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)

103 The Act is amended by adding the following after section 277:

• 104 (1) The portion of subsection 279(1) of the Act before paragraph (a) is replaced by the following:

  Marginal note: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:

• (2) Subsection 279(1) of the Act is amended by adding the following after paragraph (b):

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

• (3) Subsection 279(2) of the English version of the Act is replaced by the following:

  • 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).

• 105 (1) The portion of section 282 of the Act before paragraph (a) is replaced by the following:

  Marginal note: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,

• (2) Section 282 of the Act is amended by adding “and” at the end of paragraph (c), by striking out “and” at the end of paragraph (d) and by repealing paragraph (e).

• 106 (1) Subsection 283(1) of the Act is replaced by the following:

  Marginal note: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.

• (2) Subsection 283(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 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.

107 Paragraph 293(1)(a) of the English version of the Act is replaced by the following:

Review by Committee

Marginal note:Review

• 107.1 (1) On the fifth anniversary of the day on which section 24 of this Act comes into force, the provisions under Part XIV.1 of the Canada Business Corporations Act are to be referred to a committee of the Senate, of the House of Commons or of both Houses of Parliament that may be designated or established for the purpose of reviewing those provisions.

• Marginal note:Report to Parliament

  (2) The committee referred to in subsection (1) shall, within a reasonable time after a review is completed, submit a report on that review to the Senate, the House of Commons or both Houses of Parliament, as the case may be.

Coming into Force

Marginal note:Order in council

• 108 (1) Sections 3, 4 and 52 to 54 come into force on a day to be fixed by order of the Governor in Council.

• Marginal note:Order in council

  (2) Sections 13, 59 and 60 come into force on a day to be fixed by order of the Governor in Council.

• Marginal note:Order in council

  (3) Sections 15 and 56 come into force on a day to be fixed by order of the Governor in Council.

• Marginal note:Order in council

  (4) Sections 17, 19, 22, 37, 63, 71 and 88 come into force on a day to be fixed by order of the Governor in Council.

• Marginal note:Order in council

  (5) Section 24 comes into force on a day to be fixed by order of the Governor in Council.

• Marginal note:Order in council

  (6) Sections 32, 44, 45, 83 and 94, subsections 95(1) to (4), section 102, subsections 104(1) and (3) and section 106 come into force on a day to be fixed by order of the Governor in Council.

PART 2Application of the Competition Act to Other Entities

R.S., c. C-34; R.S., c. 19 (2nd Supp.), s. 19Competition Act

• 109 (1) Subsection 2(1) of the Competition Act is amended by adding the following in alphabetical order:

  entity

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

• Marginal note:R.S., c. 19 (2nd Supp.), s. 20(4); 1999, c. 31, s. 44(F)

  (2) Subsections 2(2) and (3) of the Act are replaced by the following:

  • Marginal note: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.

  • Marginal note: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.

• Marginal note:R.S., c. 19 (2nd Supp.), s. 20(4)

  (3) The portion of paragraph 2(4)(a) of the Act before subparagraph (ii) is replaced by the following:

  • (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

• Marginal note:1999, c. 2, s. 1(3)

  (4) Paragraph 2(4)(c) of the Act is replaced by the following:

  • (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.

Marginal note:2009, c. 2, s. 410

110 Paragraph 45(6)(a) of the Act is replaced by the following:

Marginal note:R.S., c. 19 (2nd Supp.), s. 33

111 Subsection 47(3) of the Act is replaced by the following: