An Act to amend the Canada Business Corporations Act, the Canada Cooperatives Act, the Canada Not-for-profit Corporations Act and the Competition Act (S.C. 2018, c. 8)
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Assented to 2018-05-01
PART 1Corporate Governance (continued)
R.S., c. C-44; 1994, c. 24, s. 1(F)Canada Business Corporations Act (continued)
Marginal note:2001, c. 14, s. 121
35 Subsection 252.5(3) of the French version of the Act is replaced by the following:
Marginal note: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.
Marginal note:2001, c.14, s.124
36 (1) The portion of section 258.1 of the Act before paragraph (a) is replaced by the following:
Marginal note: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,
Marginal note:2001, c. 14, s. 124
(2) Paragraph 258.1(b) of the Act is replaced by the following:
(b) the persons or classes of persons who may sign or transmit the notices and other documents;
Marginal note:2001, c.14, s.124
(3) Paragraph 258.1(c) of the English version of the Act is replaced by the following:
(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
Marginal note:2001, c. 14, s. 124
(4) Paragraph 258.1(d) of the French version of the Act is replaced by the following:
d) les circonstances — notamment le moment et le lieu — dans lesquelles les avis et documents électroniques sont présumés avoir été envoyés ou reçus.
Marginal note:2001, c. 14, s. 124
(5) Section 258.1 of the Act is amended by striking out “and” at the end of paragraph (d) and by repealing paragraph (e).
37 The Act is amended by adding the following after section 258.2:
Marginal note: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.
Marginal note:2001, c. 14, s. 125
38 (1) Paragraph 261(1)(a) of the English version of the Act is replaced by the following:
(a) providing for anything that by this Act is to be prescribed or provided for by the regulations;
Marginal note:2001, c. 14, s. 125
(2) Paragraph 261(1)(b) of the Act is replaced by the following:
(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;
Marginal note:2001, c. 14, s. 125
(3) Paragraph 261(1)(c) of the French version of the Act is replaced by the following:
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;
Marginal note:2001, c. 14, s. 125
(4) Paragraph 261(1)(f) of the Act is replaced by the following:
(f) respecting the powers that may be granted by a shareholder in a form of proxy;
Marginal note:2001, c. 14, s. 126
39 Section 261.1 of the Act is replaced by the following:
Marginal note: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.
Marginal note:1994, c. 24, s. 28(1); 2001, c. 14, s. 127; 2011, c. 21, s. 71 (E)
40 Subsection 262(2) of the Act is replaced by the following:
Marginal note: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.
Marginal note:2001, c. 14, s. 128
41 Subsection 262.1(2) of the Act is repealed.
Marginal note:2001, c. 14, s. 129
42 Section 263 of the Act is replaced by the following:
Marginal note: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).
Marginal note:Annual return
263 Every corporation shall send to the Director an annual return in the form and within the period that the Director fixes.
Marginal note:2001, c. 14, s. 130
43 Subsection 265(8) of the French version of the Act is replaced by the following:
Marginal note:Avis
(8) Le directeur donne sans délai avis des modifications importantes apportées par le certificat rectifié dans une publication destinée au grand public.
Marginal note:2001, c. 14, s. 130
44 Section 266 of the Act is replaced by the following:
Marginal note: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.
Marginal note: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).
Marginal note:1994, c. 24, s. 30
45 (1) Subsection 267(1) of the Act is replaced by the following:
Marginal note: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.
Marginal note:1994, c. 24, s. 30
(2) The portion of subsection 267(2) of the Act before paragraph (a) is replaced by the following:
Marginal note:Obligation to furnish
(2) If documents are kept by the Director otherwise than in written form,
Marginal note:1994, c. 24, s. 30
(3) Paragraph 267(2)(b) of the Act is replaced by the following:
(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.
Marginal note:2001, c. 14, s. 131
(4) Subsection 267(3) of the Act is replaced by the following:
Marginal note: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.
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