Part 1 amends the Canada Business Corporations Act, the Canada Cooperatives Act and the Canada Not-for-profit Corporations Act to, among other things,

Her Majesty, by and with the advice and consent of the Senate and House of Commons of Canada, enacts as follows:

incapable, in respect of an individual, means that the individual is found, under the laws of a province, to be unable, other than by reason of minority, to manage their property or is declared to be incapable by any court in a jurisdiction outside Canada; (incapable)

prior legislation means the various Acts of Parliament that were in force prior to the coming into force of this Act and that applied to the incorporation of federal companies under those Acts, other than any financial institution as defined in section 2 of the Bank Act; (législation antérieure)

Incorporators

5 (1) One or more individuals or bodies corporate may incorporate a corporation by signing articles of incorporation and complying with section 7.

Individuals

(2)  Insertion start An individual may Insertion end incorporate a corporation Insertion start only if that individual Insertion end

• (a) is not less than 18 years of age;

• (b) is Insertion start not incapable Insertion end ; or

• (c)  Insertion start does not have Insertion end the status of bankrupt.

Reserving name

11 (1) The Director may, on request, reserve for Insertion start a prescribed period a Insertion end name for an intended corporation or for a corporation Insertion start that intends Insertion end to change its name.

Prohibited names

12 (1) A corporation shall not be incorporated or continued as a corporation under this Act with, Insertion start change its name to Insertion end , or have, carry on business under or identify itself by a name that is prohibited Insertion start by the regulations Insertion end or that Insertion start does not meet the Insertion end prescribed Insertion start requirements Insertion end .

Directing change of name

(2) The Director may direct a corporation to change its name in accordance with section 173 if, through inadvertence or otherwise, the corporation Insertion start acquires Insertion end a name that is Insertion start prohibited by the regulations Insertion end or Insertion start that does not meet the prescribed requirements Insertion end .

Revoking name

(5)  Insertion start If Insertion end a corporation has Insertion start not followed Insertion end a directive under subsection (2), (4) or (4.‍1) within the Insertion start prescribed period Insertion end , the Director may revoke the name of the corporation and assign a name to it and, until changed in accordance with section 173, the name of the corporation is the name assigned Insertion start by Insertion end the Insertion start Director Insertion end .

Certificat de modification

13 (1) En cas de changement de dénomination sociale Insertion start au titre du Insertion end paragraphe 12(5), le directeur délivre un certificat Insertion start de modification Insertion end indiquant la nouvelle dénomination sociale et publie, dans les meilleurs délais, un avis du changement dans une publication Insertion start destinée Insertion end au grand public.

Effet du certificat

(2) Les statuts de la société sont modifiés Insertion start en conséquence à compter de Insertion end la date Insertion start précisée Insertion end dans le certificat de Insertion start modification Insertion end .

Avis

(2) Avis Insertion start du lieu Insertion end où est maintenu le siège social est envoyé au directeur, en la forme établie par lui, Insertion start avec les Insertion end clauses pertinentes des statuts Insertion start désignant ou modifiant Insertion end la province Insertion start où le siège social est situé Insertion end .

Restriction regarding bearer shares

29.‍1 (1) Despite section 29, a corporation shall not issue, in bearer form, a certificate, warrant or other evidence of a conversion privilege, option or right to acquire a share of the corporation.

Replacement

(2) A corporation shall, on the request of a holder of a certificate, warrant or other evidence of a conversion privilege, option or right to acquire a share of the corporation that is in bearer form and that was issued before the coming into force of this section, issue in exchange to that holder, in registered form, a certificate, warrant or other evidence, as the case may be.

Fractional share

(15) A corporation may issue for Insertion start each Insertion end fractional share, a certificate Insertion start in registered form Insertion end or scrip certificates Insertion start in registered form Insertion end that entitle the holder to receive a certificate for a full share Insertion start in exchange for Insertion end scrip certificates Insertion start equalling Insertion end a full share.

Replacement

(15.‍1) On the request of a holder of a certificate for a fractional share or of a scrip certificate, a corporation shall, if the certificate is in bearer form and was issued before the coming into force of this subsection, issue in exchange to that holder, in registered form, a certificate for a fractional share or a scrip certificate, as the case may be.

• (b) a personal representative of a registered security holder who is an infant, an Insertion start incapable Insertion end person or a missing person; or

Securities fungible

54 Unless otherwise agreed and subject to the Insertion start provisions of this Act Insertion end , of any Insertion start other Insertion end applicable Insertion start Act of Parliament, of any applicable Act of Insertion end the Insertion start legislature of a province or of any applicable Insertion end regulation Insertion start made under any such Act or Insertion end to any applicable stock exchange rule, a person required to deliver securities may deliver any security of the specified issue.

• (d) if a person described in paragraph (a) is an individual and is without capacity to act by reason of death, minority or Insertion start incapability Insertion end , the person’s fiduciary;

• (b) anyone who is Insertion start incapable Insertion end ;

Election of directors

(3) Subject to Insertion start subsection (3.‍1) and Insertion end paragraph 107(b), shareholders of a corporation shall, by ordinary resolution at the first meeting of shareholders and at each succeeding annual meeting at which an election of directors is required, elect directors to hold office for a term Insertion start ending Insertion end not later than the close of the third annual meeting of shareholders following the election.

Election of directors — distributing corporations

(3.‍1) Subject to paragraph 107(b), shareholders of a distributing corporation shall, by ordinary resolution at the first meeting of shareholders and at each succeeding annual meeting at which an election of directors is required, elect directors to hold office for a term ending not later than the close of the next annual meeting of shareholders following the election.

Exceptions — certain distributing corporations

(3.‍2) Despite subsection (3.‍1), in the case of any prescribed class of distributing corporations or in any prescribed circumstances respecting distributing corporations or classes of distributing corporations, the directors are to be elected in accordance with subsection (3).

Separate vote for each candidate

(3.‍3) If the election of directors is for a prescribed corporation, a separate vote of shareholders shall be taken with respect to each candidate nominated for director.

Majority voting

(3.‍4) If, at a meeting of shareholders of a distributing corporation — other than in the case of a prescribed class of distributing corporations — at which an election of directors is required, there is only one candidate nominated for each position available on the board, each candidate is elected only if the number of votes cast in their favour represents a majority of the votes cast for and against them by the shareholders who are present in person or represented by proxy, unless the articles require a greater number of votes.

Incumbent directors

(6)  Insertion start Despite Insertion end subsections (2), (3) Insertion start to (3.‍2) Insertion end and (5), if directors are not elected at a meeting of shareholders, the incumbent directors continue in office until their successors are elected.

Vacancy

(7) If, Insertion start for either Insertion end of the Insertion start following reasons Insertion end , a meeting of shareholders fails to elect the number or the minimum number of directors required by the articles, the directors elected at that meeting may exercise all the powers of the directors if the number of directors so elected constitutes a quorum:

• Insertion start (a) Insertion end  a lack of consent, disqualification Insertion start under subsection 105(1) Insertion end or Insertion start the Insertion end death of any candidates; or

• Start of inserted block

  (b) a lack of a majority referred to in subsection (3.‍4).

  End of inserted block

Appointment of directors

(8) The directors may, Insertion start unless Insertion end the articles Insertion start otherwise Insertion end provide, appoint one or more additional directors, who shall hold office for a term Insertion start ending Insertion end not later than the close of the next annual meeting of shareholders, but the total number of directors so appointed Insertion start shall Insertion end not exceed one third of the number of directors elected at the previous annual meeting of shareholders.

Exception

(8.‍1) If a candidate was not elected during an election held in accordance with subsection (3.‍4), the candidate is not to be appointed, except in prescribed circumstances, as a director under subsection (8) or 111(1) before the next meeting of shareholders at which an election of directors is required.

regroupement d’entreprises Acquisition de la totalité ou Insertion start de la quasi-totalité Insertion end des biens d’une personne morale par une autre, fusion de personnes morales ou réorganisation similaire mettant en cause Insertion start des Insertion end personnes Insertion start morales Insertion end .‍ (business combination)

• (a) the proposal is not submitted to the corporation Insertion start within Insertion end the prescribed Insertion start period Insertion end ;

Voting list — if no record date fixed

(3) If a record date for voting is not fixed under paragraph 134(1)‍(d), the corporation shall prepare, Insertion start not Insertion end later than Insertion start 10 Insertion end days after Insertion start the Insertion end record date Insertion start that Insertion end is fixed under paragraph 134(1)‍(c) or Insertion start not Insertion end later than the record date Insertion start that is Insertion end established under paragraph 134(2)‍(a), as the case may be, an alphabetical list of shareholders who are entitled to vote as of the record date that shows the number of shares held by each shareholder.

Soliciting proxies

150 (1) A person shall not solicit proxies unless Insertion start a proxy circular Insertion end , in Insertion start the Insertion end prescribed form, is sent to the auditor of the corporation, to each shareholder whose proxy is solicited, to each director and, Insertion start in the case set out Insertion end in paragraph (b), to the corporation Insertion start as follows Insertion end :

• (a) in the case of solicitation by or on behalf of the management of a corporation, a management proxy circular, either as an appendix to or as a separate document accompanying the notice of the meeting; or

• (b) in the case of any other solicitation, a dissident’s proxy circular stating the purposes of the solicitation.

Exemption

151 (1) On the application of an interested person, the Director may exempt the person, on any terms that the Director thinks fit, from any of the requirements of section 149 or subsection 150(1) Insertion start or 153(1) Insertion end . The exemption may have Insertion start retroactive Insertion end effect.

Duty of intermediary

153 (1) Shares of a corporation that are registered in the name of an intermediary or their nominee and not beneficially owned by the intermediary must not be voted unless the intermediary, without delay after receipt of the Insertion start prescribed documents Insertion end , sends a copy of Insertion start those Insertion end documents to the beneficial owner and, except when the intermediary has received written voting instructions from the beneficial owner, a written request for such instructions.

Annual financial statements

155 (1) The directors of a corporation shall place before the shareholders at every annual meeting

• (a)  Insertion start prescribed Insertion end comparative financial statements Insertion start that conform to any Insertion end prescribed Insertion start requirements and relate Insertion end separately to

Application for exemption

156 On the application of a corporation, the Director may Insertion start exempt Insertion end the corporation, Insertion start on Insertion end any Insertion start terms that Insertion end the Director thinks fit, from any Insertion start requirement set out in section 155 or any of sections 157 Insertion end to Insertion start 160 Insertion end , if the Director reasonably believes that the Insertion start detriment that Insertion end may be Insertion start caused Insertion end to the corporation Insertion start by Insertion end the Insertion start requirement outweighs Insertion end its Insertion start benefit Insertion end to the Insertion start shareholders Insertion end or, in the Insertion start case Insertion end of Insertion start a distributing corporation Insertion end , to the Insertion start public Insertion end .

Copies to shareholders

159 (1) A corporation shall send, within a Insertion start prescribed period Insertion end , a copy of the Insertion start prescribed Insertion end documents Insertion start relating to financial disclosure Insertion end to the Insertion start prescribed shareholders and other prescribed persons Insertion end .

• (b) a person is deemed not to be independent if Insertion start they Insertion end or Insertion start their Insertion end business partner

PART XIV.‍1 

Disclosure Relating to Diversity

Diversity in corporations

172.‍1 (1) The directors of a prescribed corporation shall place before the shareholders, at every annual meeting, the prescribed information respecting diversity among the directors and among the members of senior management as defined by regulation.

Information to shareholders and Director

(2) The corporation shall send the information referred to in subsection (1), along with the notice referred to in subsection 135(1), to each shareholder, except to a shareholder who has informed the corporation in writing that they do not want to receive that information. The corporation shall concurrently send the information to the Director.

Issued shares

(8) Subject to Insertion start subsections (9) and Insertion end 49(8), a share of a body corporate issued before the body corporate was continued under this Act is deemed to have been issued in compliance with this Act and with the provisions of the articles of continuance irrespective of whether the share is fully paid and irrespective of any designation, rights, privileges, restrictions or conditions set out on or referred to in the certificate representing the share. Continuance under this section does not deprive a holder of any right or privilege that the holder claims under, or relieve the holder of any liability in respect of, an issued share.

Convertible shares

(9)  Insertion start If Insertion end a corporation continued under this Act had, before it was so continued, issued a share certificate in registered form that is convertible to bearer form, the corporation Insertion start shall not Insertion end , if a holder of such a share certificate exercises the conversion privilege attached Insertion start to the certif- Insertion end Insertion start icate Insertion end , issue a share certificate in bearer form.

Opérations de fermeture

193 La société peut effectuer une opération de fermeture. Insertion start Toutefois Insertion end , si l’éventuelle législation provinciale en matière de valeurs mobilières Insertion start s’applique dans son cas Insertion end , elle Insertion start ne peut le faire à moins de s’y conformer Insertion end .

Application of Part

208 (1) This Part, other than sections 209 and 212, does not apply to a corporation that is an insolvent person or a bankrupt as those terms are defined in Insertion start section Insertion end 2 of the Bankruptcy and Insolvency Act.

Staying proceedings

(2) Any proceedings taken under this Part to dissolve or to liquidate and dissolve a corporation shall be stayed if the corporation is at any time found, in a proceeding under the Bankruptcy and Insolvency Act, to be an insolvent person as defined in Insertion start section Insertion end 2 of that Act.

Revival

209 (1) When a Insertion start corporation or other Insertion end body corporate is dissolved under this Part, section 268 of this Act, section 261 of the Canada Business Corporations Act, chapter 33 of the Statutes of Canada, 1974-75-76, or subsection 297(6) of the Canada Not-for-profit Corporations Act, any interested person may apply to the Director to have the Insertion start dissolved corporation or other Insertion end body corporate revived as a corporation under this Act.

Certificat de reconstitution

(3)  Insertion start À la Insertion end réception des clauses de reconstitution, le directeur Insertion start délivre Insertion end un certificat de reconstitution Insertion start au titre de Insertion end l’article 262 si :

• (a) the Insertion start dissolved corporation or other Insertion end body corporate has fulfilled all conditions precedent that the Director considers reasonable; and

• b)  Insertion start d’autre part Insertion end , il n’y a aucun motif valable d’en refuser la délivrance.

Date of revival

(3.‍1)  Insertion start The dissolved corporation or other Insertion end body corporate is revived as a corporation under this Act on the date shown on the certificate of revival.

Rights and obligations preserved

(4) Subject to any reasonable terms that may be imposed by the Director, to the rights acquired by any person after its dissolution and to any changes to the internal affairs of the corporation Insertion start or other body corporate Insertion end after its dissolution, the revived corporation is, in the same manner and to the same extent as if it had not been dissolved,

• (a) a shareholder, a director, an officer, an employee and a creditor of the dissolved corporation Insertion start or other body corporate Insertion end ;

• (b) a person who has a Insertion start contract — other than, in Quebec, a contract by gratuitous title Insertion end  — with the dissolved corporation Insertion start or other body corporate Insertion end ;

• (c) a person who, although at the time of dissolution of the corporation Insertion start or other body corporate Insertion end was not a person described in paragraph (a), would be such a person if a certificate of revival is issued under this section; and

• (d) a trustee in bankruptcy Insertion start or liquidator Insertion end for the dissolved corporation Insertion start or other body corporate Insertion end .

• b) d’avoir publié un avis de son intention dans une publication Insertion start destinée Insertion end au grand public.

• b) d’intention de dissolution, s’il s’agit d’une ordonnance de liquidation et de dissolution sous Insertion start la Insertion end surveillance Insertion start du tribunal Insertion end ; il en fait publier un avis dans une publication Insertion start destinée Insertion end au grand public.

• (e) keep accounts of the moneys of the corporation received and paid out by Insertion start the liquidator Insertion end ;

Custody of documents

225 (1) A person who has been granted custody of the documents and records of a dissolved corporation remains liable to produce Insertion start those Insertion end documents and records until Insertion start the end Insertion end of Insertion start the prescribed period Insertion end or of any shorter period Insertion start fixed by an order made Insertion end under subsection 223(5).

Publication

(3) Le directeur Insertion start publie Insertion end dans une publication Insertion start destinée Insertion end au grand public les renseignements qu’il a obtenus en vertu du présent article lorsque les conditions Insertion start ci-après Insertion end sont réunies :

Définition de marché organisé

(4) Pour l’application du présent article, marché organisé s’entend d’une bourse reconnue à laquelle est cotée la catégorie de valeurs mobilières ou d’un marché qui publie régulièrement le cours de cette catégorie dans une publication Insertion start destinée Insertion end au grand public.

Exemplaires

(3) Dans le cas où une disposition de la présente loi Insertion start ou de ses règlements Insertion end exige la fourniture d’un ou de plusieurs exemplaires d’un document à un seul destinataire dans le même envoi, la transmission d’un document électronique satisfait à l’obligation.

Content and form of documents

258.‍1 The Director may establish the requirements for the content and fix the form, including electronic or other forms, of notices and Insertion start other Insertion end documents sent to or issued by the Director under this Act Insertion start and, in so doing, the Director may specify, among other things Insertion end ,

• (b) the persons or classes of persons who may Insertion start sign or Insertion end transmit the notices and Insertion start other Insertion end documents;

• (c) their signature in electronic or other form, or Insertion start the actions Insertion end that Insertion start are Insertion end to have the same effect for the purposes of this Act as their signature; Insertion start and Insertion end

• d) les circonstances — Insertion start notamment le moment Insertion end et le lieu — dans Insertion start lesquelles Insertion end les avis et documents électroniques sont présumés avoir été envoyés ou reçus.

Exemption

258.‍3 The Director may, in the prescribed circumstances and on any conditions that the Director considers appropriate, exempt any corporation or any other person from a requirement set out in subsection 135(1), section 149 or subsection 150(1), 153(1) or 159(1) to send any notices or other documents, or classes of notices or other documents.

• (a)  Insertion start providing for anything that Insertion end by this Act Insertion start is Insertion end to be prescribed or Insertion start provided for by the regulations Insertion end ;

• (b) requiring the payment of a fee in respect of the Insertion start receipt Insertion end , examination, filing, Insertion start issuance Insertion end or copying of any document, or in respect of any action that the Director is required or authorized to take under this Act, and prescribing the amount of the fee or the manner of determining the fee;

• c) prévoir les modalités de paiement des droits, Insertion start notamment les modalités Insertion end de temps, les droits supplémentaires qui peuvent être imposés pour les paiements en souffrance, ainsi que les circonstances dans lesquelles les droits peuvent être remboursés en tout ou en partie;

• Start of inserted block

  (f) respecting the powers that may be granted by a shareholder in a form of proxy;

  End of inserted block

Payment of fees

261.‍1  Insertion start A Insertion end fee in respect of the Insertion start receipt Insertion end or copying of any document shall be paid to the Director Insertion start when it is received Insertion end or Insertion start copied Insertion end , Insertion start and a Insertion end fee in respect of the examination, filing or Insertion start issuance of any document Insertion end or in respect of any action that the Director is required or authorized to take Insertion start shall be paid to Insertion end the Director before the Insertion start document is examined, filed or issued Insertion end or the action is Insertion start taken Insertion end .

Sending of articles and statements

(2)  Insertion start If Insertion end this Act requires that articles or a statement relating to a corporation be sent to the Director, on receiving the articles or statement in the form that the Director fixes, any other required documents and the required fees, the Director shall

• (a) record the date of Insertion start receipt Insertion end ;

• (b) issue the appropriate certificate;

• Insertion start (c) Insertion end  send the certificate, or a copy, image or photographic, electronic or other reproduction of the certificate, to the corporation or its agent or mandatary; and

• Insertion start (d) Insertion end  publish a notice of the issuance of the certificate in a publication generally available to the public.

Publication

262.‍2 The Director must publish, in a publication generally available to the public, a notice of any decision made by the Director granting an application made under subsection 2(6), 10(2), 82(3) or 151(1), section 156 or subsection 171(2) or 187(11).

Annual return

263 Every corporation shall send to the Director an annual return in the form and Insertion start within Insertion end the Insertion start period Insertion end that the Director fixes.

Avis

(8) Le directeur donne sans délai avis des modifications importantes apportées par le certificat rectifié dans une publication Insertion start destinée Insertion end au grand public.

Inspection

266 (1) A person who has paid the required fee is entitled during usual business hours to examine and make copies of or Insertion start take Insertion end extracts from a document, except a report sent to the Director under subsection 230(2), Insertion start that is Insertion end required to be sent to the Director Insertion start under Insertion end this Act Insertion start or that was required to be sent to a person performing a similar function under prior legislation Insertion end .

Copies or extracts

(2) The Director shall, Insertion start on request, provide Insertion end any person with a copy, extract, certified copy or certified extract of a document Insertion start that may Insertion end be Insertion start examined Insertion end under subsection Insertion start (1) Insertion end .

Director’s obligation to keep documents

267 (1) Documents that are received and accepted by the Director under this Act or that were received and accepted by a person performing a similar function under prior legislation shall be kept by the Director, in any form.

Obligation to furnish

(2)  Insertion start If documents Insertion end are Insertion start kept Insertion end by the Director otherwise than in written form,

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

Time period for keeping and producing documents

(3) The Director is not required to Insertion start keep or Insertion end produce any document Insertion start or class of documents Insertion end  — other than a certificate and any attached articles or statement Insertion start received Insertion end under section 262 Insertion start and other prescribed documents or prescribed class of documents Insertion end  — after the Insertion start end Insertion end of the period prescribed Insertion start for the keeping or production of the document or class of documents Insertion end .

Traitement de l’information

267.‍1 Les renseignements et avis que le directeur est tenu, en Insertion start application Insertion end de la présente loi, de résumer dans une publication Insertion start destinée Insertion end au grand public ou de publier peuvent être résumés ou publiés à l’aide de tout procédé mécanique ou électronique de traitement des données ou de mise en mémoire de l’information susceptible de donner, dans un délai raisonnable, les renseignements ou avis demandés sous une forme compréhensible.

incapable, in respect of an individual, means that the individual is found, under the laws of a province, to be unable, other than by reason of minority, to manage their property or is declared to be incapable by any court in a jurisdiction outside Canada.‍ (incapable)

prior legislation means the Canada Cooperative Associations Act, chapter 6 of the Statutes of Canada, 1970-71-72.‍ (législation antérieure)

Persons not to be incorporators

(2) An application under subsection (1) Insertion start is Insertion end not Insertion start to be made by Insertion end

• (b) an individual who is Insertion start incapable Insertion end ; or

Reliance on articles

(2) For the purposes of paragraphs (1)‍(b) and (c), the Director may rely on the articles required by section 10.

Reservation of name

22 The Director may, on request, reserve for Insertion start a prescribed period Insertion end a name for an intended cooperative or for Insertion start a cooperative Insertion end that intends to change its name.

Prohibited names

23 A cooperative Insertion start must Insertion end not be incorporated Insertion start or continued as a cooperative under this Act Insertion end with, Insertion start change its name to, or Insertion end have, carry on business under or identify itself by a name that is prohibited Insertion start by the regulations Insertion end or Insertion start that does not meet the Insertion end prescribed Insertion start requirements Insertion end .

Direction to change name

24 (1) The Director may direct a cooperative to change its name Insertion start in accordance with Insertion end section Insertion start 289 Insertion end if, Insertion start through inadvertence Insertion end or Insertion start otherwise Insertion end , the cooperative Insertion start acquires a Insertion end name Insertion start that Insertion end is Insertion start prohibited by Insertion end the Insertion start regulations or that does not meet the prescribed requirements Insertion end .

Revocation of name

(2) If a cooperative has not Insertion start followed Insertion end a Insertion start directive Insertion end under subsection (1) Insertion start or (3) Insertion end within the Insertion start prescribed period Insertion end , the Director may Insertion start revoke Insertion end the name of the cooperative and Insertion start assign Insertion end a new name to it Insertion start and, until changed in accordance with section 289, the name Insertion end of Insertion start the cooperative Insertion end is Insertion start the name assigned by the Director Insertion end .

Certificate of amendment

24.‍1 (1) If the Director assigns a new name to a cooperative under subsection 24(2), the Director must issue a certificate of amendment showing the new name of the cooperative and must publish a notice of the change of name as soon as practicable in a publication generally available to the public.

Effect of certificate

(2) The articles of the cooperative are amended accordingly on the date shown in the certificate of amendment.

Avis

(2) Avis du lieu Insertion start où est maintenu Insertion end le siège social est envoyé au directeur, en la forme établie par lui, Insertion start avec les Insertion end clauses pertinentes des statuts Insertion start désignant Insertion end ou Insertion start modifiant le lieu où le siège social est situé Insertion end .

• (a) the proposal is not submitted to the cooperative Insertion start within Insertion end the prescribed Insertion start period Insertion end ;

List of shareholders entitled to receive notice

(5) If a record date for voting is not fixed under subsection 51(4), a cooperative must prepare, not later than 10 days after Insertion start the Insertion end record date for notice of Insertion start a Insertion end meeting Insertion start that Insertion end is fixed under subsection 51(3) or not later than the record date Insertion start that is Insertion end referred to in subsection 51(5), as the case may be, an alphabetical list of shareholders who are entitled to receive notice of a meeting of shareholders as of the record date that shows the number of shares held by each shareholder.

• (c)  Insertion start is incapable Insertion end ; or

Majority voting

(10.‍1) If, at a meeting of persons who are entitled to elect or appoint directors of a distributing cooperative — other than in the case of a prescribed class of distributing cooperatives — at which an election of directors is required, there is only one candidate nominated for each position available on the board, each candidate is elected only if the number of votes cast in their favour represents a majority of the votes cast for and against them by those persons who are present in person or represented by proxy, unless the articles require a greater number of votes.

Separate vote for each candidate

(12) If the election of directors is for a prescribed cooperative, a separate vote by persons who are entitled to elect or appoint directors must be taken with respect to each candidate nominated for director.

Exception

(13) If a candidate was not elected during an election held in accordance with subsection (10.‍1), the candidate is not to be appointed, except in prescribed circumstances, as a director under subsection 85(1) before the next meeting at which an election of directors is required by persons who are entitled to elect or appoint directors.

Maximum term

84  Insertion start (1) Insertion end  Subject to section 86, no director Insertion start is entitled to Insertion end hold office for a term Insertion start that is longer Insertion end than Insertion start the following Insertion end :

• Start of inserted block

  (a) in the case of a cooperative that is not a distributing cooperative, three years; and

• (b) in the case of a distributing cooperative, one year.

  End of inserted block

Exceptions — certain distributing cooperatives

(2) Despite paragraph (1)‍(b), in the case of any prescribed class of distributing cooperatives or in any prescribed circumstances respecting distributing cooperatives or classes of distributing cooperatives, the directors are not entitled to hold office for a term that is longer than three years.

Restriction regarding bearer investment shares

142.‍1 (1) Despite section 142, a cooperative must not issue, in bearer form, a certificate, warrant or other evidence of a conversion privilege, option or right to acquire an investment share of the cooperative.

Replacement

(2) A cooperative must, on the request of a holder of a certificate, warrant or other evidence of a conversion privilege, option or right to acquire an investment share of the cooperative that is in bearer form and that was issued before the coming into force of this section, issue in exchange to that holder, in registered form, a certificate, warrant or other evidence, as the case may be.

Exemption

167 (1) On the application of any interested person, the Director may exempt, on any terms that the Director thinks fit, the person from any of the requirements of section 165 or subsection 166(1) Insertion start or 169(1). The Insertion end exemption may have Insertion start retroactive Insertion end effect.

Duty of intermediary

169 (1) Shares of a cooperative that are registered in the name of an intermediary or their nominee and not beneficially owned by the intermediary must not be voted unless the intermediary, without delay after receipt of the Insertion start prescribed Insertion end documents, sends a copy of Insertion start those documents Insertion end to the beneficial owner and, except when the intermediary has received written voting instructions from the beneficial owner, a written request for those instructions.

regroupement d’entreprises Acquisition de la totalité ou Insertion start de la quasi-totalité Insertion end des biens d’une entité par une autre, fusion d’entités ou réorganisation similaire Insertion start mettant en cause des Insertion end entités.‍ (business combination)

Fractional shares

185 (1) A cooperative may issue for Insertion start each Insertion end fractional investment share, a certificate Insertion start in registered form or Insertion end scrip certificates Insertion start in registered form Insertion end that entitle the holder to receive a certificate for a full investment share in exchange for scrip certificates equalling a full investment share.

Replacement

(1.‍1) A cooperative must, on the request of a holder of a certificate for a fractional investment share or scrip certificate that is in bearer form and that was issued before the coming into force of this subsection, issue in exchange to that holder, in registered form, a certificate for a fractional investment share or a scrip certificate, as the case may be.

• (a) the heir of a deceased security holder, or the fiduciary of the estate or succession of a deceased security holder, or of a registered security holder who is a minor, an incapable person or a missing person; or

Limitation

(2) Subsection (1) is subject to any agreement to the contrary, to Insertion start the provisions of this Act, of Insertion end any Insertion start other Insertion end applicable Act of Parliament, Insertion start of any applicable Act of Insertion end the legislature of a province or Insertion start of Insertion end any applicable regulation Insertion start made under any such Act or Insertion end to any applicable stock exchange rule.

• (d) if a person described in paragraph (a) is an individual and is without capacity to act by reason of death, minority or Insertion start incapability Insertion end , the person’s fiduciary;

Annual financial statements to members

247 (1) The directors must place before the members at every annual meeting of members

• (a)  Insertion start prescribed Insertion end comparative financial statements Insertion start that conform to any Insertion end prescribed Insertion start requirements and relate Insertion end separately to

Application for exemption

248 On the application of a cooperative, the Director may Insertion start exempt Insertion end the cooperative, on any Insertion start terms Insertion end that the Director thinks fit, from any Insertion start requirement set out in section 247 or Insertion end any Insertion start of sections 249 to 252 Insertion end , if the Director reasonably believes that the Insertion start detriment that Insertion end may be Insertion start caused Insertion end to the cooperative Insertion start by the requirement outweighs Insertion end its Insertion start benefit Insertion end to Insertion start the members Insertion end and Insertion start shareholders or, Insertion end in the Insertion start case Insertion end of Insertion start a distributing cooperative Insertion end , to the Insertion start public Insertion end .

Copies to members and shareholders

251 A cooperative shall send, Insertion start within a prescribed period Insertion end , a copy of the Insertion start prescribed Insertion end documents Insertion start relating to financial disclosure Insertion end to the Insertion start prescribed shareholders, prescribed members and other prescribed persons Insertion end .

Articles of continuance

(4) If a body corporate wishes to apply for continuance under subsection (1), articles of continuance in the form that the Director fixes must be sent to the Director, together with any information that the Director may require.

Articles of continuance and of amalgamation

(5) If a body corporate wishes to apply for continuance under subsection (2), articles of continuance and articles of amalgamation in the form that the Director fixes must be sent to the Director, together with any information that the Director may require.

Certificate of continuance

(6) The Director must issue

• (a) a certificate of continuance, on receipt of the articles of continuance, if the Insertion start Director Insertion end is satisfied that the requirements for incorporation have been met; or

• (b) a certificate of continuance and a certificate of amalgamation, on receipt of the articles of continuance and the articles of amalgamation, if the Insertion start Director Insertion end is satisfied that the requirements for incorporation and the requirements for amalgamation have been met.

Reliance on articles

(7) For the purpose of subsection (6), the Director may rely on the articles.

Issued shares

(12) Subject to section 182 Insertion start and subsection (13) Insertion end ,

Conversion privilege

(13) If a cooperative continued under this Act had, before it was so continued, issued a share certificate in registered form that is convertible to bearer form, the cooperative Insertion start must not Insertion end , if a holder of such a share certificate exercises the conversion privilege attached to the certificate, issue a share certificate in bearer form.

Export

287 (1) Subject to subsection (6) and Parts 20 and 21, a cooperative, on a special resolution of the members and, if the cooperative has issued investment shares, on a separate special resolution of the shareholders of each class, may, if it establishes to the satisfaction of the Director that its proposed continuance in another jurisdiction would not have an effect set out in any of paragraphs (a) to (d), apply to the appropriate official or public body of another jurisdiction requesting that the cooperative be continued as if it had been incorporated under the laws of that other jurisdiction, namely, that the continuance would not

Delivery of articles

291 (1) Subject to any revocation under subsection 130(5) or 289(2), after an amendment has been adopted, articles of amendment in the form that the Director fixes must be sent to the Director, together with any information that the Director may require.

Certificate of amendment

292 On receipt of articles of amendment, the Director must issue a certificate of amendment.

Attached statutory declarations

(2) A Insertion start statutory Insertion end declaration of a Insertion start director or officer Insertion end of each amalgamating cooperative must be attached to the articles of amalgamation and must establish to the Insertion start satisfaction of Insertion end the Director

Application of Part

307 (1) This Part, other than sections 308 and 311, does not apply to a cooperative that is an insolvent person or a bankrupt as those terms are defined in Insertion start section Insertion end 2 of the Bankruptcy and Insolvency Act.

Staying of proceedings

(2) Any proceedings taken under this Part to dissolve or to liquidate and dissolve a cooperative are stayed if the cooperative is at any time found, in a proceeding under the Bankruptcy and Insolvency Act, to be an insolvent person as defined in Insertion start section 2 Insertion end of that Act.

Revival

308 (1) When a cooperative is dissolved under this Part, any interested person, or any person who would be an interested person if a certificate of revival Insertion start were Insertion end issued under this section, may apply to the Director to have the Insertion start dissolved Insertion end cooperative revived Insertion start as a cooperative Insertion end under this Act.

Articles of revival

(2) Articles of revival in the form that the Director fixes must be sent to the Director.

• (a) would result in the Insertion start dissolved Insertion end cooperative

Reliance on articles

(4) For the purpose of subsection (3), the Director may rely on the articles of revival.

Date of revival

(5) A Insertion start dissolved Insertion end cooperative is revived Insertion start as a cooperative Insertion end under this Act on the date shown on the certificate of revival.

• (b) a person who has a Insertion start contract — other than, in Quebec, a contract by gratuitous title Insertion end  — with the dissolved cooperative; and

• (c) a trustee in bankruptcy Insertion start or liquidator Insertion end for the dissolved cooperative.

• b) avoir publié un avis de son intention dans une publication Insertion start destinée Insertion end au grand public.

• b) d’intention de dissolution, s’il s’agit d’une ordonnance de liquidation et de dissolution sous la surveillance du tribunal; il en fait publier un avis dans une publication Insertion start destinée Insertion end au grand public.

• a) insérée de la manière qui y est indiquée, une fois au moins chaque semaine précédant la date de l’audience, dans une publication Insertion start destinée Insertion end au grand public;

• b) insérer dans une publication Insertion start destinée Insertion end au grand public, tout en prenant des mesures raisonnables pour lui donner une certaine publicité dans chaque province ou dans tout pays étranger où la coopérative exerce ses activités commerciales, un avis obligeant :

Custody of documents

325 A person who has been granted custody of the documents of a dissolved cooperative remains liable to produce Insertion start those Insertion end documents Insertion start until the end Insertion end of the Insertion start prescribed period Insertion end or of any other shorter period fixed by an order made under subsection 322(5).

Publication

(4) Le directeur Insertion start publie Insertion end dans une publication Insertion start destinée Insertion end au grand public les renseignements Insertion start qu’il a Insertion end obtenus en vertu du présent article lorsque les conditions Insertion start ci-après Insertion end sont réunies :

Définition de marché organisé

(4) Pour l’application du présent article, marché organisé s’entend d’une bourse reconnue à laquelle est cotée la catégorie de valeurs mobilières ou d’un marché qui publie régulièrement le cours de cette catégorie dans une publication Insertion start destinée Insertion end au grand public.

Content and form of documents

(2) The Director may Insertion start establish Insertion end the Insertion start requirements for the content and fix Insertion end the form, Insertion start including Insertion end electronic or other Insertion start forms, of Insertion end notices Insertion start and other Insertion end documents Insertion start sent to Insertion end or issued by the Director under this Act Insertion start and Insertion end , in Insertion start so doing Insertion end , the Director Insertion start may specify, among other things Insertion end ,

• Start of inserted block

  (a) the notices and documents that may be transmitted in electronic or other form;

• (b) the persons or classes of persons who may sign or transmit the notices and other documents;

• (c) their signature in electronic or other form, or the actions that are to have the same effect for the purposes of this Act as their signature; and

• (d) the time and circumstances when electronic notices and documents are to be considered to be sent or received, and the place where they are considered to have been sent or received.

  End of inserted block

Exemption

369.‍1 The Director may, in the prescribed circumstances and on any conditions that the Director considers appropriate, exempt any cooperative or any other person from a requirement set out in subsection 52(1), 165(1), 166(1) or 169(1) or section 251 to send any notices or other documents, or classes of notices or other documents.

• (c)  Insertion start requiring Insertion end the Insertion start payment of Insertion end a Insertion start fee Insertion end in respect of the Insertion start receipt, examination Insertion end , filing, Insertion start issuance Insertion end or copying of Insertion start any Insertion end document, or in respect of any action that the Director Insertion start is required or authorized to take Insertion end under this Act, and prescribing Insertion start the amount of the fee Insertion end or the manner of determining the Insertion start fee Insertion end ;

• d) prévoir Insertion start les modalités de Insertion end paiement des droits, Insertion start notamment les modalités de temps Insertion end , les droits supplémentaires qui peuvent être imposés pour les paiements en souffrance, ainsi que les circonstances dans lesquelles les droits peuvent être remboursés en tout ou en partie;

• Start of inserted block

  (f) respecting the powers that may be granted by a shareholder in a form of proxy;

  End of inserted block

Payment of fees

372.‍1  Insertion start A Insertion end fee in respect of the Insertion start receipt Insertion end or copying of any document must be paid to the Director Insertion start when it is received or copied, and a Insertion end fee in respect of the examination, Insertion start filing Insertion end or Insertion start issuance of any document Insertion end or in respect of any action that the Director is required or authorized to take Insertion start must be paid to Insertion end the Director before the Insertion start document is examined, filed or issued Insertion end or the action is Insertion start taken Insertion end .

Sending of articles and statements

(2)  Insertion start If Insertion end this Act requires that articles or a statement relating to a cooperative be sent to the Director, on receiving the articles or statement in the form that the Director Insertion start fixes Insertion end , any other required documents and the required fees, the Director Insertion start shall Insertion end

• (a) record the date Insertion start of receipt Insertion end ;

• (b) issue the appropriate certificate;

• Insertion start (c) Insertion end  send the certificate, or a copy, image or photographic, electronic or other reproduction of the certificate, to the cooperative or its agent or mandatary; and

• Insertion start (d) Insertion end  publish a notice of the issuance of the certificate in a publication generally available to the public.

Publication

373.‍1 The Director must publish, in a publication generally available to the public, a notice of any decision made by the Director granting an application made under subsection 4(4) or 167(1), section 248 or subsection 263(2) or 267(2).

Annual return

374 Every cooperative must send the Director an annual return in the form and Insertion start within Insertion end the Insertion start period Insertion end that the Director fixes.

Avis

(8) Le directeur donne sans délai avis des modifications importantes apportées par le certificat rectifié dans une publication Insertion start destinée Insertion end au grand public.

Inspection

377 (1) A person who has paid the required fee is entitled during usual business hours to examine and make copies of or Insertion start take Insertion end extracts from a document, except a report sent Insertion start to the Director Insertion end under subsection 330(2), Insertion start that is Insertion end required to be sent to the Director Insertion start under Insertion end this Act, Insertion start or that was required to be sent to a person performing a similar function under prior legislation Insertion end .

Copies and extracts

(2) The Director must, Insertion start on request Insertion end , provide any person with a copy, extract, certified copy or certified extract of a document Insertion start that may Insertion end be Insertion start examined Insertion end under subsection Insertion start (1) Insertion end .

Director’s obligation to keep documents

378 (1) Documents that are received and accepted by the Director under this Act or that were received and accepted by a person performing a similar function under prior legislation must be kept by the Director in any form.

Obligation to furnish

(2) If Insertion start documents Insertion end are Insertion start kept Insertion end by the Director Insertion start otherwise Insertion end than in written form,

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

Time period for keeping and producing documents

(3) The Director is not required to Insertion start keep or Insertion end produce any document Insertion start or class of documents Insertion end  — other than a certificate and Insertion start any Insertion end attached articles or statement Insertion start received Insertion end under section 373 Insertion start and other prescribed documents or prescribed class of documents Insertion end  — after the Insertion start end Insertion end of the prescribed period Insertion start for the keeping or production of the document or class of documents Insertion end .

Traitement de l’information

(4) Les renseignements et avis que le directeur est tenu, en Insertion start application Insertion end de la présente loi, de résumer dans Insertion start une publication destinée Insertion end au grand public ou de publier peuvent être résumés ou publiés à l’aide de tout procédé mécanique ou électronique de traitement des données ou de mise en mémoire de l’information susceptible de donner, dans un délai raisonnable, les renseignements ou avis demandés sous une forme compréhensible.

incapable, in respect of an individual, means that the individual is found, under the laws of a province, to be unable, other than by reason of minority, to manage their property or is declared to be incapable by any court in a jurisdiction outside Canada.‍ (incapable)

prior legislation means the various Acts of Parliament that were in force prior to the coming into force of this Act and that applied to the incorporation of federal companies under those Acts, other than any financial institution as defined in section 2 of the Bank Act.‍ (législation antérieure)

Individuals

(2)  Insertion start An Insertion end individual may incorporate a corporation under subsection (1) Insertion start only Insertion end if that individual

• (a) is Insertion start not Insertion end less than 18 years of age;

• (b)  Insertion start is not incapable Insertion end ; or

• (c)  Insertion start does not have Insertion end the status of bankrupt.

Reserving name

12 (1) The Director may, on request, reserve for a prescribed period a name for an intended corporation or for a corporation Insertion start that intends Insertion end to change its name.

• (d) if the person described in paragraph (a) is an individual and is without capacity to act by reason of death, minority or Insertion start incapability Insertion end , the person’s fiduciary;

• (b) anyone who Insertion start is Insertion end incapable;

Vacancy among candidates

(7) If a meeting of members fails to elect the number or the minimum number of directors required by the articles by reason of Insertion start a Insertion end lack of consent, Insertion start a Insertion end disqualification Insertion start under section 126 Insertion end or the death of any candidate, the directors elected at that meeting may exercise all the powers of the directors if the number of directors so elected constitutes a quorum.

Custody of documents

238 A person who has been granted custody of the documents and records of a dissolved corporation remains liable to produce those documents and records until the Insertion start end Insertion end of the prescribed period or of any shorter period fixed by an order made under subsection 233(5).

Publication

277.‍1 The Director must publish, in a publication generally available to the public, a notice of any decision made by the Director granting an application made under subsection 2(6), 104(3), 160(2), 162(5) or 171(2) or section 173, 190 or 271.

Inspection

279 (1) A person who has paid the required fee is entitled during usual business hours to examine and make copies of or take extracts from Insertion start any Insertion end document Insertion start that is Insertion end required to be sent to the Director Insertion start under Insertion end this Act, Insertion start other than any of the following documents, or that was required to be sent to a person performing a similar function under prior legislation Insertion end :

• Start of inserted block

  (b.‍1) extracts or copies of corporate records or documents referred to in section 25;

  End of inserted block

Copies or extracts

(2) The Director shall, on request, Insertion start provide Insertion end any person with a copy, extract, certified copy or certified extract of a document that may be examined under subsection (1).

Content and form of documents

282 The Director may establish the requirements for the content and fix the form, including electronic or other forms, of notices and other documents sent to or issued by the Director under this Act Insertion start and, in so doing, the Director may specify, among other things Insertion end ,

Director’s obligation to keep documents

283 (1) Documents Insertion start that are Insertion end received and accepted by the Director under this Act or Insertion start that were received and accepted by a person performing a similar function under prior legislation Insertion end shall be kept by the Director, in any form.

Time period for keeping and producing documents

(3) The Director is not required to keep or produce Insertion start any Insertion end document or Insertion start class Insertion end of Insertion start documents Insertion end  — other than a certificate Insertion start and any Insertion end attached articles or statement received under section 276 Insertion start and other Insertion end prescribed Insertion start documents or prescribed class of documents Insertion end  — after the Insertion start end Insertion end of the prescribed period Insertion start for the keeping or production of the document or class of documents Insertion end .

• (a)  Insertion start providing for anything that Insertion end by this Act Insertion start is Insertion end to be prescribed or Insertion start provided for by the regulations Insertion end ;

entity means a corporation or a partnership, sole proprietorship, trust or other unincorporated organization capable of conducting business; (entité)

Affiliation

(2) For the purposes of this Act,

• (a) one Insertion start entity Insertion end is affiliated with another Insertion start entity Insertion end if one of them is the subsidiary of the other or both are subsidiaries of the same Insertion start entity Insertion end or each of them is controlled by the same Insertion start entity or individual Insertion end ;

• (b) if two Insertion start entities Insertion end are affiliated with the same Insertion start entity Insertion end at the same time, they are deemed to be affiliated with each other; and

• (c)  Insertion start an individual Insertion end is affiliated with Insertion start an entity Insertion end if the Insertion start individual controls the entity Insertion end .

Subsidiary entity

(3) For the purposes of this Act, Insertion start an entity Insertion end is a subsidiary of another Insertion start entity Insertion end if it is controlled by that other Insertion start entity Insertion end .

• (a) a corporation is controlled by Insertion start an entity or an individual Insertion end other than Her Majesty if

  • (i) securities of the corporation to which are attached more than 50% of the votes that may be cast to elect directors of the corporation are held, directly or indirectly, whether through one or more subsidiaries or otherwise, otherwise than by way of security only, by or for the benefit of that Insertion start entity or individual Insertion end , and

• (c)  Insertion start an entity other than a corporation Insertion end is controlled by Insertion start an entity or individual Insertion end if Insertion start the entity or individual, directly or indirectly, whether through one or more subsidiaries or otherwise Insertion end , holds an interest in Insertion start the entity that is not a corporation Insertion end that entitles Insertion start them Insertion end to receive more than 50% of the profits of Insertion start that entity Insertion end or more than 50% of its assets on dissolution.

• (a) is entered into only by Insertion start parties Insertion end each of which is, in respect of every one of the others, an affiliate; or

Exception

(3) This section does not apply in respect of an agreement or arrangement that is entered into or a submission that is arrived at only by Insertion start parties Insertion end each of which is, in respect of every one of the others, an affiliate.

When no order may be made

(4) No order may be made under subsection (2) if the person referred to in subsection (3) and the customer or other person referred to in subparagraph (1)‍(a)‍(i) or (ii) are

• (a) principal and agent or mandator and mandatary;

• Start of inserted block

  (b) an entity and an individual who controls it or affiliated entities; or

  End of inserted block

• Insertion start (c) Insertion end  directors, agents, mandataries, officers or employees of the same Insertion start entity Insertion end or of Insertion start entities Insertion end that are affiliated.

No order made under this section applies in respect of exclusive dealing, market restriction or tied selling between or among Insertion start entities Insertion end that are affiliated.

If entity affiliated

(5) For the purposes of subsection (4), Insertion start in addition to the circumstances specified in paragraph 2(2)‍(a) or (b) under which two entities are affiliated, an entity Insertion end is affiliated with another Insertion start entity Insertion end in respect of any agreement between them Insertion start in which Insertion end one Insertion start of them Insertion end grants to the other the right to use a Insertion start trademark Insertion end or Insertion start trade name Insertion end to identify the business of the grantee, if

• ( Insertion start a Insertion end ) the business is related to the sale or distribution, Insertion start in accordance with Insertion end a marketing plan or system prescribed substantially by the grantor, of a multiplicity of products obtained from competing sources of supply and a multiplicity of suppliers; and

• ( Insertion start b Insertion end ) no one product dominates the business.

Unpaid monetary penalty

79.‍1 The amount of an administrative monetary penalty imposed on Insertion start a person Insertion end under subsection 79(3.‍1) is a debt due to Her Majesty in right of Canada and may be recovered as such from that Insertion start person Insertion end in a court of competent jurisdiction.

Exception

(7) Subsection (1) does not apply if the agreement or arrangement is entered into, or would be entered into, only by Insertion start parties Insertion end each of which is, in respect of every one of the others, an affiliate.

person means Insertion start an entity Insertion end , an individual, Insertion start a Insertion end trustee, Insertion start an Insertion end executor, Insertion start an Insertion end administrator or Insertion start a liquidator of the succession, an administrator of the property of others or a Insertion end representative, but does not include a bare trustee Insertion start or a trustee responsible exclusively for preserving and transferring the property of a person Insertion end ; (personne)

equity interest means

• (a) in the case of a corporation, a share in the corporation; and

• (b) in the case of an entity other than a corporation, an interest that entitles the holder of that interest to receive profits of that entity or assets of that entity on its dissolution.‍ (intérêt relatif à des capitaux propres)

  End of inserted block

Entities controlled by Her Majesty

(2) For the purposes of this Part, except section 113, one Insertion start entity Insertion end is not affiliated with another Insertion start entity Insertion end by reason only of the fact that both Insertion start entities Insertion end are controlled by Her Majesty in right of Canada or a province, as the case may be.

Parties to acquisition of shares or interest

(2) For the purposes of this Part,

• Insertion start (a) Insertion end  the parties to a proposed acquisition of shares are the person or persons who propose to acquire the shares and the corporation Insertion start whose Insertion end shares are to be acquired; Insertion start and Insertion end

• Start of inserted block

  (b) the parties to a proposed acquisition of an interest in a combination are the person or persons who propose to acquire the interest and the combination whose interest is to be acquired.

  End of inserted block

Acquisition of shares

(3) Subject to sections 111 and 113, this Part applies in respect of a proposed acquisition of voting shares of a corporation that carries on an operating business or controls Insertion start an entity Insertion end that carries on an operating business

• (a) if

  • (i) the aggregate value of the assets in Canada, determined as of the time and in the manner that is prescribed, that are owned by the corporation or by Insertion start entities Insertion end controlled by that corporation, other than assets that are Insertion start equity interests in those entities Insertion end , would exceed the amount Insertion start set out in Insertion end subsection (7) or Insertion start the amount Insertion end determined under Insertion start subsection Insertion end (8), as the case may be, or

Amalgamation

(4) Subject to subsection (4.‍1) and section 113, this Part applies in respect of a proposed amalgamation of two or more Insertion start entities Insertion end if one or more of those Insertion start entities Insertion end carries on an operating business, or controls Insertion start an entity Insertion end that carries on an operating business, Insertion start and if Insertion end

• (a) the aggregate value of the assets in Canada, determined as of the time and in the manner that is prescribed, that would be owned by the continuing Insertion start entity Insertion end that would result from the amalgamation or by Insertion start entities Insertion end controlled by the continuing Insertion start entity Insertion end , other than assets that are Insertion start equity interests in those entities Insertion end , would exceed the amount Insertion start set out in Insertion end subsection (7) or Insertion start the amount Insertion end determined under Insertion start subsection Insertion end (8), as the case may be; or

General limit — parties to amalgamation

(4.‍1) This Part does not apply in respect of a proposed amalgamation of two or more Insertion start entities Insertion end if one or more of those Insertion start entities Insertion end carries on an operating business or controls Insertion start an entity Insertion end that carries on an operating business, unless each of at least two of the amalgamating Insertion start entities Insertion end , together with its affiliates,

Combination

(5) Subject to sections 112 and 113, this Part applies in respect of a proposed combination of two or more persons to carry on business otherwise than through a corporation if one or more of those persons proposes to contribute to the combination assets that form all or part of an operating business carried on by those persons, or Insertion start entities Insertion end controlled by those persons, and if

• (f) an acquisition of Insertion start equity interests in an entity under Insertion end an agreement in writing that provides for the Insertion start creation Insertion end of those Insertion start equity interests Insertion end only if the person or persons acquiring them incur expenses to carry out exploration or development activities with respect to a Canadian resource property, as defined in subsection 66(15) of the Income Tax Act, in respect of which the Insertion start entity Insertion end has the right to carry out those activities, Insertion start if Insertion end the Insertion start entity Insertion end does not have any significant assets other than that property.

• (b) two or more Insertion start entities Insertion end propose to amalgamate in the circumstances set out in subsection 110(4); or

Entity whose equity interests are acquired

(3) If a proposed transaction is an acquisition of Insertion start equity interests in an entity Insertion end and the Commissioner receives Insertion start prescribed Insertion end information supplied under subsection (1) by a party to the transaction, other than the Insertion start entity Insertion end , the Commissioner shall, Insertion start if he or she has not already received the prescribed information from the entity Insertion end , immediately notify the Insertion start entity Insertion end that the Commissioner has received the prescribed information from that party and the Insertion start entity Insertion end shall supply the Commissioner with the prescribed information within 10 days after being Insertion start so Insertion end notified.

If information cannot be supplied

116 (1) If any of the information required under section 114 is not known or reasonably obtainable, or cannot be supplied because of the privilege that exists in respect of lawyers and notaries and their clients or because of a confidentiality requirement established by law, the Insertion start entity or individual Insertion end who is supplying the information may, instead of supplying the information, inform the Commissioner under oath or solemn affirmation of the matters in respect of which information has not been supplied and the reason why it has not been supplied.

If information not relevant

(2) If any of the information required under section 114 could not, on any reasonable basis, be considered to be relevant to an assessment by the Commissioner as to whether the proposed transaction would or would be likely to prevent or lessen competition substantially, the Insertion start entity or individual Insertion end who is supplying the information may, Insertion start instead Insertion end of supplying the information, inform the Commissioner under oath or solemn affirmation of the matters in respect of which information has not been supplied and why the information was not considered relevant.

If information previously supplied

(2.‍1) If any of the information required under section 114 has previously been supplied to the Commissioner, the Insertion start entity or individual Insertion end who is supplying the information may, Insertion start instead Insertion end of supplying it, inform the Commissioner under oath or solemn affirmation of the matters in respect of which information has previously been supplied and when it was supplied.

Commissioner may require information

(3)  Insertion start If an entity or individual Insertion end chooses not to supply the Commissioner with information required under section 114 and so informs the Commissioner in accordance with subsection (2) or (2.‍1) and the Commissioner or a person authorized by the Commissioner notifies that Insertion start entity or individual Insertion end , within seven days after the Commissioner is so informed, that the information is required, the Insertion start entity or individual Insertion end shall supply the Commissioner with the information.

Saving

117 (1) Nothing in section 114 requires

• Insertion start (a) Insertion end  any Insertion start individual Insertion end who is a director of a corporation to supply information that is known to that Insertion start individual Insertion end by virtue only of Insertion start their Insertion end position as a director of an affiliate of the corporation that is neither a wholly-owned affiliate nor a wholly-owning affiliate of the corporation; or

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  (b) any individual who, in respect of an entity other than a corporation, serves in a capacity similar to that of a director to supply information that is known to that individual by virtue only of their serving in that capacity with respect to an affiliate of the entity that is neither a wholly-owned affiliate nor a wholly-owning affiliate of the entity.

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Information to be certified

118 The information supplied to the Commissioner under section 114 shall be certified on oath or solemn affirmation as having been examined by Insertion start one of the following individuals Insertion end and as being, to the best of Insertion start that individual’s Insertion end knowledge and belief, correct and complete in all material respects:

• (a) in the case of a corporation supplying the information, by an officer Insertion start of the corporation Insertion end or other person duly authorized by the board of directors or other governing body of the corporation;

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  (b) in the case of an entity other than a corporation supplying the information, by an individual who serves in a capacity similar to that of an officer of a corporation or other individual duly authorized by the governing body of that entity;

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• ( Insertion start c Insertion end ) in the case of Insertion start an individual Insertion end supplying the information, by that Insertion start individual Insertion end .

Waiving of waiting period

(2) A proposed transaction referred to in section 114 may be completed before the end of a period referred to in subsection (1) if, before the end of that period, the Commissioner or a person authorized by the Commissioner notifies Insertion start the parties to the transaction Insertion end that the Commissioner does not, at that time, intend to make an application under section 92 in respect of Insertion start that Insertion end proposed transaction.

Acquisition of equity interests

(3) In the case of an acquisition of Insertion start equity interests Insertion end to which subsection 114(3) applies, the periods referred to in subsection (1) shall be determined without reference to the day on which the information required under section 114 is received by the Commissioner from the Insertion start entity Insertion end whose Insertion start equity interests Insertion end are being acquired.