Bill S-19

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First Reading

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	PRÉSENTATION DE RENSEIGNEMENTS D'ORDRE FINANCIER
	74. Section 156 of the Act is replaced by the following:
Exemption	156. The Director may, on application of a corporation, authorize the corporation to omit from its financial statements any item prescribed, or to dispense with the publication of any particular financial statement prescribed, and the Director may, if the Director reasonably believes that disclosure of the information contained in the statements would be detrimental to the corporation, permit the omission on any reasonable conditions that the Director thinks fit.
	75. Subsection 157(2) of the Act is replaced by the following:
Examination	(2) Shareholders of a corporation and their personal representatives may on request examine the statements referred to in subsection (1) during the usual business hours of the corporation and may make extracts free of charge.
	76. Subsection 158(1) of the Act is replaced by the following:
Approval of financial statements	158. (1) The directors of a corporation shall approve the financial statements referred to in section 155 and the approval shall be evidenced by the manual signature of one or more directors or a facsimile of the signatures reproduced in the statements .
1994, c. 24, s. 17	77. Section 160 of the Act is replaced by the following:
Copies to Director	160. (1) A distributing corporation, any of the issued securities of which remain outstanding and are held by more than one person, shall send a copy of the documents referred to in section 155 to the Director
	(a) not less than twenty-one days before each annual meeting of shareholders, or without delay after a resolution referred to in paragraph 142(1)(b) is signed; and
	(b) in any event within fifteen months after the last preceding annual meeting should have been held or a resolution in lieu of the meeting should have been signed, but no later than six months after the end of the corporation's preceding financial year .
Subsidiary corporation exemption	(2) A subsidiary corporation is not required to comply with this section if
	(a) the financial statements of its holding corporation are in consolidated or combined form and include the accounts of the subsidiary; and
	(b) the consolidated or combined financial statements of the holding corporation are included in the documents sent to the Director by the holding corporation in compliance with this section.
Offence	(3) A corporation that fails to comply with this section is guilty of an offence and is liable on summary conviction to a fine not exceeding five thousand dollars.
	78. (1) Subsection 161(2) of the Act is replaced by the following:
Independence	(2) For the purposes of this section, independence is a question of fact, and a person is deemed not to be independent if the person or the person's partner, employee or shareholder
	(a) is a director, officer or employee of the corporation or any of its affiliates;
	(b) beneficially owns or controls, directly or indirectly, a material interest in the securities of the corporation or any of its affiliates; or
	(c) has been a receiver, receiver-manager, liquidator or trustee in bankruptcy of the corporation or any of its affiliates within two years of the proposed appointment of the person as auditor of the corporation.
	(2) Subsection 161(5) of the French version of the Act is replaced by the following:
Dispense	(5) Le tribunal, s'il est convaincu de ne pas causer un préjudice injustifié aux actionnaires, peut, à la demande de tout intéressé, dispenser, même rétroactivement, le vérificateur de l'application du présent article, aux conditions qu'il estime indiquées .
	79. Subsection 163(1) of the Act is replaced by the following:
Dispensing with auditor	163. (1) The shareholders of a corporation that is not a distributing corporation may resolve not to appoint an auditor.
	80. Subsection 168(6) of the Act is replaced by the following:
Other statements	(5.1) In the case of a proposed replacement of an auditor, whether through removal or at the end of the auditor's term, the following rules apply with respect to other statements:
	(a) the corporation shall make a statement on the reasons for the proposed replacement; and
	(b) the proposed replacement auditor may make a statement in which he or she comments on the reasons referred to in paragraph (a).
Circulating statement	(6) The corporation shall send a copy of the statements referred to in subsections (5) and (5.1) without delay to every shareholder entitled to receive notice of a meeting referred to in subsection (1) and to the Director, unless the statement is included in or attached to a management proxy circular required by section 150.
	81. Section 170 of the Act is amended by adding the following after subsection (2):
No civil liability	(3) A person who in good faith makes an oral or written communication under subsection (1) or (2) is not liable in any civil proceeding arising from having made the communication.
	82. Subsection 171(2) of the Act is replaced by the following:
Exemption	(2) The Director may, on the application of a corporation, authorize the corporation to dispense with an audit committee, and the Director may, if satisfied that the shareholders will not be prejudiced, permit the corporation to dispense with an audit committee on any reasonable conditions that the Director thinks fit.
	83. (1) Paragraph 173(1)(b) of the Act is replaced by the following:
	(b) change the province in which its registered office is situated;
	(2) Paragraph 173(1)(c) of the French version of the Act is replaced by the following:
	c) d'ajouter , de modifier ou de supprimer toute restriction quant à ses activités commerciales;
	84. (1) The portion of subsection 174(1) of the Act before paragraph (a) is replaced by the following:
Constraints on shares	174. (1) Subject to sections 176 and 177, a distributing corporation, any of the issued shares of which remain outstanding and are held by more than one person, may by special resolution amend its articles in accordance with the regulations to constrain
1991, c. 47, s. 722(2)	(2) Paragraph 174(1)(d) of the Act is replaced by the following:
	(d) the issue, transfer or ownership of shares of any class or series in order to assist the corporation to comply with any prescribed law.
	85. Subsection 177(1) of the Act is replaced by the following:
Delivery of articles	177. (1) Subject to any revocation under subsection 173(2) or 174(5), after an amendment has been adopted under section 173, 174 or 176 articles of amendment in the form that the Director fixes shall be sent to the Director.
	86. (1) Subsection 180(1) of the English version of the Act is replaced by the following:
Restated articles	180. (1) The directors may at any time, and shall when reasonably so directed by the Director, restate the articles of incorporation.
	(2) Subsection 180(2) of the Act is replaced by the following:
Delivery of articles	(2) Restated articles of incorporation in the form that the Director fixes shall be sent to the Director.
	87. Subsections 183(3) and (4) of the Act are replaced by the following:
Right to vote	(3) Each share of an amalgamating corporation carries the right to vote in respect of an amalgamation agreement whether or not it otherwise carries the right to vote.
Class vote	(4) The holders of shares of a class or series of shares of each amalgamating corporation are entitled to vote separately as a class or series in respect of an amalgamation agreement if the amalgamation agreement contains a provision that, if contained in a proposed amendment to the articles, would entitle such holders to vote as a class or series under section 176.
1994, c. 24, s. 20	88. (1) Subparagraph 184(1)(b)(ii) of the Act is replaced by the following:
	(ii) except as may be prescribed, the articles of amalgamation shall be the same as the articles of the amalgamating holding corporation, and
	(2) Subparagraph 184(2)(b)(ii) of the Act is replaced by the following:
	(ii) except as may be prescribed, the articles of amalgamation shall be the same as the articles of the amalgamating subsidiary corporation whose shares are not cancelled, and
	89. Subsection 185(1) of the Act is replaced by the following:
Sending of articles	185. (1) Subject to subsection 183(6), after an amalgamation has been adopted under section 183 or approved under section 184, articles of amalgamation in the form that the Director fixes shall be sent to the Director together with the documents required by sections 19 and 106.
1994, c. 24, s. 21	90. Subsection 186.1(4) of the Act is replaced by the following:
Notice deemed to be articles	(4) For the purposes of section 262, a notice referred to in subsection (3) is deemed to be articles that are in the form that the Director fixes .
	91. (1) Subsection 187(3) of the Act is replaced by the following:
Articles of continuance	(3) Articles of continuance in the form that the Director fixes shall be sent to the Director together with the documents required by sections 19 and 106.
	(2) Subsection 187(11) of the French version of the Act is replaced by the following:
Autorisation des mentions relatives à la valeur nominale ou au pair	(11) Au cas où le directeur, saisi par une personne morale, décide qu'il est pratiquement impossible de supprimer la référence aux actions à valeur nominale ou au pair d'une catégorie ou d'une série que celle-ci était autorisée à émettre avant sa prorogation en vertu de la présente loi, il peut, par dérogation au paragraphe 24(1), l' autoriser à maintenir, dans ses statuts, la désignation de ces actions, même non encore émises, comme actions à valeur nominale ou au pair.
1994, c. 24, s. 22; 1998, c. 1, s. 381	92. (1) Subsections 188(1) to (2.1) of the Act are replaced by the following:
Continuance - other jurisdictions	188. (1) Subject to subsection (10), a corporation may apply to the appropriate official or public body of another jurisdiction requesting that the corporation be continued as if it had been incorporated under the laws of that other jurisdiction if the corporation
	(a) is authorized by the shareholders in accordance with this section to make the application; and
	(b) establishes to the satisfaction of the Director that its proposed continuance in the other jurisdiction will not adversely affect creditors or shareholders of the corporation.
Continuance - other federal Acts	(2) 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 Cooperatives Act, the Insurance Companies Act or the Trust and Loan Companies Act.
	(2) Subsection 188(8) of the Act is replaced by the following:
Notice deemed to be articles	(8) For the purposes of section 262, a notice referred to in subsection (7) is deemed to be articles that are in the form that the Director fixes .
	93. (1) The portion of subsection 189(1) of the Act before paragraph (a) is replaced by the following:
Borrowing powers	189. (1) Unless the articles or by-laws of or a unanimous shareholder agreement relating to a corporation otherwise provide, the directors of a corporation may, without authorization of the shareholders,
	(2) Paragraphs 189(1)(b) and (c) of the Act are replaced by the following:
	(b) issue, reissue, sell, pledge or hypothecate debt obligations of the corporation;
	(c) give a guarantee on behalf of the corporation to secure performance of an obligation of any person; and
	94. (1) Paragraph 190(1)(b) of the French version of the Act is replaced by the following:
	b) de modifier ses statuts, conformément à l'article 173, afin d'ajouter , de modifier ou de supprimer toute restriction à ses activités commerciales;
	(2) Subsection 190(1) of the Act is amended by striking out the word ``or'' at the end of paragraph (d), by adding the word ``or'' at the end of paragraph (e) and by adding the following after paragraph (e):
	(f) carry out a going-private transaction or a squeeze-out transaction.
	(3) Section 190 of the Act is amended by adding the following after subsection (2):
If one class of shares	(2.1) The right to dissent described in subsection (2) applies even if there is only one class of shares.
	95. Subsection 191(4) of the Act is replaced by the following:
Articles of reorganiza- tion	(4) After an order referred to in subsection (1) has been made, articles of reorganization in the form that the Director fixes shall be sent to the Director together with the documents required by sections 19 and 113, if applicable.
	96. (1) Paragraph 192(1)(f) of the Act is replaced by the following:
	(f) an exchange of securities of a corporation for property, money or other securities of the corporation or property, money or securities of another body corporate;
	(f.1) a going-private transaction or a squeeze-out transaction in relation to a corporation;
	(2) Subsection 192(3) of the French version of the Act is replaced by the following:
Demande d'approbation au tribunal	(3) Lorsqu'il est pratiquement impossible pour la société qui n'est pas insolvable d'opérer, en vertu d'une autre disposition de la présente loi, une modification de structure équivalente à un arrangement, elle peut demander au tribunal d'approuver, par ordonnance, l'arrangement qu'elle propose.
	(3) Subsection 192(6) of the Act is replaced by the following:
Articles of arrangement	(6) After an order referred to in paragraph (4)(e) has been made, articles of arrangement in the form that the Director fixes shall be sent to the Director together with the documents required by sections 19 and 113, if applicable.
	97. Section 193 of the Act and the heading before it are replaced by the following:

Bill S-19

PRÉSENTATION DE RENSEIGNEMENTS D'ORDRE FINANCIER