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) An individual may incorporate a corporation only if that individual

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

• (b) is not incapable; or

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

Reserving name

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

Prohibited names

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

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 acquires a name that is prohibited by the regulations or that does not meet the prescribed requirements.

Revoking name

(5) If a corporation has not followed a directive under subsection (2), (4) or (4.‍1) within the prescribed period, 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 by the Director.

Certificat de modification

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

Effet du certificat

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

Avis

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

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 each fractional share, a certificate in registered form or scrip certificates in registered form that entitle the holder to receive a certificate for a full share in exchange for scrip certificates equalling 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 incapable person or a missing person; or

Securities fungible

54 Unless otherwise agreed and subject to the provisions of this Act, of any other applicable Act of Parliament, of any applicable Act of the legislature of a province or of any applicable regulation made under any such Act or 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 incapability, the person’s fiduciary;

• (b) anyone who is incapable;

Election of directors

(3) Subject to subsection (3.‍1) and 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 ending 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) Despite subsections (2), (3) to (3.‍2) 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, for either of the following reasons, 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:

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

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

Appointment of directors

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

Exception

(8.‍1) If an individual who was a candidate in an election held in accordance with subsection (3.‍4) was not elected during that election, the individual 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.

Diffusion de la déclaration

(3) La société envoie sans délai, au directeur et aux actionnaires qui doivent recevoir avis des assemblées visées au paragraphe (1), copie de la déclaration mentionnée au paragraphe (2), sauf si elle figure dans une circulaire de sollicitation de procurations de la direction exigée à l’article 150 ou y est annexée.

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

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

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, not later than 10 days after the record date that is fixed under paragraph 134(1)‍(c) or not later than the record date that is 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 a proxy circular, in the prescribed form, is made available in the prescribed manner to the auditor of the corporation, to each shareholder whose proxy is solicited, to each director and, in the case set out in paragraph (b), to the corporation as follows:

• (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.

Exception — solicitation to 15 or fewer shareholders

(1.‍1) Despite subsection (1), a person may solicit proxies, other than by or on behalf of the management of the corporation, without making available a dissident’s proxy circular, if the total number of shareholders whose proxies are solicited is 15 or fewer, two or more joint holders being counted as one shareholder.

Exception — solicitation by public broadcast

(1.‍2) Despite subsection (1), a person may solicit proxies, other than by or on behalf of the management of the corporation, without making available a dissident’s proxy circular if the solicitation is, in the prescribed circumstances, conveyed by public broadcast, speech or publication.

Copy to Director

(2) A person required to make a management proxy circular or dissident’s proxy circular available shall send concurrently a copy of it to the Director together with a statement in prescribed form, the form of proxy, any other documents for use in connection with the meeting and, in the case of a management proxy circular, a copy of the notice of meeting.

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) or 153(1). The exemption may have retroactive 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 prescribed documents, sends a copy of those 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) prescribed comparative financial statements that conform to any prescribed requirements and relate separately to

Application for exemption

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

Copies to shareholders

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

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

Diffusion des motifs

(6) La société doit sans délai envoyer, à tout actionnaire qui doit être avisé des assemblées mentionnées au paragraphe (1) et au directeur, copie des déclarations visées aux paragraphes (5) et (5.‍1), sauf si elles sont incorporées ou jointes à la circulaire de sollicitation de procurations de la direction exigée à l’article 150.

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 subsections (9) and 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) If 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 shall not, if a holder of such a share certificate exercises the conversion privilege attached to the certif-icate, issue a share certificate in bearer form.

Opérations de fermeture

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

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 section 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 section 2 of that Act.

Revival

209 (1) When a corporation or other 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 dissolved corporation or other body corporate revived as a corporation under this Act.

Certificat de reconstitution

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

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

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

Date of revival

(3.‍1) The dissolved corporation or other 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 or other body corporate 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 or other body corporate;

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

• (c) a person who, although at the time of dissolution of the corporation or other body corporate 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 or liquidator for the dissolved corporation or other body corporate.

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

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

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 those documents and records until the end of the prescribed period or of any shorter period fixed by an order made under subsection 223(5).

Publication

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

Exemplaires

(3) Dans le cas où une disposition de la présente loi ou de ses règlements 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 other documents sent to or issued by the Director under this Act and, in so doing, the Director may specify, among other things,

• (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) les circonstances — notamment le moment et le lieu — dans lesquelles 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) providing for anything that by this Act is to be prescribed or provided for by the regulations;

• (b) requiring the payment of a fee in respect of the receipt, examination, filing, issuance 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, notamment les modalités 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;

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

Payment of fees

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

Sending of articles and statements

(2) If 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 receipt;

• (b) issue the appropriate certificate;

• (c) 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

• (d) 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 within the period that the Director fixes.

Avis

(8) Le directeur donne sans délai avis des modifications importantes apportées par le certificat rectifié dans une publication destinée 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 take extracts from a document, except a report sent to the Director under subsection 230(2), that is required to be sent to the Director under this Act or that was required to be sent to a person performing a similar function under prior legislation.

Copies or extracts

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

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) If documents are kept by the Director otherwise than in written form,

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

Time period for keeping and producing documents

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

Traitement de l’information

267.‍1 Les renseignements et avis que le directeur est tenu, en application de la présente loi, de résumer dans une publication destinée 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) is not to be made by

• (b) an individual who is incapable; 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 a prescribed period a name for an intended cooperative or for a cooperative that intends to change its name.

Prohibited names

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

Direction to change name

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

Revocation of name

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

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 où est maintenu le siège social est envoyé au directeur, en la forme établie par lui, avec les clauses pertinentes des statuts désignant ou modifiant le lieu où le siège social est situé.

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

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 the record date for notice of a meeting that is fixed under subsection 51(3) or not later than the record date that is 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) is incapable; 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 an individual who was a candidate in an election held in accordance with subsection (10.‍1) was not elected during that election, the individual 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 (1) Subject to section 86, a director is entitled to hold office for a term expiring not later than

• (a) in the case of a cooperative that is not a distributing cooperative, the close of the third annual meeting of members following the director’s election; and

• (b) in the case of a distributing cooperative, the close of the next annual meeting of members following the director’s election.

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) or 169(1). The exemption may have retroactive 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 prescribed documents, sends a copy of those documents 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 de la quasi-totalité des biens d’une entité par une autre, fusion d’entités ou réorganisation similaire mettant en cause des entités.‍ (business combination)

Fractional shares

185 (1) A cooperative may issue for each fractional investment share, a certificate in registered form or scrip certificates in registered form 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 the provisions of this Act, of any other applicable Act of Parliament, of any applicable Act of the legislature of a province or of any applicable regulation made under any such Act or 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 incapability, 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) prescribed comparative financial statements that conform to any prescribed requirements and relate separately to

Application for exemption

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

Copies to members and shareholders

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

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 Director 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 Director 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 and subsection (13),

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 must not, 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 statutory declaration of a director or officer of each amalgamating cooperative must be attached to the articles of amalgamation and must establish to the satisfaction of 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 section 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 section 2 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 were issued under this section, may apply to the Director to have the dissolved cooperative revived as a cooperative 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 dissolved 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 dissolved cooperative is revived as a cooperative under this Act on the date shown on the certificate of revival.

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

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

• b) avoir publié un avis de son intention dans une publication destinée 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 destinée 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 destinée au grand public;

• b) insérer dans une publication destinée 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 those documents until the end of the prescribed period or of any other shorter period fixed by an order made under subsection 322(5).

Publication

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

Content and form of documents

(2) 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 and, in so doing, the Director may specify, among other things,

• (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.

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) requiring the payment of a fee in respect of the receipt, examination, filing, issuance 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;

• d) prévoir les modalités de paiement des droits, notamment les modalités 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;

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

Payment of fees

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

Sending of articles and statements

(2) If 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 fixes, any other required documents and the required fees, the Director shall

• (a) record the date of receipt;

• (b) issue the appropriate certificate;

• (c) 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

• (d) 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 within the period that the Director fixes.

Avis

(8) Le directeur donne sans délai avis des modifications importantes apportées par le certificat rectifié dans une publication destinée 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 take extracts from a document, except a report sent to the Director under subsection 330(2), that is required to be sent to the Director under this Act, or that was required to be sent to a person performing a similar function under prior legislation.

Copies and extracts

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

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 documents are kept by the Director otherwise than in written form,

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

Time period for keeping and producing documents

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

Traitement de l’information

(4) Les renseignements et avis que le directeur est tenu, en application de la présente loi, de résumer dans une publication destinée 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) An individual may incorporate a corporation under subsection (1) only if that individual

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

• (b) is not incapable; or

• (c) does not have 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 that intends 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 incapability, the person’s fiduciary;

• (b) anyone who is 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 a lack of consent, a disqualification under section 126 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 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 any document that is required to be sent to the Director under this Act, other than any of the following documents, or that was required to be sent to a person performing a similar function under prior legislation:

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

Copies or extracts

(2) The Director shall, on request, provide 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 and, in so doing, the Director may specify, among other things,

Director’s obligation to keep documents

283 (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.

Time period for keeping and producing documents

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

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

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 entity is affiliated with another entity if one of them is the subsidiary of the other or both are subsidiaries of the same entity or each of them is controlled by the same entity or individual;

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

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

Subsidiary entity

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

• (a) a corporation is controlled by an entity or an individual 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 entity or individual, and

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

• (a) is entered into only by parties 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 parties 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;

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

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

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

If entity affiliated

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

• (a) the business is related to the sale or distribution, in accordance with 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

• (b) no one product dominates the business.

Unpaid monetary penalty

79.‍1 The amount of an administrative monetary penalty imposed on a person under subsection 79(3.‍1) is a debt due to Her Majesty in right of Canada and may be recovered as such from that person 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 parties each of which is, in respect of every one of the others, an affiliate.

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

Entities controlled by Her Majesty

(2) For the purposes of this Part, except section 113, one entity is not affiliated with another entity by reason only of the fact that both entities 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,

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

• (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.

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 an entity 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 entities controlled by that corporation, other than assets that are equity interests in those entities, would exceed the amount set out in subsection (7) or the amount determined under subsection (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 entities if one or more of those entities carries on an operating business, or controls an entity that carries on an operating business, and if

• (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 entity that would result from the amalgamation or by entities controlled by the continuing entity, other than assets that are equity interests in those entities, would exceed the amount set out in subsection (7) or the amount determined under subsection (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 entities if one or more of those entities carries on an operating business or controls an entity that carries on an operating business, unless each of at least two of the amalgamating entities, 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 entities controlled by those persons, and if

• (f) an acquisition of equity interests in an entity under an agreement in writing that provides for the creation of those equity interests 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 entity has the right to carry out those activities, if the entity does not have any significant assets other than that property.

• (b) two or more entities 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 equity interests in an entity and the Commissioner receives prescribed information supplied under subsection (1) by a party to the transaction, other than the entity, the Commissioner shall, if he or she has not already received the prescribed information from the entity, immediately notify the entity that the Commissioner has received the prescribed information from that party and the entity shall supply the Commissioner with the prescribed information within 10 days after being so 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 entity or individual 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 entity or individual 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 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 entity or individual who is supplying the information may, instead 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) If an entity or individual 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 entity or individual, within seven days after the Commissioner is so informed, that the information is required, the entity or individual shall supply the Commissioner with the information.

Saving

117 (1) Nothing in section 114 requires

• (a) any individual who is a director of a corporation to supply information that is known to that individual by virtue only of their 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

• (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.

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 one of the following individuals and as being, to the best of that individual’s knowledge and belief, correct and complete in all material respects:

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

• (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;

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

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 the parties to the transaction that the Commissioner does not, at that time, intend to make an application under section 92 in respect of that proposed transaction.

Acquisition of equity interests

(3) In the case of an acquisition of equity interests 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 entity whose equity interests are being acquired.