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

Marginal note:Signatures

252.7 A requirement under this Act or the regulations for a signature or for a document to be executed, except with respect to a statutory declaration or an affidavit, is satisfied if, in relation to an electronic document, the prescribed requirements pertaining to this section, if any, are met and if the signature results from the application by a person of a technology or a process that permits the following to be proven:

• (a) the signature resulting from the use by a person of the technology or process is unique to the person;

• (b) the technology or process is used by a person to incorporate, attach or associate the person’s signature to the electronic document; and

• (c) the technology or process can be used to identify the person using the technology or process.

PART XXIGeneral

Marginal note:Notice to directors and shareholders

• 253 (1) A notice or document required by this Act, the regulations, the articles or the by-laws to be sent to a shareholder or director of a corporation may be sent by prepaid mail addressed to, or may be delivered personally to,

  • (a) the shareholder at the shareholder’s latest address as shown in the records of the corporation or its transfer agent; and

  • (b) the director at the director’s latest address as shown in the records of the corporation or in the last notice filed under section 106 or 113.

• Marginal note:Effect of notice

  (2) A director named in a notice sent by a corporation to the Director under section 106 or 113 and filed by the Director is presumed for the purposes of this Act to be a director of the corporation referred to in the notice.

• Marginal note:Deemed receipt

  (3) A notice or document sent in accordance with subsection (1) to a shareholder or director of a corporation is deemed to be received at the time it would be delivered in the ordinary course of mail unless there are reasonable grounds for believing that the shareholder or director did not receive the notice or document at that time or at all.

• Marginal note:Undelivered notices

  (4) If a corporation sends a notice or document to a shareholder in accordance with subsection (1) and the notice or document is returned on two consecutive occasions because the shareholder cannot be found, the corporation is not required to send any further notices or documents to the shareholder until the shareholder informs the corporation in writing of the shareholder’s new address.

Marginal note:Notice to and service on a corporation

254 A notice or document required to be sent to or served on a corporation may be sent by registered mail to the registered office of the corporation shown in the last notice filed under section 19 and, if so sent, is deemed to be received or served at the time it would be delivered in the ordinary course of mail unless there are reasonable grounds for believing that the corporation did not receive the notice or document at that time or at all.

Marginal note:Waiver of notice

255 Where a notice or document is required by this Act or the regulations to be sent, the sending of the notice or document may be waived or the time for the notice or document may be waived or abridged at any time with the consent in writing of the person entitled thereto.

Marginal note:Certificate of Director

• 256 (1) Where this Act requires or authorizes the Director to issue a certificate or to certify any fact, the certificate shall be signed by the Director or by a Deputy Director authorized under section 260.

• Marginal note:Evidence

  (2) Except in a proceeding under section 213 to dissolve a corporation, a certificate referred to in subsection (1) or a certified copy thereof, when introduced as evidence in any civil, criminal or administrative action or proceeding, is conclusive proof of the facts so certified without proof of the signature or official character of the person appearing to have signed the certificate.

Marginal note:Certificate of corporation

• 257 (1) A certificate issued on behalf of a corporation stating any fact that is set out in the articles, the by-laws, a unanimous shareholder agreement, the minutes of the meetings of the directors, a committee of directors or the shareholders, or in a trust indenture or other contract to which the corporation is a party, may be signed by a director, an officer or a transfer agent of the corporation.

• Marginal note:Proof

  (2) When introduced as evidence in any civil, criminal or administrative action or proceeding,

  • (a) a fact stated in a certificate referred to in subsection (1),

  • (b) a certified extract from a securities register of a corporation, or

  • (c) a certified copy of minutes or extract from minutes of a meeting of shareholders, directors or a committee of directors of a corporation,

  is, in the absence of evidence to the contrary, proof of the facts so certified without proof of the signature or official character of the person appearing to have signed the certificate.

• Marginal note:Security certificate

  (3) An entry in a securities register of, or a security certificate issued by, a corporation is, in the absence of evidence to the contrary, proof that the person in whose name the security is registered is owner of the securities described in the register or in the certificate.

Marginal note:Copies

258 Where a notice or document is required to be sent to the Director under this Act, the Director may accept a photostatic or photographic copy thereof.

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, 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;

• (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

• (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.

• (e) [Repealed, 2018, c. 8, s. 36]

Marginal note:Exemption

258.2 In the prescribed circumstances, the Director may, on any conditions that the Director considers appropriate, exempt from the application of any provision of this Act requiring notices or documents to be sent to the Director any notices or documents or classes of notices or documents containing information similar to that contained in notices or documents required to be made public pursuant to any other Act of Parliament or to any Act of the legislature of a province as the Director specifies.

Marginal note: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).

• Marginal note:Form of proof

  (2) A document or fact required by this Act or by the Director to be verified may be verified by affidavit or by statutory declaration under the Canada Evidence Act before any commissioner for oaths or for taking affidavits.

Marginal note:Appointment of Director

260 The Minister may appoint a Director and one or more Deputy Directors to carry out the duties and exercise the powers of the Director under this Act.

Marginal note:Regulations

• 261 (1) The Governor in Council may make regulations

  • (a) providing for anything that by this Act is to be prescribed or provided for by the regulations;

  • (a.1) defining anything that, by this Act, is to be defined by regulation;

  • (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;

  • (c) respecting the payment of fees, including the time when and the manner in which the fees are to be paid, the additional fees that may be charged for the late payment of fees and the circumstances in which any fees previously paid may be refunded in whole or in part;

  • (c.01) prescribing the form of the register referred to in subsection 21.1(1) and the manner of preparing and maintaining it;

  • (c.02) respecting steps to be taken by a corporation for the purposes of subsection 21.1(2);

  • (c.1) prescribing, for the purposes of subsection 137(1.1), a manner of determining the number of shares required for a person to be eligible to submit a proposal, including the time and manner of determining a value or percentage of the outstanding shares of the corporation;

  • (d) prescribing, for the purposes of paragraph 137(5)(d), the minimum amount of support required in relation to the number of times the shareholder has submitted substantially the same proposal within the prescribed period;

  • (e) prescribing rules with respect to exemptions permitted by this Act;

  • (f) respecting the powers that may be granted by a shareholder in a form of proxy;

  • (g) prescribing any matter necessary for the purposes of the application of Part XX.1, including the time and circumstances when an electronic document is to be considered to have been provided or received and the place where it is considered to have been provided or received;

  • (h) prescribing the manner of, and conditions for, participating in a meeting by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting; and

  • (i) prescribing, for the purposes of subsection 141(3), the manner of, and conditions for, voting at a meeting of shareholders by means of a telephonic, electronic or other communication facility.

• Marginal note:Incorporation by reference

  (2) The regulations may incorporate any material by reference regardless of its source and either as it exists on a particular date or as amended from time to time.

• Marginal note:Incorporated material is not a regulation

  (3) Material does not become a regulation for the purposes of the Statutory Instruments Act because it is incorporated by reference.

Marginal note: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.

Marginal note:Definition of statement

• 262 (1) In this section, statement means a statement of intent to dissolve and a statement of revocation of intent to dissolve referred to in section 211.

• 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:Date of certificate

  (3) A certificate referred to in subsection (2) issued by the Director may be dated as of the day the Director receives the articles, statement or court order pursuant to which the certificate is issued or as of any later day specified by the court or person who signed the articles or statement.

• (4) [Repealed, 1994, c. 24, s. 28]

• Marginal note:Date of certificate

  (5) Notwithstanding subsection (3), a certificate of discontinuance may be dated as of the day on which the corporation amalgamates pursuant to another Act or is continued.

Marginal note:Signature

• 262.1 (1) A signature required on a certificate issued by the Director under this Act may be printed or otherwise mechanically reproduced on the certificate or may be in accordance with the regulations made under paragraph 261(1)(c.1).

• (2) [Repealed, 2018, c. 8, s. 41]

• Marginal note:Execution of documents

  (3) Any articles, notice, resolution, requisition, statement or other document required or permitted to be executed or signed by more than one individual for the purposes of this Act may be executed or signed in several documents of like form, each of which is executed or signed by one or more of the individuals. The documents, when duly executed or signed by all individuals required or permitted, as the case may be, to do so, shall be deemed to constitute one document for the purposes of this Act.