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)
1998, c. 1Canada Cooperatives Act (continued)
61 The Act is amended by adding the following after section 142:
Marginal note: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.
Marginal note: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.
Marginal note:2001, c. 14, s. 189
62 (1) Subsection 167(1) of the Act is replaced by the following:
Marginal note: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.
(2) Subsection 167(2) of the Act is repealed.
63 Subsection 169(1) of the Act is replaced by the following:
Marginal note: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.
Marginal note:2001, c. 14, s. 191(1)
64 The definition regroupement d’entreprises in subsection 171(1) of the French version of the Act is replaced by the following:
- business combination
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)
65 Subsection 185(1) of the Act is replaced by the following:
Marginal note: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.
Marginal note: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.
66 Paragraph 190(a) of the Act is replaced by the following:
(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
67 Subsection 199(2) of the Act is replaced by the following:
Marginal note: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.
68 Paragraph 221(1)(d) of the Act is replaced by the following:
(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;
69 The portion of subsection 247(1) of the Act before subparagraph (a)(i) is replaced by the following:
70 Section 248 of the Act is replaced by the following:
Marginal note: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.
71 Section 251 of the Act is replaced by the following:
Marginal note: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.
72 (1) Subsections 285(4) to (7) of the Act are replaced by the following:
Marginal note: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.
Marginal note: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.
Marginal note: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.
Marginal note:Reliance on articles
(7) For the purpose of subsection (6), the Director may rely on the articles.
(2) The portion of subsection 285(12) of the Act before paragraph (a) is replaced by the following:
Marginal note:Issued shares
(12) Subject to section 182 and subsection (13),
(3) Subsection 285(13) of the Act is replaced by the following:
Marginal note: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.
73 The portion of subsection 287(1) of the Act before paragraph (a) is replaced by the following:
Marginal note: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
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