Canada Business Corporations Act (R.S.C., 1985, c. C-44)

AMENDMENTS NOT IN FORCE

• — 2018, c. 8, s. 17

  • 1992, c. 1, s. 54

    17 Subsections 150(1) to (2) of the Act are replaced by the following:

    • 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.

• — 2018, c. 8, s. 19

  • 2001, c. 14, s. 72

    19 Subsection 153(1) of the Act is replaced by the following:

    • 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.

• — 2018, c. 8, s. 22

  • 2001, c. 14, s. 135 (Sch., s. 51)(E)

    22 Subsection 159(1) of the Act is replaced by the following:

    • 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.

• — 2018, c. 8, s. 37

  • 37 The Act is amended by adding the following after section 258.2:

    • 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.

• — 2019, c. 29, s. 142

  • 142 The Act is amended by adding the following after section 125:

    • Development of an approach on remuneration

      125.1 A prescribed corporation shall develop an approach with respect to the remuneration of the directors and employees of the corporation who are “members of senior management” as defined by regulation.

• — 2019, c. 29, s. 143, as amended by 2019, c. 29, s. 151(3)

  • • 143 (1) Section 172.1 of the Act is replaced by the following:

      • Diversity in corporations

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

      • Information to shareholders

        • 172.2 (1) The corporation shall provide the information referred to in section 172.1 to each shareholder, except to a shareholder who has informed the corporation in writing that they do not want to receive that information, by sending the information along with the notice referred to in subsection 135(1) or by making the information available along with a proxy circular referred to in subsection 150(1).

        • Information to Director

          (2) The corporation shall concurrently send the information referred to in section 172.1 to the Director.

    • (2) The heading before section 172.1 of the Act is replaced by the following:

      Disclosure Relating to Diversity, Well-being and Remuneration

    • (3) Section 172.2 of the Act is replaced by the following:

      • Information respecting well-being

        172.2 The directors of a prescribed corporation shall place before the shareholders, at every annual meeting, the prescribed information respecting the well-being of employees, retirees and pensioners.

      • Recovery of benefits

        172.3 The directors of a prescribed corporation shall place before the shareholders, at every annual meeting, the prescribed information respecting the recovery of incentive benefits or other benefits, which is included in the remuneration referred to in section 125, paid to directors and employees of the corporation who are “members of senior management” as defined by regulation.

      • Approach on remuneration

        • 172.4 (1) The directors of a prescribed corporation shall place before the shareholders, at every annual meeting, the approach with respect to remuneration referred to in section 125.1.

        • Non-binding vote

          (2) The shareholders are to vote on the approach placed before them by the directors under subsection (1). The results are not binding on the corporation.

        • Disclosure of results

          (3) The corporation shall disclose the results of the vote to the shareholders.

      • Information to shareholders

        • 172.5 (1) The corporation shall provide the information referred to in sections 172.1 to 172.4 to each shareholder, except to a shareholder who has informed the corporation in writing that they do not want to receive that information, by sending the information along with the notice referred to in subsection 135(1) or by making the information available along with a proxy circular referred to in subsection 150(1).

        • Information to Director

          (2) The corporation shall concurrently send the information referred to in sections 172.1 to 172.4 to the Director.

• — 2019, c. 29, s. 144

  • 144 Subsection 261(1) of the Act is amended by striking out “and” at the end of paragraph (h) and by adding the following after paragraph (i):

    • (j) defining, for the purposes of section 172.2, the expressions “retirees” and “pensioners”; and

    • (k) prescribing the time and manner in which the results of the vote referred to in subsection 172.4(3) are to be disclosed to the shareholders.

• — 2022, c. 10, s. 431

  • 431 The Act is amended by adding the following after section 21.2:

    • Sending of information to Director

      • 21.21 (1) A corporation to which section 21.1 applies shall

        • (a) on an annual basis, send to the Director the information in its register of individuals with significant control over the corporation, in the form and within the period that the Director fixes; and

        • (b) within 15 days after the day on which it records information under subsection 21.1(3), send the information to the Director, in the form that the Director fixes.

      • Sending of information — certificates issued

        (2) On or after the date shown on a certificate referred to in section 8, subsection 185(4) or 187(4), a corporation to which section 21.1 applies shall send to the Director the information referred to in paragraphs 21.1(1)(a) to (f) in relation to individuals with significant control over the corporation, in the form and within the period that the Director fixes.

      • Period for keeping and producing information

        (3) The Director is not required to keep or produce any information received under subsection (1) or (2) after the end of the six-year period following the day on which it is received.

• — 2022, c. 10, s. 432

  • 432 The Act is amended by adding the following after section 21.3:

    • Provision of information by Director

      21.301 The Director may provide all or part of the information received under section 21.21 to an investigative body referred to in subsection 21.31(2), the Financial Transactions and Reports Analysis Centre of Canada or any prescribed entity.

• — 2022, c. 10, s. 433

  • 433 Section 266 of the Act is replaced by the following:

    • Inspection

      • 266 (1) A person who has paid the required fee is entitled during usual business hours to examine a document required by this Act or the regulations to be sent to the Director, except any information sent under section 21.21 and a report sent to the Director under subsection 230(2), and to make copies of or extracts from it.

      • Copies or extracts

        (2) The Director shall furnish any person with a copy, extract, certified copy or certified extract of a document required by this Act or the regulations to be sent to the Director, except any information sent under section 21.21 and a report sent under subsection 230(2).

• — 2022, c. 10, s. 434

  • 2018, c. 8

    434 On the first day on which both section 44 of An Act to amend the Canada Business Corporations Act, the Canada Cooperatives Act, the Canada Not-for-profit Corporations Act and the Competition Act, chapter 8 of the Statutes of Canada, 2018, and section 433 of this Act are in force, section 266 of the Canada Business Corporations Act is replaced by the following:

    • 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 any information sent under section 21.21 and 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).

• — 2023, c. 29, s. 1

  • 2018, c. 27, s. 183

    • 1 (1) Paragraph 21.1(1)(a) of the Canada Business Corporations Act is replaced by the following:

      • (a) for each individual with significant control,

        • (i) their name and date of birth,

        • (ii) their residential address, and

        • (iii) their address for service, if it has been provided to the corporation;

      • (a.1) the citizenship of each individual with significant control;

    • 2018, c. 27, s. 183

      (2) Subsection 21.1(2) of the Act is replaced by the following:

      • Updating of information

        (2) The corporation shall, at the following times, take reasonable steps to ensure that it has identified all individuals with significant control over the corporation and that the information in the register is accurate, complete and up-to-date:

        • (a) at least once during each financial year of the corporation;

        • (b) on the request of the Director; and

        • (c) at the times provided for in the regulations.

• — 2023, c. 29, s. 2

  • 2022, c. 10, s. 431

    • 2 (1) The portion of subsection 21.21(1) of the English version of the Act before paragraph (a) is replaced by the following:

      • Sending of information to Director

        • 21.21 (1) A corporation to which section 21.1 applies shall send to the Director

    • 2022, c. 10, s. 431

      (2) Paragraphs 21.21(1)(a) and (b) of the Act are replaced by the following:

      • (a) on an annual basis, the information determined by the Director from among that in its register of individuals with significant control over the corporation, in the form and within the period that the Director fixes; and

      • (b) the information determined by the Director from among that recorded under subsection 21.1(3), within 15 days after the day on which it is recorded and in the form that the Director fixes.

    • 2022, c. 10, s. 431

      (3) Subsection 21.21(2) of the Act is replaced by the following:

      • Sending of information — certificates issued

        (2) On or after the date shown on a certificate referred to in section 8 or subsection 185(4) or 187(4), a corporation to which section 21.1 applies shall send to the Director the information determined by the Director from among that referred to in paragraphs 21.1(1)(a) to (f), in the form and within the period that the Director fixes.

    • (4) Section 21.21 of the Act is amended by adding the following after subsection (3):

      • Offence

        (4) A corporation that, without reasonable cause, contravenes subsection (1) or (2) is guilty of an offence and liable on summary conviction to a fine not exceeding $100,000.

• — 2023, c. 29, s. 3

  • 2018, c. 27, s. 183

    3 Subsections 21.3(2) to (6) of the Act are repealed.

• — 2023, c. 29, s. 4

  • 4 The Act is amended by adding the following before section 21.31:

    • Provision of information by Director

      21.302 The Director may provide all or part of the information received under section 21.21 to a provincial corporate registry or a provincial government department or agency that is responsible for corporate law in that province.

    • Information available to public

      • 21.303 (1) The Director shall make available to the public the following information sent to the Director under section 21.21 for each individual with significant control:

        • (a) their name;

        • (b) their address for service, if it has been provided to the corporation;

        • (c) their residential address, if their address for service has not been provided to the corporation;

        • (d) the information referred to in paragraphs 21.1(1)(c) and (d); and

        • (e) any other prescribed information.

      • Exception

        (2) Subsection (1) does not apply in respect of an individual who is less than 18 years of age or an individual to whom prescribed circumstances apply.

      • Exemption on application

        (3) If an individual with significant control or the corporation over which they have significant control applies to the Director to have any information referred to in subsection (1) in relation to the individual not made available to the public, the Director may choose to not make it available to the public, subject to any terms that the Director thinks fit,

        • (a) if the Director reasonably believes that making it available presents or would present a serious threat to the safety of the individual; or

        • (b) if the Director is satisfied that

          • (i) the individual is incapable,

          • (ii) the information is to be kept confidential under subsection 27(8) of the Conflict of Interest Act or a similar provision of an Act of the legislature of a province, or

          • (iii) prescribed circumstances apply to the individual.

• — 2023, c. 29, s. 5

  • 2019, c. 29, s. 100

    • 5 (1) Subsection 21.4(1) of the Act is replaced by the following:

      • Offence

        • 21.4 (1) Every director or officer of a corporation who knowingly authorizes, permits or acquiesces in the contravention of subsection 21.1(1), 21.21(1) or (2), 21.3(1) or 21.31(1) by that corporation commits an offence, whether or not the corporation has been prosecuted or convicted.

    • (2) Subsection 21.4(5) of the Act is replaced by the following:

      • Penalty

        (5) A person who commits an offence under any of subsections (1) to (4) is liable on summary conviction to a fine not exceeding one million dollars or to imprisonment for a term not exceeding five years, or to both.

• — 2023, c. 29, s. 6

  • 2001, c. 14, s. 105(1)

    • 6 (1) Subparagraph 212(1)(a)(iii) of the Act is replaced by the following:

      • (iii) is in default for a period of one year in sending to the Director any fee or any notice, document or other information required by this Act, or

    • 2001, c. 14, s. 105(3)

      (2) Subsection 212(3.1) of the Act is replaced by the following:

      • Payment of incorporation fee or sending of information

        (3.1) Despite anything in this section, the Director may dissolve a corporation by issuing a certificate of dissolution if the required fee for the issuance of a certificate of incorporation has not been paid or if the corporation has not complied with subsection 21.21(2).

• — 2023, c. 29, s. 7

  • 7 Section 237 of the Act is replaced by the following:

    • Inquiries

      • 237 (1) The Director may make inquiries of any person relating to compliance with this Act and may, as part of any inquiry, require the person to provide any records or other documents or information.

      • Response

        (2) A person shall respond to any inquiry made under subsection (1).

• — 2023, c. 29, s. 8

  • 2001, c. 14, s. 124; 2018, c. 8, s. 36(1)

    • 8 (1) The portion of section 258.1 of the Act before paragraph (b) is replaced by the following:

      • 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, documents or other information sent to or issued by the Director under this Act and, in so doing, the Director may specify, among other things,

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

    • 2018, c. 8, ss. 36(2) and (3)(E)

      (2) Paragraphs 258.1(b) and (c) of the English version of the Act are replaced by the following:

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

      • (c) the manner of signing, whether electronic or otherwise, or the actions that are to have the same effect as their signature; and

    • 2018, c. 8, s. 36(4)(F)

      (3) Paragraph 258.1(d) of the Act is replaced by the following:

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

• — 2023, c. 29, s. 9

  • 2001, c. 14, s. 135 (Sch., s. 85)(E)

    9 Subsection 259(1) of the Act is replaced by the following:

    • Proof required by Director

      • 259 (1) The Director may require that a document or a fact stated in a document or in any information required by this Act or the regulations to be sent to the Director shall be verified in accordance with subsection (2).

• — 2023, c. 29, s. 10

  • 2018, c. 8, s. 38(2)

    10 Paragraph 261(1)(b) of the Act is replaced by the following:

    • (a.2) prescribing what constitutes

      • (i) for the purposes of paragraph 2.1(1)(b), direct influence, indirect influence or control in fact, and

      • (ii) for the purposes of paragraph 21.31(3)(c), direct influence or indirect influence;

    • (b) requiring the payment of a fee in respect of the receipt, examination, filing, issuance or copying of any document or other information, 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;

• — 2023, c. 29, s. 11

  • 2018, c. 8, s. 39

    11 Section 261.1 of the Act is replaced by the following:

    • Payment of fees

      261.1 A fee in respect of the receipt or copying of any document or other information 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 other information or in respect of any action that the Director is required or authorized to take shall be paid to the Director before the document or other information is examined, filed or issued or the action is taken.

• — 2023, c. 29, s. 12

  • 2018, c. 8, s. 42

    12 Section 262.2 of the Act is replaced by the following:

    • 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), 21.303(3), 82(3) or 151(1), section 156 or subsection 171(2) or 187(11).

• — 2023, c. 29, s. 13

  • 2001, c. 14, s. 129

    • 13 (1) Paragraph 263.1(1)(a) of the Act is replaced by the following:

      • (a) has sent to the Director a document or other information required to be sent under this Act;

    • 2001, c. 14, s. 129

      (2) Subsection 263.1(2) of the Act is replaced by the following:

      • Director may refuse to issue certificate of existence

        (2) For greater certainty, the Director may refuse to issue a certificate described in paragraph (1)(c) if the Director has knowledge that the corporation is in default of sending a document or other information required to be sent under this Act or is in default of paying a required fee.

• — 2023, c. 29, s. 14

  • 2018, c. 8, s. 44

    14 Subsection 266(1) of the Act is replaced by the following:

    • Examination

      • 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 or other information — except an application referred to in subsection 21.303(3) and any related document and 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.

• — 2023, c. 29, s. 15

  • 15 The Act is amended by adding the following after section 266:

    • Information not to be made available

      • 266.1 (1) The Director shall not make available any information that could reasonably be expected to reveal the identity of a person who, on their own initiative, provides information relating to the commission or potential commission of a wrongdoing, or any information provided by the person in relation to the commission or potential commission, unless the person providing the information consents to its being made available.

      • Exception — investigations

        (2) Despite subsection (1), the Director may provide information referred to in that subsection to an investigative body referred to in subsection 21.31(2), the Financial Transactions and Reports Analysis Centre of Canada or any prescribed entity.

      • Definition of wrongdoing

        (3) In this section, wrongdoing includes

        • (a) a contravention of any provision of this Act or the regulations;

        • (b) the formation of a corporation for a fraudulent or unlawful purpose; or

        • (c) any fraudulent or dishonest actions of persons concerned with the formation, business or affairs of a corporation.

• — 2023, c. 29, s. 19

  • 19 Section 434 of the Budget Implementation Act, 2022, No. 1 is repealed.

• — 2023, c. 29, s. 20

  • 2022, c. 10

    20 On the first day on which both section 433 of the Budget Implementation Act, 2022, No. 1 and section 14 of this Act are in force, section 266 of the Canada Business Corporations Act is replaced by the following:

    • Examination

      • 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 or other information — except any information sent under section 21.21, an application referred to in subsection 21.303(3) and any related document and 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).