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Canada Business Corporations Act

Version of section 268 from 2003-01-01 to 2007-04-19:


Marginal note:Definition of "charter"

  •  (1) In this section, charter includes

    • (a) an act of incorporation and any amendments thereto; and

    • (b) letters patent of incorporation and any letters patent supplementary thereto.

  • Marginal note:Amendment of charter

    (2) In connection with a continuance under this Act, the shareholders of a body corporate incorporated or continued by or under an Act of Parliament other than this Act who are entitled to vote at annual meetings of shareholders may, notwithstanding any provision in any other Act of Parliament or any provision in the charter of the body corporate,

    • (a) by special resolution, authorize the directors of the body corporate to apply under section 187 for a certificate of continuance; and

    • (b) by the same resolution, make any amendment to the charter of the body corporate that a corporation incorporated under this Act may make to its articles.

  • Marginal note:Change of class rights

    (3) Notwithstanding subsection (2), the shareholders of a body corporate may not, by a special resolution under that subsection, make any change of the nature referred to in subsection 176(1) that affects a class or series of shares, unless

    • (a) the charter of the body corporate otherwise provides in respect of an amendment of the nature referred to in paragraph 176(1)(a), (b) or (e); or

    • (b) the holders of the class or series of shares approve the change in accordance with section 176.

  • Marginal note:Authorizing continuance

    (4) Subject to subsections (6) and (7), the directors of a body corporate incorporated or continued by or under an Act of Parliament other than this Act may, notwithstanding any provision in any other Act of Parliament or any provision in the charter of the body corporate, apply under section 187 for a certificate of continuance where the articles of continuance do not make any amendment to the charter of the body corporate other than an amendment required to conform to this Act.

  • Marginal note:No dissent

    (5) A shareholder is not entitled to dissent under section 190 in respect of an amendment made under subsection (2), (3) or (4).

  • Marginal note:Discretionary continuance

    (6) The Governor in Council may, by order, require that a body corporate incorporated by or under an Act of Parliament to which Part I or II of the Canada Corporations Act, chapter C-32 of the Revised Statutes of Canada, 1970, does not apply, apply for a certificate of continuance under section 187 within such period as may be prescribed except for the following:

  • Marginal note:Discretionary continuance — Canada Corporations Act

    (7) A body corporate to which Part IV of the Canada Corporations Act, chapter C-32 of the Revised Statutes of Canada, 1970, applies, other than a body corporate that carries on a business referred to in paragraph (6)(b) or (c), may apply for a certificate of continuance under section 187.

  • Marginal note:Fees

    (8) A body corporate that obtains a certificate of continuance under this section is not required to pay any fees otherwise payable under this Act in respect of such continuance.

  • Marginal note:Idem

    (9) A body corporate referred to in subsection (6) that does not make an application to obtain a certificate of continuance within the period prescribed is dissolved on the expiration of that period.

  • Marginal note:Continuance prohibited

    (10) A body corporate to which Part II or Part III of the Canada Corporations Act, chapter C-32 of the Revised Statutes of Canada, 1970, applies or any similar body corporate incorporated otherwise than by or under an Act of Parliament may not apply for a certificate of continuance under section 187.

  • Marginal note:Exception for railway companies

    (11) A body corporate that is incorporated by or under a Special Act, as defined in section 87 of the Canada Transportation Act, may apply for a certificate of continuance under section 187.

  • R.S., 1985, c. C-44, s. 268
  • 1991, c. 45, s. 556, c. 46, s. 597, c. 47, s. 724
  • 1992, c. 1, ss. 142, 160(F)
  • 1994, c. 24, s. 32
  • 1996, c. 10, s. 213
  • 2001, c. 14, s. 133

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