections 106 and 113 of the Act; and
  3. letters patent, supplemental letters patent, by-laws or any document evidencing surrender of charter issued under prior legislation.
Canada Cooperatives Regulations
# Proposed regulation description
1 New For the purpose of section 22 of the Act, the prescribed period is 90 days.
2 New section 15.1. For the purpose of section 23 of the Act, a corporate name is prohibited if it is confusing with a corporate name that is reserved by the Director for another person, unless written consent has been obtained from the person for whom the corporate name was reserved.
3 New For the purpose of subsection 24(2) of the Act, the prescribed period is 60 days.
4 Amendment section 23.7(4) For the purpose of paragraph 58(4)(a) of the Act, the prescribed period is 90 to 150 days before the anniversary of the previous annual meeting of members and shareholders.
5 New For the purpose of subsection 83(12) of the Act, the prescribed cooperative is a distributing cooperative.
6 New For the purpose of subsection 83(13) of the Act, the prescribed circumstances are that the individual who was not elected by subsection (12) is required to meet:
  1. the requirement in section 77 of the Act for at least two-thirds of directors to be members of the cooperative, or representatives of members that are entities or members of members that are cooperative entities;
  2. the requirement in subsection 78(3) of the Act that a majority of the directors must be individuals who are not full-time officers or employees of the cooperative; or
  3. the Canadian residency requirements in subsection 78(4) of the Act.
7 Amendment section 24(1) For the purpose of subsection 165(1) of the Act, for a cooperative that is holding a majority vote for directors as described in subsection 83(10.1) of the Act, a form of proxy shall be in the form provided for in paragraphs 1 to 5 and 7 to 9 of section 9.4 (Content of Form of Proxy) of NI 51-102 and shall also provide:
  1. for voting on each director individually;
  2. an option for the member or shareholder to specify that the membership or shares registered in the name of the member or shareholder must be voted for or against in respect of the election of directors; and
  3. an option for the member or shareholder to specify that the membership or shares registered in the name of the member or shareholder must be voted for or withheld from voting in respect of the appointment of an auditor.
Amendment section 24 (2) For the purpose of subsection 165(1) of the Act, for a cooperative that is not holding a majority vote for directors as described in subsection 83(10.1) of the Act, a form of proxy shall be in the form provided for in section 9.4 (Content of Form of Proxy) of NI 51-102 and shall also provide for voting on each director individually.
8 New For the purpose of subsection 169(1) of the Act, the prescribed documents are:
  1. for a distributing cooperative that meets the obligations of National Instruments 54-101 and 51-102 for Notice and Access, the documents required to be sent to shareholders pursuant to those National Instruments;
  2. for other cooperatives:
    1. notice of meeting;
    2. management or dissident's proxy circular; and
    3. any other documents other than the form of proxy sent to shareholders by or on behalf of any person for use in connection with the meeting.
9 New For the purpose of section 251 of the Act, the prescribed documents and persons are:
  1. for distributing cooperatives that are using section 4.6 of National Instrument 51-102, a request form, which meets the requirements of that section, to all registered shareholders and beneficial owners as set out in section 4.6;
  2. for other distributing cooperatives, a copy of the documents referred to in section 247 to all shareholders who have informed the cooperative that they wish to receive a copy of those documents; or
  3. for non-distributing cooperatives, a copy of the documents referred to in section 247 to all shareholders, except to a shareholder who has informed the cooperatives in writing that he or she does not want a copy of those documents.
New For the purpose of section 251 of the Act, the prescribed period is not less than 21 days before:
  1. each annual meeting of members;
  2. each annual meeting of shareholders if subsection 247(2) of the Act applies; or
  3. a resolution in lieu of an annual meeting is signed under section 66 of the Act.
10 New For the purpose of section 325 of the Act, the prescribed period is 6 years following the date of the cooperative's dissolution.
11 New For the purpose of section 369.1 of the Act, the prescribed circumstances are that the exemption does not prejudice any of the members, shareholders or the public interest.
12 New For the purpose of subsection 378(3) of the Act, the prescribed period is:
  1. two years after the day on which the Director receives the document for annual returns received under section 374 of the Act, proxy circulars received under subsection 166(3) of the Act and after the day on which the Director issues a document evidencing satisfaction of the Director, as required under subsection 287(1) of the Act;
  2. three years after the day on which the Director receives the document for financial statements received under section 252 of the Act; and
  3. six years for an application for an exemption under subsection 4(4), 167(1),section 248, subsection 263(2) or 267(2). of the Act
New For the purpose of subsection 378(3) of the Act, the prescribed documents or class of documents are:
  1. notice of registered office address received under section 30 of the Act;
  2. notice of directors received under sections 81 and 91 of the Act; and
  3. a certificate and attached articles and charter by-laws filed under the Canada Cooperatives Associations Act.
Canada Not-for-profit Corporations Regulations
# Proposed regulation description
1 Amendment section 38 For the purpose of section 238 of the Act, prescribed period is 6 years following the date of the corporation's dissolution.
2 New For the purpose of subsection 283(3) of the Act, the prescribed period is:
  1. two years after the day on which the Director receives the document for annual returns received under section 278 of the Act and after the day on which the Director issues a document evidencing satisfaction of the Director, as required under subsection 213(1) of the Act;
  2. three years after the day on which the Director receives the document for financial statements received under section 176 of the Act; and
  3. six years for an application for an exemption under subsection 2(6), 104(3), 160(2), 162(5) or 171(2) or section 173, 190 or 271 of the Act.
New For the purpose of subsection 283(3) of the Act, the prescribed documents or class of documents are:
  1. notice of registered office address received under section 20 of the Act;
  2. notice of directors received under sections 128 and 134 of the Act; and
  3. letters patent, supplemental letters patent, by-laws or any document evidencing surrender of charter issued under prior legislation.
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