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

Marginal note:Audit committee

• 171 (1) Subject to subsection (2), a corporation described in subsection 102(2) shall, and any other corporation may, have an audit committee composed of not less than three directors of the corporation, a majority of whom are not officers or employees of the corporation or any of its affiliates.

• Marginal note:Exemption

  (2) The Director may, on the application of a corporation, authorize the corporation to dispense with an audit committee, and the Director may, if satisfied that the shareholders will not be prejudiced, permit the corporation to dispense with an audit committee on any reasonable conditions that the Director thinks fit.

• Marginal note:Duty of committee

  (3) An audit committee shall review the financial statements of the corporation before such financial statements are approved under section 158.

• Marginal note:Auditor’s attendance

  (4) The auditor of a corporation is entitled to receive notice of every meeting of the audit committee and, at the expense of the corporation, to attend and be heard thereat; and, if so requested by a member of the audit committee, shall attend every meeting of the committee held during the term of office of the auditor.

• Marginal note:Calling meeting

  (5) The auditor of a corporation or a member of the audit committee may call a meeting of the committee.

• Marginal note:Notice of errors

  (6) A director or an officer of a corporation shall forthwith notify the audit committee and the auditor of any error or mis-statement of which the director or officer becomes aware in a financial statement that the auditor or a former auditor has reported on.

• Marginal note:Error in financial statements

  (7) An auditor or former auditor of a corporation who is notified or becomes aware of an error or mis-statement in a financial statement on which they have reported, if in their opinion the error or mis-statement is material, shall inform each director accordingly.

• Marginal note:Duty of directors

  (8) When under subsection (7) the auditor or former auditor informs the directors of an error or mis-statement in a financial statement, the directors shall

  • (a) prepare and issue revised financial statements; or

  • (b) otherwise inform the shareholders and, if the corporation is one that is required to comply with section 160, it shall inform the Director of the error or mis-statement in the same manner as it informs the shareholders.

• Marginal note:Offence

  (9) Every director or officer of a corporation who knowingly fails to comply with subsection (6) or (8) is guilty of an offence and liable on summary conviction to a fine not exceeding five thousand dollars or to imprisonment for a term not exceeding six months or to both.

Marginal note:Qualified privilege (defamation)

172 Any oral or written statement or report made under this Act by the auditor or former auditor of a corporation has qualified privilege.

PART XIV.1Disclosure Relating to Diversity

Marginal note: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.

• Marginal note:Information to shareholders and Director

  (2) The corporation shall provide the information referred to in subsection (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).

• Marginal note:Information to Director

  (3) The corporation shall concurrently send the information referred to in subsection (1) to the Director.

PART XVFundamental Changes

Marginal note:Amendment of articles

• 173 (1) Subject to sections 176 and 177, the articles of a corporation may by special resolution be amended to

  • (a) change its name;

  • (b) change the province in which its registered office is situated;

  • (c) add, change or remove any restriction on the business or businesses that the corporation may carry on;

  • (d) change any maximum number of shares that the corporation is authorized to issue;

  • (e) create new classes of shares;

  • (f) reduce or increase its stated capital, if its stated capital is set out in the articles;

  • (g) change the designation of all or any of its shares, and add, change or remove any rights, privileges, restrictions and conditions, including rights to accrued dividends, in respect of all or any of its shares, whether issued or unissued;

  • (h) change the shares of any class or series, whether issued or unissued, into a different number of shares of the same class or series or into the same or a different number of shares of other classes or series;

  • (i) divide a class of shares, whether issued or unissued, into series and fix the number of shares in each series and the rights, privileges, restrictions and conditions thereof;

  • (j) authorize the directors to divide any class of unissued shares into series and fix the number of shares in each series and the rights, privileges, restrictions and conditions thereof;

  • (k) authorize the directors to change the rights, privileges, restrictions and conditions attached to unissued shares of any series;

  • (l) revoke, diminish or enlarge any authority conferred under paragraphs (j) and (k);

  • (m) increase or decrease the number of directors or the minimum or maximum number of directors, subject to sections 107 and 112;

  • (n) add, change or remove restrictions on the issue, transfer or ownership of shares; or

  • (o) add, change or remove any other provision that is permitted by this Act to be set out in the articles.

• Marginal note:Termination

  (2) The directors of a corporation may, if authorized by the shareholders in the special resolution effecting an amendment under this section, revoke the resolution before it is acted on without further approval of the shareholders.

• Marginal note:Amendment of number name

  (3) Notwithstanding subsection (1), where a corporation has a designating number as a name, the directors may amend its articles to change that name to a verbal name.

Marginal note:Constraints on shares

• 174 (1) Subject to sections 176 and 177, a distributing corporation, any of the issued shares of which remain outstanding and are held by more than one person, may by special resolution amend its articles in accordance with the regulations to constrain

  • (a) the issue or transfer of shares of any class or series to persons who are not resident Canadians;

  • (b) the issue or transfer of shares of any class or series to enable the corporation or any of its affiliates or associates to qualify under any prescribed law of Canada or a province

    • (i) to obtain a licence to carry on any business,

    • (ii) to become a publisher of a Canadian newspaper or periodical, or

    • (iii) to acquire shares of a financial intermediary as defined in the regulations;

  • (c) the issue, transfer or ownership of shares of any class or series in order to assist the corporation or any of its affiliates or associates to qualify under any prescribed law of Canada or a province to receive licences, permits, grants, payments or other benefits by reason of attaining or maintaining a specified level of Canadian ownership or control;

  • (d) the issue, transfer or ownership of shares of any class or series in order to assist the corporation to comply with any prescribed law.

  • (e) the issue, transfer or ownership of shares of any class or series to enable the corporation to be a registered labour-sponsored venture capital corporation under Part X.3 of the Income Tax Act.

• Marginal note:Exception in respect of paragraph (1)(c)

  (2) Paragraph (1)(c) does not permit a constraint on the issue, transfer or ownership of shares of any class or series of which any shares are outstanding unless

  • (a) in the case of a constraint in respect of a class, the shares of the class, or

  • (b) in the case of a constraint in respect of a series, the shares of the series

  are already subject to a constraint permitted under that paragraph.

• Marginal note:Limitation on ownership of shares

  (3) A corporation may, pursuant to paragraph (1)(c), limit the number of shares of that corporation that may be owned, or prohibit the ownership of shares, by any person whose ownership would adversely affect the ability of the corporation or any of its affiliates or associates to attain or maintain a level of Canadian ownership or control specified in its articles that equals or exceeds a specified level referred to in paragraph (1)(c).

• Marginal note:Change or removal of constraint

  (4) A corporation referred to in subsection (1) may by special resolution amend its articles to change or remove any constraint on the issue, transfer or ownership of its shares.

• Marginal note:Termination

  (5) The directors of a corporation may, if authorized by the shareholders in the special resolution effecting an amendment under subsection (1) or (4), revoke the resolution before it is acted on without further approval of the shareholders.

• Marginal note:Regulations

  (6) Subject to subsections 261(2) and (3), the Governor in Council may make regulations with respect to a corporation that constrains the issue, transfer or ownership of its shares prescribing

  • (a) the disclosure required of the constraints in documents issued or published by the corporation;

  • (b) the duties and powers of the directors to refuse to issue or register transfers of shares in accordance with the articles of the corporation;

  • (c) the limitations on voting rights of any shares held contrary to the articles of the corporation;

  • (d) the powers of the directors to require disclosure of beneficial ownership of shares of the corporation and the right of the corporation and its directors, employees and agents or mandataries to rely on that disclosure and the effects of that reliance; and

  • (e) the rights of any person owning shares of the corporation at the time of an amendment to its articles constraining share issues or transfers.

• Marginal note:Validity of acts

  (7) An issue or a transfer of a share or an act of a corporation is valid notwithstanding any failure to comply with this section or the regulations.

Marginal note:Proposal to amend

• 175 (1) Subject to subsection (2), a director or a shareholder who is entitled to vote at an annual meeting of shareholders may, in accordance with section 137, make a proposal to amend the articles.

• Marginal note:Notice of amendment

  (2) Notice of a meeting of shareholders at which a proposal to amend the articles is to be considered shall set out the proposed amendment and, where applicable, shall state that a dissenting shareholder is entitled to be paid the fair value of their shares in accordance with section 190, but failure to make that statement does not invalidate an amendment.

Marginal note:Class vote

• 176 (1) The holders of shares of a class or, subject to subsection (4), of a series are, unless the articles otherwise provide in the case of an amendment referred to in paragraphs (a), (b) and (e), entitled to vote separately as a class or series on a proposal to amend the articles to

  • (a) increase or decrease any maximum number of authorized shares of such class, or increase any maximum number of authorized shares of a class having rights or privileges equal or superior to the shares of such class;

  • (b) effect an exchange, reclassification or cancellation of all or part of the shares of such class;

  • (c) add, change or remove the rights, privileges, restrictions or conditions attached to the shares of such class and, without limiting the generality of the foregoing,

    • (i) remove or change prejudicially rights to accrued dividends or rights to cumulative dividends,

    • (ii) add, remove or change prejudicially redemption rights,

    • (iii) reduce or remove a dividend preference or a liquidation preference, or

    • (iv) add, remove or change prejudicially conversion privileges, options, voting, transfer or pre-emptive rights, or rights to acquire securities of a corporation, or sinking fund provisions;

  • (d) increase the rights or privileges of any class of shares having rights or privileges equal or superior to the shares of such class;

  • (e) create a new class of shares equal or superior to the shares of such class;

  • (f) make any class of shares having rights or privileges inferior to the shares of such class equal or superior to the shares of such class;

  • (g) effect an exchange or create a right of exchange of all or part of the shares of another class into the shares of such class; or

  • (h) constrain the issue, transfer or ownership of the shares of such class or change or remove such constraint.

• Marginal note:Exception

  (2) Subsection (1) does not apply in respect of a proposal to amend the articles to add a right or privilege for a holder to convert shares of a class or series into shares of another class or series that is subject to a constraint permitted under paragraph 174(1)(c) but is otherwise equal to the class or series first mentioned.

• Marginal note:Deeming provision

  (3) For the purpose of paragraph (1)(e), a new class of shares, the issue, transfer or ownership of which is to be constrained by an amendment to the articles pursuant to paragraph 174(1)(c), that is otherwise equal to an existing class of shares shall be deemed not to be equal or superior to the existing class of shares.

• Marginal note:Limitation

  (4) The holders of a series of shares of a class are entitled to vote separately as a series under subsection (1) only if such series is affected by an amendment in a manner different from other shares of the same class.

• Marginal note:Right to vote

  (5) Subsection (1) applies whether or not shares of a class or series otherwise carry the right to vote.

• Marginal note:Separate resolutions

  (6) A proposed amendment to the articles referred to in subsection (1) is adopted when the holders of the shares of each class or series entitled to vote separately thereon as a class or series have approved such amendment by a special resolution.

Marginal note:Delivery of articles

• 177 (1) Subject to any revocation under subsection 173(2) or 174(5), after an amendment has been adopted under section 173, 174 or 176 articles of amendment in the form that the Director fixes shall be sent to the Director.

• Marginal note:Reduction of stated capital

  (2) If an amendment effects or requires a reduction of stated capital, subsections 38(3) and (4) apply.