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Bill C-12

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Act ceases to apply

(5) This Act ceases to apply to the corporation on the date shown in the certificate of discontinuance.

Non-applicati on

(6) For greater certainty, section 185 does not apply to a corporation that amalgamates pursuant to one of the Acts referred to in subsection (1).

1991, c. 47, s. 723(2)

22. (1) Subsection 188(1) of the Act is replaced by the following:

Continuance (other jurisdictions)

188. (1) Subject to subsections (2) and (10), a corporation

    (a) that is authorized by the shareholders in accordance with this section, and

    (b) that establishes to the satisfaction of the Director that its proposed continuance in another jurisdiction will not adversely affect creditors or shareholders of the corporation

may apply to the appropriate official or public body of the other jurisdiction requesting that the corporation be continued as if it had been incorporated under the laws of that other jurisdiction.

(2) Section 188 of the Act is amended by adding the following after subsection (2):

Continuance (other federal Acts)

(2.1) A corporation that is authorized by the shareholders in accordance with this section may apply to the appropriate Minister for its continuance under the Bank Act, the Canada Cooperative Associations Act, the Insurance Companies Act or the Trust and Loan Companies Act.

1991, c. 47, s. 723(4)

(3) Subsection 188(7) of the Act is replaced by the following:

Discontinuanc e

(7) On receipt of a notice satisfactory to the Director that the corporation has been continued under the laws of another jurisdiction or under one of the Acts referred to in subsection (2.1), the Director shall file the notice and issue a certificate of discontinuance in accordance with section 262.

(4) The portion of subsection 188(10) of the French version of the Act before paragraph (a) is replaced by the following:

Interdiction

(10) La loi de toute autre autorité législative sous le régime de laquelle la société est prorogée sous forme de personne morale doit prévoir que :

23. Paragraphs 190(1)(c) and (d) of the Act are replaced by the following:

    (c) amalgamate otherwise than under section 184;

    (d) be continued under section 188; or

24. (1) Subsection 192(5) of the Act is replaced by the following:

Notice to Director

(5) An applicant for any interim or final order 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.

(2) Subsections 192(7) and (8) of the Act are replaced by the following:

Certificate of arrangement

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

Effect of certificate

(8) An arrangement becomes effective on the date shown in the certificate of arrangement.

25. Paragraph 212(2)(b) of the Act is replaced by the following:

    (b) published notice of that decision in the Canada Gazette and in the periodical referred to in section 129.

26. The Act is amended by adding the following after section 258:

Electronic filing

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.

Time of receipt

(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.

Exemption

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.

27. Paragraph 261(1)(c) of the Act is replaced by the following:

    (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;

28. (1) Subsection 262(2) of the Act is replaced by the following:

Filing of articles and statements

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

    (a) the articles or the statement shall be signed by a director or an officer of the corporation or, in the case of articles of incorporation, by an incorporator; and

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

      (i) record the date of the filing,

      (ii) issue the appropriate certificate,

      (iii) file 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,

      (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.

(2) Subsection 262(4) of the Act is repealed.

(3) Subsection 262(5) of the Act is replaced by the following:

Date of certificate

(5) Notwithstanding subsection (3), a certificate of discontinuance may be dated as of the day on which the corporation amalgamates pursuant to another Act or is continued.

29. The Act is amended by adding the following after section 262:

Signature

262.1 A signature required on a certificate issued by the Director under this Act may be printed or otherwise mechanically reproduced on the certificate or may be in accordance with the regulations made under paragraph 261(1)(c.1).

30. Subsections 267(1) and (2) of the Act are replaced by the following:

Records of Director

267. (1) Records required by this Act to be maintained by the Director

    (a) may be in bound or loose-leaf form or in photographic film form; or

    (b) may be entered or recorded by any system of mechanical or electronic data processing or by any other information storage device that is capable of reproducing any required information in intelligible form within a reasonable time.

Obligation to furnish

(2) Where records are maintained by the Director otherwise than in written form,

    (a) the Director shall furnish any copy required to be furnished under subsection 266(2) in intelligible form; and

    (b) a report reproduced from those records, if it is certified by the Director, is admissible in evidence to the same extent as the original records would have been.

31. The Act is amended by adding the following after section 267:

Form of publication

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.

32. Subsection 268(7) of the Act is replaced by the following:

Idem

(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.

Review of Canada Business Corporations Act

33. (1) Within three years after the day on which this Act is assented to, the Minister shall cause to be laid before both Houses of Parliament a report on the provisions and operation of the Canada Business Corporations Act, including any recommendations for amendments to that Act.

Reference to parliamentary committee

(2) The report stands referred to the committee of the House of Commons, or of both Houses of Parliament, that is designated or established for that purpose, which shall

    (a) as soon as possible thereafter review the report and undertake a comprehensive review of the provisions and operation of the Canada Business Corporations Act; and

    (b) report to the House of Commons, or to both Houses of Parliament, within one year after the laying of the report of the Minister or any further time that the House of Commons, or both Houses of Parliament, may authorize.

CONSEQUENTIAL AMENDMENTS

New Terminology

References

34. (1) The expression ``Loi sur les sociétés par actions'' is replaced by the expression ``Loi canadienne sur les sociétés par actions''

    (a) the long title of the Air Canada Public Participation Act, and subsections 2(2) and (3), 5(1) and (3) and 6(2), section 9 and subsections 11(1) and 14(1) and (2) of that Act;

    (b) subsection 33(1) of the Bank Act;

    (c) paragraph 49(7)(b) of the Canada Business Corporations Act;

    (d) subsection 7(1) of the Canada Cooperative Associations Act;

    (e) subsection 701(2) of the Canada Shipping Act;

    (f) section 16 of the Canadian Centre on Substance Abuse Act;

    (g) subsection 34(1) of the Canadian Payments Association Act;

    (h) section 59 of the Competition Tribunal Act;

    (i) section 103 and subsection 114(6) of the Financial Administration Act;

    (j) section 2 of the Government Corporations Operation Act;

    (k) subsection 15(2) of the Green Shield Canada Act;

    (l) subsections 32(1) and 39(1) and section 40 of the Insurance Companies Act;

    (m) the definition ``compagnie'' in section 2 of the National Energy Board Act;

    (n) subsections 2(2) and (3), 4(1) and 8(3) of the Petro-Canada Public Participation Act;

    (o) subsection 10.1(2) of the Railway Act;

    (p) subsections 2(2) and (3), 6(1) and (3) and 7(2), sections 10 and 15 and subsection 18(1) of the Telesat Canada Reorganization and Divestiture Act;

    (q) subsections 31(1) and 38(1) and section 39 of the Trust and Loan Companies Act; and

    (r) section 26 of the United Grain Growers Act.

Idem

(2) The expression ``Loi sur les sociétés par actions'' is replaced by the expression ``Loi canadienne sur les sociétés par actions'' in any provision of an Act of Parliament, other than a provision referred to in subsection (1), in any instrument made under an Act of Parliament and in any other document, unless the context otherwise requires.

Idem

(3) The expression ``Loi sur les sociétés commerciales canadiennes'' is replaced by the expression ``Loi canadienne sur les sociétés par actions'' in subsections 2(2) and (3) and 4(1) and (2) of the Teleglobe Canada Reorganization and Divestiture Act.

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